Western Midstream Partners, LP 10-K

Item 8. Financial Statements INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Management 105 Management’s Assessment of Internal Control Over Financial Reporting 105 Western Midstream Partners, LP 106 Reports of Independent Registered Public Accounting Firm 106 Financial Statements 111 Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 111 Consolidated Balance Sheets as of December 31, 2020 and 2019 112 Consolidated Statements of Equity and Partners’ Capital for the years ended December 31, 2020, 2019, and 2018 113 Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018 114 Western Midstream Operating, LP 115 Report of Independent Registered Public Accounting Firm 115 Financial Statements 118 Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 118 Consolidated Balance Sheets as of December 31, 2020 and 2019 119 Consolidated Statements of Equity and Partners’ Capital for the years ended December 31, 2020, 2019, and 2018 120 Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018 121 Notes to Consolidated Financial Statements 122 Note 1. Summary of Significant Accounting Policies and Basis of Presentation 122 Note 2. Revenue from Contracts with Customers 132 Note 3. Acquisitions and Divestitures 134 Note 4. Partnership Distributions 135 Note 5. Equity and Partners’ Capital 137 Note 6. Related-Party Transactions 140 Note 7. Equity Investments 147 Note 8. Income Taxes 149 Note 9. Property, Plant, and Equipment 151 Note 10. Goodwill and Other Intangibles 152 Note 11. Selected Components of Working Capital 153 Note 12. Asset Retirement Obligations 154 Note 13. Debt and Interest Expense 155 Note 14. Leases 159 Note 15. Equity-Based Compensation 161 Note 1 6 . Commitments and Contingencies 163 104 Table of Contents WESTERN MIDSTREAM PARTNERS, LP WESTERN MIDSTREAM OPERATING, LP REPORT OF MANAGEMENT Management of Western Midstream Partners, LP’s (the “Partnership”) general partner and Western Midstream Operating, LP’s (“WES Operating”) general partner prepared, and is responsible for, the consolidated financial statements and the other information appearing in this annual report. The consolidated financial statements present fairly the Partnership’s and WES Operating’s financial positions, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). In preparing the consolidated financial statements, the Partnership and WES Operating include amounts that are based on estimates and judgments that Management believes are reasonable under the circumstances. The Partnership’s and WES Operating’s consolidated financial statements have been audited by KPMG LLP, an independent registered public accounting firm appointed by the Audit Committee of the Board of Directors. Management has made available to KPMG LLP all of the Partnership’s and WES Operating’s financial records and related data, and the minutes of the meetings of the Board of Directors. MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership’s and WES Operating’s internal control system was designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Partnership’s and WES Operating’s internal control over financial reporting as of December 31, 2020. This assessment was based on criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment using the COSO criteria, we concluded the Partnership’s and WES Operating’s internal control over financial reporting was effective as of December 31, 2020. KPMG LLP, the Partnership’s independent registered public accounting firm, has issued an attestation report on the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2020. WESTERN MIDSTREAM PARTNERS, LP /s/ Michael P. Ure Michael P. Ure President, Chief Executive Officer and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) WESTERN MIDSTREAM OPERATING, LP /s/ Michael P. Ure Michael P. Ure President, Chief Executive Officer and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) February 26, 2021 105 Table of Contents WESTERN MIDSTREAM PARTNERS, LP Report of Independent Registered Public Accounting Firm To the Board of Directors of Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) and Unitholders Western Midstream Partners, LP: Opinion on Internal Control Over Financial Reporting We have audited Western Midstream Partners, LP and subsidiaries’ (the Partnership) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2020 and 2019, the related consolidated statements of operations, equity and partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2021 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 106 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Houston, Texas February 26, 2021 107 Table of Contents WESTERN MIDSTREAM PARTNERS, LP Report of Independent Registered Public Accounting Firm To the Board of Directors of Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) and Unitholders Western Midstream Partners, LP: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Western Midstream Partners, LP and subsidiaries (the Partnership) as of December 31, 2020 and 2019, the related consolidated statements of operations, equity and partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2021 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment assessment of long-lived assets As discussed in Note 9 to the consolidated financial statements, the Partnership’s consolidated property, plant, and equipment balance was $8.7 billion as of December 31, 2020. During the year ended December 31, 2020, the Partnership recognized long-lived asset and other impairment charges of $203.9 million, a portion of which related 108 Table of Contents to impairment of a specific long-lived asset group located in Wyoming and Utah. On at least a quarterly basis, management reviews its asset groups for indicators of impairment that would indicate the carrying value of an asset group might not be recoverable. If an asset group displays an indicator of impairment, it is tested for recoverability by comparing the sum of the estimated future undiscounted cash flows attributable to the asset group to the carrying value of the asset group. An impairment loss is determined if the carrying value of the asset group is not recoverable and is measured as the excess of the carrying value over the asset group’s fair value. We identified the evaluation of the impairment assessment for a specific long-lived asset group in Wyoming and Utah as a critical audit matter. Subjective auditor judgment was required to evaluate the Partnership’s estimate of the fair value of the asset group, specifically the assessment of the projected throughput and discount rate assumptions. Specialized skills and knowledge were required to evaluate the discount rate used in the valuation model. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s long-lived asset impairment process. This included certain controls over the determination of the forecasted throughput and the discount rate. We compared historical forecasted volumes to actual volumetric results to assess the Partnership’s ability to forecast. We evaluated the forecasted throughput included in the valuation model by comparing it to external market and industry data related to producer drilling activity in the relevant basin. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate used in the valuation model by developing a range of independent estimates that was determined using publicly available market data for comparable entities, and comparing the discount rate selected by management to the range of independently developed estimates. Goodwill impairment assessment for the gathering and processing reporting unit As discussed in Note 10 to the consolidated financial statements, the Partnership recognized a goodwill impairment of $441.0 million related to the gathering and processing reporting unit during the first quarter of 2020. The Partnership conducts an impairment test annually on October 1 and when events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. An impairment charge will be recognized to the extent that the fair value of a reporting unit is less than its carrying value. The fair value of the reporting unit is estimated using both the market approach and the income approach. The market approach estimates fair value by applying a market multiple, determined by reference to market multiples for comparable publicly traded companies, to the expected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the gathering and processing reporting unit. The income approach is based on forecasted future cash flows that are discounted to present value using a discount rate that considers timing and risk of future cash flows. We identified the evaluation of the goodwill impairment assessment for the gathering and processing reporting unit as a critical audit matter. A higher degree of subjective auditor judgment was required to evaluate the fair value of the gathering and processing reporting unit based on the market and income approaches. Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the Partnership’s estimate of EBITDA multiples for comparable publicly traded companies and the discount rate used in determining the fair value of the reporting unit. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s goodwill impairment process. This included certain controls over the determination of the EBITDA multiples and discount rate used in the estimation of the fair value of the gathering and processing reporting unit. We involved valuation professionals with specialized skills and knowledge, who assisted in assessing the EBITDA multiples used by management in the valuation, including examining the guideline public companies used to determine the market multiples and rationale for selected multiples used by management in the valuation analysis. Further, the valuation professionals assisted in evaluating the discount rate used in the discounted cash flow model by developing a range of independent estimates that was determined using publicly available market data for comparable entities and comparing the discount rate selected by management to the range of independently developed estimates. We tested the reconciliation of the aggregate estimated fair value of the reporting units to the market capitalization of the Partnership. 109 Table of Contents Estimated constraint on variable consideration related to a certain gas-gathering revenue contract and oil-gathering revenue contract with a customer As discussed in Notes 1 and 2 to the consolidated financial statements, certain of the Partnership’s midstream services agreements have minimum-volume commitment demand fees and fees that require periodic rate redeterminations based on the related midstream facility cost-of-service rate provisions. Annual adjustments are made to the cost-of-service rates charged to certain of its customers, and as a result, a cumulative catch-up revenue adjustment related to services already provided may be recorded. The Partnership assesses whether a significant reversal of the cumulative catch-up revenue adjustment is probable of occurring and if so, the variable consideration may be constrained up to the amount of the probable significant reversal. We identified the assessment of the estimated constraint on variable consideration related to one gas-gathering contract and one oil-gathering revenue contract as a critical audit matter. A high degree of challenging auditor judgment was required to evaluate the probability of a significant reversal in the amount of variable consideration recognized due to the uncertainty related to ongoing legal proceedings and commercial negotiations with the counterparties to the contracts. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s annual re-determination of the cost-of-service rate. This included certain controls over the determination of the constraint on the variable consideration expected to be received under the contracts. We evaluated responses received from external legal counsel to our audit inquiry on the progress of the Partnership’s legal proceedings with the counterparties to the contracts. We examined publicly available court filings to assess the development of the legal proceedings. We made inquiries of management and inspected information available regarding the status of negotiations with the counterparties and the resulting impact on the determination of the estimated constraint on variable consideration. We evaluated the accuracy of the data used by the Partnerships to calculate the variable consideration constraint. /s/ KPMG LLP We have served as the Partnership’s auditor since 2012. Houston, Texas February 26, 2021 110 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, thousands except per-unit amounts 2020 2019 2018 Revenues and other Service revenues – fee based $ 2,584,323 $ 2,388,191 $ 1,905,728 Service revenues – product based 48,369 70,127 88,785 Product sales 138,559 286,388 303,020 Other 1,341 1,468 2,125 Total revenues and other (1) 2,772,592 2,746,174 2,299,658 Equity income, net – related parties 226,750 237,518 195,469 Operating expenses Cost of product 188,088 444,247 415,505 Operation and maintenance 580,874 641,219 480,861 General and administrative 155,769 114,591 67,195 Property and other taxes 68,340 61,352 51,848 Depreciation and amortization 491,086 483,255 389,164 Long-lived asset and other impairments 203,889 6,279 230,584 Goodwill impairment 441,017 — — Total operating expenses (2) 2,129,063 1,750,943 1,635,157 Gain (loss) on divestiture and other, net 8,634 ( 1,406 ) 1,312 Operating income (loss) 878,913 1,231,343 861,282 Interest income – Anadarko note receivable 11,736 16,900 16,900 Interest expense ( 380,058 ) ( 303,286 ) ( 183,831 ) Gain (loss) on early extinguishment of debt 11,234 — — Other income (expense), net (3) 1,025 ( 123,785 ) ( 4,763 ) Income (loss) before income taxes 522,850 821,172 689,588 Income tax expense (benefit) 5,998 13,472 58,934 Net income (loss) 516,852 807,700 630,654 Net income (loss) attributable to noncontrolling interests ( 10,160 ) 110,459 79,083 Net income (loss) attributable to Western Midstream Partners, LP $ 527,012 $ 697,241 $ 551,571 Limited partners’ interest in net income (loss): Net income (loss) attributable to Western Midstream Partners, LP $ 527,012 $ 697,241 $ 551,571 Pre-acquisition net (income) loss allocated to Anadarko — ( 29,279 ) ( 182,142 ) General partner interest in net (income) loss ( 11,104 ) ( 5,637 ) — Limited partners’ interest in net income (loss) (4) 515,908 662,325 369,429 Net income (loss) per common unit – basic and diluted (4) $ 1.18 $ 1.59 $ 1.69 Weighted-average common units outstanding – basic and diluted 435,554 415,794 218,936 _________________________________________________________________________________________ (1) Total revenues and other includes related-party amounts of $ 1.8 billion, $ 1.6 billion, and $ 1.4 billion for the years ended December 31, 2020, 2019, and 2018, respectively. See Note 6 . (2) Total operating expenses includes related-party amounts of $ 182.7 million, $ 503.2 million, and $ 334.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. See Note 6 . (3) Other income (expense), net includes losses associated with the interest-rate swap agreements for the years ended December 31, 2019 and 2018. See Note 13. (4) See Note 5. See accompanying Notes to Consolidated Financial Statements. 111 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED BALANCE SHEETS December 31, thousands except number of units 2020 2019 ASSETS Current assets Cash and cash equivalents $ 444,922 $ 99,962 Accounts receivable, net 452,880 260,512 Other current assets 45,262 41,938 Total current assets 943,064 402,412 Anadarko note receivable — 260,000 Property, plant, and equipment Cost 12,641,745 12,355,671 Less accumulated depreciation 3,931,800 3,290,740 Net property, plant, and equipment 8,709,945 9,064,931 Goodwill 4,783 445,800 Other intangible assets 776,409 809,391 Equity investments 1,224,813 1,285,717 Other assets (1) 171,013 78,202 Total assets (2) $ 11,830,027 $ 12,346,453 LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL Current liabilities Accounts and imbalance payables $ 210,691 $ 293,128 Short-term debt 438,870 7,873 Accrued ad valorem taxes 41,427 35,160 Accrued liabilities 269,947 149,793 Total current liabilities 960,935 485,954 Long-term liabilities Long-term debt 7,415,832 7,951,565 Deferred income taxes 22,195 18,899 Asset retirement obligations 260,283 336,396 Other liabilities 275,570 208,346 Total long-term liabilities 7,973,880 8,515,206 Total liabilities (3) 8,934,815 9,001,160 Equity and partners’ capital Common units ( 413,839,863 and 443,971,409 units issued and outstanding at December 31, 2020 and 2019, respectively) 2,778,339 3,209,947 General partner units ( 9,060,641 units issued and outstanding at December 31, 2020 and 2019) (4) ( 17,208 ) ( 14,224 ) Total partners’ capital 2,761,131 3,195,723 Noncontrolling interests 134,081 149,570 Total equity and partners’ capital 2,895,212 3,345,293 Total liabilities, equity, and partners’ capital $ 11,830,027 $ 12,346,453 ________________________________________________________________________________________ (1) Other assets includes $ 4.2 million and $ 4.5 million of NGLs line-fill inventory as of December 31, 2020 and 2019, respectively. Other assets also includes $ 71.9 million of materials and supplies inventory as of December 31, 2020. See Note 1 . (2) Total assets includes related-party amounts of $ 1.6 billion and $ 1.7 billion as of December 31, 2020 and 2019, respectively, which includes related-party Accounts receivable, net of $ 291.3 million and $ 113.3 million as of December 31, 2020 and 2019, respectively. See Note 6 . (3) Total liabilities includes related-party amounts of $ 164.7 million and $ 108.8 million as of December 31, 2020 and 2019, respectively. See Note 6 . (4) See Note 1 . See accompanying Notes to Consolidated Financial Statements. 112 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL Partners’ Capital thousands Net Investment by Anadarko Common Units General Partner Units Noncontrolling Interests Total Balance at December 31, 2017 $ 1,050,171 $ 1,061,125 $ — $ 2,883,754 $ 4,995,050 Cumulative effect of accounting change (1) 629 ( 14,200 ) — ( 30,179 ) ( 43,750 ) Net income (loss) 182,142 369,429 — 79,083 630,654 Above-market component of swap agreements with Anadarko (2) — 51,618 — — 51,618 WES Operating equity transactions, net (3) — ( 19,577 ) — 19,577 — Distributions to Chipeta noncontrolling interest owner — — — ( 13,529 ) ( 13,529 ) Distributions to noncontrolling interest owners of WES Operating — — — ( 386,326 ) ( 386,326 ) Distributions to Partnership unitholders — ( 502,457 ) — — ( 502,457 ) Contributions of equity-based compensation from Anadarko — 5,741 — — 5,741 Net pre-acquisition contributions from (distributions to) related parties 97,755 — — — 97,755 Net contributions from (distributions to) related parties 58,835 — — — 58,835 Adjustments of net deferred tax liabilities ( 1,514 ) — — — ( 1,514 ) Other — 209 — 397 606 Balance at December 31, 2018 $ 1,388,018 $ 951,888 $ — $ 2,552,777 $ 4,892,683 Net income (loss) 29,279 662,325 5,637 110,459 807,700 Cumulative impact of the Merger transactions (4) — 3,169,800 — ( 3,169,800 ) — Issuance of general partner units (5) — 19,861 ( 19,861 ) — — Above-market component of swap agreements with Anadarko (2) — 7,407 — — 7,407 WES Operating equity transactions, net (3) — ( 755,197 ) — 755,197 — Distributions to Chipeta noncontrolling interest owner — — — ( 9,663 ) ( 9,663 ) Distributions to noncontrolling interest owners of WES Operating — — — ( 118,225 ) ( 118,225 ) Distributions to Partnership unitholders — ( 969,073 ) — — ( 969,073 ) Acquisitions from related parties (6) ( 2,149,218 ) 112,872 — 28,845 ( 2,007,501 ) Contributions of equity-based compensation from Occidental — 13,968 — — 13,968 Net pre-acquisition contributions from (distributions to) related parties 458,819 — — — 458,819 Net contributions from (distributions to) related parties — ( 90 ) — — ( 90 ) Adjustments of net deferred tax liabilities 273,102 ( 4,375 ) — — 268,727 Other — 561 — ( 20 ) 541 Balance at December 31, 2019 $ — $ 3,209,947 $ ( 14,224 ) $ 149,570 $ 3,345,293 Net income (loss) — 515,908 11,104 ( 10,160 ) 516,852 Distributions to Chipeta noncontrolling interest owner — — — ( 8,644 ) ( 8,644 ) Distributions to noncontrolling interest owners of WES Operating — — — ( 15,434 ) ( 15,434 ) Distributions to Partnership unitholders — ( 681,746 ) ( 14,088 ) — ( 695,834 ) Unit exchange with Occidental (2) — ( 256,640 ) — ( 5,238 ) ( 261,878 ) Unit repurchases (5) — ( 32,535 ) — — ( 32,535 ) Acquisitions from related parties — ( 3,987 ) — 3,987 — Contributions of equity-based compensation from Occidental — 14,604 — — 14,604 Equity-based compensation expense — 7,857 — — 7,857 Net contributions from (distributions to) related parties (7) — 4,466 — 20,000 24,466 Other — 465 — — 465 Balance at December 31, 2020 $ — $ 2,778,339 $ ( 17,208 ) $ 134,081 $ 2,895,212 _________________________________________________________________________________________ (1) Includes the adoption of Revenue from Contracts with Customers (Topic 606) on January 1, 2018. (2) See Note 6 . (3) For the years ended December 31, 2019 and 2018, the $ 755.2 million and $ 19.6 million decrease to partners’ capital, respectively, together with net income (loss) attributable to Western Midstream Partners, LP, totaled $( 58.0 ) million and $ 532.0 million, respectively. (4) See Note 1 . (5) See Note 5 . (6) The amounts allocated to common unitholders and noncontrolling interests represent a non-cash investing activity related to the assets and liabilities assumed in the AMA acquisition. (7) See December 2019 Agreements—Services, Secondment, and Employee Transfer Agreement within Note 1. See accompanying Notes to Consolidated Financial Statements. 113 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, thousands 2020 2019 2018 Cash flows from operating activities Net income (loss) $ 516,852 $ 807,700 $ 630,654 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 491,086 483,255 389,164 Long-lived asset and other impairments 203,889 6,279 230,584 Goodwill impairment 441,017 — — Non-cash equity-based compensation expense 22,462 15,494 6,431 Deferred income taxes 3,296 7,609 139,048 Accretion and amortization of long-term obligations, net 8,654 8,441 5,943 Equity income, net – related parties ( 226,750 ) ( 237,518 ) ( 195,469 ) Distributions from equity-investment earnings – related parties 246,637 234,572 187,392 (Gain) loss on divestiture and other, net ( 8,634 ) 1,406 ( 1,312 ) (Gain) loss on early extinguishment of debt ( 11,234 ) — — (Gain) loss on interest-rate swaps — 125,334 7,972 Cash paid to settle interest-rate swaps ( 25,621 ) ( 107,685 ) — Other 193 236 752 Changes in assets and liabilities: (Increase) decrease in accounts receivable, net ( 193,688 ) ( 45,033 ) ( 60,502 ) Increase (decrease) in accounts and imbalance payables and accrued liabilities, net 144,437 ( 30,866 ) 45,605 Change in other items, net 24,822 54,876 ( 38,087 ) Net cash provided by operating activities 1,637,418 1,324,100 1,348,175 Cash flows from investing activities Capital expenditures ( 423,091 ) ( 1,188,829 ) ( 1,948,595 ) Acquisitions from related parties — ( 2,007,926 ) ( 254 ) Acquisitions from third parties ( 511 ) ( 93,303 ) ( 161,858 ) Contributions to equity investments – related parties ( 19,388 ) ( 128,393 ) ( 133,629 ) Distributions from equity investments in excess of cumulative earnings – related parties 32,160 30,256 29,585 Proceeds from the sale of assets to third parties 20,333 342 3,938 Additions to materials and supplies inventory and other ( 57,757 ) — — Net cash used in investing activities ( 448,254 ) ( 3,387,853 ) ( 2,210,813 ) Cash flows from financing activities Borrowings, net of debt issuance costs (1) 3,681,173 4,169,695 2,671,337 Repayments of debt (2) ( 3,803,888 ) ( 1,467,595 ) ( 1,040,000 ) Increase (decrease) in outstanding checks 20,699 1,571 ( 3,206 ) Registration expenses related to the issuance of Partnership common units — ( 855 ) — Distributions to Partnership unitholders (3) ( 695,834 ) ( 969,073 ) ( 502,457 ) Distributions to Chipeta noncontrolling interest owner ( 8,644 ) ( 9,663 ) ( 13,529 ) Distributions to noncontrolling interest owners of WES Operating ( 15,434 ) ( 118,225 ) ( 386,326 ) Net contributions from (distributions to) related parties 24,466 458,819 97,755 Above-market component of swap agreements with Anadarko (3) — 7,407 51,618 Finance lease payments (4) ( 14,207 ) ( 508 ) — Unit repurchases ( 32,535 ) — — Net cash provided by (used in) financing activities ( 844,204 ) 2,071,573 875,192 Net increase (decrease) in cash and cash equivalents 344,960 7,820 12,554 Cash and cash equivalents at beginning of period 99,962 92,142 79,588 Cash and cash equivalents at end of period $ 444,922 $ 99,962 $ 92,142 Supplemental disclosures Non-cash unit exchange with Occidental (3) $ ( 261,878 ) $ — $ — Net distributions to (contributions from) Anadarko of other assets — 90 ( 58,835 ) Interest paid, net of capitalized interest 349,913 293,795 140,720 Taxes paid (reimbursements received) ( 384 ) 96 2,408 Accrued capital expenditures 25,126 140,954 274,632 _________________________________________________________________________________________ (1) For the years ended December 31, 2019 and 2018, includes $ 11.0 million and $ 321.8 million of borrowings, respectively, under the APCWH Note Payable. (2) For the year ended December 31, 2019, includes a $ 439.6 million repayment to settle the APCWH Note Payable. See Note 6 . (3) See Note 6 . (4) For the year ended December 31, 2020, includes related-party payments of $ 6.4 million. See accompanying Notes to Consolidated Financial Statements. 114 Table of Contents WESTERN MIDSTREAM OPERATING, LP Report of Independent Registered Public Accounting Firm To the Board of Directors of Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP): Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Western Midstream Operating, LP and subsidiaries (WES Operating) as of December 31, 2020 and 2019, the related consolidated statements of operations, equity and partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of WES Operating as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of WES Operating’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to WES Operating in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. WES Operating is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of WES Operating’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment assessment of long-lived assets As discussed in Note 9 to the consolidated financial statements, WES Operating’s consolidated property, plant, and equipment balance was $8.7 billion as of December 31, 2020. During the year ended December 31, 2020, WES Operating recognized long-lived asset and other impairment charges of $203.9 million, a portion of which related to impairment of a specific long-lived asset group located in Wyoming and Utah. On at least a quarterly basis, 115 Table of Contents management reviews its asset groups for indicators of impairment that would indicate the carrying value of an asset group might not be recoverable. If an asset group displays an indicator of impairment, it is tested for recoverability by comparing the sum of the estimated future undiscounted cash flows attributable to the asset group to the carrying value of the asset group. An impairment loss is determined if the carrying value of the asset group is not recoverable and is measured as the excess of the carrying value over the asset group’s fair value. We identified the evaluation of the impairment assessment for a specific long-lived asset group in Wyoming and Utah as a critical audit matter. Subjective auditor judgment was required to evaluate WES Operating’s estimate of the fair value of the asset group, specifically the assessment of the projected throughput and discount rate assumptions. Specialized skills and knowledge were required to evaluate the discount rate used in the valuation model. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over WES Operating’s long-lived asset impairment process. This included certain controls over the determination of the forecasted throughput and the discount rate. We compared historical forecasted volumes to actual volumetric results to assess WES Operating’s ability to forecast. We evaluated the forecasted throughput included in the valuation model by comparing it to external market and industry data related to producer drilling activity in the relevant basin. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate used in the valuation model by developing a range of independent estimates that was determined using publicly available market data for comparable entities, and comparing the discount rate selected by management to the range of independently developed estimates. Goodwill impairment assessment for the gathering and processing reporting unit As discussed in Note 10 to the consolidated financial statements, WES Operating recognized a goodwill impairment of $441.0 million related to the gathering and processing reporting unit during the first quarter of 2020. WES Operating conducts an impairment test annually on October 1 and when events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. An impairment charge will be recognized to the extent that the fair value of a reporting unit is less than its carrying value. The fair value of the reporting unit is estimated using both the market approach and the income approach. The market approach estimates fair value by applying a market multiple, determined by reference to market multiples for comparable publicly traded companies, to the expected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the gathering and processing reporting unit. The income approach is based on forecasted future cash flows that are discounted to present value using a discount rate that considers timing and risk of future cash flows. We identified the evaluation of the goodwill impairment assessment for the gathering and processing reporting unit as a critical audit matter. A higher degree of subjective auditor judgment was required to evaluate the fair value of the gathering and processing reporting unit based on the market and income approaches. Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate WES Operating’s estimate of EBITDA multiples for comparable publicly traded companies and the discount rate used in determining the fair value of the reporting unit. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over WES Operating’s goodwill impairment process. This included certain controls over the determination of the EBITDA multiples and discount rate used in the estimation of the fair value of the gathering and processing reporting unit. We involved valuation professionals with specialized skills and knowledge, who assisted in assessing the EBITDA multiples used by management in the valuation, including examining the guideline public companies used to determine the market multiples and rationale for selected multiples used by management in the valuation analysis. Further, the valuation professionals assisted in evaluating the discount rate used in the discounted cash flow model by developing a range of independent estimates that was determined using publicly available market data for comparable entities and comparing the discount rate selected by management to the range of independently developed estimates. We tested the reconciliation of the aggregate estimated fair value of the reporting units to the market capitalization of Western Midstream Partners, LP. 116 Table of Contents Estimated constraint on variable consideration related to a certain gas-gathering revenue contract and oil-gathering revenue contract with a customer As discussed in Notes 1 and 2 to the consolidated financial statements, certain of WES Operating’s midstream services agreements have minimum-volume commitment demand fees and fees that require periodic rate redeterminations based on the related midstream facility cost-of-service rate provisions. Annual adjustments are made to the cost-of-service rates charged to certain of its customers, and as a result, a cumulative catch-up revenue adjustment related to services already provided may be recorded. WES Operating assesses whether a significant reversal of the cumulative catch-up revenue adjustment is probable of occurring and if so, the variable consideration may be constrained up to the amount of the probable significant reversal. We identified the assessment of the estimated constraint on variable consideration related to one gas-gathering contract and one oil-gathering revenue contract as a critical audit matter. A high degree of challenging auditor judgment was required to evaluate the probability of a significant reversal in the amount of variable consideration recognized due to the uncertainty related to ongoing legal proceedings and commercial negotiations with the counterparties to the contracts. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over WES Operating’s annual re-determination of the cost-of-service rate. This included certain controls over the determination of the constraint on the variable consideration expected to be received under the contracts. We evaluated responses received from external legal counsel to our audit inquiry on the progress of WES Operating’s legal proceedings with the counterparties to the contracts. We examined publicly available court filings to assess the development of the legal proceedings. We made inquiries of management and inspected information available regarding the status of negotiations with the counterparties and the resulting impact on the determination of the estimated constraint on variable consideration. We evaluated the accuracy of the data used by WES Operating to calculate the variable consideration constraint. /s/ KPMG LLP We have served as WES Operating’s auditor since 2007. Houston, Texas February 26, 2021 117 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, thousands except per-unit amounts 2020 2019 2018 Revenues and other Service revenues – fee based $ 2,584,323 $ 2,388,191 $ 1,905,728 Service revenues – product based 48,369 70,127 88,785 Product sales 138,559 286,388 303,020 Other 1,341 1,468 2,125 Total revenues and other (1) 2,772,592 2,746,174 2,299,658 Equity income, net – related parties 226,750 237,518 195,469 Operating expenses Cost of product 188,088 444,247 415,505 Operation and maintenance 580,874 641,219 480,861 General and administrative 152,217 107,772 63,166 Property and other taxes 68,340 61,352 51,848 Depreciation and amortization 491,086 483,255 389,164 Long-lived asset and other impairments 203,889 6,279 230,584 Goodwill impairment 441,017 — — Total operating expenses (2) 2,125,511 1,744,124 1,631,128 Gain (loss) on divestiture and other, net 8,634 ( 1,406 ) 1,312 Operating income (loss) 882,465 1,238,162 865,311 Interest income – Anadarko note receivable 11,736 16,900 16,900 Interest expense ( 380,058 ) ( 303,041 ) ( 181,796 ) Gain (loss) on early extinguishment of debt 11,234 — — Other income (expense), net (3) 1,008 ( 123,864 ) ( 4,955 ) Income (loss) before income taxes 526,385 828,157 695,460 Income tax expense (benefit) 5,998 13,472 58,934 Net income (loss) 520,387 814,685 636,526 Net income (loss) attributable to noncontrolling interest ( 20,990 ) 7,095 8,609 Net income (loss) attributable to Western Midstream Operating, LP $ 541,377 $ 807,590 $ 627,917 Limited partners’ interest in net income (loss): Net income (loss) attributable to Western Midstream Operating, LP $ 541,377 $ 807,590 $ 627,917 Pre-acquisition net (income) loss allocated to Anadarko — ( 29,279 ) ( 182,142 ) General partner interest in net (income) loss (4) — — ( 346,538 ) Common and Class C limited partners’ interest in net income (loss) (4) 541,377 778,311 99,237 Net income (loss) per common unit – basic and diluted (4) N/A N/A $ 0.55 ________________________________________________________________________________________ (1) Total revenues and other includes related-party amounts of $ 1.8 billion, $ 1.6 billion, and $ 1.4 billion for the years ended December 31, 2020, 2019, and 2018, respectively. See Note 6 . (2) Total operating expenses includes related-party amounts of $ 184.0 million, $ 501.4 million, and $ 333.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. See Note 6 . (3) Other income (expense), net includes losses associated with the interest-rate swap agreements for the years ended December 31, 2019 and 2018. See Note 13. (4) See Note 5. 118 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED BALANCE SHEETS December 31, thousands except number of units 2020 2019 ASSETS Current assets Cash and cash equivalents $ 418,537 $ 98,122 Accounts receivable, net 407,549 260,748 Other current assets 43,244 39,914 Total current assets 869,330 398,784 Anadarko note receivable — 260,000 Property, plant, and equipment Cost 12,641,745 12,355,671 Less accumulated depreciation 3,931,800 3,290,740 Net property, plant, and equipment 8,709,945 9,064,931 Goodwill 4,783 445,800 Other intangible assets 776,409 809,391 Equity investments 1,224,813 1,285,717 Other assets (1) 171,013 78,202 Total assets (2) $ 11,756,293 $ 12,342,825 LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL Current liabilities Accounts and imbalance payables $ 210,532 $ 293,128 Short-term debt 438,870 7,873 Accrued ad valorem taxes 41,427 35,160 Accrued liabilities 230,833 149,639 Total current liabilities 921,662 485,800 Long-term liabilities Long-term debt 7,415,832 7,951,565 Deferred income taxes 22,195 18,899 Asset retirement obligations 260,283 336,396 Other liabilities 275,570 208,346 Total long-term liabilities 7,973,880 8,515,206 Total liabilities (3) 8,895,542 9,001,006 Equity and partners’ capital Common units ( 318,675,578 units issued and outstanding at December 31, 2020 and 2019) 2,831,199 3,286,620 Total partners’ capital 2,831,199 3,286,620 Noncontrolling interest 29,552 55,199 Total equity and partners’ capital 2,860,751 3,341,819 Total liabilities, equity, and partners’ capital $ 11,756,293 $ 12,342,825 _________________________________________________________________________________________ (1) Other assets includes $ 4.2 million and $ 4.5 million of NGLs line-fill inventory as of December 31, 2020 and 2019, respectively. Other assets also includes $ 71.9 million of materials and supplies inventory as of December 31, 2020. See Note 1 . (2) Total assets includes related-party amounts of $ 1.5 billion and $ 1.7 billion as of December 31, 2020 and 2019, respectively, which includes related-party Accounts receivable, net of $ 246.1 million and $ 113.6 million as of December 31, 2020 and 2019, respectively. See Note 6 . (3) Total liabilities includes related-party amounts of $ 164.3 million and $ 108.8 million as of December 31, 2020 and 2019, respectively. See Note 6 . 119 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL Partners’ Capital thousands Net Investment by Anadarko Common Units Class C Units General Partner Units Noncontrolling Interest Total Balance at December 31, 2017 $ 1,050,171 $ 2,950,010 $ 780,040 $ 179,232 $ 61,729 $ 5,021,182 Cumulative effect of accounting change (1) 629 ( 41,108 ) ( 3,533 ) ( 696 ) 958 ( 43,750 ) Net income (loss) 182,142 87,581 11,656 346,538 8,609 636,526 Above-market component of swap agreements with Anadarko (2) — 51,618 — — — 51,618 Amortization of beneficial conversion feature of Class C units — ( 3,247 ) 3,247 — — — Distributions to Chipeta noncontrolling interest owner — — — — ( 13,529 ) ( 13,529 ) Distributions to WES Operating unitholders — ( 575,323 ) — ( 318,326 ) — ( 893,649 ) Contributions of equity-based compensation from Anadarko — 5,613 — 114 — 5,727 Net pre-acquisition contributions from (distributions to) related parties 97,755 — — — — 97,755 Net contributions from (distributions to) related parties 58,835 — — — — 58,835 Adjustments of net deferred tax liabilities ( 1,514 ) — — — — ( 1,514 ) Other — 396 — — — 396 Balance at December 31, 2018 $ 1,388,018 $ 2,475,540 $ 791,410 $ 206,862 $ 57,767 $ 4,919,597 Net income (loss) 29,279 765,678 10,636 1,997 7,095 814,685 Cumulative impact of the Merger transactions (3) — 926,236 ( 802,588 ) ( 123,648 ) — — Above-market component of swap agreements with Anadarko (2) — 7,407 — — — 7,407 Amortization of beneficial conversion feature of Class C units — ( 542 ) 542 — — — Distributions to Chipeta noncontrolling interest owner — — — — ( 9,663 ) ( 9,663 ) Distributions to WES Operating unitholders — ( 1,039,158 ) — ( 85,230 ) — ( 1,124,388 ) Acquisitions from related parties (4) ( 2,149,218 ) 141,717 — — — ( 2,007,501 ) Contributions of equity-based compensation from Occidental — 13,938 — 19 — 13,957 Net pre-acquisition contributions from (distributions to) related parties 458,819 — — — — 458,819 Net contributions from (distributions to) related parties — ( 90 ) — — — ( 90 ) Adjustments of net deferred tax liabilities 273,102 ( 4,375 ) — — — 268,727 Other — 269 — — — 269 Balance at December 31, 2019 $ — $ 3,286,620 $ — $ — $ 55,199 $ 3,341,819 Net income (loss) — 541,377 — — ( 20,990 ) 520,387 Distributions to Chipeta noncontrolling interest owner — — — — ( 8,644 ) ( 8,644 ) Distributions to WES Operating unitholders — ( 771,546 ) — — — ( 771,546 ) Acquisitions from related parties — ( 3,987 ) — — 3,987 — Contributions of equity-based compensation from Occidental — 14,604 — — — 14,604 Unit exchange with Occidental (2) — ( 261,878 ) — — — ( 261,878 ) Net contributions from (distributions to) related parties (5) — 24,466 — — — 24,466 Other — 1,543 — — — 1,543 Balance at December 31, 2020 $ — $ 2,831,199 $ — $ — $ 29,552 $ 2,860,751 _________________________________________________________________________________________ (1) Includes the adoption of Revenue from Contracts with Customers (Topic 606) on January 1, 2018. (2) See Note 6 . (3) See Note 1 . (4) The amount allocated to common unitholders represents a non-cash investing activity related to the assets and liabilities assumed in the AMA acquisition. (5) See December 2019 Agreements—Services, Secondment, and Employee Transfer Agreement within Note 1 . 120 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, thousands 2020 2019 2018 Cash flows from operating activities Net income (loss) $ 520,387 $ 814,685 $ 636,526 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 491,086 483,255 389,164 Long-lived asset and other impairments 203,889 6,279 230,584 Goodwill impairment 441,017 — — Non-cash equity-based compensation expense 14,604 14,235 6,153 Deferred income taxes 3,296 7,609 139,048 Accretion and amortization of long-term obligations, net 8,654 8,421 5,142 Equity income, net – related parties ( 226,750 ) ( 237,518 ) ( 195,469 ) Distributions from equity-investment earnings – related parties 246,637 234,572 187,392 (Gain) loss on divestiture and other, net ( 8,634 ) 1,406 ( 1,312 ) (Gain) loss on early extinguishment of debt ( 11,234 ) — — (Gain) loss on interest-rate swaps — 125,334 7,972 Cash paid to settle interest-rate swaps ( 25,621 ) ( 107,685 ) — Other 193 236 752 Changes in assets and liabilities: (Increase) decrease in accounts receivable, net ( 147,041 ) ( 44,939 ) ( 60,460 ) Increase (decrease) in accounts and imbalance payables and accrued liabilities, net 105,352 ( 29,745 ) 44,424 Change in other items, net 24,816 56,044 ( 37,802 ) Net cash provided by operating activities 1,640,651 1,332,189 1,352,114 Cash flows from investing activities Capital expenditures ( 423,091 ) ( 1,188,829 ) ( 1,948,595 ) Acquisitions from related parties — ( 2,007,926 ) ( 254 ) Acquisitions from third parties ( 511 ) ( 93,303 ) ( 161,858 ) Contributions to equity investments – related parties ( 19,388 ) ( 128,393 ) ( 133,629 ) Distributions from equity investments in excess of cumulative earnings – related parties 32,160 30,256 29,585 Proceeds from the sale of assets to third parties 20,333 342 3,938 Additions to materials and supplies inventory and other ( 57,757 ) — — Net cash used in investing activities ( 448,254 ) ( 3,387,853 ) ( 2,210,813 ) Cash flows from financing activities Borrowings, net of debt issuance costs (1) 3,681,173 4,169,695 2,671,344 Repayments of debt (2) ( 3,803,888 ) ( 1,439,595 ) ( 1,040,000 ) Increase (decrease) in outstanding checks 20,664 1,571 ( 3,206 ) Distributions to WES Operating unitholders (3) ( 771,546 ) ( 1,124,388 ) ( 893,649 ) Distributions to Chipeta noncontrolling interest owner ( 8,644 ) ( 9,663 ) ( 13,529 ) Net contributions from (distributions to) related parties 24,466 458,819 97,755 Above-market component of swap agreements with Anadarko (3) — 7,407 51,618 Finance lease payments (4) ( 14,207 ) ( 508 ) — Net cash provided by (used in) financing activities ( 871,982 ) 2,063,338 870,333 Net increase (decrease) in cash and cash equivalents 320,415 7,674 11,634 Cash and cash equivalents at beginning of period 98,122 90,448 78,814 Cash and cash equivalents at end of period $ 418,537 $ 98,122 $ 90,448 Supplemental disclosures Non-cash unit exchange with Occidental (3) $ ( 261,878 ) $ — $ — Net distributions to (contributions from) Anadarko of other assets — 90 ( 58,835 ) Interest paid, net of capitalized interest 349,913 293,561 139,482 Taxes paid (reimbursements received) ( 384 ) 96 2,408 Accrued capital expenditures 25,126 140,954 274,632 ________________________________________________________________________________________ (1) For the years ended December 31, 2019 and 2018, includes $ 11.0 million and $ 321.8 million of borrowings, respectively, under the APCWH Note Payable. (2) For the year ended December 31, 2019, includes a $ 439.6 million repayment to settle the APCWH Note Payable. See Note 6 . (3) See Note 6. (4) For the year ended December 31, 2020, includes related-party payments of $ 6.4 million. 121 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 by Anadarko Petroleum Corporation 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. “Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding Western Midstream Holdings, LLC. Anadarko became a wholly owned subsidiary of Occidental Petroleum Corporation as a result of Occidental Petroleum Corporation’s acquisition by merger of Anadarko on August 8, 2019. 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. “Related parties” refers to Occidental (see Note 6 ) and the Partnership’s investments accounted for under the equity method of accounting (see Note 7 ). 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 as an agent for its customers under certain contracts. As of December 31, 2020, the Partnership’s assets and investments consisted of the following: Wholly Owned and Operated Operated Interests Non-Operated Interests Equity Interests Gathering systems (1) 17 2 3 1 Treating facilities 39 3 — — Natural-gas processing plants/trains 25 3 — 5 NGLs pipelines 2 — — 5 Natural-gas pipelines 5 — — 1 Crude-oil pipelines 3 1 — 4 _________________________________________________________________________________________ (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. Latham Train II, a cryogenic train at the DJ Basin complex, commenced operations during the first quarter of 2020. Loving ROTF Trains III and IV, oil-stabilization trains at the DBM oil system, commenced operations during the first and third quarters of 2020, respectively. 122 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION December 2019 Agreements. On December 31, 2019, (i) the Partnership and certain of its subsidiaries, including WES Operating and WES Operating GP, entered into the below-described agreements with Occidental and/or certain of its subsidiaries, including Anadarko, and (ii) WES Operating entered into the below-described amendments to its debt agreements (collectively, the “December 2019 Agreements”). • Exchange Agreement. Western Gas Resources, Inc. (“WGRI”), the general partner, and the Partnership entered into a partnership interests exchange agreement (the “Exchange Agreement”), pursuant to which the Partnership canceled the non-economic general partner interest in the Partnership and simultaneously issued a 2.0 % general partner interest to the general partner in exchange for which WGRI transferred 9,060,641 common units to the Partnership, which immediately canceled such units on receipt. • Services, Secondment, and Employee Transfer Agreement. Occidental, Anadarko, and WES Operating GP entered into an amended and restated Services, Secondment, and Employee Transfer Agreement (the “Services Agreement”), pursuant to which Occidental, Anadarko, and their subsidiaries (i) seconded certain personnel employed by Occidental to WES Operating GP, in exchange for which WES Operating GP paid a monthly secondment and shared services fee to Occidental equivalent to the direct cost of the seconded employees until their transfer to the Partnership and (ii) agreed to continue to provide certain administrative and operational services to the Partnership for up to a two-year transition period. In January 2020, pursuant to the Services Agreement, Occidental made a one-time cash contribution of $ 20.0 million to WES Operating for anticipated transition costs required to establish stand-alone human resources and information technology functions. The Services Agreement also included provisions governing the transfer of certain employees to the Partnership and the assumption by the Partnership of liabilities relating to those employees at the time of their transfer. In late March 2020, seconded employees’ employment was transferred to the Partnership. • RCF amendment. WES Operating entered into an amendment to its $ 2.0 billion senior unsecured revolving credit facility (“RCF”) to, among other things, (i) effective on February 14, 2020, exercise the final one-year extension option to extend the maturity date of the RCF to February 14, 2025, for the extending lenders, and (ii) modify the change of control definition to provide, among other things, that, subject to certain conditions, if the limited partners of the Partnership elect to remove the general partner as the general partner of the Partnership in accordance with the terms of the partnership agreement, then such removal will not constitute a change of control under the RCF. See Note 13 . • Term loan facility amendment. WES Operating entered into an amendment to its $ 3.0 billion senior unsecured credit facility (“Term loan facility”) to, among other things, modify the change of control definition to provide, among other things, that, subject to certain conditions, if the limited partners of the Partnership elect to remove the general partner as the general partner of the Partnership in accordance with the terms of the partnership agreement, then such removal will not constitute a change of control under the Term loan facility. See Note 13 . • Termination of debt-indemnification agreements. WES Operating GP and certain wholly owned subsidiaries of Occidental mutually terminated the debt-indemnification agreements related to certain indebtedness incurred by WES Operating. • Termination of omnibus agreements. The Partnership and WES Operating entered into agreements with Occidental to terminate the WES and WES Operating omnibus agreements. See Note 6 . 123 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Merger transactions . On February 28, 2019, the Partnership, WES Operating, Anadarko, and certain of their affiliates completed the transactions contemplated by the Contribution Agreement and Agreement and Plan of Merger (the “Merger Agreement”), dated November 7, 2018, pursuant to which, among other things, (i) Clarity Merger Sub, LLC, a wholly owned subsidiary of the Partnership, merged with and into WES Operating, with WES Operating continuing as the surviving entity and as a subsidiary of the Partnership (the “Merger”), and (ii) WES Operating acquired the Anadarko Midstream Assets (“AMA”). See Note 3 . Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements include the accounts of the Partnership and entities in which it holds a controlling financial interest, including WES Operating and WES Operating GP. 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: 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 % Ranch Westex JV LLC (“Ranch Westex”) 50.00 % Front Range Pipeline LLC (“FRP”) 33.33 % Red Bluff Express Pipeline, LLC (“Red Bluff Express”) 30.00 % Enterprise EF78 LLC (“Mont Belvieu JV”) 25.00 % Rendezvous Gas Services, LLC (“Rendezvous”) 22.00 % Texas Express Pipeline LLC (“TEP”) 20.00 % Texas Express Gathering LLC (“TEG”) 20.00 % Whitethorn Pipeline Company LLC (“Whitethorn LLC”) 20.00 % Saddlehorn Pipeline Company, LLC (“Saddlehorn”) 20.00 % Cactus II Pipeline LLC (“Cactus II”) 15.00 % Panola Pipeline Company, LLC (“Panola”) 15.00 % 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. 124 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION 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 and Note 5 ), (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) the senior secured revolving credit facility (“WGP RCF”) until its repayment in March 2019. See Note 13 . 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 December 31, 2020 (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; therefore, the Partnership’s prior asset acquisitions from Anadarko were classified as transfers of net assets between entities under common control. As such, assets acquired from Anadarko initially were recorded at Anadarko’s historic carrying value, which did not equate to the total acquisition price paid by the Partnership. Further, subsequent to asset acquisitions from Anadarko, the Partnership was required to recast its financial statements to include the activities of acquired assets from the date of common control. For reporting periods that required recast, the consolidated financial statements for periods prior to the acquisition of assets from Anadarko were prepared from Anadarko’s historical cost-basis accounts and may not be necessarily indicative of the actual results of operations that would have occurred if the Partnership had owned the assets during the periods reported. Net income (loss) attributable to the assets acquired from Anadarko for periods prior to the Partnership’s acquisition of such assets was not allocated to the limited partners. 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, and certain prior-period amounts have been reclassified to conform to the current-year presentation. Noncontrolling interests. For periods subsequent to Merger completion, 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 % Occidental subsidiary-owned limited partner interest in WES Operating. For periods prior to Merger completion, the Partnership’s noncontrolling interests in the consolidated financial statements consisted of (i) the 25 % third-party interest in Chipeta, (ii) the publicly held limited partner interests in WES Operating, (iii) the common units issued by WES Operating to subsidiaries of Anadarko as part of the consideration paid for prior-period acquisitions from Anadarko, and (iv) the Class C units issued by WES Operating to a subsidiary of Anadarko as part of the funding for the acquisition of Delaware Basin Midstream, LLC (“DBM”). For all periods presented, WES Operating’s noncontrolling interest in the consolidated financial statements consists of the 25 % third-party interest in Chipeta. See Note 5. When WES Operating issues equity, the carrying amount of the noncontrolling interest reported by the Partnership is adjusted to reflect the noncontrolling ownership interest in WES Operating. The resulting impact of such noncontrolling interest adjustment on the Partnership’s interest in WES Operating is reflected as an adjustment to the Partnership’s partners’ capital. 125 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Fair value. The fair-value-measurement standard defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based on the degree to which the inputs are observable. The three input levels of the fair-value hierarchy are as follows: Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs). Level 3 – Inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in management’s internally developed present value of future cash flows model that underlies the fair value measurement). In determining fair value, management uses observable market data when available, or models that incorporate observable market data. When a fair value measurement is required and there is not a market-observable price for the asset or liability or a market-observable price for a similar asset or liability, the cost, income, or market approach is used, depending on the quality of information available to support management’s assumptions. The cost approach is based on management’s best estimate of the current asset replacement cost. The income approach uses management’s best assumptions regarding expectations of projected cash flows and discounts the expected cash flows using a commensurate risk-adjusted discount rate. Such evaluations involve significant judgment because results are based on expected future events or conditions, such as contractual rates, estimates of future throughput, capital and operating costs and the timing thereof, economic and regulatory climates, and other factors. The market approach uses management’s best assumptions regarding expectations of projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and an assumed multiple of that EBITDA that a willing buyer would pay to acquire an asset. Management’s estimates of future net cash flows and EBITDA are inherently imprecise because they reflect management’s expectation of future conditions that are often outside of management’s control. However, the assumptions used reflect a market participant’s view of long-term revenues, costs, and other factors, and are consistent with assumptions used in the Partnership’s business plans and investment decisions. Management uses relevant observable inputs available for the valuation technique employed to estimate fair value. If a fair-value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement is characterized based on the lowest level of input that is significant to the fair-value measurement. Non-financial assets and liabilities initially measured at fair value include certain assets and liabilities acquired in a third-party business combination, assets and liabilities exchanged in non-monetary transactions, goodwill and other intangibles, initial measurement of asset retirement obligations, and initial measurement of environmental obligations assumed in a third-party acquisition. Impairment analyses for long-lived assets, goodwill, equity investments, and the initial recognition of asset retirement obligations and environmental obligations use Level-3 inputs. The fair value of debt reflects any premium or discount for the difference between the stated interest rate and the quarter-end market interest rate and is based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments. See Note 13 . The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable reported on the consolidated balance sheets approximate fair value due to the short-term nature of these items. Cash equivalents. All highly liquid investments with a maturity of three months or less when purchased are considered cash equivalents. 126 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Credit losses. Accounts receivable represent contractual rights for services performed, with, on average, 30-day payment terms from the invoice date. Contract assets primarily relate to revenue accrued but not yet billed under cost-of-service contracts and accrued deficiency fees. Exposure to credit losses is analyzed within collective pools for all of our customers and, if necessary, individual customers may be analyzed separately if their credit quality becomes a concern. The Partnership monitors credit exposure to all customers to ensure exposures are within established credit limits. As of December 31, 2020, there have been no negative indications regarding the collectability of significant receivables as it relates to impacts from the global outbreak of the coronavirus (“COVID-19”) and the oil-market disruption resulting from significantly lower global demand and corresponding oversupply of crude oil. The Partnership will continue to monitor the credit quality of its customer base and assess collectability of these assets as appropriate. The allowance for expected credit losses was immaterial at December 31, 2020 and 2019. Imbalances. The consolidated balance sheets include imbalance receivables and payables resulting from differences in volumes received into the Partnership’s systems and volumes delivered by the Partnership to customers. Volumes owed to or by the Partnership that are subject to monthly cash settlement are valued according to the terms of the contract as of the balance sheet dates and reflect market index prices. Other volumes owed to or by the Partnership are valued at the Partnership’s weighted-average cost as of the balance sheet dates and are settled in-kind. As of December 31, 2020, imbalance receivables and payables were $ 13.0 million and $ 3.3 million, respectively. As of December 31, 2019, imbalance receivables and payables were $ 4.7 million and $ 2.7 million, respectively. Net changes in imbalance receivables and payables are reported in Cost of product in the consolidated statements of operations. Inventory. The cost of NGLs inventory is determined by the weighted-average cost method on a location-by-location basis. Inventory is stated at the lower of weighted-average cost or net realizable value. NGLs inventory is reported in Other current assets and NGLs line-fill inventory is reported in Other assets on the consolidated balance sheets. Materials and supplies inventory is valued at weighted-average cost, reviewed periodically for obsolescence, and assessed for impairment together with any associated property, plant, and equipment and other intangible assets. Beginning with the second quarter of 2020, materials and supplies inventory, previously reported in Other current assets, is prospectively reported in Other assets on the consolidated balance sheets. See Note 11 . Property, plant, and equipment and other intangible assets. Property, plant, and equipment and other intangible assets are stated at historical cost less accumulated depreciation or amortization, or fair value if impaired. Because prior long-lived asset acquisitions from Anadarko were transfers of net assets between entities under common control, the assets acquired were initially recorded at Anadarko’s historic carrying value. The difference between the carrying value of net assets acquired from Anadarko and the consideration paid has been recorded as an adjustment to partners’ capital. Assets acquired in a business combination or non-monetary exchange with a third party are initially recorded at fair value. All construction-related direct labor and material costs are capitalized. The cost of renewals and betterments that extend the useful life of property, plant, and equipment is also capitalized. The cost of repairs, replacements, and major maintenance projects that do not extend the useful life or increase the expected output of property, plant, and equipment is expensed as incurred. Depreciation is computed using the straight-line method based on estimated useful lives and salvage values of assets. Subsequent events could cause a change in estimates of remaining useful lives or salvage value, thereby impacting future depreciation amounts. Uncertainties that may impact these estimates include, but are not limited to, changes in laws and regulations relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions, and supply and demand in the area. 127 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Management assesses property, plant, and equipment together with any associated materials and supplies inventory and intangible assets, as described in Note 10 , for impairment when events or changes in circumstances indicate their carrying values may not be recoverable. Impairments exist when the carrying value of a long-lived asset exceeds the total estimated undiscounted net cash flows from the future use and eventual disposition of the asset. When alternative courses of action for future use of a long-lived asset are under consideration, estimates of future undiscounted net cash flows incorporate the possible outcomes and probabilities of their occurrence. If an impairment exists, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value, such that the asset’s carrying value is adjusted down to its estimated fair value with an offsetting charge to Long-lived asset and other impairments. Refer to Note 9 for a description of impairments recorded during the years ended December 31, 2020, 2019, and 2018. Capitalized interest. Interest is capitalized as part of the historical cost of constructing assets that are in progress. Capitalized interest is determined by multiplying the Partnership’s weighted-average borrowing cost on debt by the average amount of assets under construction. Cumulative capitalized interest accrued during the year is expensed through depreciation or impairment. 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. Goodwill. Goodwill is recorded when the purchase price of a business acquired exceeds the fair market value of the tangible and separately measurable intangible net assets. In addition, goodwill represents the allocated historic carrying value of midstream goodwill attributed to the Partnership’s assets previously acquired from Anadarko. The Partnership had allocated goodwill on its two reporting units: (i) gathering and processing and (ii) transportation. Goodwill is evaluated for impairment at the reporting unit level annually, as of October 1, or more often as facts and circumstances warrant. An initial qualitative assessment is performed to determine the likelihood of whether goodwill is impaired. If management concludes, based on qualitative factors, that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then no goodwill impairment is recorded and further testing is not necessary. If an assessment of qualitative factors does not result in management’s determination that the fair value of the reporting unit more likely than not exceeds its carrying value, then a quantitative assessment must be performed. If the quantitative assessment indicates that the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment is recorded for the amount by which the reporting unit’s carrying value exceeds its fair value through a charge to Goodwill impairment. The Partnership recognized a goodwill impairment of $ 441.0 million during the first quarter of 2020, which reduced the carrying value of goodwill to zero for the gathering and processing reporting unit. See Note 10 . Asset retirement obligations. When tangible long-lived assets are acquired or constructed, the initial estimated asset retirement obligation liability is recognized at fair value, measured using discounted expected future cash outflows of the settlement obligation, with an associated increase in property, plant, and equipment. Over time, the discounted liability is adjusted up to its expected settlement value through accretion expense, which is reported within Depreciation and amortization in the consolidated statements of operations. Estimated asset retirement costs typically extend many years into the future, and estimation requires significant judgment. Subsequent to the initial recognition, the liability is adjusted for any changes in the expected value of the retirement obligation (with a corresponding adjustment to property, plant, and equipment, or depreciation expense if the asset is fully depreciated) until the obligation is settled. Revisions in estimated asset retirement obligations may result from changes in estimated asset retirement costs, inflation rates, discount rates, and the estimated timing of settlement. See Note 12 . 128 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Environmental expenditures. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local laws and regulations. Losses associated with environmental obligations are accrued when the necessity for environmental remediation or other potential environmental liabilities becomes probable and the costs can be reasonably estimated, with the exception of environmental obligations acquired in a business combination, which are recorded at fair value at the time of acquisition. Accruals for estimated losses from environmental-remediation obligations are recognized no later than at the time of the completion of the remediation feasibility study or when the evaluation of response options is complete. These accruals are adjusted as additional information becomes available or as circumstances change. Costs of future expenditures for environmental-remediation obligations are not discounted to their present value. See Note 16. Revenue and cost of product. The Partnership provides gathering, processing, treating, transportation, and disposal services pursuant to a variety of contracts. Under these arrangements, the Partnership receives fees and/or retains a percentage of products or a percentage of the proceeds from the sale of the customer’s products. These revenues are included in Service revenues and Product sales in the consolidated statements of operations. Payment is generally received from the customer in the month following the service or delivery of the product. Contracts with customers generally have initial terms ranging from 5 to 10 years. Service revenues – fee based is recognized for fee-based contracts in the month of service based on the volumes delivered by the customer. Producers’ wells or production facilities are connected to the Partnership’s gathering systems for gathering, processing, treating, transportation, and disposal of natural gas, NGLs, condensate, crude oil, and produced water, as applicable. Revenues are valued based on the rate in effect for the month of service when the fee is either the same per-unit rate over the contract term or when the fee escalates and the escalation factor approximates inflation. Deficiency fees charged to customers that do not meet their minimum delivery requirements are recognized as services are performed based on an estimate of the fees that will be billed at the completion of the performance period. Because of its significant upfront capital investment, the Partnership may charge additional service fees to customers for only a portion of the contract term (i.e., for the first year of a contract or until reaching a volume threshold), and these fees are recognized as revenue over the expected period of customer benefit, which is generally the life of the related properties. Timing differences between amounts recognized in Service revenues – fee based and the amounts billed to customer are recognized as contract assets or contract liabilities, and are amortized over the related contract period. Prior to April 1, 2020, the Partnership also recognized revenue and cost of product expense from marketing services performed on behalf of its customers by Occidental. Effective April 1, 2020, changes to marketing-contract terms with Occidental terminated Occidental’s prior status as an agent of the Partnership for third-party sales and established Occidental as a customer of the Partnership. Accordingly, the Partnership no longer recognizes revenue and the equivalent cost of product expense for the marketing services performed by Occidental. See Note 6 . The Partnership also receives Service revenues – fee based from contracts that have minimum-volume commitment demand fees and fees that require periodic rate redeterminations based on the related facility cost of service. These fees include fixed and variable consideration that are recognized on a consistent per-unit rate over the term of the contract. Annual adjustments are made to the cost-of-service rates charged to customers, and a cumulative catch-up revenue adjustment related to services already provided to the minimum volumes under the contract may be recorded in future periods, with revenues for the remaining term of the contract recognized on a consistent per-unit rate based on the total expected variable consideration under the contract. The cost-of-service rates are calculated using a contractually specified rate of return and estimates including long-term assumptions for capital invested, receipt volumes, and operating and maintenance expenses. If the Partnership determines it is probable that a significant reversal in the cumulative catch-up revenue adjustment could occur, the variable consideration may be constrained up to the amount of the probable significant reversal. Service revenues – product based includes service revenues from percent-of-proceeds gathering and processing contracts that are recognized net of the cost of product for purchases from the Partnership’s customers since it is acting as the agent in the product sale. Keep-whole and percent-of-product agreements result in Service revenues – product based being recognized when the natural gas and/or NGLs are received from the customer as non-cash consideration for the services provided. Non-cash consideration for these services is valued at the time the services are provided. Revenue is also recognized in Product sales, along with the cost of product expense related to the sale, when the product received as non-cash consideration is sold to either Occidental or a third party. 129 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The Partnership also purchases natural-gas volumes from producers at the wellhead or from a production facility, typically at an index price, and charges the producer fees associated with the downstream gathering and processing services. When the fees relate to services performed after control of the product has transferred to the Partnership, the fees are treated as a reduction of the purchase cost. If the fees relate to services performed before control of the product has transferred to the Partnership, the fees are treated as Service revenues – fee based. Product sales revenue is recognized, along with cost of product expense related to the sale, when the purchased product is sold to either Occidental or a third party. The Partnership receives aid-in-construction reimbursements for certain capital costs necessary to provide services to customers (i.e., connection costs, etc.) under certain service contracts. Aid-in-construction reimbursements are reflected as a contract liability when received and are amortized to Service revenues – fee based over the expected period of customer benefit, which is generally the life of the related properties. Defined-contribution plan. Beginning in the first quarter of 2020, employees of the Partnership are eligible to participate in the Western Midstream Savings Plan, a defined-contribution benefit plan maintained by the Partnership. All regular employees may participate in the plan by making elective contributions that are matched by the Partnership, subject to certain limitations. The Partnership also makes other contributions based on plan guidelines. The Partnership recognized expense related to the plan of $ 12.5 million for the year ended December 31, 2020. Partnership income taxes. Deferred federal and state income taxes included in the accompanying consolidated financial statements are attributable to temporary differences between the financial statement carrying amount and tax basis of the Partnership’s investment in WES Operating. The Partnership’s accounting policy is to “look through” its investment in WES Operating for purposes of calculating deferred income tax asset and liability balances attributable to the Partnership’s interests in WES Operating. The Partnership had no material uncertain tax positions at December 31, 2020 or 2019. WES Operating income taxes. WES Operating generally is not subject to federal income tax or state income tax other than Texas margin tax on the portion of its income that is apportionable to Texas. Deferred state income taxes are recorded on temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. WES Operating routinely assesses the realizability of its deferred tax assets. If WES Operating concludes that it is more likely than not that some of the deferred tax assets will not be realized, the tax asset is reduced by recording a valuation allowance. With respect to assets previously acquired from Anadarko, WES Operating recorded Anadarko’s historic federal and state current and deferred income taxes for the periods prior to the acquisition of such assets. For periods on and subsequent to the acquisition, WES Operating is not subject to tax except for the Texas margin tax and, accordingly, does not record deferred federal income taxes related to the acquired assets. For periods beginning on and subsequent to the acquisition of assets from Anadarko, WES Operating made payments to Anadarko pursuant to the tax sharing agreement for its estimated share of taxes from all forms of taxation, excluding income taxes imposed by the United States, that are included in any combined or consolidated returns filed by Occidental. The aggregate difference in the basis of WES Operating’s assets for financial and tax reporting purposes cannot be readily determined as WES Operating does not have access to information about each partner’s tax attributes in WES Operating. The accounting standards for uncertain tax positions defines the criteria an individual tax position must satisfy for any part of the benefit of that position to be recognized in the financial statements. WES Operating had no material uncertain tax positions at December 31, 2020 or 2019. 130 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Partnership’s net income (loss) per common unit. Subsequent to entering into the Exchange Agreement, the Partnership applies the two-class method in determining net income (loss) per unit applicable to master limited partnerships having multiple classes of securities, including common units and general partner units. The two-class method allocates earnings pursuant to a formula that treats participating securities as having rights to earnings that otherwise would have been available to common unitholders. Under the two-class method, net income (loss) per unit is calculated as if all of the earnings for the period were distributed pursuant to the terms of the relevant contractual arrangement. The accounting guidance provides the methodology for the allocation of undistributed earnings to the general partner and limited partners and the circumstances in which such an allocation should be made. For the Partnership, earnings per unit is calculated based on the assumption that the Partnership distributes cash to its unitholders equal to the net income of the Partnership, notwithstanding the general partner’s ultimate discretion over the amount of cash to be distributed for the period, the existence of other legal or contractual limitations that would prevent distributions of all of the net income for the period, or any other economic or practical limitation on the ability to make a full distribution of the net income for the period. See Note 5 . WES Operating’s net income (loss) per common unit. For periods subsequent to the closing of the Merger, net income (loss) per common unit for WES Operating is not calculated because no publicly traded units remained outstanding. For periods prior to the closing of the Merger, WES Operating applied the two-class method in determining net income (loss) per unit applicable to master limited partnerships having multiple classes of securities, including common units, Class C units, general partner units, and IDRs. See Note 5 . Leases. The Partnership determines if an arrangement is a lease based on the rights and obligations conveyed at contract inception. Significant judgment is required when determining whether a customer obtains the right to direct the use of identified property or equipment. When the Partnership is a lessee at the lease-commencement date, a lease is classified as either operating or finance, and right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of future lease payments over the lease term. As the rate implicit in the Partnership’s leases is generally not readily determinable, the Partnership discounts lease liabilities using the Partnership’s incremental borrowing rate at the commencement date. Non-lease components associated with leases that begin in 2019 or later are accounted for as part of the lease component, and prepaid lease payments are included as ROU assets. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Partnership will exercise that option. Leases of 12 months or less are not recognized on the consolidated balance sheets. Lease cost is generally recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized over the lease term using the effective interest method. Variable lease payments are recognized when the obligation for those payments is incurred. When the Partnership is a lessor at the lease-commencement date, a lease is classified as operating, sales-type, or direct financing. The underlying assets associated with these agreements are evaluated for future use beyond the lease term. For operating leases, lease income is generally recognized on a straight-line basis over the lease term. Variable lease payments are recognized when the obligation for those payments is performed. The Partnership does not have sales-type or direct financing leases. Recently adopted accounting standards. Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326) significantly changes the accounting and disclosure requirements related to credit losses on financial assets. Under the new standard, entities are now required to estimate lifetime expected credit losses for trade receivables, loans, and other financial instruments as of the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts, resulting in earlier recognition of credit losses. There was no impact to the consolidated financial statements with the Partnership’s adoption of the standard on January 1, 2020. The Partnership has implemented the necessary changes to its processes and controls to support accounting and disclosure requirements under this ASU. 131 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. REVENUE FROM CONTRACTS WITH CUSTOMERS The following table summarizes revenue from contracts with customers: Year Ended December 31, thousands 2020 2019 2018 Revenue from customers Service revenues – fee based $ 2,360,680 $ 2,388,191 $ 1,905,728 Service revenues – product based 48,369 70,127 88,785 Product sales 138,559 287,055 310,895 Total revenue from customers 2,547,608 2,745,373 2,305,408 Revenue from other than customers Lease revenue (1) 223,643 — — Net gains (losses) on commodity-price swap agreements — ( 667 ) ( 7,875 ) Other 1,341 1,468 2,125 Total revenues and other $ 2,772,592 $ 2,746,174 $ 2,299,658 _________________________________________________________________________________________ (1) For the year ended December 31, 2020, includes fixed- and variable-lease revenue from an operating and maintenance agreement entered into with Occidental. See Operating lease within Note 6. Certain of the Partnership’s midstream services contracts have minimum-volume commitment demand fees and fees that require periodic rate redeterminations based on the related facility cost-of-service rate provisions (see Note 1) . During the year ended December 31, 2020, the Partnership constrained revenue under one of its gas-gathering and oil-gathering contracts due to uncertainty related to ongoing legal proceedings and commercial negotiations with the counterparties to the contracts. Future revenue reversals could occur to the extent the outcome of the legal proceedings and commercial negotiations differ from our current assumptions. Contract balances. Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 428.2 million and $ 362.6 million as of December 31, 2020 and 2019, respectively. Contract assets primarily relate to revenue accrued but not yet billed under cost-of-service contracts with fixed and variable fees and 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: Year Ended December 31, thousands 2020 2019 Contract assets balance at beginning of year $ 67,357 $ 47,621 Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period ( 7,129 ) ( 4,841 ) Additional estimated revenues recognized 3,877 14,698 Cumulative catch-up adjustment for change in estimated consideration due to an annual cost-of-service rate update ( 7,761 ) 9,879 Contract assets balance at end of year $ 56,344 $ 67,357 December 31, thousands 2020 2019 Other current assets $ 5,338 $ 7,129 Other assets 51,006 60,228 Total contract assets from contracts with customers $ 56,344 $ 67,357 132 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. REVENUE FROM CONTRACTS WITH CUSTOMERS Contract liabilities primarily relate to (i) 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, (ii) fixed and variable fees under cost-of-service contracts that are received from customers for which revenue recognition is deferred, and (iii) aid-in-construction payments received from customers that must be recognized over the expected period of customer benefit. The following table summarizes activity related to contract liabilities from contracts with customers: Year Ended December 31, thousands 2020 2019 Contract liabilities balance at beginning of year $ 222,274 $ 145,624 Cash received or receivable, excluding revenues recognized during the period 65,215 75,166 Revenues recognized that were included in the contract liability balance at the beginning of the period ( 13,842 ) ( 12,110 ) Cumulative catch-up adjustment for change in estimated consideration due to an annual cost-of-service rate update ( 6,710 ) 13,594 Contract liabilities balance at end of year $ 266,937 $ 222,274 December 31, thousands 2020 2019 Accrued liabilities $ 31,477 $ 19,659 Other liabilities 235,460 202,615 Total contract liabilities from contracts with customers $ 266,937 $ 222,274 Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2020, are presented in the following table. 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 2021 $ 792,553 2022 1,048,087 2023 993,059 2024 964,179 2025 882,461 Thereafter 2,698,435 Total $ 7,378,774 133 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. ACQUISITIONS AND DIVESTITURES AMA acquisition. In February 2019, WES Operating acquired AMA from Anadarko, which is comprised of (i) the DJ Basin oil system and Wattenberg processing plant located in the DJ Basin; (ii) the DBM oil system, APC water systems, a 50 % interest in Mi Vida, and a 50 % interest in Ranch Westex, located in West Texas; (iii) the Wamsutter pipeline located in Wyoming; (iv) a 20 % interest in Saddlehorn, a crude-oil and condensate pipeline that originates in Laramie County, Wyoming and terminates in Cushing, Oklahoma; and (v) a 15 % interest in Panola, an NGLs pipeline that originates in Panola County, Texas, and terminates in Mont Belvieu, Texas. AMA was acquired in exchange for aggregate consideration of $ 2.0 billion of cash, less the outstanding amount payable pursuant to an intercompany note (the “APCWH Note Payable”) assumed by WES Operating in connection with the transfer, and 45,760,201 WES Operating common units. These WES Operating common units, less 6,375,284 WES Operating common units retained by WGR Asset Holding Company LLC (“WGRAH”), converted into the right to receive common units of the Partnership at Merger completion. Red Bluff Express acquisition. In January 2019, the Partnership acquired a 30 % interest in Red Bluff Express, which owns a third-party-operated natural-gas pipeline connecting processing plants in Reeves and Loving Counties, Texas, to the WAHA hub in Pecos County, Texas. The Partnership acquired its 30 % interest from a third party via an initial net investment of $ 92.5 million, which represented a 30% share of costs incurred up to the date of acquisition. The initial investment was funded with cash on hand and the interest in Red Bluff Express is accounted for under the equity method of accounting. See Note 7 . Whitethorn LLC acquisition. In June 2018, the Partnership acquired a 20 % interest in Whitethorn LLC, which owns a crude-oil and condensate pipeline that originates in Midland, Texas, and terminates in Sealy, Texas (the “Midland-to-Sealy pipeline”) and related storage facilities (collectively referred to as “Whitethorn”). A third party operates Whitethorn and oversees the related commercial activities. In connection with its investment in Whitethorn LLC, the Partnership shares proportionally in the commercial activities. The Partnership acquired its 20 % interest via a $ 150.6 million net investment, which was funded with cash on hand and is accounted for under the equity method of accounting. See Note 7 . Cactus II acquisition. In June 2018, the Partnership acquired a 15 % interest in Cactus II, which owns a crude-oil pipeline operated by a third party (the “Cactus II pipeline”) connecting West Texas to the Corpus Christi area. The Cactus II pipeline began delivering crude oil during the third quarter of 2019 and became fully operational in the first quarter of 2020. The Partnership acquired its 15 % interest from a third party via an initial net investment of $ 12.1 million, which represented its share of costs incurred up to the date of acquisition. The initial investment was funded with cash on hand, and the interest in Cactus II is accounted for under the equity method of accounting. See Note 7 . Fort Union and Bison facilities. In October 2020, the Partnership (i) sold its 14.81 % interest in Fort Union Gas Gathering, LLC (“Fort Union”), which was accounted for under the equity method of accounting, and (ii) entered into an option agreement to sell the Bison treating facility, located in Northeast Wyoming, to a third party, exercisable during the first quarter of 2021. The Partnership received combined proceeds of $ 27.0 million, resulting in a net gain on sale of $ 21.0 million related to the Fort Union interest that was recorded in the fourth quarter of 2020 as Gain (loss) on divestiture and other, net in the consolidated statements of operations. A gain related to the option agreement and potential sale of the Bison treating facility will be recognized in the first quarter of 2021 if the option is exercised or expires. Newcastle system divestiture. In December 2018, the Newcastle system, located in Northeast Wyoming, was sold to a third party for $ 3.2 million, resulting in a net gain on sale of $ 0.6 million recorded as Gain (loss) on divestiture and other, net in the consolidated statements of operations. The Partnership previously held a 50 % interest in, and operated, the Newcastle system. 134 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. PARTNERSHIP DISTRIBUTIONS Partnership distributions. Under its partnership agreement, the Partnership distributes all of its available cash (beyond proper reserves as defined in its partnership agreement) to unitholders of record on the applicable record date within 55 days following each quarter’s end. The Board of Directors of the general partner (the “Board of Directors”) 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 2018 (1) March 31 $ 0.56875 $ 124,518 May 2018 June 30 0.58250 127,531 August 2018 September 30 0.59500 130,268 November 2018 December 31 0.60250 131,910 February 2019 2019 March 31 $ 0.61000 $ 276,324 May 2019 June 30 0.61800 279,959 August 2019 September 30 0.62000 280,880 November 2019 December 31 0.62200 281,786 February 2020 2020 March 31 $ 0.31100 $ 140,893 May 2020 June 30 0.31100 140,900 August 2020 September 30 0.31100 132,255 November 2020 December 31 (2) 0.31100 131,265 February 2021 _________________________________________________________________________________________ (1) The 2018 distributions were declared and paid prior to the closing of the Merger. (2) The Board of Directors declared a cash distribution to the Partnership’s unitholders for the fourth quarter of 2020 of $ 0.31100 per unit, or $ 131.3 million in aggregate. The cash distribution was paid on February 12, 2021 to unitholders of record at the close of business on February 1, 2021, including the general partner units that were issued on December 31, 2019 (see Note 1 ). Following the transactions contemplated by the Exchange Agreement, the general partner units are entitled to all quarterly distributions beginning with the cash distribution declared for the fourth quarter of 2019. Available cash. The amount of available cash (beyond proper reserves as defined in our 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 reserves to fund future capital expenditures; to comply with applicable laws, debt instruments, or other agreements; or 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. WES Operating partnership distributions. Immediately prior to the closing of the Merger, the WES Operating incentive distribution rights (“IDRs”) and general partner units were converted into WES Operating common units and a non-economic general partner interest in WES Operating, and at Merger completion, all WES Operating common units held by the public and subsidiaries of Anadarko (other than common units held by the Partnership, WES Operating GP, and 6.4 million common units held by a subsidiary of Anadarko) were converted into common units of the Partnership. Beginning with the first quarter of 2019, WES Operating makes quarterly cash distributions to the Partnership and WGRAH, a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating. See Note 5 . 135 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. PARTNERSHIP DISTRIBUTIONS WES Operating paid the following cash distributions to its limited partners for the periods presented: thousands Quarters Ended Total Quarterly Cash Distribution 2019 March 31 $ 283,271 June 30 288,083 September 30 289,676 December 31 290,314 2020 March 31 $ 143,404 June 30 143,404 September 30 143,404 December 31 127,470 Prior to the closing of the Merger, WES Operating paid the following cash distributions to WES Operating’s common and general partner unitholders for the periods presented: thousands except per-unit amounts Quarters Ended Total Quarterly Per-unit Distribution Total Quarterly Cash Distribution Distribution Date 2018 March 31 $ 0.935 $ 221,133 May 2018 June 30 0.950 225,691 August 2018 September 30 0.965 230,239 November 2018 December 31 0.980 234,787 February 2019 WES Operating Class C unit distributions. Prior to the closing of the Merger, WES Operating’s Class C units received quarterly distributions at an equivalent rate to WES Operating’s publicly traded common units. The Class C unit distributions were paid-in-kind with additional Class C Units (“PIK Class C units”) and were disregarded with respect to WES Operating’s distributions of available cash. The number of PIK Class C units issued in connection with a distribution payable on the Class C units was determined by dividing the corresponding distribution attributable to the Class C units by the volume-weighted average price of WES Operating’s common units for the ten days immediately preceding the payment date of the common unit distribution, less a 6 % discount. WES Operating recorded the PIK Class C unit distributions at fair value at the time of issuance. This Level-2 fair value measurement used WES Operating’s unit price as a significant input in the determination of the fair value. See Note 5 for further discussion of the Class C units. In February 2019, immediately prior to the closing of the Merger, all outstanding Class C units converted into WES Operating common units on a one -for-one basis. WES Operating’s general partner interest and incentive distribution rights. Prior to the closing of the Merger, WES Operating GP was entitled to 1.5 % of all quarterly distributions that WES Operating made prior to its liquidation, and as the former holder of the IDRs, was entitled to incentive distributions at the maximum distribution-sharing percentage of 48.0 %. Immediately prior to the closing of the Merger, the IDRs and the general partner units converted into WES Operating common units and a non-economic general partner interest in WES Operating. 136 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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.” On September 11, 2020, the Partnership assigned its 98 % interest in the 30-year $ 260.0 million note established in May 2008 between WES Operating and Anadarko (the “Anadarko note receivable”) to Anadarko, which Anadarko canceled and retired immediately upon receipt, in exchange for which Occidental caused certain of its subsidiaries to transfer an aggregate of 27,855,398 common units representing limited partner interests in the Partnership to the Partnership. The units were canceled by the Partnership immediately upon receipt. See Note 6. As of December 31, 2020, Occidental held 214,281,578 common units, representing a 50.7 % 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 2.1 % general partner interest in the Partnership (see Note 1 ). The public held 199,558,285 common units, representing a 47.2 % limited partner interest in the Partnership. Partnership equity repurchases. In November 2020, the Board of Directors authorized the Partnership to buy back up to $ 250.0 million of the Partnership’s common units through December 31, 2021 (the “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. As of December 31, 2020, the Partnership had repurchased 2,368,711 common units through open-market purchases for a total of $ 32.5 million. The units were canceled by the Partnership immediately upon receipt. Holdings of WES Operating equity. As of December 31, 2020, (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 ). WES Operating Class C units. In November 2014, WES Operating issued 10,913,853 Class C units to APC Midstream Holdings, LLC (“AMH”), pursuant to a Unit Purchase Agreement with Anadarko and AMH. The Class C units were issued to partially fund the acquisition of DBM. The Class C units were issued at a discount to the then-current market price of the common units into which they were convertible. This discount represented a beneficial conversion feature, and at issuance, was reflected as an increase to WES Operating common unitholders’ capital and a decrease to Class C unitholder capital to reflect the fair value of the Class C units at issuance. The beneficial conversion feature was considered a non-cash distribution that was recognized from the date of issuance through the date of conversion, resulting in an increase to Class C unitholder capital and a decrease to WES Operating common unitholders’ capital as amortized. The beneficial conversion feature was amortized assuming an extended conversion date of March 1, 2020, using the effective yield method. The impact of the beneficial conversion feature amortization was included in the calculation of earnings per unit (see WES Operating’s net income (loss) per common unit below). All outstanding Class C units converted into WES Operating common units on a one -for-one basis immediately prior to the closing of the Merger (see Note 1 ). 137 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. EQUITY AND PARTNERS’ CAPITAL Partnership’s net income (loss) per common unit. Following the transactions contemplated by the Exchange Agreement, 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 using the two-class method. Specifically, net income equal to the amount of available cash (beyond proper reserves as defined by the partnership agreement) was allocated to the common and general partner unitholders consistent with actual cash distributions and capital account allocations. Undistributed earnings (net income in excess of distributions) or undistributed losses (available cash in excess of net income (loss)) were then allocated to the common and general partner unitholders in accordance with their weighted-average ownership percentage during each period. 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. Net income (loss) attributable to assets acquired from Anadarko for periods prior to the acquisition of such assets was not allocated to the limited partners when calculating net income (loss) per common unit. WES Operating’s net income (loss) per common unit. For periods subsequent to the closing of the Merger, net income (loss) per common unit for WES Operating is not calculated because no publicly traded units remained outstanding. For periods prior to the closing of the Merger, Net income (loss) attributable to Western Midstream Operating, LP earned on and subsequent to the date of acquisition of the Partnership’s assets was allocated in the below-described manner. Net income (loss) attributable to assets acquired from Anadarko for periods prior to the acquisition of such assets was not allocated to the unitholders for purposes of calculating net income (loss) per common unit. WES Operating GP. The general partner’s allocation was equal to cash distributions plus its portion of undistributed earnings or losses. Specifically, net income equal to the amount of available cash (beyond proper reserves as defined by WES Operating’s partnership agreement) was allocated to the general partner consistent with actual cash distributions and capital account allocations, including incentive distributions. Undistributed earnings (net income in excess of distributions) or undistributed losses (available cash in excess of net income(loss)) were then allocated to the general partner in accordance with its weighted-average ownership percentage during each period. WES Operating Common and Class C unitholders. The Class C units were considered a participating security because they participated in distributions with common units according to a predetermined formula (see Note 4 ). The common and Class C unitholders’ allocation was equal to their cash distributions plus their respective allocations of undistributed earnings or losses. Specifically, net income equal to the amount of available cash (beyond proper reserves as defined by the WES Operating partnership agreement) was allocated to the common and Class C unitholders consistent with actual cash distributions and capital account allocations. Undistributed earnings or undistributed losses were then allocated to the common and Class C unitholders in accordance with their respective weighted-average ownership percentages during each period. The common unitholder allocation also included the impact of the amortization of the Class C units beneficial conversion feature. Similarly, the Class C unitholder allocation was impacted by the amortization of the Class C units beneficial conversion feature (see WES Operating Class C units above). 138 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. EQUITY AND PARTNERS’ CAPITAL Calculation of net income (loss) per unit. Basic net income (loss) per common unit was calculated by dividing the net income (loss) attributable to common unitholders by the weighted-average number of common units outstanding during the period. The common units issued in connection with acquisitions and equity offerings were included on a weighted-average basis for the periods these units were outstanding. Diluted net income (loss) per common unit was calculated by dividing the sum of (i) the net income (loss) attributable to common units adjusted for a reallocation of the common and Class C limited partners’ interest in net income (loss) and (ii) the net income (loss) attributable to the Class C units as a participating security, by the sum of the weighted-average number of common units outstanding plus the dilutive effect of the weighted-average number of outstanding Class C units. The following table illustrates the calculation of WES Operating’s net income (loss) per common unit for the year ended December 31, 2018: thousands except per-unit amounts Net income (loss) attributable to Western Midstream Operating, LP $ 627,917 Pre-acquisition net (income) loss allocated to Anadarko ( 182,142 ) General partner interest in net (income) loss ( 346,538 ) Common and Class C limited partners’ interest in net income (loss) $ 99,237 Net income (loss) allocable to common units (1) $ 84,334 Net income (loss) allocable to Class C units (1) 14,903 Common and Class C limited partners’ interest in net income (loss) $ 99,237 Net income (loss) per unit Common units – basic and diluted (2) $ 0.55 Weighted-average units outstanding Common units – basic and diluted 152,606 Excluded due to anti-dilutive effect: Class C units (2) 13,795 _________________________________________________________________________________________ (1) Adjusted to reflect amortization of the beneficial conversion feature. (2) The impact of Class C units would be anti-dilutive for the period presented. 139 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Year Ended December 31, thousands 2020 2019 2018 Revenues and other Service revenues – fee based $ 1,740,999 $ 1,441,875 $ 1,070,066 Service revenues – product based 8,509 7,062 3,339 Product sales 71,104 158,459 280,306 Total revenues and other 1,820,612 1,607,396 1,353,711 Equity income, net – related parties (1) 226,750 237,518 195,469 Operating expenses Cost of product 92,884 254,771 168,535 Operation and maintenance 49,533 146,990 115,948 General and administrative (2) 40,295 101,485 49,672 Total operating expenses 182,712 503,246 334,155 Gain (loss) on divestiture and other, net ( 2,870 ) — — Interest income – Anadarko note receivable 11,736 16,900 16,900 Interest expense ( 6 ) ( 1,970 ) ( 6,746 ) _________________________________________________________________________________________ (1) See Note 7 . (2) Includes (i) amounts charged by Occidental pursuant to the shared services agreements (see Shared services agreements within this Note 6 ) and (ii) equity-based compensation expense allocated to the Partnership by Occidental, portions of which are not reimbursed to Occidental and are reflected as contributions to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ). 140 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS Consolidated balance sheets December 31, thousands 2020 2019 Assets Accounts receivable, net (1) $ 291,253 $ 113,345 Other current assets 5,493 4,982 Anadarko note receivable — 260,000 Equity investments (2) 1,224,813 1,285,717 Other assets 50,967 60,221 Total assets 1,572,526 1,724,265 Liabilities Accounts and imbalance payables 6,664 — Short-term debt (3) — 7,873 Accrued liabilities 19,195 3,087 Other liabilities 138,796 97,800 Total liabilities 164,655 108,760 _________________________________________________________________________________________ (1) Increase attributable to the timing of certain related-party cash receipts. The Partnership received $ 77.8 million of the December 31, 2020, Accounts receivable, net balance by January 11, 2021. (2) See Note 7 . (3) Includes amounts related to finance leases (see Note 14 ) . Consolidated statements of cash flows Year Ended December 31, thousands 2020 2019 2018 Distributions from equity-investment earnings – related parties $ 246,637 $ 234,572 $ 187,392 Acquisitions from related parties — ( 2,007,926 ) ( 254 ) Contributions to equity investments – related parties ( 19,388 ) ( 128,393 ) ( 133,629 ) Distributions from equity investments in excess of cumulative earnings – related parties 32,160 30,256 29,585 APCWH Note Payable borrowings — 11,000 321,780 Repayment of APCWH Note Payable — ( 439,595 ) — Distributions to Partnership unitholders (1) ( 367,861 ) ( 566,868 ) ( 400,194 ) Distributions to WES Operating unitholders (2) ( 15,434 ) ( 19,768 ) ( 7,583 ) Net contributions from (distributions to) related parties 24,466 458,819 97,755 Above-market component of swap agreements with Anadarko — 7,407 51,618 Finance lease payments ( 6,382 ) ( 508 ) — _________________________________________________________________________________________ (1) Represents distributions paid to Occidental pursuant to the partnership agreement of the Partnership (see Note 4 and Note 5 ). (2) Represents distributions paid to certain subsidiaries of Occidental pursuant to WES Operating’s partnership agreement (see Note 4 and Note 5 ). 141 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS 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 from the Partnership’s consolidated financial statements: Consolidated statements of operations Year Ended December 31, thousands 2020 2019 2018 General and administrative (1) $ 41,609 $ 99,613 $ 48,819 _________________________________________________________________________________________ (1) Includes (i) amounts charged by Occidental pursuant to the shared services agreements (see Shared services agreements within this Note 6 ) and (ii) equity-based compensation expense allocated to WES Operating by Occidental, portions of which are not reimbursed to Occidental and are reflected as contributions to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ). Consolidated balance sheets December 31, thousands 2020 2019 Accounts receivable, net $ 246,083 $ 113,581 Consolidated statements of cash flows Year Ended December 31, thousands 2020 2019 2018 Distributions to WES Operating unitholders (1) $ ( 771,546 ) $ ( 1,025,931 ) $ ( 514,906 ) _________________________________________________________________________________________ (1) Represents distributions paid to the Partnership and certain subsidiaries of Occidental pursuant to WES Operating’s partnership agreement (see Note 4 and Note 5 ). For the year ended December 31, 2019, includes distributions to the Partnership and a subsidiary of Occidental related to the repayment of the WGP RCF (see Note 13 ). Related-party revenues. Related-party revenues include (i) income from the Partnership’s investments accounted for under the equity method of accounting (see Note 7 ) and (ii) 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 and processing 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 41 %, 38 %, and 36 % for the years ended December 31, 2020, 2019, and 2018, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 88 %, 84 %, and 80 % for the years ended December 31, 2020, 2019, and 2018, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was 87 %, 82 %, and 91 % for the years ended December 31, 2020, 2019, and 2018, respectively. 142 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS 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”), now Mesquite Energy, Inc. (“Mesquite”) that allows Mesquite to process gas under such agreement. For this reason, Anadarko continues to be liable under the Brasada gas processing agreement through 2034 to the extent Mesquite does not perform. For all periods presented, Mesquite has performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko. Further, in connection with the sale of its Uinta Basin assets in 2020, Kerr McGee Oil & Gas Onshore LP, a subsidiary of Occidental, retained the deficiency payment obligations under a gas processing agreement at the Chipeta plant. This contingent payment obligation extends through the earlier of October 1, 2022, or the termination of the processing agreement. Commodity purchase and sale agreements. Through December 31, 2020, the Partnership sold a significant amount of its natural gas and NGLs to Anadarko Energy Services Company (“AESC”), Occidental’s marketing affiliate. Prior to April 1, 2020, AESC acted as an agent on behalf of either the Partnership or the Partnership’s customers for third-party sales. Where AESC sold natural gas and NGLs on the Partnership’s customers’ behalf, the Partnership recognized associated service revenues and cost of product expense for the marketing services performed by AESC. When product sales were on the Partnership’s behalf, the Partnership recognized product sales revenues based on Occidental’s sales price to the third party and recorded the associated cost of product expense associated with the marketing activities provided by AESC. Effective April 1, 2020, changes to marketing-contract terms with AESC terminated AESC’s prior status as an agent of the Partnership for third-party sales and established AESC as a customer of the Partnership. Accordingly, the Partnership no longer recognizes service revenues and/or product sales revenues and the equivalent cost of product expense for the marketing services performed by AESC. This change has no impact to Operating income (loss), Net income (loss), the balance sheets, cash flows, or any non-GAAP metric used to evaluate the Partnership’s operations (see Key Performance Metrics under Part II, Item 7 of this Form 10-K). In addition, the Partnership purchases natural gas from AESC pursuant to purchase agreements. Marketing Transition Services Agreement. Effective December 31, 2019, certain subsidiaries of Anadarko entered into a transition services agreement (the “Marketing Transition Services Agreement”) to provide marketing-related services to certain of the Partnership’s subsidiaries through December 31, 2020, subject to the option to extend such services for an additional six-month period. The Marketing Transition Services Agreement was terminated on December 31, 2020. While the Partnership still has some marketing agreements with affiliates of Occidental, the Partnership began marketing and selling substantially all of its natural gas and NGLs directly to third parties beginning on January 1, 2021. Operating lease. Effective December 31, 2019, an affiliate of Occidental and a wholly owned subsidiary of the Partnership, the lessor, entered into an operating and maintenance agreement pursuant to which Occidental provides operational and maintenance services with respect to a crude-oil gathering system and associated treating facilities owned by the Partnership through December 31, 2021. See Note 14 . Related-party expenses. Operation and maintenance expense includes amounts accrued for or paid to related parties for the operation of the Partnership’s assets and for services provided to related parties, including field labor, measurement and analysis, and other disbursements. 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. Related-party expenses do not bear a direct relationship to related-party revenues, and third-party expenses do not bear a direct relationship to third-party revenues. 143 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS Shared services agreements. General and administrative expense includes costs incurred pursuant to the agreements discussed below. Under these agreements, Occidental has performed certain centralized corporate functions for the Partnership and WES Operating. • Services Agreement. Pursuant to the Services Agreement, which was amended and restated on December 31, 2019, specified employees of Occidental were seconded to WES Operating GP to provide, under the direction, supervision, and control of the general partner, (i) operating and routine maintenance service and (ii) corporate, administrative, and other services, with respect to the assets owned and operated by the Partnership. Occidental was reimbursed for the services provided by the seconded employees. In January 2020, pursuant to the Services Agreement, Occidental made a one-time cash contribution of $ 20.0 million to WES Operating for anticipated transition costs required to establish stand-alone human resources and information technology functions. In late March 2020, seconded employees’ employment was transferred to the Partnership. Occidental continues to provide certain limited administrative and operational services to the Partnership, with most services expected to be fully transitioned to the Partnership by December 31, 2021. For additional information on the Services Agreement, see Note 1 . • WES omnibus agreement. Prior to December 31, 2019, the Partnership had an omnibus agreement with Occidental and the general partner (the “WES omnibus agreement”) that governed (i) the Partnership’s obligation to reimburse Occidental for expenses incurred or payments made on its behalf in connection with Occidental’s provision of general and administrative services provided to the Partnership, including certain public company expenses and general and administrative expenses, (ii) the Partnership’s obligation to pay Occidental, in quarterly installments, an administrative services fee of $ 250,000 per year, which was subject to an annual increase pursuant to the omnibus agreement, and (iii) the Partnership’s obligation to reimburse Occidental for all insurance coverage expenses it incurred or payments it made on the Partnership’s behalf. The WES omnibus agreement was terminated as part of the December 2019 Agreements (see Note 1 ). • WES Operating omnibus agreement. Prior to December 31, 2019, WES Operating had a separate omnibus agreement with Occidental and WES Operating GP (the “WES Operating omnibus agreement”) that governed (i) Occidental’s obligation to indemnify WES Operating for certain liabilities and WES Operating’s obligation to indemnify Occidental for certain liabilities, (ii) WES Operating’s obligation to reimburse Occidental for expenses incurred or payments made on its behalf in conjunction with Occidental’s provision of general and administrative services provided to WES Operating, including salary and benefits of Occidental personnel, public company expenses, general and administrative expenses, and salaries and benefits of WES Operating’s executive management who were employees of Occidental, and (iii) WES Operating’s obligation to reimburse Occidental for all insurance coverage expenses it incurred or payments it made with respect to WES Operating’s assets. Occidental, in accordance with the partnership agreement and the WES Operating omnibus agreement, determined, in its reasonable discretion, amounts to be reimbursed by WES Operating in exchange for services provided under the WES Operating omnibus agreement. The WES Operating omnibus agreement was terminated as part of the December 2019 Agreements (see Note 1 ) . 144 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS Incentive Plans. General and administrative expense includes equity-based compensation expense allocated to the Partnership by Occidental for awards granted to the executive officers of the general partner and to other employees prior to their employment with the Partnership under (i) the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as amended and restated, (ii) Occidental’s 2015 Long-Term Incentive Plan, and (iii) Occidental’s Phantom Share Unit Award Plan (collectively referred to as the “Incentive Plans”). Grants made under equity-based compensation plans result in equity-based compensation expense, which is determined by reference to the fair value of equity compensation. For equity-based awards ultimately settled through the issuance of units or stock, the fair value is measured as of the grant date. General and administrative expense includes costs related to the Incentive Plans of $ 14.6 million, $ 12.9 million, and $ 6.6 million for the years ended December 31, 2020, 2019, and 2018, respectively. Portions of these amounts are reflected as contributions to partners’ capital in the consolidated statements of equity and partners’ capital. As of December 31, 2020, $ 12.5 million of estimated unrecognized compensation expense attributable to the Incentive Plans will be allocated to the Partnership over a weighted-average period of 0.7 years. December 2019 Agreements. As discussed in more detail in Note 1 , on December 31, 2019, the Partnership and certain of its subsidiaries, including WES Operating and WES Operating GP, entered into agreements with Occidental and/or certain of its subsidiaries, including Anadarko. Merger transactions. As discussed in more detail in Note 1 , on February 28, 2019, the Partnership, WES Operating, Anadarko, and certain of their affiliates completed the Merger and the other transactions contemplated in the Merger Agreement, which included the acquisition of AMA from Anadarko. See Note 3. Anadarko note receivable. In May 2008, WES Operating loaned $ 260.0 million to Anadarko in exchange for a 30-year note that bore interest at a fixed annual rate of 6.50 %, payable quarterly and classified as interest income in the consolidated statements of operations. On September 11, 2020, the Partnership and Occidental entered into a Unit Redemption Agreement, pursuant to which (i) WES Operating transferred and assigned its interest in the Anadarko note receivable to its limited partners on a pro-rata basis, transferring 98 % of its interest (and accrued interest owed under) the Anadarko note receivable to the Partnership and the remaining 2 % of its interest to WGRAH, a subsidiary of Occidental, (ii) the Partnership subsequently assigned the 98 % interest in (and accrued interest owed under) the Anadarko note receivable to Anadarko, which Anadarko canceled and retired immediately upon receipt, in exchange for which Occidental caused certain of its subsidiaries to transfer an aggregate of 27,855,398 common units of the Partnership to the Partnership, and (iii) the Partnership canceled such common units immediately upon receipt. Purchases from related parties. During the fourth quarter of 2020, a subsidiary of the Partnership entered into an agreement to purchase three electrical substations located in the DJ Basin from a subsidiary of Occidental for $ 2.0 million. This purchase was recorded as an Accrued capital expenditure as of December 31, 2020, and cash was paid in January of 2021. During 2019, the Partnership purchased $ 18.4 million of materials and supplies inventory from Occidental. Related-party asset contributions. The following table summarizes related-party contributions of other assets to the Partnership: Year Ended December 31, thousands 2019 2018 Cash consideration paid $ ( 425 ) $ ( 254 ) Net carrying value 335 59,089 Partners’ capital adjustment $ ( 90 ) $ 58,835 145 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS APCWH Note Payable. In June 2017, APC Water Holdings 1, LLC (“APCWH”) entered into an eight-year note payable agreement with Anadarko, which was repaid in the first quarter of 2019 at the Merger completion date. See Note 13 . Commodity-price swap agreements. WES Operating previously entered into commodity-price swap agreements with Anadarko to mitigate exposure to the commodity-price risk inherent in WES Operating’s percent-of-proceeds, percent-of-product, and keep-whole natural-gas processing contracts. These commodity-price swap agreements expired without renewal on December 31, 2018. Notional volumes for each product-based commodity-price swap agreement were not specifically defined. Instead, the commodity-price swap agreements applied to the actual volumes of natural gas, condensate, and NGLs purchased and sold. The commodity-price swap agreements did not satisfy the definition of a derivative financial instrument and, therefore did not require fair-value measurement. Net losses on commodity-price swap agreements were $ 0.7 million (due to settlement of 2018 activity in 2019) and $ 7.9 million for the years ended December 31, 2019 and 2018, respectively, reported in the consolidated statements of operations as related-party Product sales. A capital contribution from Anadarko related to the commodity-price swap agreements of $ 7.4 million and $ 51.6 million was recorded in the consolidated statements of equity and partners’ capital for the years ended December 31, 2019 and 2018, respectively. Concentration of credit risk. Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented in the consolidated statements of operations. 146 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY INVESTMENTS The following tables present the financial statement impact of the Partnership’s equity investments for the years ended December 31, 2020 and 2019: thousands Balance at December 31, 2018 Acquisitions Equity income, net Contributions (1) Distributions Distributions in excess of cumulative earnings (2) Balance at December 31, 2019 Fort Union $ 2,259 $ — $ ( 2,232 ) $ — $ — $ ( 637 ) $ ( 610 ) White Cliffs 43,020 — 9,500 5,414 ( 8,918 ) ( 3,139 ) 45,877 Rendezvous 37,841 — 769 — ( 2,710 ) ( 2,936 ) 32,964 Mont Belvieu JV 104,949 — 28,412 — ( 28,451 ) ( 1,874 ) 103,036 TEG 19,358 — 4,088 — ( 4,110 ) ( 1,137 ) 18,199 TEP 193,198 — 30,871 12,220 ( 32,733 ) — 203,556 FRP 176,436 — 32,617 30,175 ( 31,446 ) — 207,782 Whitethorn LLC 161,858 — 74,548 10,332 ( 74,856 ) ( 10,217 ) 161,665 Cactus II 106,360 — 10,755 56,252 ( 1,202 ) — 172,165 Saddlehorn 108,507 — 25,524 3,550 ( 24,726 ) — 112,855 Panola 22,769 — 2,136 — ( 2,137 ) ( 985 ) 21,783 Mi Vida 64,631 — 10,655 — ( 12,077 ) ( 5,402 ) 57,807 Ranch Westex 50,902 — 6,812 — ( 8,143 ) ( 2,893 ) 46,678 Red Bluff Express — 92,546 3,063 10,450 ( 3,063 ) ( 1,036 ) 101,960 Total $ 1,092,088 $ 92,546 $ 237,518 $ 128,393 $ ( 234,572 ) $ ( 30,256 ) $ 1,285,717 thousands Balance at December 31, 2019 Other-than-temporary impairment expense (3) Equity income, net Contributions Distributions Distributions in excess of cumulative earnings (2) Divestitures Balance at December 31, 2020 Fort Union $ ( 610 ) $ — $ ( 544 ) $ — $ — $ — $ 1,154 $ — White Cliffs 45,877 — 5,474 993 ( 4,892 ) ( 1,829 ) — 45,623 Rendezvous 32,964 — 52 — ( 1,994 ) ( 2,824 ) — 28,198 Mont Belvieu JV 103,036 — 25,913 — ( 25,951 ) ( 4,124 ) — 98,874 TEG 18,199 — 4,483 — ( 4,504 ) ( 1,517 ) — 16,661 TEP 203,556 — 36,351 — ( 39,655 ) ( 5,063 ) — 195,189 FRP 207,782 — 37,736 3,670 ( 39,254 ) ( 10,053 ) — 199,881 Whitethorn LLC 161,665 — 35,725 428 ( 41,070 ) ( 19 ) — 156,729 Cactus II 172,165 — 22,193 13,645 ( 31,982 ) ( 2,100 ) — 173,921 Saddlehorn 112,855 — 26,255 — ( 27,393 ) — — 111,717 Panola 21,783 — 2,047 — ( 2,047 ) ( 916 ) — 20,867 Mi Vida 57,807 — 10,764 — ( 11,563 ) ( 1,977 ) — 55,031 Ranch Westex 46,678 ( 29,399 ) 12,127 — ( 9,802 ) ( 706 ) — 18,898 Red Bluff Express 101,960 — 8,174 652 ( 6,530 ) ( 1,032 ) — 103,224 Total $ 1,285,717 $ ( 29,399 ) $ 226,750 $ 19,388 $ ( 246,637 ) $ ( 32,160 ) $ 1,154 $ 1,224,813 _________________________________________________________________________________________ (1) Includes capitalized interest of $ 3.6 million for the year ended December 31, 2019 related to the construction of the Cactus II pipeline. (2) 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. (3) Recorded in Long-lived asset and other impairments in the consolidated statements of operations. 147 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY INVESTMENTS The investment balance in White Cliffs at December 31, 2020, is $ 5.2 million less than the Partnership’s underlying equity in White Cliffs’ net assets, primarily due to the Partnership recording the acquisition of its initial 0.4 % interest in White Cliffs at Anadarko’s historic carrying value. This difference will be amortized to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of the White Cliffs pipeline. The investment balance in Rendezvous at December 31, 2020, includes $ 30.4 million for the purchase price allocated to the investment in Rendezvous in excess of the historic cost basis of WGRI, the entity that previously owned the interest in Rendezvous, which Anadarko acquired in August 2006. This excess balance is attributable to the difference between the fair value and book value of such gathering and treating facilities (at the time WGRI was acquired by Anadarko) and will be amortized to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of those facilities. The investment balance in Whitethorn LLC at December 31, 2020, is $ 36.2 million less than the Partnership’s underlying equity in Whitethorn LLC’s net assets, primarily due to terms of the acquisition agreement which provided the Partnership a share of pre-acquisition operating cash flow. This difference will be amortized to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of Whitethorn. The investment balance in Saddlehorn at December 31, 2020, was $ 17.0 million less than the Partnership’s underlying equity in Saddlehorn’s net assets, primarily due to income from an expansion project that was funded by Saddlehorn’s other owners being disproportionately allocated to the Partnership beginning in the second quarter of 2020. This difference will be amortized to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of the Saddlehorn pipeline. The investment balance in Ranch Westex at December 31, 2020, was $ 25.4 million less than the Partnership’s underlying equity in Ranch Westex’s net assets, primarily due to an impairment loss recognized by the Partnership in the third quarter of 2020. The impairment loss of $ 29.4 million resulted from a decline in value below the carrying value, which was determined to be other than temporary in nature. This investment was impaired to its estimated fair value of $ 16.7 million at September 30, 2020, using the income approach and Level-3 fair value inputs, due to a reduction in estimated future cash flows resulting from lower forecasted producer throughput. Management evaluates its equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value that is other than temporary. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether the investment has been impaired. Management assesses the fair value of equity investments using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss in the consolidated statements of operations. 148 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY INVESTMENTS The following tables present the summarized combined financial information for equity investments (amounts represent 100% of investee financial information): Year Ended December 31, thousands 2020 2019 2018 Revenues $ 1,635,132 $ 1,687,116 $ 1,300,921 Operating income 1,045,889 1,107,664 876,910 Net income 1,045,076 1,108,173 874,587 December 31, thousands 2020 2019 Current assets $ 398,933 $ 433,390 Property, plant, and equipment, net 5,653,853 5,754,160 Other assets 171,353 175,231 Total assets $ 6,224,139 $ 6,362,781 Current liabilities $ 144,629 $ 223,171 Non-current liabilities 31,383 27,024 Equity 6,048,127 6,112,586 Total liabilities and equity $ 6,224,139 $ 6,362,781 8. INCOME TAXES The Partnership is 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. Income attributable to the AMA assets prior to and including February 2019 was subject to federal and state income tax. Income earned on the AMA assets for periods subsequent to February 2019 was subject only to Texas margin tax on income apportionable to Texas. For the year ended December 31, 2020, the variance from the federal statutory rate was primarily due to our Texas margin tax liability. For the years ended December 31, 2019 and 2018, the variance from the federal statutory rate primarily was due to federal and state taxes on pre-acquisition income attributable to assets previously acquired from Anadarko, and our share of applicable Texas margin tax. The components of income tax expense (benefit) are as follows: Year Ended December 31, thousands 2020 2019 2018 Current income tax expense (benefit) Federal income tax expense (benefit) $ — $ 5,550 $ ( 79,264 ) State income tax expense (benefit) 2,702 313 ( 850 ) Total current income tax expense (benefit) 2,702 5,863 ( 80,114 ) Deferred income tax expense (benefit) Federal income tax expense (benefit) — 2,782 133,044 State income tax expense (benefit) 3,296 4,827 6,004 Total deferred income tax expense (benefit) 3,296 7,609 139,048 Total income tax expense (benefit) $ 5,998 $ 13,472 $ 58,934 149 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. INCOME TAXES Total income taxes differed from the amounts computed by applying the statutory income tax rate to income (loss) before income taxes. The sources of these differences are as follows: Year Ended December 31, thousands except percentages 2020 2019 2018 Income (loss) before income taxes $ 522,850 $ 821,172 $ 689,588 Statutory tax rate — % — % — % Tax computed at statutory rate $ — $ — $ — Adjustments resulting from: Federal taxes on pre-acquisition income attributable to assets acquired from Anadarko — 8,332 54,243 State taxes on pre-acquisition income attributable to assets acquired from Anadarko (net of federal benefit) — — 1,745 Texas margin tax expense (benefit) 5,998 5,140 2,946 Income tax expense (benefit) $ 5,998 $ 13,472 $ 58,934 Effective tax rate 1 % 2 % 9 % The tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are as follows: December 31, thousands 2020 2019 Depreciable property $ ( 22,061 ) $ ( 18,642 ) Other intangible assets ( 812 ) ( 678 ) Other 678 421 Net long-term deferred income tax liabilities $ ( 22,195 ) $ ( 18,899 ) 150 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. PROPERTY, PLANT, AND EQUIPMENT A summary of the historical cost of property, plant, and equipment is as follows: December 31, thousands Estimated Useful Life 2020 2019 Land N/A $ 9,696 $ 9,495 Gathering systems – pipelines 30 years 5,231,212 5,092,004 Gathering systems – compressors 15 years 2,096,905 1,929,377 Processing complexes and treating facilities 25 years 3,424,368 3,237,801 Transportation pipeline and equipment 6 to 45 years 168,205 173,572 Produced-water disposal systems 20 years 831,719 754,774 Assets under construction N/A 176,834 486,584 Other 3 to 40 years 702,806 672,064 Total property, plant, and equipment 12,641,745 12,355,671 Less accumulated depreciation 3,931,800 3,290,740 Net property, plant, and equipment $ 8,709,945 $ 9,064,931 The cost of property classified as “Assets under construction” is excluded from capitalized costs being depreciated. These amounts represent property that is not yet placed into productive service as of the respective balance sheet date. Long-lived asset and other impairments. During the year ended December 31, 2020, the Partnership recognized impairments of $ 203.9 million, primarily due to $ 150.2 million of impairments for assets located in Wyoming and Utah. These assets were impaired to estimated fair values of $ 105.5 million. The Partnership assesses whether events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The fair value of assets with impairment triggers were 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. These impairments were primarily triggered by reductions in estimated future cash flows resulting from lower forecasted producer throughput and lower commodity prices. Long-lived asset and other impairments on the consolidated statements of operations for the year ended December 31, 2020, also includes a $ 29.4 million other-than-temporary impairment of the Partnership’s investment in Ranch Westex (see Note 7 ). The remaining impairments of $ 24.3 million were primarily at the DJ Basin complex and DBM oil system due to the cancellation of projects and impairments of rights-of-way. During the year ended December 31, 2019, the Partnership recognized impairments of $ 6.3 million, primarily at the DJ Basin complex due to impairments of rights-of-way and cancellation of projects. During the year ended December 31, 2018, the Partnership recognized impairments of $ 230.6 million, including impairments of $ 125.9 million at the Third Creek gathering system and $ 8.1 million at the Kitty Draw gathering system. These assets were impaired to estimated salvage values of $ 1.8 million and zero , respectively, using the market approach and Level-3 fair value inputs, due to the shutdown of these systems in May 2018. During 2018, the Partnership also recognized impairments of $ 38.7 million and $ 34.6 million at the Hilight and MIGC systems, respectively. These assets were impaired to estimated fair values of $ 4.9 million and $ 15.2 million, respectively, using the income approach and Level-3 fair value inputs, due to a reduction in estimated future cash flows. The remaining $ 23.3 million of impairments primarily was related to (i) a $ 10.9 million impairment at the GNB NGL pipeline, which was impaired to estimated fair value of $ 10.0 million using the income approach and Level-3 fair value inputs, and (ii) a $ 5.6 million impairment related to an idle facility at the Chipeta complex, which was impaired to estimated salvage value of $ 1.5 million using the market approach and Level-3 fair value inputs. 151 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. PROPERTY, PLANT, AND EQUIPMENT Potential future long-lived asset impairments. As of December 31, 2020, it is reasonably possible that prolonged low commodity prices, further commodity-price declines, changes to producers’ drilling plans in response to lower prices, and potential producer bankruptcies could result in future long-lived asset impairments. For example, on April 29, 2020, the Partnership received notice that Sanchez is attempting to reject a number of midstream and downstream agreements with commercial counterparties, including Sanchez’s Springfield gathering agreements and agreements obligating Sanchez to deliver the gas volumes gathered by the Springfield system to our Brasada processing plant. If the attempted rejection is successful, the Partnership’s South Texas assets could be impaired. 10. GOODWILL AND OTHER INTANGIBLES Goodwill. Goodwill is recorded when the purchase price of a business acquired exceeds the fair market value of the tangible and separately measurable intangible net assets. Goodwill also includes the allocated historic carrying value of midstream goodwill attributed to the Partnership’s assets previously acquired from Anadarko. The Partnership’s goodwill has been allocated to two reporting units: (i) gathering and processing and (ii) transportation. The Partnership evaluates goodwill for impairment at the reporting-unit level on an annual basis, as of October 1, or more often as facts and circumstances warrant. An initial qualitative assessment is performed to determine the likelihood of whether goodwill is impaired and if deemed necessary based on this assessment, a quantitative assessment is then performed. If the quantitative assessment indicates that the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment is recorded for the amount by which the reporting unit’s carrying value exceeds its fair value. During the three months ended March 31, 2020, the Partnership performed an interim goodwill impairment test due to a significant decline in the trading price of the Partnership’s common units, triggered by the combined impacts from the global outbreak of COVID-19 and the oil-market disruption resulting from significantly lower global demand and corresponding oversupply of crude oil. The Partnership primarily used the market approach and Level-3 inputs to estimate the fair value of its two reporting units. The market approach was based on multiples of EBITDA and the Partnership’s projected future EBITDA. The EBITDA multiples were based on current and historic multiples for comparable midstream companies of similar size and business profit to the Partnership. The EBITDA projections require significant assumptions including, among others, future throughput volumes based on current expectations of producer activity and operating costs. The reasonableness of the market approach was tested against an income approach that was based on a discounted cash-flow analysis. Key assumptions in this analysis include the use of an appropriate discount rate, terminal-year multiples, and estimated future cash flows, including estimates of throughput, capital expenditures, operating, and general and administrative costs. The Partnership also reviewed the reasonableness of the total fair value of both reporting units to the market capitalization as of March 31, 2020, and the reasonableness of an implied acquisition premium. Impairment determinations involve significant assumptions and judgments, and differing assumptions regarding any of these inputs could have a significant effect on the valuations. As a result of the interim impairment test, the Partnership recognized a goodwill impairment of $ 441.0 million during the first quarter of 2020, which reduced the carrying value of goodwill for the gathering and processing reporting unit to zero . Goodwill allocated to the transportation reporting unit of $ 4.8 million as of March 31, 2020, was not impaired. The Partnership’s annual qualitative goodwill impairment assessment as of October 1, 2020, indicated no further impairment. Qualitative factors also were assessed in the fourth quarter of 2020 to review any changes in circumstances subsequent to the annual test. This assessment also indicated no impairment. Other intangible assets. The other intangible assets balance on the consolidated balance sheets includes the fair value, net of amortization, primarily related to (i) contracts assumed in connection with the Platte Valley and Wattenberg processing plant acquisitions in 2011, which are being amortized on a straight-line basis over 38 years and (ii) contracts assumed in connection with the DBM acquisition in November 2014, which are being amortized on a straight-line basis over 30 years. The Partnership assesses other intangible assets for impairment together with related underlying long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. See Property, plant, and equipment and other intangible assets in Note 1 for further discussion of management’s process to evaluate potential impairment of long-lived assets. 152 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. GOODWILL AND OTHER INTANGIBLES The following table presents the gross carrying value and accumulated amortization of other intangible assets: December 31, thousands 2020 2019 Gross carrying value $ 979,863 $ 979,863 Accumulated amortization ( 203,454 ) ( 170,472 ) Other intangible assets $ 776,409 $ 809,391 Amortization expense for intangible assets was $ 33.0 million, $ 32.0 million, and $ 30.8 million for the years ended December 31, 2020, 2019, and 2018, respectively. Intangible asset amortization to be recorded in each of the next five years is estimated to be $ 31.7 million for the years ended December 31, 2021 to December 31, 2025. 11. SELECTED COMPONENTS OF WORKING CAPITAL A summary of accounts receivable, net is as follows: The Partnership WES Operating December 31, December 31, thousands 2020 2019 2020 2019 Trade receivables, net $ 452,718 $ 260,458 $ 407,547 $ 260,694 Other receivables, net 162 54 2 54 Total accounts receivable, net $ 452,880 $ 260,512 $ 407,549 $ 260,748 A summary of other current assets is as follows: The Partnership WES Operating December 31, December 31, thousands 2020 2019 2020 2019 NGLs inventory $ 882 $ 906 $ 882 $ 906 Materials and supplies inventory (1) — 23,444 — 23,444 Imbalance receivables 12,976 4,690 12,976 4,690 Prepaid insurance 8,131 5,676 6,113 3,652 Contract assets 5,338 7,129 5,338 7,129 Other 17,935 93 17,935 93 Total other current assets $ 45,262 $ 41,938 $ 43,244 $ 39,914 _________________________________________________________________________________________ (1) See Note 1 . 153 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. SELECTED COMPONENTS OF WORKING CAPITAL A summary of accrued liabilities is as follows: The Partnership WES Operating December 31, December 31, thousands 2020 2019 2020 2019 Accrued interest expense $ 137,307 $ 72,064 $ 137,307 $ 72,064 Short-term asset retirement obligations 20,215 22,472 20,215 22,472 Short-term remediation and reclamation obligations 2,950 3,528 2,950 3,528 Income taxes payable 3,399 697 3,399 697 Contract liabilities 31,477 19,659 31,477 19,659 Other (1) 74,599 31,373 35,485 31,219 Total accrued liabilities $ 269,947 $ 149,793 $ 230,833 $ 149,639 _________________________________________________________________________________________ (1) As of December 31, 2019, includes amounts related to WES Operating’s interest-rate swap agreements and lease liabilities related to the implementation of ASU 2016-02, Leases (Topic 842) (see Note 13 and Note 14) . 12. ASSET RETIREMENT OBLIGATIONS The following table provides a summary of changes in asset retirement obligations: Year Ended December 31, thousands 2020 2019 Carrying amount of asset retirement obligations at beginning of year $ 358,868 $ 325,962 Liabilities incurred 9,565 27,360 Liabilities settled ( 20,418 ) ( 17,104 ) Accretion expense 15,070 13,599 Revisions in estimated liabilities ( 82,587 ) 9,051 Carrying amount of asset retirement obligations at end of year $ 280,498 $ 358,868 Revisions in estimated liabilities for the year ended December 31, 2020, primarily related to a reduction in expected settlement costs across several of the Partnership’s assets, with the largest decreases at the Third Creek gathering system, DJ Basin complex, Hilight system, and West Texas complex. Liabilities incurred for the year ended December 31, 2019, represented additions in asset retirement obligations primarily due to capital expansions at the West Texas and DJ Basin complexes. Revisions in estimated liabilities for the year ended December 31, 2019, primarily related to (i) changes in expected settlement costs at the West Texas and DJ Basin complexes and (ii) changes to the expected abandonment timing of transportation assets in Wyoming. 154 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. 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: December 31, 2020 December 31, 2019 thousands Principal Carrying Value Fair Value (1) Principal Carrying Value Fair Value (1) Short-term debt 5.375% Senior Notes due 2021 $ 431,081 $ 430,606 $ 436,241 $ — $ — $ — Finance lease liabilities (2) 8,264 8,264 8,264 7,873 7,873 7,873 Total short-term debt $ 439,345 $ 438,870 $ 444,505 $ 7,873 $ 7,873 $ 7,873 Long-term debt 5.375 % Senior Notes due 2021 $ — $ — $ — $ 500,000 $ 498,168 $ 515,042 4.000 % Senior Notes due 2022 580,917 580,555 597,568 670,000 669,322 689,784 Floating-Rate Senior Notes due 2023 239,978 238,879 235,066 — — — 3.100 % Senior Notes due 2025 1,000,000 992,900 1,028,614 — — — 3.950 % Senior Notes due 2025 500,000 494,866 512,807 500,000 493,830 504,968 4.650 % Senior Notes due 2026 500,000 496,708 524,880 500,000 496,197 513,393 4.500 % Senior Notes due 2028 400,000 395,617 415,454 400,000 395,113 390,920 4.750 % Senior Notes due 2028 400,000 396,555 418,786 400,000 396,190 400,962 4.050 % Senior Notes due 2030 1,200,000 1,189,407 1,342,996 — — — 5.450 % Senior Notes due 2044 600,000 593,598 607,234 600,000 593,470 533,710 5.300 % Senior Notes due 2048 700,000 687,048 694,172 700,000 686,843 610,841 5.500 % Senior Notes due 2048 350,000 342,543 343,928 350,000 342,432 310,198 5.250 % Senior Notes due 2050 1,000,000 983,512 1,100,375 — — — RCF — — — 380,000 380,000 380,000 Term loan facility — — — 3,000,000 3,000,000 3,000,000 Finance lease liabilities 23,644 23,644 23,644 — — — Total long-term debt $ 7,494,539 $ 7,415,832 $ 7,845,524 $ 8,000,000 $ 7,951,565 $ 7,849,818 _________________________________________________________________________________________ (1) Fair value is measured using the market approach and Level-2 fair value inputs. (2) Includes related-party amounts as of December 31, 2019. 155 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. DEBT AND INTEREST EXPENSE Debt activity. The following table presents the debt activity for the years ended December 31, 2020 and 2019: thousands Carrying Value Balance at December 31, 2018 $ 5,242,874 RCF borrowings 1,160,000 Term loan facility borrowings 3,000,000 APCWH Note Payable borrowings 11,000 Finance lease liabilities 7,873 Repayments of RCF borrowings ( 1,000,000 ) Repayment of WGP RCF borrowings ( 28,000 ) Repayment of APCWH Note Payable ( 439,595 ) Other 5,286 Balance at December 31, 2019 $ 7,959,438 RCF borrowings 220,000 Issuance of Floating-Rate Senior Notes due 2023 300,000 Issuance of 3.100 % Senior Notes due 2025 1,000,000 Issuance of 4.050 % Senior Notes due 2030 1,200,000 Issuance of 5.250 % Senior Notes due 2050 1,000,000 Finance lease liabilities 24,035 Repayments of RCF borrowings ( 600,000 ) Repayment of Term loan facility borrowings ( 3,000,000 ) Repayment of 5.375 % Senior Notes due 2021 ( 68,919 ) Repayment of 4.000 % Senior Notes due 2022 ( 89,083 ) Repayment of Floating-Rate Senior Notes due 2023 ( 60,022 ) Other ( 30,747 ) Balance at December 31, 2020 $ 7,854,702 WES Operating Senior Notes. In January 2020, WES Operating issued the following notes: • Fixed-Rate 3.100 % Senior Notes due 2025, 4.050 % Senior Notes due 2030, and 5.250 % Senior Notes due 2050, offered to the public at prices of 99.962 %, 99.900 %, and 99.442 %, respectively, of the face amount (collectively referred to as the “Fixed-Rate Senior Notes”). Including the effects of the issuance prices, underwriting discounts, and interest-rate adjustments (described below), the effective interest rates of the Senior Notes due 2025, 2030, and 2050, were 4.291 %, 5.173 %, and 6.375 %, respectively, at December 31, 2020. These effective interest rates will increase by 0.25 % on February 1, 2021, due to credit-rating downgrades. Interest is paid on each such series semi-annually on February 1 and August 1 of each year, beginning August 1, 2020; and • Floating-Rate Senior Notes due 2023 (the “Floating-Rate Senior Notes”). As of December 31, 2020, the interest rate on the Floating-Rate Senior Notes was 2.07 %. Interest is paid quarterly in arrears on January 13, April 13, July 13, and October 13 of each year. Interest is determined at a benchmark rate (which is initially a three-month London Interbank Offered Rate) on the interest determination date plus an initial spread of 0.85 %. 156 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. DEBT AND INTEREST EXPENSE Net proceeds from the Fixed-Rate Senior Notes and Floating-Rate Senior Notes were used to repay the $ 3.0 billion in outstanding borrowings under the Term loan facility and outstanding amounts under the RCF, and for general partnership purposes. The interest payable on each of the Fixed-Rate Senior Notes and Floating-Rate Senior Notes is subject to adjustment from time to time if the credit rating assigned to such notes declines below certain specified levels or if credit-rating downgrades are subsequently followed by credit-rating upgrades. In 2020, Fitch Ratings and Standard and Poor’s downgraded WES Operating’s long-term debt from “BBB-” to “BB” and Moody’s Investors Service downgraded WES Operating’s long-term debt from “Ba1” to “Ba2.” As a result of these downgrades, annualized borrowing costs will increase by $ 43.0 million. During the year ended December 31, 2020, WES Operating purchased and retired $ 218.0 million of certain of its senior notes and Floating-Rate Senior Notes via open-market repurchases, and gains of $ 13.5 million were recognized for the early retirement of these notes. As of December 31, 2020, the 5.375% Senior Notes due 2021 were classified as short-term debt on the consolidated balance sheet. Subsequent to December 31, 2020, WES Operating delivered notice to redeem the 5.375% Senior Notes due 2021 on March 1, 2021, as per the optional redemption terms in WES Operating’s indenture. At December 31, 2020, WES Operating was in compliance with all covenants under the relevant governing indentures. WGP RCF. The WGP RCF, which previously was available to purchase WES Operating common units and for general partnership purposes, matured in March 2019, and the $ 28.0 million of outstanding borrowings were repaid. Revolving credit facility. The RCF is expandable to a maximum of $ 2.5 billion and bears interest at the London Interbank Offered Rate (“LIBOR”), plus applicable margins ranging from 1.00 % to 1.50 %, or an alternate base rate equal to the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50 %, or (c) LIBOR plus 1.00 %, in each case plus applicable margins currently ranging from zero to 0.50 %, based on WES Operating’s senior unsecured debt rating. A required quarterly facility fee is paid ranging from 0.125 % to 0.250 % of the commitment amount (whether drawn or undrawn), which also is based on the senior unsecured debt rating. In December 2019, WES Operating entered into an amendment to the RCF to, among other things, exercise the final one-year extension option to extend the maturity date of the RCF from February 2024 to February 2025, for each extending lender. The maturity date with respect to each non-extending lender, whose commitments represent $ 100.0 million out of $ 2.0 billion of total commitments from all lenders, remains February 2024. See Note 1 . As of December 31, 2020, there were no outstanding borrowings and $ 5.1 million of outstanding letters of credit, resulting in $ 2.0 billion of available borrowing capacity under the RCF. As of December 31, 2020 and 2019, the interest rate on any outstanding RCF borrowings was 1.64 % and 3.04 %, respectively. The facility-fee rate was 0.25 % and 0.20 % at December 31, 2020 and 2019, respectively. At December 31, 2020, WES Operating was in compliance with all covenants under the RCF. As a result of credit-rating downgrades (see WES Operating Senior Notes above), beginning in the second quarter of 2020, the interest rate on outstanding RCF borrowings increased by 0.20 % and the RCF facility-fee rate increased by 0.05 %, from 0.20 % to 0.25 %. Term loan facility. In December 2018, WES Operating entered into the Term loan facility, the proceeds from which were used to fund substantially all of the cash portion of the consideration under the Merger Agreement and the payment of related transaction costs (see Note 1 ). As of December 31, 2019, the interest rate on the outstanding borrowings was 3.10 %. In January 2020, WES Operating repaid the outstanding borrowings with proceeds from the issuance of the Fixed-Rate Senior Notes and Floating-Rate Senior Notes and terminated the Term loan facility (see WES Operating Senior Notes above). During the first quarter of 2020, a loss of $ 2.3 million was recognized for the early termination of the Term loan facility. 157 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. DEBT AND INTEREST EXPENSE APCWH Note Payable. In June 2017, in connection with funding the construction of the APC water systems that were acquired as part of the AMA acquisition, APCWH entered into an eight-year note payable agreement with Anadarko. This note payable had a maximum borrowing limit of $ 500.0 million, including accrued interest. The APCWH Note Payable was repaid at Merger completion. See Note 1 . Interest-rate swaps. In December 2018 and March 2019, WES Operating entered into interest-rate swap agreements with an aggregate notional principal amount of $ 750.0 million and $ 375.0 million, respectively, to manage interest-rate risk associated with anticipated debt issuances. Pursuant to these swap agreements, WES Operating received a floating interest rate indexed to the three-month LIBOR and paid a fixed interest rate. In November and December 2019, WES Operating entered into additional interest-rate swap agreements with an aggregate notional principal amount of $ 1,125.0 million, effectively offsetting the swap agreements entered into in December 2018 and March 2019. In December 2019, all outstanding interest-rate swap agreements were settled. As part of the settlement, WES Operating made cash payments of $ 107.7 million and recorded an accrued liability of $ 25.6 million to be paid quarterly in 2020. For the year ended December 31, 2020, WES Operating made cash payments of $ 25.6 million. These cash payments were classified as cash flows from operating activities in the consolidated statements of cash flows. The Partnership did not apply hedge accounting and, therefore, gains and losses associated with the interest-rate swap agreements were recognized in earnings. For the year ended December 31, 2019, non-cash losses of $ 125.3 million were recognized, which are included in Other income (expense), net in the consolidated statements of operations. Interest expense. The following table summarizes the amounts included in interest expense: Year Ended December 31, thousands 2020 2019 2018 Third parties Long-term and short-term debt $ ( 369,815 ) $ ( 315,872 ) $ ( 200,454 ) Finance lease liabilities ( 1,510 ) — — Amortization of debt issuance costs and commitment fees ( 13,501 ) ( 12,424 ) ( 9,110 ) Capitalized interest 4,774 26,980 32,479 Total interest expense – third parties ( 380,052 ) ( 301,316 ) ( 177,085 ) Related parties APCWH Note Payable — ( 1,833 ) ( 6,746 ) Finance lease liabilities ( 6 ) ( 137 ) — Total interest expense – related parties ( 6 ) ( 1,970 ) ( 6,746 ) Interest expense $ ( 380,058 ) $ ( 303,286 ) $ ( 183,831 ) 158 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. LEASES The Partnership adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019, using the modified retrospective method applied to all leases in existence on January 1, 2019, and prior-period financial statements were not adjusted. The Partnership elected not to reassess contracts that commenced prior to adoption, to continue applying its current accounting policy for existing or expired land easements, and not to recognize ROU assets or lease liabilities for short-term leases. Lessee. The Partnership has entered into operating leases that extend through 2039 for corporate offices, shared field offices, easements, and equipment supporting the Partnership’s operations, with both Occidental and third parties as lessors. The Partnership also had subleased equipment from Occidental via finance leases that extended through April 2020. During the first quarter of 2020, the Partnership entered into finance leases with third parties for equipment and vehicles extending through 2029. The following table summarizes information related to the Partnership’s leases: December 31, 2020 2019 thousands except lease term and discount rate Operating Leases Finance Leases Operating Leases Finance Leases Assets Other assets $ 38,985 $ — $ 3,985 $ — Net property, plant, and equipment — 31,487 — 7,892 Total lease assets (1) $ 38,985 $ 31,487 $ 3,985 $ 7,892 Liabilities Accrued liabilities $ 3,958 $ — $ 1,805 $ — Short-term debt — 8,264 — 7,873 Other liabilities 34,843 — 3,035 — Long-term debt — 23,644 — — Total lease liabilities (1) $ 38,801 $ 31,908 $ 4,840 $ 7,873 Weighted-average remaining lease term (years) 9 7 5 — Weighted-average discount rate (%) 5.1 4.3 4.7 2.9 ________________________________________________________________________________________ (1) Includes additions to ROU assets and lease liabilities of $ 39.7 million and $ 8.5 million related to finance leases for the year ended December 31, 2020 and 2019, respectively. Includes additions to ROU assets and lease liabilities of $ 40.5 million related to operating leases for the year ended December 31, 2020. Lease expense charged to the Partnership was $ 56.5 million for the year ended December 31, 2018. The following table summarizes the Partnership’s lease cost: Year Ended December 31, thousands 2020 2019 Operating lease cost $ 7,702 $ 6,932 Short-term lease cost 43,102 1,295 Variable lease cost ( 46 ) 256 Sublease income ( 414 ) ( 414 ) Finance lease cost Amortization of ROU assets 8,346 562 Interest on lease liabilities 1,516 137 Total lease cost $ 60,206 $ 8,768 159 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. LEASES The following table summarizes cash paid for amounts included in the measurement of lease liabilities: Year Ended December 31, 2020 2019 thousands Operating Leases Finance Leases Operating Leases Finance Leases Operating cash flows $ 5,750 $ 1,516 $ 7,042 $ 118 Financing cash flows — 14,207 — 508 The following table reconciles the undiscounted cash flows to the operating and finance lease liabilities at December 31, 2020: thousands Operating Leases Finance Leases 2021 $ 4,042 $ 8,557 2022 7,763 6,757 2023 4,902 4,383 2024 4,253 3,205 2025 4,101 3,095 Thereafter 25,415 10,752 Total lease payments 50,476 36,749 Less portion representing imputed interest 11,675 4,841 Total lease liabilities $ 38,801 $ 31,908 Lessor. Effective December 31, 2019, an affiliate of Occidental and a wholly owned subsidiary of the Partnership entered into an operating and maintenance agreement pursuant to which Occidental provides operational and maintenance services with respect to a crude-oil gathering system and associated treating facilities owned by the Partnership through December 31, 2021. The agreement and underlying contracts include (i) fixed consideration, which is measured as the minimum-volume commitment for both gathering and treating, and (ii) variable consideration, which consists of all volumes above the minimum-volume commitment. Subsequent to the initial two-year term, the agreement provides for automatic one-year extensions, unless either party exercises its option to terminate the lease with advance notice. For the year ended December 31, 2020, the Partnership recognized fixed-lease revenue of $ 175.8 million and variable-lease revenue of $ 47.9 million related to these agreements, with such amounts included in Service revenues – fee based in the consolidated statements of operations. The following table presents the undiscounted cash flows expected to be received for all operating leases in effect as of December 31, 2020. This presentation includes minimum fixed lease payments and does not include an estimate of variable lease consideration. thousands 2021 $ 193,925 2022 — 2023 — 2024 — 2025 — Thereafter — Total lease payments $ 193,925 160 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. EQUITY-BASED COMPENSATION The general partner has the authority to grant equity compensation awards under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (“WES LTIP”) and the Western Gas Partners, LP 2017 Long-Term Incentive Plan (assumed by the Partnership in connection with the Merger) to its independent directors, executive officers, and employees. As of December 31, 2020, the WES LTIP and the Western Gas Partners, LP 2017 Long-Term Incentive Plan had 2,823,967 and 3,431,251 units, respectively, available for future issuance. On February 10, 2020, the Board of Directors approved awards of phantom units (the “Awards”) to the Partnership’s executive officers under the WES LTIP. The Awards include (i) an award of time-vested phantom units that vest ratably over a three-year period (“Time-Based Awards”), (ii) a market award that vests after a three-year performance period based on the Partnership’s relative total unitholder return as compared to a group of peer companies (“TUR Awards”), and (iii) a performance award that vests based on the Partnership’s average return on assets over a three-year performance period (“ROA Awards”). At vesting, the number of vested units for the TUR Awards and the ROA Awards will be determined in accordance with the terms of the respective Award Agreements that provide for payout percentages ranging from 0 % to 200 % based on results achieved over the applicable performance period. At vesting, the Awards generally will be settled in Partnership common units. Prior to vesting, the Awards pay in-kind distributions in the form of Partnership common units. During the year ended December 31, 2020, the Partnership issued 48,070 common units as in-kind distributions under such Awards. In addition, time-vested phantom units are awarded under the WES LTIP to non-executive employees and independent directors of the Partnership from time to time, which vest ratably over a three-year period and one year from the grant date, respectively. Prior to vesting, the awards to non-executive employees and independent directors pay distribution equivalents in cash. The equity-based compensation expense attributable to these awards is amortized over the vesting periods applicable to the awards using the straight-line method. Expense is recognized based on the grant-date fair value and recorded, net of actual forfeitures, as General and administrative expense in the consolidated statements of operations. The fair value of the Time-Based Awards and non-executive awards is based on the observable market price of the Partnership’s units on the grant date of the award. The fair value of the TUR Awards is determined using a Monte Carlo simulation at the grant date of the award. The fair value of the ROA awards is adjusted quarterly based on the current period unit price and the estimated performance rating at vesting. For ROA Awards, all performance-related fair-value changes are recognized in compensation expense during the performance period. The total fair value of phantom units vested was $ 0.5 million, $ 1.2 million, and $ 0.6 million for the years ended December 31, 2020, 2019, and 2018, respectively, based on the market price at the vesting date. Compensation expense for the long-term incentive plans was $ 7.9 million, $ 1.0 million, and $ 0.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, the Partnership had $ 16.9 million of estimated unrecognized compensation expense attributable to the WES LTIP that will be recognized over a weighted-average period of 1.6 years. The following table summarizes time-vested award activity under the WES LTIP for the years ended December 31, 2020, 2019, and 2018: 2020 2019 2018 Time-Vested Awards Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Non-vested units at beginning of year $ — — $ 35.08 7,128 $ 43.39 5,763 Granted 15.49 1,442,821 29.75 25,212 35.08 7,128 Vested 9.54 ( 53,551 ) 31.62 ( 44,572 ) 43.39 ( 5,763 ) Forfeited 16.27 ( 81,664 ) — — — — Converted (1) — — 33.46 12,232 — — Non-vested units at end of year 15.69 1,307,606 — — 35.08 7,128 ________________________________________________________________________________________ (1) At closing of the Merger, WES Operating phantom units awarded under the Western Gas Partners, LP 2017 Long-Term Incentive Plan converted into phantom units of the Partnership under the WES LTIP. 161 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. EQUITY-BASED COMPENSATION The following table summarizes TUR Awards and ROA Awards activity under the WES LTIP for the year ended December 31, 2020: TUR Awards ROA Awards Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Non-vested units at January 1, 2020 $ — — $ — — Granted 17.79 124,067 16.27 124,067 Forfeited 17.79 ( 15,586 ) 16.27 ( 15,586 ) Non-vested units at December 31, 2020 17.79 108,481 17.97 108,481 The following table summarizes award activity under the Western Gas Partners, LP 2017 Long-Term Incentive Plan for the years ended December 31, 2019 and 2018. There were no awards issued under this plan in 2020. 2019 2018 Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Non-vested units at beginning of year $ 49.88 8,020 $ 55.73 7,180 Granted — — 49.88 8,020 Vested — — 55.73 ( 7,180 ) Converted (1) 49.88 ( 8,020 ) — — Non-vested units at end of year — — 49.88 8,020 _________________________________________________________________________________________ (1) At closing of the Merger, WES Operating phantom units awarded under the Western Gas Partners, LP 2017 Long-Term Incentive Plan converted into phantom units of the Partnership under the WES LTIP. 162 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. 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 December 31, 2020 and 2019, the consolidated balance sheets included $ 8.2 million and $ 5.4 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. The recorded obligations do not include any anticipated insurance recoveries. The majority of payments related to these obligations are expected to be made over the next five years. Management regularly monitors the remediation and reclamation process and the liabilities recorded and believes its environmental obligations are adequate to fund remedial actions required to comply with present laws and regulations, and that the ultimate liability for these matters, if any, will not differ materially from recorded amounts nor materially affect the overall results of operations, cash flows, or financial condition. There can be no assurance, however, that current regulatory requirements will not change, or past non-compliance with environmental issues will not be discovered. See Note 11 . 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 short-term payment obligations, or commitments, related to its capital spending programs, and those of its unconsolidated related parties, the majority of which is expected to be paid in the next twelve months. These commitments primarily relate to construction and expansion projects at the West Texas and DJ Basin complexes, DBM water systems, and DBM oil system. 163 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.