Western Midstream Partners, LP 10-Q

wes-20240331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WESTERN MIDSTREAM PARTNERS, LP WESTERN MIDSTREAM OPERATING, LP (Exact name of registrant as specified in its charter) Commission file number: State or other jurisdiction of incorporation or organization: I.R.S. Employer Identification No.: Western Midstream Partners, LP 001-35753 Delaware 46-0967367 Western Midstream Operating, LP 001-34046 Delaware 26-1075808 Address of principal executive offices: Zip Code: Registrant’s telephone number, including area code: Western Midstream Partners, LP 9950 Woodloch Forest Drive, Suite 2800 The Woodlands, Texas 77380 (346) 786-5000 Western Midstream Operating, LP 9950 Woodloch Forest Drive, Suite 2800 The Woodlands, Texas 77380 (346) 786-5000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of exchange on which registered Common units outstanding as of May 3, 2024: Western Midstream Partners, LP Common units WES New York Stock Exchange 380,490,963 Western Midstream Operating, LP None None None None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Western Midstream Partners, LP Yes þ No ¨ Western Midstream Operating, LP Yes þ No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Western Midstream Partners, LP Yes þ No ¨ Western Midstream Operating, LP Yes þ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non - accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b - 2 of the Exchange Act. Western Midstream Partners, LP Large Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller Reporting Company Emerging Growth Company þ ☐ ☐ ☐ ☐ Western Midstream Operating, LP Large Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller Reporting Company Emerging Growth Company ☐ ☐ þ ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Western Midstream Partners, LP ¨ Western Midstream Operating, LP ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b - 2 of the Exchange Act). Western Midstream Partners, LP Yes ☐ No þ Western Midstream Operating, LP Yes ☐ No þ FILING FORMAT This quarterly report on Form 10-Q is a combined report being filed by two separate registrants: Western Midstream Partners, LP and Western Midstream Operating, LP. Western Midstream Operating, LP is a consolidated subsidiary of Western Midstream Partners, LP that has publicly traded debt, but does not have any publicly traded equity securities. Information contained herein related to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrant. Part I, Item 1 of this quarterly report includes separate financial statements (i.e., consolidated statements of operations, consolidated balance sheets, consolidated statements of equity and partners’ capital, and consolidated statements of cash flows) for Western Midstream Partners, LP and Western Midstream Operating, LP. The accompanying Notes to Consolidated Financial Statements, which are included under Part I, Item 1 of this quarterly report, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part I, Item 2 of this quarterly report, are presented on a combined basis for each registrant, with any material differences between the registrants disclosed separately. TABLE OF CONTENTS PAGE PART I FINANCIAL INFORMATION (UNAUDITED) Item 1. Financial Statements Western Midstream Partners, LP Consolidated Statements of Operations for the three months ended March 31 , 202 4 and 2023 6 Consolidated Balance Sheets as of M arch 3 1 , 202 4 , and December 31, 202 3 7 Consolidated Statements of Equity and Partners’ Capital for the three months ended March 3 1 , 202 4 and 202 3 8 Consolidated Statements of Cash Flows for three months ended March 31, 2024 and 2023 9 Western Midstream Operating, LP Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 10 Consolidated Balance Sheets as of M arch 3 1 , 2024, and December 31, 2023 11 Consolidated Statements of Equity and Partners’ Capital for the three months ended March 3 1 , 202 4 and 202 3 12 Consolidated Statements of Cash Flows for the three months ended March 31 , 202 4 and 202 3 13 Notes to Consolidated Financial Statements 14 Note 1. Description of Business and Basis of Presentation 14 Note 2. Revenue from Contracts with Customers 17 Note 3. Acquisitions and Divestitures 19 Note 4. Partnership Distributions 20 Note 5. Equity and Partners’ Capital 22 Note 6. Related-Party Transactions 23 Note 7. Equity Investments 26 Note 8. Property, Plant, and Equipment 27 Note 9. Selected Components of Working Capital 28 Note 10. Debt and Interest Expense 29 Note 11. Commitments and Contingencies 31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Cautionary Note Regarding Forward-Looking Statements 32 Executive Summary 34 Outlook 36 Acquisitions and Divestitures 37 Results of Operations 38 Operating Results 38 Reconciliation of Non-GAAP Financial Measures 45 Key Performance Metrics 50 Liquidity and Capital Resources 52 Items Affecting the Comparability of Financial Results with WES Operating 56 Critical Accounting Estimates 57 Recent Accounting Developments 57 Item 3. Quantitative and Qualitative Disclosures About Market Risk 57 Item 4. Controls and Procedures 58 PART II OTHER INFORMATION Item 1. Legal Proceedings 58 Item 1A. Risk Factors 58 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 58 Item 5. Other Information 59 Item 6. Exhibits 60 3 COMMONLY USED ABBREVIATIONS AND TERMS References to “we,” “us,” “our,” “WES,” “the Partnership,” or “Western Midstream Partners, LP” refer to Western Midstream Partners, LP (formerly Western Gas Equity Partners, LP) and its subsidiaries. The following list of abbreviations and terms are used in this document: Defined Term Definition Anadarko Anadarko Petroleum Corporation and its subsidiaries, excluding our general partner, which became a wholly owned subsidiary of Occidental upon closing of the Occidental Merger on August 8, 2019. Barrel, Bbl, Bbls/d, MBbls/d 42 U.S. gallons measured at 60 degrees Fahrenheit, barrels per day, thousand barrels per day. Board The board of directors of WES’s general partner. Chipeta Chipeta Processing, LLC, in which we are the managing member of and own a 75% interest. Condensate A natural-gas liquid with a low vapor pressure compared to drip condensate, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions. DBM water systems Produced-water gathering and disposal systems in West Texas. DJ Basin complex The Platte Valley, Fort Lupton, Wattenberg, Lancaster, and Latham processing plants, and the Wattenberg gathering system. EBITDA Earnings before interest, taxes, depreciation, and amortization. For a definition of “Adjusted EBITDA,” see Reconciliation of Non-GAAP Financial Measures under Part I, Item 2 of this Form 10-Q. Exchange Act The Securities Exchange Act of 1934, as amended. FRP Front Range Pipeline LLC, in which we own a 33.33% interest. GAAP Generally accepted accounting principles in the United States. General partner Western Midstream Holdings, LLC, the general partner of the Partnership. Imbalance Imbalances result from (i) differences between gas and NGLs volumes nominated by customers and gas and NGLs volumes received from those customers and (ii) differences between gas and NGLs volumes received from customers and gas and NGLs volumes delivered to those customers. Marcellus Interest The 33.75% interest in the Larry’s Creek, Seely, and Warrensville gas - gathering systems and related facilities located in northern Pennsylvania that we sold in April 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). Mcf, MMcf, MMcf/d Thousand cubic feet, million cubic feet, million cubic feet per day. Meritage Meritage Midstream Services II, LLC, which was acquired by the Partnership on October 13, 2023. Mi Vida Mi Vida JV LLC, in which we own a 50% interest. MLP Master limited partnership. Mont Belvieu JV Enterprise EF78 LLC, in which we owned a 25% interest that we sold in February 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). Natural-gas liquid(s) or NGL(s) The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature. Occidental Occidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner. Panola Panola Pipeline Company, LLC, in which we owned a 15% interest that we sold in March 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). Powder River Basin complex The Hilight system and assets acquired from Meritage, which includes a gathering system, processing plants, and the Thunder Creek NGL pipeline (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). Produced water Byproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs. RCF WES Operating’s $2.0 billion senior unsecured revolving credit facility. Red Bluff Express Red Bluff Express Pipeline, LLC, in which we own a 30% interest. Related parties Occidental, the Partnership’s equity interests (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q), and the Partnership and WES Operating for transactions that eliminate upon consolidation. Rendezvous Rendezvous Gas Services, LLC, in which we own a 22% interest. 4 Defined Term Definition Residue The natural gas remaining after the unprocessed natural - gas stream has been processed or treated. Saddlehorn Saddlehorn Pipeline Company, LLC, in which we owned a 20% interest that we sold in March 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). SEC U.S. Securities and Exchange Commission. Services Agreement That certain amended and restated Services, Secondment, and Employee Transfer Agreement, dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP. Skim oil A crude-oil byproduct that is recovered during the produced-water gathering and disposal process. Springfield system The Springfield gas - gathering system and Springfield oil - gathering system. TEG Texas Express Gathering LLC, in which we own a 20% interest. TEP Texas Express Pipeline LLC, in which we own a 20% interest. WES Operating Western Midstream Operating, LP, formerly known as Western Gas Partners, LP, and its subsidiaries. WES Operating GP Western Midstream Operating GP, LLC, the general partner of WES Operating. West Texas complex The Delaware Basin Midstream complex and DBJV and Haley systems. WGRAH WGR Asset Holding Company LLC, a subsidiary of Occidental. White Cliffs White Cliffs Pipeline, LLC, in which we own a 10% interest. Whitethorn LLC Whitethorn Pipeline Company LLC, in which we owned a 20% interest that we sold in February 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). Whitethorn A crude - oil and condensate pipeline, and related storage facilities, owned by Whitethorn LLC. $1.25 billion Purchase Program The $1.25 billion buyback program ending December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. 5 Table of Contents PART I. FINANCIAL INFORMATION (UNAUDITED) Item 1. Financial Statements WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31, thousands except per-unit amounts 2024 2023 Revenues and other Service revenues – fee based $ 781,262 $ 647,867 Service revenues – product based 66,740 46,810 Product sales 39,292 39,025 Other 435 280 Total revenues and other (1) 887,729 733,982 Equity income, net – related parties 32,819 39,021 Operating expenses Cost of product 46,079 51,459 Operation and maintenance 194,939 174,239 General and administrative 67,839 51,117 Property and other taxes 13,920 6,831 Depreciation and amortization 157,991 144,626 Long - lived asset and other impairments (2) 23 52,401 Total operating expenses (3) 480,791 480,673 Gain (loss) on divestiture and other, net 239,617 ( 2,118 ) Operating income (loss) 679,374 290,212 Interest expense ( 94,506 ) ( 81,670 ) Gain (loss) on early extinguishment of debt 524 — Other income (expense), net 2,346 1,215 Income (loss) before income taxes 587,738 209,757 Income tax expense (benefit) 1,522 1,416 Net income (loss) 586,216 208,341 Net income (loss) attributable to noncontrolling interests 13,386 4,696 Net income (loss) attributable to Western Midstream Partners, LP $ 572,830 $ 203,645 Limited partners’ interest in net income (loss): Net income (loss) attributable to Western Midstream Partners, LP $ 572,830 $ 203,645 General partner interest in net (income) loss ( 13,330 ) ( 4,686 ) Limited partners’ interest in net income (loss) (4) 559,500 198,959 Net income (loss) per common unit – basic (4) $ 1.47 $ 0.52 Net income (loss) per common unit – diluted (4) $ 1.47 $ 0.52 Weighted - average common units outstanding – basic (4) 380,024 384,468 Weighted - average common units outstanding – diluted (4) 381,628 385,750 _________________________________________________________________________________________ (1) Total revenues and other includes related-party amounts of $ 499.8 million and $ 448.8 million for the three months ended March 31, 2024 and 2023, respectively. See Note 6 . (2) See Note 8 . (3) Total operating expenses includes related-party amounts of $( 26.0 ) million and $( 3.1 ) million for the three months ended March 31, 2024 and 2023, respectively, all primarily related to changes in imbalance positions. See Note 6 . (4) See Note 5. 6 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED BALANCE SHEETS (UNAUDITED) thousands except number of units March 31, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents $ 295,246 $ 272,787 Accounts receivable, net 720,351 666,637 Other current assets 50,750 52,986 Total current assets 1,066,347 992,410 Property, plant, and equipment Cost 15,157,635 14,945,431 Less accumulated depreciation 5,432,343 5,290,415 Net property, plant, and equipment 9,725,292 9,655,016 Goodwill 4,783 4,783 Other intangible assets 673,491 681,408 Equity investments 546,078 904,535 Other assets (1) 249,479 233,455 Total assets (2) $ 12,265,470 $ 12,471,607 LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL Current liabilities Accounts and imbalance payables $ 377,499 $ 362,451 Short - term debt 108,394 617,748 Accrued ad valorem taxes 48,525 61,285 Accrued liabilities 173,721 262,572 Total current liabilities 708,139 1,304,056 Long-term liabilities Long - term debt 7,272,079 7,283,556 Deferred income taxes 15,698 15,468 Asset retirement obligations 366,755 359,185 Other liabilities 526,508 480,212 Total long - term liabilities 8,181,040 8,138,421 Total liabilities (3) 8,889,179 9,442,477 Equity and partners’ capital Common units ( 380,490,138 and 379,519,983 units issued and outstanding at March 31, 2024, and December 31, 2023, respectively) 3,225,562 2,894,231 General partner units ( 9,060,641 units issued and outstanding at March 31, 2024, and December 31, 2023) 11,313 3,193 Total partners’ capital 3,236,875 2,897,424 Noncontrolling interests 139,416 131,706 Total equity and partners’ capital 3,376,291 3,029,130 Total liabilities, equity, and partners’ capital $ 12,265,470 $ 12,471,607 ________________________________________________________________________________________ (1) Other assets includes $ 5.5 million and $ 5.7 million of NGLs line - fill inventory as of March 31, 2024, and December 31, 2023, respectively. Other assets also includes $ 107.1 million and $ 96.3 million of materials and supplies inventory as of March 31, 2024, and December 31, 2023, respectively. (2) Total assets includes related - party amounts of $ 982.6 million and $ 1.3 billion as of March 31, 2024, and December 31, 2023, respectively, which includes related - party Accounts receivable, net of $ 389.7 million and $ 358.1 million as of March 31, 2024, and December 31, 2023, respectively. See Note 6 . (3) Total liabilities includes related - party amounts of $ 406.4 million and $ 378.8 million as of March 31, 2024, and December 31, 2023, respectively. See Note 6 . See accompanying Notes to Consolidated Financial Statements. 7 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL (UNAUDITED) Partners’ Capital thousands Common Units General Partner Units Noncontrolling Interests Total Balance at December 31, 2023 $ 2,894,231 $ 3,193 $ 131,706 $ 3,029,130 Net income (loss) 559,500 13,330 13,386 586,216 Distributions to Chipeta noncontrolling interest owner — — ( 1,085 ) ( 1,085 ) Distributions to noncontrolling interest owner of WES Operating — — ( 4,591 ) ( 4,591 ) Distributions to Partnership unitholders ( 218,228 ) ( 5,210 ) — ( 223,438 ) Equity - based compensation expense 9,423 — — 9,423 Other ( 19,364 ) — — ( 19,364 ) Balance at March 31, 2024 $ 3,225,562 $ 11,313 $ 139,416 $ 3,376,291 Partners’ Capital thousands Common Units General Partner Units Noncontrolling Interests Total Balance at December 31, 2022 $ 2,969,604 $ 2,105 $ 136,406 $ 3,108,115 Net income (loss) 198,959 4,686 4,696 208,341 Distributions to Chipeta noncontrolling interest owner — — ( 2,240 ) ( 2,240 ) Distributions to noncontrolling interest owner of WES Operating — — ( 4,271 ) ( 4,271 ) Distributions to Partnership unitholders ( 192,039 ) ( 4,530 ) — ( 196,569 ) Unit repurchases (1) ( 7,061 ) — — ( 7,061 ) Equity - based compensation expense 7,199 — — 7,199 Other ( 11,950 ) — — ( 11,950 ) Balance at March 31, 2023 $ 2,964,712 $ 2,261 $ 134,591 $ 3,101,564 _________________________________________________________________________________________ (1) See Note 5 . See accompanying Notes to Consolidated Financial Statements. 8 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, thousands 2024 2023 Cash flows from operating activities Net income (loss) $ 586,216 $ 208,341 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 157,991 144,626 Long - lived asset and other impairments 23 52,401 Non - cash equity - based compensation expense 9,423 7,199 Deferred income taxes 230 924 Accretion and amortization of long - term obligations, net 2,190 1,692 Equity income, net – related parties ( 32,819 ) ( 39,021 ) Distributions from equity - investment earnings – related parties 29,304 39,609 (Gain) loss on divestiture and other, net ( 239,617 ) 2,118 (Gain) loss on early extinguishment of debt ( 524 ) — Other 112 200 Changes in assets and liabilities: (Increase) decrease in accounts receivable, net ( 53,714 ) ( 4,037 ) Increase (decrease) in accounts and imbalance payables and accrued liabilities, net ( 100,383 ) ( 136,460 ) Change in other items, net 41,276 24,832 Net cash provided by operating activities 399,708 302,424 Cash flows from investing activities Capital expenditures ( 193,789 ) ( 173,088 ) Acquisitions from third parties ( 443 ) — Contributions to equity investments – related parties — ( 110 ) Distributions from equity investments in excess of cumulative earnings – related parties 19,033 12,366 Proceeds from the sale of assets to third parties 582,739 — (Increase) decrease in materials and supplies inventory and other ( 10,691 ) ( 18,346 ) Net cash provided by (used in) investing activities 396,849 ( 179,178 ) Cash flows from financing activities Borrowings, net of debt issuance costs — 220,000 Repayments of debt ( 14,503 ) ( 313,138 ) Commercial paper borrowings (repayments), net ( 510,379 ) — Increase (decrease) in outstanding checks 766 18,768 Distributions to Partnership unitholders (1) ( 223,438 ) ( 196,569 ) Distributions to Chipeta noncontrolling interest owner ( 1,085 ) ( 2,240 ) Distributions to noncontrolling interest owner of WES Operating ( 4,591 ) ( 4,271 ) Unit repurchases — ( 7,061 ) Other ( 20,868 ) ( 12,746 ) Net cash provided by (used in) financing activities ( 774,098 ) ( 297,257 ) Net increase (decrease) in cash and cash equivalents 22,459 ( 174,011 ) Cash and cash equivalents at beginning of period 272,787 286,656 Cash and cash equivalents at end of period $ 295,246 $ 112,645 Supplemental disclosures Interest paid, net of capitalized interest $ 130,885 $ 133,245 Income taxes paid (reimbursements received) — 1,270 Accrued capital expenditures 116,751 91,067 _________________________________________________________________________________________ (1) Includes related-party amounts. See Note 6 . See accompanying Notes to Consolidated Financial Statements. 9 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31, thousands 2024 2023 Revenues and other Service revenues – fee based $ 781,262 $ 647,867 Service revenues – product based 66,740 46,810 Product sales 39,292 39,025 Other 435 280 Total revenues and other (1) 887,729 733,982 Equity income, net – related parties 32,819 39,021 Operating expenses Cost of product 46,079 51,459 Operation and maintenance 194,939 174,239 General and administrative 67,479 50,885 Property and other taxes 13,920 6,831 Depreciation and amortization 157,991 144,626 Long - lived asset and other impairments (2) 23 52,401 Total operating expenses (3) 480,431 480,441 Gain (loss) on divestiture and other, net 239,617 ( 2,118 ) Operating income (loss) 679,734 290,444 Interest expense ( 94,506 ) ( 81,670 ) Gain (loss) on early extinguishment of debt 524 — Other income (expense), net 2,287 1,190 Income (loss) before income taxes 588,039 209,964 Income tax expense (benefit) 1,522 1,416 Net income (loss) 586,517 208,548 Net income (loss) attributable to noncontrolling interest 1,686 535 Net income (loss) attributable to Western Midstream Operating, LP $ 584,831 $ 208,013 ________________________________________________________________________________________ (1) Total revenues and other includes related-party amounts of $ 499.8 million and $ 448.8 million for the three months ended March 31, 2024 and 2023, respectively. See Note 6 . (2) See Note 8 . (3) Total operating expenses includes related-party amounts of $( 24.7 ) million and $( 1.9 ) million for the three months ended March 31, 2024 and 2023, respectively, all primarily related to changes in imbalance positions. See Note 6 . See accompanying Notes to Consolidated Financial Statements. 10 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED BALANCE SHEETS (UNAUDITED) thousands except number of units March 31, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents $ 289,464 $ 268,184 Accounts receivable, net 738,487 666,615 Other current assets 48,888 50,468 Total current assets 1,076,839 985,267 Property, plant, and equipment Cost 15,157,635 14,945,431 Less accumulated depreciation 5,432,343 5,290,415 Net property, plant, and equipment 9,725,292 9,655,016 Goodwill 4,783 4,783 Other intangible assets 673,491 681,408 Equity investments 546,078 904,535 Other assets (1) 246,053 231,644 Total assets (2) $ 12,272,536 $ 12,462,653 LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL Current liabilities Accounts and imbalance payables $ 377,358 $ 392,752 Short - term debt 108,394 617,748 Accrued ad valorem taxes 48,525 61,285 Accrued liabilities 143,026 203,461 Total current liabilities 677,303 1,275,246 Long-term liabilities Long - term debt 7,272,079 7,283,556 Deferred income taxes 15,698 15,468 Asset retirement obligations 366,755 359,185 Other liabilities 523,083 476,844 Total long - term liabilities 8,177,615 8,135,053 Total liabilities (3) 8,854,918 9,410,299 Equity and partners’ capital Common units ( 318,675,578 units issued and outstanding at March 31, 2024, and December 31, 2023) 3,391,694 3,027,031 Total partners’ capital 3,391,694 3,027,031 Noncontrolling interest 25,924 25,323 Total equity and partners’ capital 3,417,618 3,052,354 Total liabilities, equity, and partners’ capital $ 12,272,536 $ 12,462,653 _________________________________________________________________________________________ (1) Other assets includes $ 5.5 million and $ 5.7 million of NGLs line - fill inventory as of March 31, 2024, and December 31, 2023, respectively. Other assets also includes $ 107.1 million and $ 96.3 million of materials and supplies inventory as of March 31, 2024, and December 31, 2023, respectively. (2) Total assets includes related - party amounts of $ 997.3 million and $ 1.3 billion as of March 31, 2024, and December 31, 2023, respectively, which includes related - party Accounts receivable, net of $ 407.9 million and $ 358.1 million as of March 31, 2024, and December 31, 2023, respectively. See Note 6 . (3) Total liabilities includes related - party amounts of $ 406.0 million and $ 409.5 million as of March 31, 2024, and December 31, 2023, respectively. See Note 6 . See accompanying Notes to Consolidated Financial Statements. 11 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL (UNAUDITED) thousands Common Units Noncontrolling Interest Total Balance at December 31, 2023 $ 3,027,031 $ 25,323 $ 3,052,354 Net income (loss) 584,831 1,686 586,517 Distributions to Chipeta noncontrolling interest owner — ( 1,085 ) ( 1,085 ) Distributions to WES Operating unitholders ( 229,446 ) — ( 229,446 ) Contributions of equity - based compensation from WES 9,278 — 9,278 Balance at March 31, 2024 $ 3,391,694 $ 25,924 $ 3,417,618 thousands Common Units Noncontrolling Interest Total Balance at December 31, 2022 $ 3,092,012 $ 28,095 $ 3,120,107 Net income (loss) 208,013 535 208,548 Distributions to Chipeta noncontrolling interest owner — ( 2,240 ) ( 2,240 ) Distributions to WES Operating unitholders ( 213,513 ) — ( 213,513 ) Contributions of equity - based compensation from WES 7,058 — 7,058 Balance at March 31, 2023 $ 3,093,570 $ 26,390 $ 3,119,960 See accompanying Notes to Consolidated Financial Statements. 12 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, thousands 2024 2023 Cash flows from operating activities Net income (loss) $ 586,517 $ 208,548 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 157,991 144,626 Long - lived asset and other impairments 23 52,401 Non - cash equity - based compensation expense 9,278 7,058 Deferred income taxes 230 924 Accretion and amortization of long - term obligations, net 2,190 1,692 Equity income, net – related parties ( 32,819 ) ( 39,021 ) Distributions from equity - investment earnings – related parties 29,304 39,609 (Gain) loss on divestiture and other, net ( 239,617 ) 2,118 (Gain) loss on early extinguishment of debt ( 524 ) — Other 112 200 Changes in assets and liabilities: (Increase) decrease in accounts receivable, net ( 71,872 ) ( 5,048 ) Increase (decrease) in accounts and imbalance payables and accrued liabilities, net ( 102,341 ) ( 148,148 ) Change in other items, net 42,177 26,009 Net cash provided by operating activities 380,649 290,968 Cash flows from investing activities Capital expenditures ( 193,789 ) ( 173,088 ) Acquisitions from third parties ( 443 ) — Contributions to equity investments – related parties — ( 110 ) Distributions from equity investments in excess of cumulative earnings – related parties 19,033 12,366 Proceeds from the sale of assets to third parties 582,739 — (Increase) decrease in materials and supplies inventory and other ( 10,691 ) ( 18,346 ) Net cash provided by (used in) investing activities 396,849 ( 179,178 ) Cash flows from financing activities Borrowings, net of debt issuance costs — 220,000 Repayments of debt ( 14,503 ) ( 313,138 ) Commercial paper borrowings (repayments), net ( 510,379 ) — Increase (decrease) in outstanding checks 699 18,726 Distributions to WES Operating unitholders (1) ( 229,446 ) ( 213,513 ) Distributions to Chipeta noncontrolling interest owner ( 1,085 ) ( 2,240 ) Other ( 1,504 ) ( 796 ) Net cash provided by (used in) financing activities ( 756,218 ) ( 290,961 ) Net increase (decrease) in cash and cash equivalents 21,280 ( 179,171 ) Cash and cash equivalents at beginning of period 268,184 286,101 Cash and cash equivalents at end of period $ 289,464 $ 106,930 Supplemental disclosures Interest paid, net of capitalized interest $ 130,885 $ 133,245 Income taxes paid (reimbursements received) — 1,270 Accrued capital expenditures 116,751 91,067 ________________________________________________________________________________________ (1) Includes related-party amounts. See Note 6. See accompanying Notes to Consolidated Financial Statements. 13 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION General. Western Midstream Partners, LP is a Delaware master limited partnership formed in September 2012. Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream assets. Western Midstream Partners, LP owns, directly and indirectly, a 98.0 % limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non - economic general partner interest in WES Operating. For purposes of these consolidated financial statements, the “Partnership” refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding Western Midstream Holdings, LLC. Anadarko became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko on August 8, 2019. “Related parties” refers to Occidental (see Note 6 ), the Partnership’s investments accounted for under the equity method of accounting (see Note 7 ), and the Partnership and WES Operating for transactions that eliminate upon consolidation (see Note 6 ). The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural - gas liquids (“NGLs”), and crude oil; and gathering and disposing of produced water. In its capacity as a natural - gas processor, the Partnership also buys and sells natural gas, NGLs, and condensate on behalf of itself and its customers under certain contracts. As of March 31, 2024, the Partnership’s assets and investments consisted of the following: Wholly Owned and Operated Operated Interests Non-Operated Interests Equity Interests Gathering systems (1) 18 2 3 1 Treating facilities 38 3 — — Natural - gas processing plants/trains 24 3 — 1 NGLs pipelines 3 — — 4 Natural - gas pipelines 6 — — 1 Crude - oil pipelines 3 1 — 1 _________________________________________________________________________________________ (1) Includes the DBM water systems. These assets and investments are located in Texas, New Mexico, the Rocky Mountains (Colorado, Utah, and Wyoming), and North - central Pennsylvania. 14 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments (see table below). All significant intercompany transactions have been eliminated. The following table outlines the ownership interests and the accounting method of consolidation used in the consolidated financial statements for entities not wholly owned (see Note 7) : Percentage Interest Full consolidation Chipeta (1) 75.00 % Proportionate consolidation (2) Springfield system 50.10 % Marcellus Interest systems 33.75 % Equity investments (3) Mi Vida JV LLC (“Mi Vida”) 50.00 % Front Range Pipeline LLC (“FRP”) 33.33 % Red Bluff Express Pipeline, LLC (“Red Bluff Express”) 30.00 % Rendezvous Gas Services, LLC (“Rendezvous”) 22.00 % Texas Express Pipeline LLC (“TEP”) 20.00 % Texas Express Gathering LLC (“TEG”) 20.00 % White Cliffs Pipeline, LLC (“White Cliffs”) 10.00 % _________________________________________________________________________________________ (1) The 25 % third - party interest in Chipeta Processing LLC (“Chipeta”) is reflected within noncontrolling interests in the consolidated financial statements. See Noncontrolling interests below. (2) The Partnership proportionately consolidates its associated share of the assets, liabilities, revenues, and expenses attributable to these assets. (3) Investments in non - controlled entities over which the Partnership exercises significant influence are accounted for under the equity method of accounting. “Equity - investment throughput” refers to the Partnership’s share of average throughput for these investments. Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2023 Form 10-K, as filed with the SEC on February 21, 2024. Management believes that the disclosures made are adequate to make the information not misleading. The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements. Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately. The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (iv) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (v) transactions between the Partnership and WES Operating that eliminate upon consolidation. 15 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Presentation of the Partnership’s assets. The Partnership’s assets include assets owned and ownership interests accounted for by the Partnership under the equity method of accounting, through its 98.0 % partnership interest in WES Operating, as of March 31, 2024 (see Note 7 ). The Partnership also owns and controls the entire non - economic general partner interest in WES Operating GP, and the Partnership’s general partner is owned by Occidental. Use of estimates. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, using historical experience and other reasonable methods. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Effects on the business, financial condition, and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revisions become known. The information included herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements. Noncontrolling interests. The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25 % third - party interest in Chipeta and (ii) the 2.0 % limited partner interest in WES Operating owned by an Occidental subsidiary. WES Operating’s noncontrolling interest in the consolidated financial statements consists of the 25 % third - party interest in Chipeta. See Note 5. Segments. The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather and dispose of produced water in the United States. In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The standard improves reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit (referred to as the “significant expense principle”). The standard will become effective for the Partnership for the fiscal year 2024 annual financial statements and interim financial statements thereafter and will be applied retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal year 2024 annual financial statements. The Partnership is currently evaluating the impact this guidance will have on disclosures in the Notes to Consolidated Financial Statements. This standard will have no impact to the Partnership’s financial statements, but will result in additional disclosure. Equity-based compensation. During the three months ended March 31, 2024, the Partnership issued 970,155 common units under its long-term incentive plans. Compensation expense was $ 9.4 million and $ 7.2 million for the three months ended March 31, 2024 and 2023, respectively. 16 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. REVENUE FROM CONTRACTS WITH CUSTOMERS The following table summarizes revenue from contracts with customers: Three Months Ended March 31, thousands 2024 2023 Revenue from customers Service revenues – fee based $ 781,262 $ 647,867 Service revenues – product based 66,740 46,810 Product sales 39,292 39,025 Total revenue from customers 887,294 733,702 Revenue from other than customers Other 435 280 Total revenues and other $ 887,729 $ 733,982 Contract balances. Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 711.0 million and $ 661.6 million as of March 31, 2024, and December 31, 2023, respectively. Contract assets primarily relate to (i) revenue accrued but not yet billed under cost - of - service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed. The following table summarizes activity related to contract assets from contracts with customers: thousands Contract assets balance at December 31, 2023 $ 39,292 Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period ( 1,928 ) Additional estimated revenues recognized 1,974 Contract assets balance at March 31, 2024 $ 39,338 Contract assets at March 31, 2024 Other current assets $ 8,708 Other assets 30,630 Total contract assets from contracts with customers $ 39,338 17 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. REVENUE FROM CONTRACTS WITH CUSTOMERS Contract liabilities primarily relate to (i) fixed and variable fees under cost - of - service contracts that are received from customers for which revenue recognition is deferred, (ii) aid - in - construction payments received from customers that must be recognized over the expected period of customer benefit, and (iii) fees that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of customer benefit. The following table summarizes activity related to contract liabilities from contracts with customers: thousands Contract liabilities balance at December 31, 2023 $ 445,499 Cash received or receivable, excluding revenues recognized during the period 36,960 Revenues recognized that were included in the contract liability balance at the beginning of the period ( 11,715 ) Contract liabilities balance at March 31, 2024 $ 470,744 Contract liabilities at March 31, 2024 Accrued liabilities $ 11,875 Other liabilities 458,869 Total contract liabilities from contracts with customers $ 470,744 Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2024, are presented in the table below. The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Therefore, the following table represents only a portion of expected future revenues from existing contracts as most future revenues from customers are dependent on future variable customer volumes and, in some cases, variable commodity prices for those volumes. thousands Remainder of 2024 $ 881,845 2025 1,113,716 2026 1,029,954 2027 919,010 2028 712,825 Thereafter 2,001,043 Total $ 6,658,393 18 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. ACQUISITIONS AND DIVESTITURES Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn. During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties: (i) the 25.00 % interest in Enterprise EF78 LLC (the “Mont Belvieu JV”), (ii) the 20.00 % interest in Whitethorn Pipeline Company LLC (“Whitethorn LLC”), (iii) the 15.00 % interest in Panola Pipeline Company, LLC (“Panola”), and (iv) the 20.00 % interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”). The combined proceeds received in the first quarter of 2024 of $ 588.6 million includes $ 5.9 million in pro-rata distributions through closing, resulting in a net gain on sale of $ 239.7 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations. The sale of the interests in the Mont Belvieu JV and Whitethorn LLC also resolved outstanding legal proceedings associated with those assets. Marcellus Interest systems. In April 2024, the Partnership closed on the sale of its 33.75 % interest in the Marcellus Interest systems for proceeds of $ 206.2 million, resulting in an estimated net gain on sale of approximately $ 65.0 million that will be recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations during the second quarter of 2024. As of March 31, 2024, the Marcellus Interest systems satisfied criteria to be considered held for sale. At March 31, 2024, the consolidated balance sheet included current assets of $ 6.6 million, long-term assets of $ 142.7 million, current liabilities of $ 5.9 million, and long-term liabilities of $ 2.1 million associated with assets held for sale. Meritage. On October 13, 2023, the Partnership closed on the acquisition of Meritage Midstream Services II, LLC (“Meritage”) for $ 885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from the Partnership’s $ 600.0 million senior note issuance in September 2023 (see Note 10) and borrowings on the senior unsecured revolving credit facility (“RCF”). The cash purchase price, adjusted for working capital and certain customary post-closing adjustments and reduced by the $ 38.4 million of cash acquired (as presented in the table below), was $ 878.2 million. The assets acquired, located in Converse, Campbell, and Johnson counties, Wyoming, include approximately 1,500 miles of high- and low-pressure natural-gas gathering pipelines, approximately 380 MMcf/d of natural-gas processing capacity, and the Thunder Creek NGL pipeline, which is a 120 mile, 38 MBbls/d FERC-regulated NGL pipeline that connects to the processing facility. The acquisition expands the Partnership’s existing Powder River Basin asset base, increasing total natural-gas processing capacity in that region to 440 MMcf/d. The Meritage acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed in the Meritage acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the Meritage acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the fourth quarter of 2023. 19 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. ACQUISITIONS AND DIVESTITURES The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the Meritage acquisition on October 13, 2023. thousands Assets acquired: Cash and cash equivalents $ 38,412 Accounts receivable, net 34,060 Other current assets 1,980 Property, plant, and equipment 926,347 Other assets 6,498 Total assets acquired 1,007,297 Liabilities assumed: Accounts payable and accrued liabilities 34,733 Other current liabilities 5,451 Asset retirement obligation 22,156 Other liabilities 28,356 Total liabilities assumed 90,696 Net assets acquired $ 916,601 The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the Meritage acquisition using inputs that are not observable in the market and thus represent Level 3 inputs. The fair values of the processing plants, gathering system, and related facilities and equipment are based on market and cost approaches. 4. PARTNERSHIP DISTRIBUTIONS Partnership distributions. Under its partnership agreement, the Partnership distributes all of its available cash to unitholders of record on the applicable record date within 55 days following each quarter’s end. The amount of available cash (beyond proper reserves as defined in the partnership agreement) generally is all cash on hand at the end of the quarter, plus, at the discretion of the general partner, working capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by the general partner to provide for the proper conduct of the Partnership’s business, including (i) to fund future capital expenditures; (ii) to comply with applicable laws, debt instruments, or other agreements; or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement and are intended to be repaid or refinanced within 12 months. In all cases, working capital borrowings are used solely for working capital purposes or to fund unitholder distributions. 20 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. PARTNERSHIP DISTRIBUTIONS The Board of Directors of the general partner (the “Board”) declared the following cash distributions to the Partnership’s unitholders for the periods presented: thousands except per-unit amounts Quarters Ended Total Quarterly Per-unit Distribution Total Quarterly Cash Distribution Distribution Date Record Date 2023 March 31 (1) $ 0.856 $ 336,987 May 15, 2023 May 1, 2023 June 30 0.5625 221,442 August 14, 2023 July 31, 2023 September 30 0.575 223,432 November 13, 2023 November 1, 2023 December 31 0.575 223,438 February 13, 2024 February 1, 2024 2024 March 31 $ 0.875 $ 340,858 May 15, 2024 May 1, 2024 _________________________________________________________________________________________ (1) Includes the regular quarterly distribution of $ 0.500 per unit, or $ 196.8 million, as well as the Enhanced Distribution of $ 0.356 per unit discussed below. To facilitate the distribution of available cash, during 2022 the Partnership adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free cash flow generated in the prior year after subtracting Free cash flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases. In April 2023, the Board approved an Enhanced Distribution of $ 0.356 per unit, or $ 140.1 million, related to the Partnership’s 2022 performance, which was paid in conjunction with the regular first-quarter 2023 distribution on May 15, 2023. WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGR Asset Holding Company LLC (“WGRAH”), a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating. See Note 5 . WES Operating made and/or declared the following cash distributions to its limited partners for the periods presented: thousands Quarters Ended Total Quarterly Cash Distribution Distribution Date 2023 March 31 (1) $ 342,895 May 2023 June 30 226,260 August 2023 September 30 229,446 November 2023 December 31 229,446 February 2024 2024 March 31 $ 347,675 May 2024 _________________________________________________________________________________________ (1) Includes amounts related to the Enhanced Distribution discussed above. 21 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 5. EQUITY AND PARTNERS’ CAPITAL Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of March 31, 2024, Occidental held 185,181,578 common units, representing a 47.6 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.3 % general partner interest in the Partnership. The public held 195,308,560 common units, representing a 50.1 % limited partner interest in the Partnership. Partnership equity repurchases. In 2022, the Board authorized the Partnership to buy back up to $ 1.25 billion of the Partnership’s common units through December 31, 2024 (the “$1.25 billion Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the three months ended March 31, 2024, there were no common units repurchased. During the three months ended March 31, 2023, the Partnership repurchased 285,688 common units for an aggregate purchase price of $ 7.1 million. The units were canceled immediately upon receipt. As of March 31, 2024, the Partnership had an authorized amount of $ 627.8 million remaining under the program. Holdings of WES Operating equity. As of March 31, 2024, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.0 % limited partner interest and the entire non - economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 2.0 % limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1 ). Partnership’s net income (loss) per common unit. The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted - average ownership percentage during each period using the two - class method. The Partnership’s basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) by the weighted - average number of common units outstanding during the period. Diluted net income (loss) per common unit includes the effect of outstanding units issued under the Partnership’s long-term incentive plans. The following table provides a reconciliation between basic and diluted net income (loss) per common unit: Three Months Ended March 31, thousands except per-unit amounts 2024 2023 Net income (loss) Limited partners’ interest in net income (loss) $ 559,500 $ 198,959 Weighted-average common units outstanding Basic 380,024 384,468 Dilutive effect of non-vested phantom units 1,604 1,282 Diluted 381,628 385,750 Excluded due to anti-dilutive effect 279 663 Net income (loss) per common unit Basic $ 1.47 $ 0.52 Diluted $ 1.47 $ 0.52 WES Operating’s net income (loss) per common unit. Net income (loss) per common unit for WES Operating is not calculated because it has no publicly traded units. 22 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. RELATED-PARTY TRANSACTIONS Summary of related-party transactions. The following tables summarize material related - party transactions included in the Partnership’s consolidated financial statements: Consolidated statements of operations Three Months Ended March 31, thousands 2024 2023 Revenues and other Service revenues – fee based $ 489,729 $ 423,501 Service revenues – product based 14,057 8,116 Product sales ( 3,977 ) 17,168 Total revenues and other 499,809 448,785 Equity income, net – related parties (1) 32,819 39,021 Operating expenses Cost of product (2) ( 27,412 ) ( 3,947 ) Operation and maintenance 1,439 747 General and administrative — 67 Total operating expenses ( 25,973 ) ( 3,133 ) _________________________________________________________________________________________ (1) See Note 7 . (2) Includes related-party natural - gas and NGLs imbalances. Consolidated balance sheets thousands March 31, 2024 December 31, 2023 Assets Accounts receivable, net $ 389,721 $ 358,141 Other current assets 3,277 1,260 Equity investments (1) 546,078 904,535 Other assets 43,534 43,216 Total assets 982,610 1,307,152 Liabilities Accounts and imbalance payables 38,739 38,541 Accrued liabilities 5,009 4,979 Other liabilities (2) 362,604 335,320 Total liabilities 406,352 378,840 _________________________________________________________________________________________ (1) See Note 7 . (2) Includes contract liabilities from contracts with customers. See Note 2 . 23 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. RELATED-PARTY TRANSACTIONS Consolidated statements of cash flows Three Months Ended March 31, thousands 2024 2023 Distributions from equity - investment earnings – related parties $ 29,304 $ 39,609 Contributions to equity investments – related parties — ( 110 ) Distributions from equity investments in excess of cumulative earnings – related parties 19,033 12,366 Distributions to Partnership unitholders (1) ( 111,689 ) ( 99,671 ) Distributions to WES Operating unitholders (2) ( 4,591 ) ( 4,271 ) _________________________________________________________________________________________ (1) Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership (see Note 4 and Note 5 ). (2) Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement (see Note 4 and Note 5 ). The following tables summarize material related - party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements: Consolidated statements of operations Three Months Ended March 31, thousands 2024 2023 General and administrative (1) $ 1,306 $ 1,281 _________________________________________________________________________________________ (1) Includes an intercompany service fee between the Partnership and WES Operating. Consolidated balance sheets thousands March 31, 2024 December 31, 2023 Accounts receivable, net (1) $ 407,881 $ 358,141 Other current assets 3,218 1,235 Other assets 40,108 41,405 Accounts and imbalance payables 38,739 69,472 Accrued liabilities 4,692 4,662 _________________________________________________________________________________________ (1) Includes balances related to transactions between the Partnership and WES Operating. Consolidated statements of cash flows Three Months Ended March 31, thousands 2024 2023 Distributions to WES Operating unitholders (1) $ ( 229,446 ) $ ( 213,513 ) _________________________________________________________________________________________ (1) Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5. 24 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. RELATED-PARTY TRANSACTIONS Related-party revenues. Related - party revenues include amounts earned by the Partnership from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental. Gathering and processing agreements. The Partnership has significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of its systems. While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental - produced volumes, but also, in some instances, the volumes of other working - interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market. Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 31 % and 35 % for the three months ended March 31, 2024 and 2023, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 89 % and 88 % for the three months ended March 31, 2024 and 2023, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was 77 % and 80 % for the three months ended March 31, 2024 and 2023, respectively. The Partnership is currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to the Partnership’s DJ Basin oil - gathering system. If such discussions are resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non - cash charge to earnings. In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to the Partnership’s Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation (“Sanchez”), subsequently Mesquite Energy, Inc. (“Mesquite”), that allowed Mesquite to process gas under such agreement. In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023. For this reason, Anadarko is not liable for any obligations under the Brasada gas processing agreement after June 30, 2023. For all periods presented, either Mesquite or its successor, a subsidiary of Javelin Energy Partners, performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko. Marketing Transition Services Agreement. During the year ended December 31, 2020, Occidental provided marketing-related services to certain of the Partnership’s subsidiaries (the “Marketing Transition Services Agreement”). While the Partnership still has some marketing agreements with affiliates of Occidental, on January 1, 2021, the Partnership began marketing and selling substantially all of its crude oil, residue gas, and NGLs directly to third parties. Related-party expenses. Operation and maintenance expense includes amounts accrued for or paid to related parties for field - related costs, shared field offices, and easements (see Related-party commercial agreement below) supporting the Partnership’s operations at certain assets. A portion of general and administrative expense is paid by Occidental, which results in related - party transactions pursuant to the reimbursement provisions of the Partnership’s and WES Operating’s agreements with Occidental. Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related - party imbalances, and transactions with affiliates accounted for under the equity method of accounting. See Marketing Transition Services Agreement in the section above. Related - party expenses bear no direct relationship to related - party revenues, and third - party expenses bear no direct relationship to third - party revenues. Services Agreement. Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP (“Services Agreement”). Most of the administrative and operational services previously provided by Occidental fully transitioned to the Partnership by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement. 25 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. RELATED-PARTY TRANSACTIONS Construction reimbursement agreements and purchases and sales with related parties . From time to time, the Partnership enters into construction reimbursement agreements with Occidental providing that the Partnership will manage the construction of certain midstream infrastructure for Occidental in the Partnership’s areas of operation. Such arrangements generally provide for a reimbursement of costs incurred by the Partnership on a cost or cost-plus basis. Additionally, from time to time, in support of the Partnership’s business, the Partnership purchases and sells equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates. Related-party commercial agreement. During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership entered into a Commercial Understanding Agreement (“CUA”). Under the CUA, certain West Texas surface - use and salt - water disposal agreements were amended to reduce usage fees owed by the Partnership in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments. The present value of the reduced usage fees under the CUA was $ 30.0 million at the time the agreement was executed. Also, as a result of the amendments under the CUA, these agreements are classified as operating leases and a $ 30.0 million right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021. The ROU asset is being amortized to Operation and maintenance expense through 2038, the remaining term of the agreements. Customer concentration. Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented in the consolidated statements of operations. 7. EQUITY INVESTMENTS The following tables present the financial statement impact of the Partnership’s equity investments for the three months ended March 31, 2024: thousands Balance at December 31, 2023 Equity income, net Distributions Distributions in excess of cumulative earnings (1) Acquisitions and Divestitures (2) Balance at March 31, 2024 White Cliffs $ 13,248 $ 1,285 $ ( 1,285 ) $ ( 843 ) $ — $ 12,405 Rendezvous 10,815 ( 578 ) ( 237 ) ( 464 ) — 9,536 Mont Belvieu JV 88,556 51 ( 442 ) ( 6,047 ) ( 82,118 ) — TEG 15,185 169 ( 175 ) ( 200 ) — 14,979 TEP 172,559 7,218 ( 7,281 ) ( 635 ) — 171,861 FRP 186,551 11,727 ( 11,770 ) ( 1,803 ) — 184,705 Whitethorn LLC 144,799 1,185 3,326 ( 4,924 ) ( 144,386 ) — Saddlehorn 101,760 4,200 ( 4,124 ) ( 3,096 ) ( 98,740 ) — Panola 18,716 74 ( 74 ) ( 1,021 ) ( 17,695 ) — Mi Vida 45,424 2,068 ( 2,050 ) — — 45,442 Red Bluff Express 106,922 5,420 ( 5,192 ) — — 107,150 Total $ 904,535 $ 32,819 $ ( 29,304 ) $ ( 19,033 ) $ ( 342,939 ) $ 546,078 _________________________________________________________________________________________ (1) Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual - investment basis. (2) See Note 3 . During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties: (i) the 25.00 % interest in Mont Belvieu JV, (ii) the 20.00 % interest in Whitethorn LLC, (iii) the 15.00 % interest in Panola, and (iv) the 20.00 % interest in Saddlehorn. See Note 3 . 26 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 8. PROPERTY, PLANT, AND EQUIPMENT A summary of the historical cost of property, plant, and equipment is as follows: thousands Estimated Useful Life March 31, 2024 December 31, 2023 Land N/A $ 12,442 $ 12,504 Gathering systems – pipelines 30 years 5,935,848 5,890,607 Gathering systems – compressors 15 years 2,602,110 2,553,602 Processing complexes and treating facilities 25 years 3,775,379 3,745,332 Transportation pipeline and equipment 3 to 48 years 259,227 259,314 Produced - water disposal systems 20 years 1,103,001 1,098,616 Assets under construction N/A 560,417 479,368 Other 3 to 40 years 909,211 906,088 Total property, plant, and equipment 15,157,635 14,945,431 Less accumulated depreciation 5,432,343 5,290,415 Net property, plant, and equipment $ 9,725,292 $ 9,655,016 “Assets under construction” represents property that is not yet placed into productive service as of the respective balance sheet date and is excluded from capitalized costs being depreciated. Long-lived asset impairments. During the three months ended March 31, 2023, the Partnership recognized a long-lived asset impairment of $ 52.1 million for assets located in the Rockies due to a reduction in estimated future cash flows resulting from a contract termination notice received in the first quarter of 2023. This asset was impaired to its estimated fair value of $ 22.8 million. The fair value was measured using the income approach and Level-3 fair value inputs. The income approach was based on the Partnership’s projected future EBITDA and free cash flows, which requires significant assumptions including, among others, future throughput volumes based on current expectations of producer activity and operating costs. 27 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. SELECTED COMPONENTS OF WORKING CAPITAL A summary of accounts receivable, net is as follows: The Partnership WES Operating thousands March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Trade receivables, net $ 720,169 $ 665,892 $ 738,328 $ 665,892 Other receivables, net 182 745 159 723 Total accounts receivable, net $ 720,351 $ 666,637 $ 738,487 $ 666,615 A summary of other current assets is as follows: The Partnership WES Operating thousands March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 NGLs inventory $ 2,650 $ 2,557 $ 2,650 $ 2,557 Imbalance receivables 8,125 5,056 8,125 5,056 Prepaid insurance 15,707 21,065 13,904 18,571 Contract assets 8,708 9,595 8,708 9,595 Other 15,560 14,713 15,501 14,689 Total other current assets $ 50,750 $ 52,986 $ 48,888 $ 50,468 A summary of accrued liabilities is as follows: The Partnership WES Operating thousands March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Accrued interest expense $ 86,369 $ 124,937 $ 86,369 $ 124,937 Short - term asset retirement obligations 3,790 7,606 3,790 7,606 Short - term remediation and reclamation obligations 1,790 5,490 1,790 5,490 Income taxes payable 4,201 2,908 4,201 2,908 Contract liabilities 11,875 16,866 11,875 16,866 Accrued payroll and benefits 30,598 55,237 — 2,243 Other 35,098 49,528 35,001 43,411 Total accrued liabilities $ 173,721 $ 262,572 $ 143,026 $ 203,461 28 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 10. DEBT AND INTEREST EXPENSE WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances. The following table presents the outstanding debt: March 31, 2024 December 31, 2023 thousands Principal Carrying Value Fair Value (1) Principal Carrying Value Fair Value (1) Short - term debt Commercial paper $ 100,000 $ 99,933 $ 99,933 $ 613,885 $ 610,312 $ 610,312 Finance lease liabilities 8,461 8,461 8,461 7,436 7,436 7,436 Total short - term debt $ 108,461 $ 108,394 $ 108,394 $ 621,321 $ 617,748 $ 617,748 Long - term debt 3.100 % Senior Notes due 2025 $ 663,831 $ 662,804 $ 649,658 $ 666,481 $ 665,145 $ 650,765 3.950 % Senior Notes due 2025 348,645 347,631 341,763 349,163 347,938 341,415 4.650 % Senior Notes due 2026 467,204 465,848 458,425 467,204 465,705 459,617 4.500 % Senior Notes due 2028 350,175 347,923 338,199 357,094 354,665 346,121 4.750 % Senior Notes due 2028 381,848 379,816 370,935 382,888 380,747 374,767 6.350 % Senior Notes due 2029 600,000 593,364 622,248 600,000 593,069 626,994 4.050 % Senior Notes due 2030 1,100,612 1,093,906 1,025,726 1,104,593 1,097,609 1,036,097 6.150 % Senior Notes due 2033 750,000 741,302 769,373 750,000 741,125 780,203 5.450 % Senior Notes due 2044 600,000 594,070 551,802 600,000 594,031 545,154 5.300 % Senior Notes due 2048 700,000 687,798 611,492 700,000 687,735 614,082 5.500 % Senior Notes due 2048 350,000 342,947 310,674 350,000 342,913 312,365 5.250 % Senior Notes due 2050 1,000,000 984,276 895,150 1,000,000 984,206 895,440 Finance lease liabilities 30,394 30,394 30,394 28,668 28,668 28,668 Total long - term debt $ 7,342,709 $ 7,272,079 $ 6,975,839 $ 7,356,091 $ 7,283,556 $ 7,011,688 _________________________________________________________________________________________ (1) Fair value is measured using the market approach and Level - 2 fair value inputs. 29 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 10. DEBT AND INTEREST EXPENSE Debt activity. The following table presents the debt activity for the three months ended March 31, 2024: thousands Carrying Value Balance at December 31, 2023 $ 7,901,304 Commercial paper borrowings (repayments), net (1) ( 510,379 ) Repayment of 3.100 % Senior Notes due 2025 ( 2,650 ) Repayment of 3.950 % Senior Notes due 2025 ( 518 ) Repayment of 4.500 % Senior Notes due 2028 ( 6,919 ) Repayment of 4.750 % Senior Notes due 2028 ( 1,040 ) Repayment of 4.050 % Senior Notes due 2030 ( 3,981 ) Finance lease liabilities 2,751 Other 1,905 Balance at March 31, 2024 $ 7,380,473 ________________________________________________________________________________________ (1) Net of borrowings and repayments related to commercial paper notes with original maturities of 90 days or less. WES Operating Senior Notes. WES Operating issued the Fixed - Rate 3.100 % Senior Notes due 2025, 4.050 % Senior Notes due 2030, 5.250 % Senior Notes due 2050, and the Floating - Rate Senior Notes due 2023 in January 2020. Including the effects of the issuance prices, underwriting discounts, and interest - rate adjustments, the effective interest rates of the Senior Notes due 2025, 2030, and 2050, were 3.290 %, 4.169 %, and 5.363 %, respectively, at March 31, 2024, and were 3.790 %, 4.671 %, and 5.869 %, respectively, at March 31, 2023. The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating. During the three months ended March 31, 2024, WES Operating purchased and retired $ 15.1 million of certain of its senior notes via open-market repurchases with cash from operations (see Debt activity above) and a gain of $ 0.5 million was recognized for the early retirement of portions of these notes. As of March 31, 2024, the 3.100 % Senior Notes due 2025 were classified as long-term debt on the consolidated balance sheet as WES Operating has the ability and intent to refinance these obligations using long-term debt. Subsequent to March 31, 2024, WES Operating purchased and retired $ 134.9 million of certain of its senior notes via open-market repurchases. During the third quarter of 2023, WES Operating completed the public offering of $ 600.0 million in aggregate principal amount of 6.350 % Senior Notes due 2029. Net proceeds from the offering were used to fund a portion of the aggregate purchase price for the Meritage acquisition (see Note 3 ), to pay related costs and expenses, and for general partnership purposes. During the second quarter of 2023, WES Operating completed the public offering of $ 750.0 million in aggregate principal amount of 6.150 % Senior Notes due 2033. Net proceeds from the offering were used to repay borrowings under the RCF and for general partnership purposes. In addition, during 2023, WES Operating purchased and retired $ 276.7 million of certain of its senior notes via open-market repurchases and redeemed the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value with cash on hand. As of March 31, 2024, WES Operating was in compliance with all covenants under the relevant governing indentures. 30 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 10. DEBT AND INTEREST EXPENSE Revolving credit facility. In April 2023, WES Operating (i) repaid all then-outstanding borrowings under its RCF with proceeds from the 6.150 % Senior Notes due 2033 offering, and (ii) entered into an amendment to its RCF to, among other things, extend the maturity date to April 2028 and provide for a maximum borrowing capacity up to $ 2.0 billion, expandable to a maximum of $ 2.5 billion, through the maturity date. As of March 31, 2024, there were no outstanding borrowings and $ 0.5 million of outstanding letters of credit, resulting in $ 1.9 billion in effective borrowing capacity under the RCF, after taking into account the $ 100.0 million of outstanding commercial paper borrowings (see below), for which we maintain availability under the RCF as support for WES Operating’s commercial paper program. As of March 31, 2024 and 2023, the interest rate on any outstanding RCF borrowings was 6.63 % and 6.21 %, respectively. The facility - fee rate was 0.20 % at March 31, 2024 and 2023. As of March 31, 2024, WES Operating was in compliance with all covenants under the RCF. Commercial paper program. In November 2023, WES operating entered into an unsecured commercial paper program under which it may issue (and have outstanding at any one time) an aggregate principal amount up to $ 2.0 billion. WES Operating intends to maintain a minimum aggregate available borrowing capacity under the RCF equal to the aggregate amount of outstanding commercial paper borrowings. The maturities of the notes may vary, but may not exceed 397 days. As of March 31, 2024, there were $ 100.0 million aggregate principal amount of short-term notes outstanding under the commercial paper program at a weighted-average interest rate of 6.00 % and weighted-average maturity of four days . Interest expense. The following table summarizes the amounts included in interest expense: Three Months Ended March 31, thousands 2024 2023 Long - term and short - term debt $ ( 95,956 ) $ ( 81,151 ) Finance lease liabilities ( 677 ) ( 163 ) Commitment fees and amortization of debt-related costs ( 3,200 ) ( 2,881 ) Capitalized interest 5,327 2,525 Interest expense $ ( 94,506 ) $ ( 81,670 ) 11. COMMITMENTS AND CONTINGENCIES Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of March 31, 2024 and December 31, 2023, the consolidated balance sheets included $ 3.5 million and $ 7.3 million, respectively, of liabilities for remediation and reclamation obligations. The current portion of these amounts is included in Accrued liabilities , and the long-term portion of these amounts is included in Other liabilities. Litigation and legal proceedings. From time to time, the Partnership is involved in legal, tax, regulatory, and other proceedings in various forums regarding performance, contracts, and other matters that arise in the ordinary course of business. Management is not aware of any such proceeding for which the final disposition could have a material adverse effect on the Partnership’s financial condition, results of operations, or cash flows. Other commitments. The Partnership has payment obligations, or commitments, that include, among other things, a revolving credit facility, other third - party long - term debt, obligations related to the Partnership’s capital spending programs, pipeline and offload commitments, and various operating and finance leases. The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system. 31 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion analyzes our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements, wherein WES Operating is fully consolidated, and which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements, and the notes thereto, which are included under Part II, Item 8 of the 2023 Form 10-K as filed with the SEC on February 21, 2024. The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of March 31, 2024 (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS We have made in this Form 10-Q, and may make in other public filings, press releases, and statements by management, forward - looking statements concerning our operations, economic performance, and financial condition. These forward - looking statements include statements preceded by, followed by, or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions. These statements discuss future expectations, contain projections of results of operations or financial condition, or include other “forward - looking” information. Although we and our general partner believe that the expectations reflected in our forward - looking statements are reasonable, neither we nor our general partner can provide any assurance that such expectations will prove correct. These forward - looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from expectations include, but are not limited to, the following: • our ability to pay distributions to our unitholders and the amount of such distributions; • our assumptions about the energy market; • future throughput (including Occidental production) that is gathered or processed by, or transported through, our assets; • our operating results; • competitive conditions; • technology; • the availability of capital resources to fund acquisitions, capital expenditures, and other contractual obligations, and our ability to access financing through the debt or equity capital markets; • the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services; • commodity - price risks inherent in percent - of - proceeds, percent - of - product, keep - whole, and fixed-recovery processing contracts; • weather and natural disasters; • inflation; • the availability of goods and services; • general economic conditions, internationally, domestically, or in the jurisdictions in which we are doing business; 32 Table of Contents • federal, state, and local laws and state - approved voter ballot initiatives, including those laws or ballot initiatives that limit producers’ hydraulic - fracturing activities or other oil and natural - gas development or operations; • environmental liabilities; • legislative or regulatory changes, including changes affecting our status as a partnership for federal income tax purposes; • changes in the financial or operational condition of Occidental; • the creditworthiness of Occidental or our other counterparties, including financial institutions, operating partners, and other parties; • changes in Occidental’s capital program, corporate strategy, or other desired areas of focus; • our commitments to capital projects; • our ability to access liquidity under the RCF and commercial paper program; • our ability to repay debt; • the resolution of litigation or other disputes; • conflicts of interest among us and our general partner and its related parties, including Occidental, with respect to, among other things, the allocation of capital and operational and administrative costs, and our future business opportunities; • our ability to maintain and/or obtain rights to operate our assets on land owned by third parties; • our ability to acquire assets on acceptable terms from third parties; • non - payment or non - performance of significant customers, including under gathering, processing, transportation, and disposal agreements; • the timing, amount, and terms of future issuances of equity and debt securities; • the outcome of pending and future regulatory, legislative, or other proceedings or investigations, and continued or additional disruptions in operations that may occur as we and our customers comply with any regulatory orders or other state or local changes in laws or regulations; • cyber-attacks or security breaches; and • other factors discussed below, in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the 2023 Form 10 - K, in our quarterly reports on Form 10 - Q, and in our other public filings and press releases. Risk factors and other factors noted throughout or incorporated by reference in this Form 10-Q could cause actual results to differ materially from those contained in any forward - looking statement. Except as required by law, we undertake no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events, or otherwise. 33 Table of Contents EXECUTIVE SUMMARY We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering and disposing of produced water. In our capacity as a natural - gas processor, we also buy and sell natural gas, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, the Rocky Mountains (Colorado, Utah, and Wyoming), and North - central Pennsylvania. As of March 31, 2024, our assets and investments consisted of the following: Wholly Owned and Operated Operated Interests Non-Operated Interests Equity Interests Gathering systems (1) 18 2 3 1 Treating facilities 38 3 — — Natural - gas processing plants/trains 24 3 — 1 NGLs pipelines 3 — — 4 Natural - gas pipelines 6 — — 1 Crude - oil pipelines 3 1 — 1 _________________________________________________________________________________________ (1) Includes the DBM water systems. Significant financial and operational events during the three months ended March 31, 2024, included the following: • During the first quarter of 2024, we (i) closed on the sale of several equity investments to third parties for combined proceeds of $588.6 million, which included $5.9 million in pro-rata distributions through closing, and (ii) entered into a definitive agreement for the divestment of our 33.75% interest in the Marcellus Interest systems, which closed in April 2024. See Acquisitions and Divestitures within this Item 2 for additional information. • WES Operating purchased and retired $15.1 million of certain of its senior notes via open-market repurchases. • Our first - quarter 2024 per - unit distribution of $0.875 increased $0.300 from the fourth-quarter 2023 per-unit distribution of $0.575. • Natural - gas throughput attributable to WES totaled 4,990 MMcf/d for the three months ended March 31, 2024, representing a 2% increase and a 21% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively. • Crude - oil and NGLs throughput attributable to WES totaled 565 MBbls/d for the three months ended March 31, 2024, representing a 20% decrease and an 8% decrease compared to the three months ended December 31, 2023, and March 31, 2023, respectively. • Produced - water throughput attributable to WES totaled 1,126 MBbls/d for the three months ended March 31, 2024, representing a 7% increase and an 18% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively. • Gross margin was $683.7 million for the three months ended March 31, 2024, representing a 5% increase and a 27% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively. See Reconciliation of Non-GAAP Financial Measures within this Item 2. • Adjusted gross margin for natural - gas assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $1.32 per Mcf for the three months ended March 31, 2024, representing a 2% increase compared to the three months ended December 31, 2023, and March 31, 2023. 34 Table of Contents • Adjusted gross margin for crude - oil and NGLs assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $2.92 per Bbl for the three months ended March 31, 2024, representing a 20% increase and a 10% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively. • Adjusted gross margin for produced - water assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $0.95 per Bbl for the three months ended March 31, 2024, representing a 10% increase and a 17% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively. The following table provides additional information on throughput for the periods presented below: Three Months Ended March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) Throughput for natural-gas assets (MMcf/d) Delaware Basin 1,761 1,704 3 % 1,569 12 % DJ Basin 1,372 1,341 2 % 1,306 5 % Powder River Basin 406 369 10 % 33 NM Equity investments 508 489 4 % 423 20 % Other 1,117 1,145 (2) % 915 22 % Total throughput for natural - gas assets 5,164 5,048 2 % 4,246 22 % Throughput for crude-oil and NGLs assets (MBbls/d) Delaware Basin 225 225 — % 205 10 % DJ Basin 87 81 7 % 69 26 % Powder River Basin 23 20 15 % — NM Equity investments 202 347 (42) % 314 (36) % Other 39 42 (7) % 35 11 % Total throughput for crude - oil and NGLs assets 576 715 (19) % 623 (8) % Throughput for produced-water assets (MBbls/d) Delaware Basin 1,149 1,076 7 % 977 18 % Total throughput for produced - water assets 1,149 1,076 7 % 977 18 % _________________________________________________________________________________________ NM — Not meaningful 35 Table of Contents OUTLOOK We expect our business to be affected by the below - described key trends and uncertainties. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove incorrect, our actual results may vary materially from expected results. Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted negatively by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude - oil, natural - gas, and NGLs prices can reduce the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. During 2020, oil and natural - gas prices were negatively impacted by the worldwide macroeconomic downturn that followed the global outbreak of COVID - 19. In 2021, prices began to increase and in the first quarter of 2022, commodity prices increased significantly in connection with the war in Ukraine. For example, the New York Mercantile Exchange (“NYMEX”) West Texas Intermediate crude - oil daily settlement prices during 2023 ranged from a low of $66.74 per barrel in March 2023 to a high of $93.68 per barrel in September 2023, and prices during the three months ended March 31, 2024, ranged from a low of $70.38 per barrel in January 2024 to a high of $83.47 per barrel in March 2024. Similar disruptions could occur as a consequence of the current conflict in the Middle East. The extent and duration of commodity - price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility. Additionally, even when the commodity-price environments are favorable, our customers must manage numerous operational challenges, including severe weather disruptions, downstream and produced-water takeaway constraints, seismicity concerns, new regulatory requirements, and the ability to optimize the efficiency and results of large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can have a significant impact on the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise. Impact of inflation and supply-chain disruptions. The U.S. economy has recently experienced significant inflation relative to historical precedent, from, among other things, supply-chain disruptions caused by, or governmental stimulus or fiscal policies adopted in response to, the COVID-19 crisis and in connection with the war in Ukraine. More specifically, the continued bottlenecks and disruptions have caused difficulties within the U.S. and global supply chains, creating logistical delays along with labor shortages. Continued inflation has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, which has increased our operating costs and capital expenditures. Increases in inflationary pressure could materially and negatively impact our financial results. To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees. Impact of interest rates. Short- and long-term interest rates can be volatile, resulting in immediate changes to interest expense on RCF borrowings and commercial paper borrowings. Any future increases in interest rates likely will result in additional increases in financing costs. As with other yield-oriented securities, our unit price could be impacted by our implied distribution yield relative to market interest rates. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest-rate environment could have an adverse impact on our unit price and our ability to issue additional equity, or increase the cost of issuing equity, to make acquisitions, to reduce debt, or for other purposes. However, we expect our cost of capital to remain competitive, as our competitors face similar interest-rate dynamics. 36 Table of Contents ACQUISITIONS AND DIVESTITURES Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn. During the first quarter of 2024, we closed on the sale of the following equity investments to third parties: (i) the 25.00% interest in Mont Belvieu JV, (ii) the 20.00% interest in Whitethorn LLC, (iii) the 15.00% interest in Panola, and (iv) the 20.00% interest in Saddlehorn. The combined proceeds received in the first quarter of 2024 of $588.6 million includes $5.9 million in pro-rata distributions through closing, resulting in a net gain on sale of $239.7 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations. The sale of the interests in the Mont Belvieu JV and Whitethorn LLC also resolved outstanding legal proceedings associated with those assets. Marcellus Interest systems. In April 2024, we closed on the sale of our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million, resulting in an estimated net gain on sale of approximately $65.0 million that will be recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations during the second quarter of 2024. As of March 31, 2024, the Marcellus Interest systems satisfied criteria to be considered held for sale. At March 31, 2024, the consolidated balance sheet included current assets of $6.6 million, long-term assets of $142.7 million, current liabilities of $5.9 million, and long-term liabilities of $2.1 million associated with assets held for sale. Meritage. In October 2023, we closed on the acquisition of Meritage for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from our $600.0 million senior note issuance in September 2023 and borrowings on the RCF. See Note 3—Acquisitions and Divestitures and Note 10—Debt and Interest Expense under Part I, Item 1 of this Form 10-Q. 37 Table of Contents RESULTS OF OPERATIONS OPERATING RESULTS The following tables and discussion present a summary of our results of operations: Three Months Ended thousands March 31, 2024 December 31, 2023 March 31, 2023 Total revenues and other (1) $ 887,729 $ 858,208 $ 733,982 Equity income, net – related parties 32,819 36,120 39,021 Total operating expenses (1) 480,791 495,977 480,673 Gain (loss) on divestiture and other, net 239,617 (6,434) (2,118) Operating income (loss) 679,374 391,917 290,212 Interest expense (94,506) (97,622) (81,670) Gain (loss) on early extinguishment of debt 524 — — Other income (expense), net 2,346 2,862 1,215 Income (loss) before income taxes 587,738 297,157 209,757 Income tax expense (benefit) 1,522 1,405 1,416 Net income (loss) 586,216 295,752 208,341 Net income (loss) attributable to noncontrolling interests 13,386 7,398 4,696 Net income (loss) attributable to Western Midstream Partners, LP (2) $ 572,830 $ 288,354 $ 203,645 _________________________________________________________________________________________ (1) Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. (2) For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 2. For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2024, to the three months ended December 31, 2023, or to the three months ended March 31, 2023, as applicable. 38 Table of Contents Throughput Three Months Ended March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) Throughput for natural-gas assets (MMcf/d) Gathering, treating, and transportation 606 516 17 % 369 64 % Processing 4,050 4,043 — % 3,454 17 % Equity investments (1) 508 489 4 % 423 20 % Total throughput 5,164 5,048 2 % 4,246 22 % Throughput attributable to noncontrolling interests (2) 174 172 1 % 139 25 % Total throughput attributable to WES for natural - gas assets 4,990 4,876 2 % 4,107 21 % Throughput for crude-oil and NGLs assets (MBbls/d) Gathering, treating, and transportation 374 368 2 % 309 21 % Equity investments (1) 202 347 (42) % 314 (36) % Total throughput 576 715 (19) % 623 (8) % Throughput attributable to noncontrolling interests (2) 11 13 (15) % 12 (8) % Total throughput attributable to WES for crude - oil and NGLs assets 565 702 (20) % 611 (8) % Throughput for produced-water assets (MBbls/d) Gathering and disposal 1,149 1,076 7 % 977 18 % Throughput attributable to noncontrolling interests (2) 23 22 5 % 20 15 % Total throughput attributable to WES for produced - water assets 1,126 1,054 7 % 957 18 % _________________________________________________________________________________________ (1) Represents our share of average throughput for investments accounted for under the equity method of accounting. (2) Includes (i) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary and (ii) for natural - gas assets, the 25% third - party interest in Chipeta, which collectively represent WES’s noncontrolling interests. Natural-gas assets Total throughput attributable to WES for natural - gas assets increased by 114 MMcf/d compared to the three months ended December 31, 2023, primarily due to (i) higher volumes at the West Texas and DJ Basin complexes due to increased production in the areas, (ii) higher volumes at the Powder River Basin complex due to the Meritage acquisition, and (iii) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline. These increases were offset partially by lower volumes at the Granger complex due to a contract expiration in the fourth quarter of 2023. Total throughput attributable to WES for natural - gas assets increased by 883 MMcf/d compared to the three months ended March 31, 2023, primarily due to (i) higher volumes at the Powder River Basin complex due to the Meritage acquisition, (ii) higher volumes at the West Texas and DJ Basin complexes due to increased production in the areas, (iii) higher volumes at the MIGC and Marcellus Interest systems and the Chipeta and Brasada complexes, (iv) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline, and (v) higher volumes at the Springfield gas-gathering system due to new third-party production. These increases were offset partially by lower volumes at the Granger complex due to a contract expiration in the fourth quarter of 2023. Crude-oil and NGLs assets Total throughput attributable to WES for crude - oil and NGLs assets decreased by 137 MBbls/d compared to the three months ended December 31, 2023, primarily due to the divestiture of Whitethorn LLC, Mont Belvieu JV, Saddlehorn, and Panola in the first quarter of 2024. 39 Table of Contents Total throughput attributable to WES for crude - oil and NGLs assets decreased by 46 MBbls/d compared to the three months ended March 31, 2023, primarily due to the divestiture of Whitethorn LLC, Mont Belvieu JV, Saddlehorn, and Panola in the first quarter of 2024. These decreases were offset partially by (i) higher volumes on the Thunder Creek NGL pipeline which was acquired as part of the Meritage acquisition and (ii) higher volumes at the DBM and DJ Basin oil systems resulting from increased production in the areas. Produced-water assets Total throughput attributable to WES for produced - water assets increased by 72 MBbls/d and 169 MBbls/d compared to the three months ended December 31, 2023, and March 31, 2023, respectively, due to higher production. Service Revenues Three Months Ended thousands except percentages March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) Service revenues – fee based $ 781,262 $ 763,837 2 % $ 647,867 21 % Service revenues – product based 66,740 49,515 35 % 46,810 43 % Total service revenues $ 848,002 $ 813,352 4 % $ 694,677 22 % Service revenues – fee based Service revenues – fee based increased by $17.4 million compared to the three months ended December 31, 2023, primarily due to increases of (i) $16.5 million at the West Texas complex as a result of a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, increased throughput, and increased deficiency fees on certain contracts with increasing throughput minimums, (ii) $13.4 million at the DBM water systems due to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased throughput, (iii) $6.3 million at the Powder River Basin complex as a result of increased throughput attributable to the acquisition of Meritage, and (iv) $5.9 million at the DJ Basin complex due to increased throughput. These increases were offset partially by decreases of (i) $12.6 million at the Springfield system primarily due to an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023, (ii) $7.4 million at the DJ Basin oil system primarily due to an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023, partially offset by increased throughput, and (iii) $2.3 million at the Granger complex primarily due to a contract expiration in the fourth quarter of 2023. Service revenues – fee based increased by $133.4 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $48.9 million at the Powder River Basin complex attributable to the acquisition of Meritage, (ii) $45.8 million at the West Texas complex as a result of increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, (iii) $26.0 million at the DBM water systems as a result of increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, (iv) $20.4 million at the DJ Basin complex due to increased throughput, and (v) $6.7 million at the DBM oil system as a result of increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024. These increases were offset partially by decreases of (i) $6.6 million at the Brasada complex due to a change in contract terms effective July 1, 2023, (ii) $2.8 million at the DJ Basin oil system primarily due to decreased deficiency fees on demand volumes, partially offset by increased throughput, and (iii) $2.3 million at the Granger complex primarily due to a contract expiration in the fourth quarter of 2023. Service revenues – product based Service revenues – product based increased by $17.2 million compared to the three months ended December 31, 2023, primarily due to increases of $12.4 million at the West Texas complex as a result of increased volumes sold and $2.4 million at the DJ Basin complex due to increased average prices. Service revenues – product based increased by $19.9 million compared to the three months ended March 31, 2023, primarily due to increases of $14.8 million at the West Texas complex primarily due to increased volumes sold and $2.4 million at the DBM water systems due to increased volumes sold and average prices. 40 Table of Contents Product Sales Three Months Ended thousands except percentages and per-unit amounts March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) Natural - gas sales $ 3,194 $ 14,213 (78) % $ 2,775 15 % NGLs sales 36,098 30,475 18 % 36,250 — % Total Product sales $ 39,292 $ 44,688 (12) % $ 39,025 1 % Per - unit gross average sales price: Natural gas (per Mcf) $ 1.25 $ 1.63 (23) % $ 1.75 (29) % NGLs (per Bbl) 30.93 31.62 (2) % 28.78 7 % Natural-gas sales Natural - gas sales decreased by $11.0 million compared to the three months ended December 31, 2023, primarily due to decreases of (i) $8.3 million at the West Texas complex as a result of decreased volumes sold and average prices and (ii) $2.8 million at the DJ Basin complex as a result of decreased volumes sold. Natural - gas sales increased by $0.4 million compared to the three months ended March 31, 2023, primarily due to an increase of $2.7 million at the DJ Basin complex as a result of increased average prices, partially offset by decreased volumes sold. This increase was offset partially by a decrease of $2.2 million at the West Texas complex due to decreased average prices, partially offset by increased volumes sold. NGLs sales NGLs sales increased by $5.6 million compared to the three months ended December 31, 2023, primarily due to increases of (i) $3.7 million and $1.6 million at the DJ Basin and Chipeta complexes, respectively, due to increased average prices and (ii) $2.4 million at the Powder River Basin complex as a result of increased volumes sold attributable to the acquisition of Meritage. These increases were offset partially by a decrease of $8.2 million at the West Texas complex due to a mix in contract structures, partially offset by increased average prices. NGLs sales decreased by $0.2 million compared to the three months ended March 31, 2023, primarily due to decreases of $7.7 million and $5.8 million at the DJ Basin and West Texas complexes, respectively, due to decreased average prices, partially offset by increased volumes sold. These decreases were offset partially by increases of (i) $6.4 million at the Powder River Basin complex attributable to the acquisition of Meritage, (ii) $2.5 million at the DBM water systems due to increased skim-oil volumes sold and average prices, and (iii) $2.4 million at the Chipeta complex due to increased volumes sold. Equity Income, Net – Related Parties Three Months Ended thousands except percentages March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) Equity income, net – related parties $ 32,819 $ 36,120 (9) % $ 39,021 (16) % Equity income, net – related parties decreased by $3.3 million compared to the three months ended December 31, 2023, primarily due to decreases of $6.9 million at Mont Belvieu JV and $2.2 million at Saddlehorn due to the divestment of our interests in the first quarter of 2024. These decreases were partially offset by an increase of $4.8 million at Whitethorn LLC due to commercial activities prior to the divestment of our interest in the first quarter of 2024. Equity income, net – related parties decreased by $6.2 million compared to the three months ended March 31, 2023, primarily due to decreases of $6.8 million at Mont Belvieu JV due to the divestment of our interest in the first quarter of 2024 and $2.9 million at TEP. These decreases were partially offset by increases of $1.9 million and $1.8 million at Red Bluff Express and FRP, respectively. 41 Table of Contents Cost of Product and Operation and Maintenance Expenses Three Months Ended thousands except percentages March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) Residue purchases $ 9,228 $ 7,931 16 % $ 15,638 (41) % NGLs purchases 70,425 60,303 17 % 51,829 36 % Other (33,574) (27,431) (22) % (16,008) (110) % Cost of product 46,079 40,803 13 % 51,459 (10) % Operation and maintenance 194,939 200,426 (3) % 174,239 12 % Total Cost of product and Operation and maintenance expenses $ 241,018 $ 241,229 — % $ 225,698 7 % Residue purchases Residue purchases decreased by $6.4 million compared to the three months ended March 31, 2023, primarily due to decreases of (i) $5.1 million at the Granger complex due to a contract expiration in the fourth quarter of 2023 and (ii) $1.9 million at the West Texas complex due to lower average prices. NGLs purchases NGLs purchases increased by $10.1 million compared to the three months ended December 31, 2023, primarily due to increased volumes purchased at the West Texas complex. NGLs purchases increased by $18.6 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $16.7 million at the West Texas complex attributable to increased volumes purchased, (ii) $2.4 million at the Powder River Basin complex attributable to the acquisition of Meritage, and (iii) $2.3 million at the DBM water systems due to increased skim-oil volumes and average prices. These increases were offset partially by a decrease of $5.2 million at the DJ Basin complex primarily due to a change in contract mix during the first quarter of 2024. Other items Other items decreased by $6.1 million compared to the three months ended December 31, 2023, primarily due to a decrease of $10.3 million at the West Texas complex due to changes in imbalance positions, partially offset by an increase of $4.2 million at the Powder River Basin complex due to changes in imbalance positions. Other items decreased by $17.6 million compared to the three months ended March 31, 2023, primarily due to decreases of (i) $13.7 million at the West Texas complex due to changes in imbalance positions, partially offset by higher offload costs, and (ii) $2.7 million and $2.6 million at the Chipeta and DJ Basin complexes, respectively, attributable to changes in imbalance positions. Operation and maintenance expense Operation and maintenance expense decreased by $5.5 million compared to the three months ended December 31, 2023, primarily due to decreases of (i) $2.4 million in equipment rental costs, (ii) $2.0 million in each of utility expense and equipment maintenance and repair expense, (iii) $1.8 million in mechanical-integrity costs, and (iv) $1.7 million in land-related costs. These decreases were offset partially by an increase of $5.9 million in salaries and wages costs. Operation and maintenance expense increased by $20.7 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $11.4 million in salaries and wages costs, (ii) $4.6 million in utility expense, (iii) $2.9 million in chemical and treating services, and (iv) $2.9 million in land-related costs. 42 Table of Contents Other Operating Expenses Three Months Ended thousands except percentages March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) General and administrative $ 67,839 $ 73,060 (7) % $ 51,117 33 % Property and other taxes 13,920 16,497 (16) % 6,831 104 % Depreciation and amortization 157,991 165,187 (4) % 144,626 9 % Long - lived asset and other impairments 23 4 NM 52,401 (100) % Total other operating expenses $ 239,773 $ 254,748 (6) % $ 254,975 (6) % General and administrative expenses General and administrative expenses decreased by $5.2 million compared to the three months ended December 31, 2023, primarily due to a decrease of $6.2 million in contract labor and consulting costs, partially offset by an increase of $1.1 million in personnel costs. General and administrative expenses increased by $16.7 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $7.1 million in personnel costs, (ii) $5.5 million in information technology costs, and (iii) $1.6 million in contract labor and consulting expense. Property and other taxes Property and other taxes decreased by $2.6 million compared to the three months ended December 31, 2023, primarily due to a decrease in the ad valorem property tax accrual related to the finalization of 2023 assessments at the DJ Basin complex. Property and other taxes increased by $7.1 million compared to the three months ended March 31, 2023, primarily due to a lower ad valorem property tax accrual recorded during the first quarter of 2023 related to the finalization of 2022 assessments at the DJ Basin complex. Depreciation and amortization expense Depreciation and amortization expense decreased by $7.2 million compared to the three months ended December 31, 2023, primarily due to decreases of (i) $2.9 million at the DJ Basin complex due to updated salvage values and (ii) $1.7 million and $1.2 million at the Red Desert and Powder River Basin complexes, respectively, due to asset retirement obligation revisions. Depreciation and amortization expense increased by $13.4 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $15.1 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $4.8 million and $3.1 million at the West Texas complex and DBM water systems, respectively, primarily related to capital projects being placed into service. These increases were offset partially by a decrease of $7.9 million at the DJ Basin complex primarily due to acceleration of depreciation expense during 2023 and updated salvage values. Long-lived asset and other impairment expense Long-lived asset and other impairment expense for the three months ended March 31, 2023, was primarily due to a $52.1 million impairment for assets located in the Rockies. For further information on Long - lived asset and other impairment expense, see Note 8—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. 43 Table of Contents Interest Expense Three Months Ended thousands except percentages March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) Long - term and short - term debt $ (95,956) $ (98,977) (3) % $ (81,151) 18 % Finance lease liabilities (677) (467) 45 % (163) NM Commitment fees and amortization of debt-related costs (3,200) (3,196) — % (2,881) 11 % Capitalized interest 5,327 5,018 6 % 2,525 111 % Interest expense $ (94,506) $ (97,622) (3) % $ (81,670) 16 % Interest expense decreased by $3.1 million compared to the three months ended December 31, 2023, primarily due to a decrease of $5.7 million resulting from no outstanding borrowings under the RCF during the first quarter of 2024, partially offset by an increase of $2.7 million due to borrowings on the commercial paper program that was established during the fourth quarter of 2023. Interest expense increased by $12.8 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $11.7 million of interest incurred on the 6.150% Senior Notes due 2033 that were issued during the second quarter of 2023, (ii) $9.8 million of interest incurred on the 6.350% Senior Notes due 2029 that were issued during the third quarter of 2023, and (iii) $5.7 million due to borrowings on the commercial paper program that was established during the fourth quarter of 2023. These increases were offset partially by decreases of (i) $4.5 million due to credit-rating related interest rate changes and lower outstanding balances on certain senior notes, (ii) $7.0 million due to no outstanding borrowings under the RCF during the first quarter of 2024, and (iii) $2.8 million due to higher capitalized interest. See Liquidity and Capital Resources—Debt and credit facilities within this Item 2. Income Tax Expense (Benefit) We are not a taxable entity for U.S. federal income tax purposes; therefore, our federal statutory rate is zero percent. However, income apportionable to Texas is subject to Texas margin tax. 44 Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Adjusted gross margin. We define Adjusted gross margin attributable to Western Midstream Partners, LP (“Adjusted gross margin”) as total revenues and other (less reimbursements for electricity - related expenses recorded as revenue), less cost of product, plus distributions from equity investments, and excluding the noncontrolling interest owners’ proportionate share of revenues and cost of product. We believe Adjusted gross margin is an important performance measure of our operations’ profitability and performance as compared to other companies in the midstream industry. Cost of product expenses include (i) costs associated with the purchase of natural gas and NGLs pursuant to our percent - of - proceeds, percent - of - product, and keep - whole contracts, (ii) costs associated with the valuation of gas and NGLs imbalances, (iii) costs associated with our obligations under certain contracts to redeliver a volume of natural gas to shippers, which is thermally equivalent to condensate retained by us and sold to third parties, and (iv) costs associated with our offload commitments with third parties providing firm-processing capacity. The electricity-related expenses included in our Adjusted gross margin definition relate to pass-through expenses that are recorded as Operation and maintenance expense with an offset recorded as revenue for the reimbursement by certain customers. Adjusted EBITDA. We define Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) as net income (loss), plus (i) distributions from equity investments, (ii) non - cash equity - based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) interest income, (v) income tax benefit, (vi) other income, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses. We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks, and rating agencies, use, among other measures, to assess the following: • our operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis; • the ability of our assets to generate cash flow to make distributions; and • the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities. Free cash flow. We define “Free cash flow” as net cash provided by operating activities less total capital expenditures and contributions to equity investments, plus distributions from equity investments in excess of cumulative earnings. Management considers Free cash flow an appropriate metric for assessing capital discipline, cost efficiency, and balance - sheet strength. Although Free cash flow is the metric used to assess WES’s ability to make distributions to unitholders, this measure should not be viewed as indicative of the actual amount of cash that is available for distributions or planned for distributions for a given period. Instead, Free cash flow represents the amount of cash that is available in aggregate for distributions, debt repayments, and other general partnership purposes. 45 Table of Contents Adjusted gross margin, Adjusted EBITDA, and Free cash flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted gross margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Free cash flow is net cash provided by operating activities. Our non - GAAP financial measures of Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be considered as alternatives to the GAAP measures of gross margin, net income (loss), net cash provided by operating activities, or any other measure of financial performance presented in accordance with GAAP. Adjusted gross margin, Adjusted EBITDA, and Free cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect gross margin, net income (loss), and net cash provided by operating activities. Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our definitions of Adjusted gross margin, Adjusted EBITDA, and Free cash flow may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures. Management compensates for the limitations of Adjusted gross margin, Adjusted EBITDA, and Free cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted gross margin, Adjusted EBITDA, and Free cash flow compared to (as applicable) gross margin, net income (loss), and net cash provided by operating activities, and incorporating this knowledge into its decision - making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results. The following tables present (i) a reconciliation of the GAAP financial measure of gross margin to the non - GAAP financial measure of Adjusted gross margin, (ii) a reconciliation of the GAAP financial measures of net income (loss) and net cash provided by operating activities to the non - GAAP financial measure of Adjusted EBITDA, and (iii) a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non - GAAP financial measure of Free cash flow: Three Months Ended thousands March 31, 2024 December 31, 2023 March 31, 2023 Reconciliation of Gross margin to Adjusted gross margin Total revenues and other $ 887,729 $ 858,208 $ 733,982 Less: Cost of product 46,079 40,803 51,459 Depreciation and amortization 157,991 165,187 144,626 Gross margin 683,659 652,218 537,897 Add: Distributions from equity investments 48,337 46,661 51,975 Depreciation and amortization 157,991 165,187 144,626 Less: Reimbursed electricity-related charges recorded as revenues 24,695 25,273 23,569 Adjusted gross margin attributable to noncontrolling interests (1) 20,240 19,412 15,774 Adjusted gross margin $ 845,052 $ 819,381 $ 695,155 _________________________________________________________________________________________ (1) Includes (i) the 25% third - party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests. 46 Table of Contents To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted gross margin for natural-gas assets, per-Bbl Adjusted gross margin for crude-oil and NGLs assets, and per-Bbl Adjusted gross margin for produced-water assets . Three Months Ended thousands except per-unit amounts March 31, 2024 December 31, 2023 March 31, 2023 Gross margin Gross margin for natural - gas assets (1) $ 511,584 $ 484,688 $ 393,673 Gross margin for crude - oil and NGLs assets (1) 93,578 103,228 89,281 Gross margin for produced - water assets (1) 85,041 70,509 59,549 Per - Mcf Gross margin for natural - gas assets (2) 1.09 1.04 1.03 Per - Bbl Gross margin for crude - oil and NGLs assets (2) 1.78 1.57 1.59 Per - Bbl Gross margin for produced - water assets (2) 0.81 0.71 0.68 Adjusted gross margin Adjusted gross margin for natural - gas assets $ 597,163 $ 579,278 $ 480,009 Adjusted gross margin for crude - oil and NGLs assets 150,269 157,048 145,577 Adjusted gross margin for produced - water assets 97,620 83,055 69,569 Per - Mcf Adjusted gross margin for natural - gas assets (3) 1.32 1.29 1.30 Per - Bbl Adjusted gross margin for crude - oil and NGLs assets (3) 2.92 2.43 2.65 Per - Bbl Adjusted gross margin for produced - water assets (3) 0.95 0.86 0.81 _________________________________________________________________________________________ (1) Excludes corporate-level depreciation and amortization. (2) Average for period. Calculated as Gross margin for natural - gas assets, crude - oil and NGLs assets, or produced - water assets, divided by the respective total throughput (MMcf or MBbls) for natural - gas assets, crude - oil and NGLs assets, or produced - water assets. (3) Average for period. Calculated as Adjusted gross margin for natural - gas assets, crude - oil and NGLs assets, or produced - water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural - gas assets, crude - oil and NGLs assets, or produced - water assets. 47 Table of Contents Three Months Ended thousands March 31, 2024 December 31, 2023 March 31, 2023 Reconciliation of Net income (loss) to Adjusted EBITDA Net income (loss) $ 586,216 $ 295,752 $ 208,341 Add: Distributions from equity investments 48,337 46,661 51,975 Non - cash equity - based compensation expense 9,423 9,970 7,199 Interest expense 94,506 97,622 81,670 Income tax expense 1,522 1,405 1,416 Depreciation and amortization 157,991 165,187 144,626 Impairments 23 4 52,401 Other expense 112 71 200 Less: Gain (loss) on divestiture and other, net 239,617 (6,434) (2,118) Gain (loss) on early extinguishment of debt 524 — — Equity income, net – related parties 32,819 36,120 39,021 Other income 2,346 2,862 1,215 Adjusted EBITDA attributable to noncontrolling interests (1) 14,415 13,459 11,015 Adjusted EBITDA $ 608,409 $ 570,665 $ 498,695 Reconciliation of Net cash provided by operating activities to Adjusted EBITDA Net cash provided by operating activities $ 399,708 $ 473,300 $ 302,424 Interest (income) expense, net 94,506 97,622 81,670 Accretion and amortization of long - term obligations, net (2,190) (2,174) (1,692) Current income tax expense (benefit) 1,292 1,315 492 Other (income) expense, net (2,346) (2,862) (1,215) Distributions from equity investments in excess of cumulative earnings – related parties 19,033 7,389 12,366 Changes in assets and liabilities: Accounts receivable, net 53,714 17,773 4,037 Accounts and imbalance payables and accrued liabilities, net 100,383 (19,021) 136,460 Other items, net (41,276) 10,782 (24,832) Adjusted EBITDA attributable to noncontrolling interests (1) (14,415) (13,459) (11,015) Adjusted EBITDA $ 608,409 $ 570,665 $ 498,695 Cash flow information Net cash provided by operating activities $ 399,708 $ 473,300 $ 302,424 Net cash provided by (used in) investing activities 396,849 (1,068,707) (179,178) Net cash provided by (used in) financing activities (774,098) 378,700 (297,257) _________________________________________________________________________________________ (1) Includes (i) the 25% third - party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests. 48 Table of Contents Three Months Ended thousands March 31, 2024 December 31, 2023 March 31, 2023 Reconciliation of Net cash provided by operating activities to Free cash flow Net cash provided by operating activities $ 399,708 $ 473,300 $ 302,424 Less: Capital expenditures 193,789 198,653 173,088 Contributions to equity investments – related parties — — 110 Add: Distributions from equity investments in excess of cumulative earnings – related parties 19,033 7,389 12,366 Free cash flow $ 224,952 $ 282,036 $ 141,592 Cash flow information Net cash provided by operating activities $ 399,708 $ 473,300 $ 302,424 Net cash provided by (used in) investing activities 396,849 (1,068,707) (179,178) Net cash provided by (used in) financing activities (774,098) 378,700 (297,257) Gross margin. Refer to Operating Results within this Item 2 for a discussion of the components of Gross margin as compared to the prior periods, including Service Revenue s, Product Sales , Cost of Product (Residue purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense). Gross margin increased by $31.4 million compared to the three months ended December 31, 2023, due to (i) a $29.5 million increase in total revenues and other and (ii) a $7.2 million decrease in depreciation and amortization. These amounts were offset partially by a $5.3 million increase in cost of product. Gross margin increased by $145.8 million compared to the three months ended March 31, 2023, due to (i) a $153.7 million increase in total revenues and other and (ii) a $5.4 million decrease in cost of product. These amounts were offset partially by a $13.4 million increase in depreciation and amortization. Net income (loss). Refer to Operating Results within this Item 2 for a discussion of the primary components of Net income (loss) as compared to the prior periods. Net income (loss) increased by $290.5 million compared to the three months ended December 31, 2023, primarily due to (i) a $246.1 million increase in gain (loss) on divestiture and other, net, (ii) a $29.5 million increase in total revenues and other, and (iii) a $15.2 million decrease in total operating expenses. Net income (loss) increased by $377.9 million compared to the three months ended March 31, 2023, primarily due to (i) a $241.7 million increase in gain (loss) on divestiture and other, net and (ii) a $153.7 million increase in total revenues and other. These amounts were offset partially by (i) a $12.8 million increase in interest expense and (ii) a $6.2 million decrease in equity income, net – related parties. Net cash provided by operating activities. Refer to Historical cash flow within this Item 2 for a discussion of the primary components of Net cash provided by operating activities as compared to the prior periods. 49 Table of Contents KEY PERFORMANCE METRICS Three Months Ended thousands except percentages and per-unit amounts March 31, 2024 December 31, 2023 Inc/ (Dec) March 31, 2023 Inc/ (Dec) Adjusted gross margin $ 845,052 $ 819,381 3 % $ 695,155 22 % Per - Mcf Adjusted gross margin for natural - gas assets (1) 1.32 1.29 2 % 1.30 2 % Per - Bbl Adjusted gross margin for crude - oil and NGLs assets (1) 2.92 2.43 20 % 2.65 10 % Per - Bbl Adjusted gross margin for produced - water assets (1) 0.95 0.86 10 % 0.81 17 % Adjusted EBITDA 608,409 570,665 7 % 498,695 22 % Free cash flow 224,952 282,036 (20) % 141,592 59 % _________________________________________________________________________________________ (1) Average for period. Calculated as Adjusted gross margin for natural - gas assets, crude - oil and NGLs assets, or produced - water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural - gas assets, crude - oil and NGLs assets, or produced - water assets. Adjusted gross margin. Adjusted gross margin increased by $25.7 million compared to the three months ended December 31, 2023, primarily due to (i) a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, increased throughput, and increased deficiency fees on certain contracts with increasing throughput minimums at the West Texas complex, (ii) a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased throughput at the DBM water systems, (iii) increased throughput at the DJ Basin complex, (iv) commercial activities prior to the divestment of our interest in the first quarter of 2024 at Whitethorn LLC, and (v) increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, at the DBM oil system. These increases were offset partially by decreases due to annual cost-of-service rate adjustments that increased revenue during the fourth quarter of 2023 at the Springfield and DJ Basin oil systems. Adjusted gross margin increased by $149.9 million compared to the three months ended March 31, 2023, primarily due to (i) increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums at the West Texas complex, (ii) increased throughput at the Powder River Basin complex attributable to the acquisition of Meritage, (iii) a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased throughput at the DBM water systems, and (iv) increased throughput at the DJ Basin complex. These increases were offset partially by (i) decreased processing fees at the Brasada complex resulting from a change in contract terms effective July 1, 2023, and (ii) a decrease in distributions from TEP. Per - Mcf Adjusted gross margin for natural - gas assets increased by $0.03 compared to the three months ended December 31, 2023, primarily due to increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums. This increase was offset partially by a decrease resulting from an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023 at the Springfield system. Per - Mcf Adjusted gross margin for natural - gas assets increased by $0.02 compared to the three months ended March 31, 2023, primarily due to (i) increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, and (ii) increased throughput at the DJ Basin complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets. These increases were offset partially by decreased processing fees at the Brasada complex resulting from a change in contract terms effective July 1, 2023. 50 Table of Contents Per - Bbl Adjusted gross margin for crude - oil and NGLs assets increased by $0.49 compared to the three months ended December 31, 2023, primarily due to the sale of our interests in Whitethorn LLC, Saddlehorn, Panola, and Mont Belvieu JV in the first quarter of 2024, all of which had lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets. These increases were offset partially by decreases related to (i) an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023, partially offset by increased throughput, at the DJ Basin oil system, which has a higher-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets, and (ii) an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023 at the Springfield system. Per - Bbl Adjusted gross margin for crude - oil and NGLs assets increased by $0.27 compared to the three months ended March 31, 2023, primarily due to (i) the sale of our interests in Whitethorn LLC, Saddlehorn, Panola, and Mont Belvieu JV in the first quarter of 2024, all of which had lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets, and (ii) increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, at the DBM oil system, which has a higher-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets. These increases were offset partially by (i) decreased deficiency fees on demand volumes at the DJ Basin oil system and (ii) a decrease in distributions from TEP. Per - Bbl Adjusted gross margin for produced - water assets increased by $0.09 and $0.14 compared to the three months ended December 31, 2023, and March 31, 2023, respectively, primarily due to increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024. Adjusted EBITDA. Adjusted EBITDA increased by $37.7 million compared to the three months ended December 31, 2023, primarily due to (i) a $29.5 million increase in total revenues and other, (ii) a $5.5 million decrease in operation and maintenance expenses, (iii) a $4.7 million decrease in general and administrative expenses excluding non - cash equity - based compensation expense, and (iv) a $2.6 million decrease in property taxes. These amounts were offset partially by a $5.2 million increase in cost of product (net of lower of cost or market inventory adjustments). Adjusted EBITDA increased by $109.7 million compared to the three months ended March 31, 2023, primarily due to (i) a $153.7 million increase in total revenues and other and (ii) a $5.3 million decrease in cost of product (net of lower of cost or market inventory adjustments). These amounts were offset partially by (i) a $20.7 million increase in operation and maintenance expenses, (ii) a $14.5 million increase in general and administrative expenses excluding non - cash equity - based compensation expense, (iii) a $7.1 million increase in property and other taxes, and (iv) a $3.6 million decrease in distributions from equity investments. Free cash flow. Free cash flow decreased by $57.1 million compared to the three months ended December 31, 2023, primarily due to a $73.6 million decrease in net cash provided by operating activities, partially offset by (i) an $11.6 million increase in distributions from equity investments in excess of cumulative earnings and (ii) a $4.9 million decrease in capital expenditures. Free cash flow increased by $83.4 million compared to the three months ended March 31, 2023, primarily due to (i) a $97.3 million increase in net cash provided by operating activities and (ii) a $6.7 million increase in distributions from equity investments in excess of cumulative earnings. These amounts were offset partially by a $20.7 million increase in capital expenditures. See Capital Expenditures and Historical Cash Flow within this Item 2 for further information. 51 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary cash uses include equity and debt service, operating expenses, and capital expenditures. Our sources of liquidity, as of March 31, 2024, included cash and cash equivalents, cash flows generated from operations, effective borrowing capacity under the RCF, our commercial paper program, and potential issuances of additional equity or debt securities. We believe that cash flows generated from these sources will be sufficient to satisfy our short - term working capital requirements and long - term capital - expenditure and debt-service requirements. The amount of future distributions to unitholders will be determined by the Board on a quarterly basis. Under our partnership agreement, we distribute all of our available cash (beyond proper reserves as defined in our partnership agreement) within 55 days following each quarter’s end. Our cash flow and resulting ability to make cash distributions are dependent on our ability to generate cash flow from operations. Generally, our available cash is our cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves and cash on hand resulting from working capital borrowings made after the end of the quarter. The general partner establishes cash reserves to provide for the proper conduct of our business, including (i) to fund future capital expenditures, (ii) to comply with applicable laws, debt instruments, or other agreements, or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters. The Board declared a cash distribution to unitholders for the first quarter of 2024 of $0.875 per unit, or $340.9 million in the aggregate. The cash distribution is payable on May 15, 2024, to our unitholders of record at the close of business on May 1, 2024. To facilitate the distribution of available cash, during 2022 we adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free cash flow generated in the prior year after subtracting Free cash flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases. This Enhanced Distribution is subject to Board discretion, the establishment of cash reserves for the proper conduct of our business, and is also contingent on the attainment of prior year-end net leverage thresholds (the ratio of our total principal debt outstanding less total cash on hand as of the end of such period, as compared to our trailing-twelve-months Adjusted EBITDA) after taking the Enhanced Distribution for such prior year into effect. Free cash flow and Adjusted EBITDA are defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2. In 2022, we announced a common-unit buyback program of up to $1.25 billion through December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to purchase any specific dollar amount or number of units and may be suspended or discontinued at any time. During the three months ended March 31, 2024, there were no common units repurchased. During the three months ended March 31, 2023, we repurchased 285,688 common units for an aggregate purchase price of $7.1 million. The units were canceled immediately upon receipt. As of March 31, 2024, we had an authorized amount of $627.8 million remaining under the program. Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open - market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors, and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part II, Item 1A of this Form 10-Q. 52 Table of Contents Working capital . Working capital is an indication of liquidity and potential needs for short - term funding. Working capital requirements are driven by changes in accounts receivable and accounts payable and other factors such as credit extended to, and the timing of collections from, our customers, and the level and timing of our spending for acquisitions, maintenance, and other capital activities. As of March 31, 2024, we had a $358.2 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. As of March 31, 2024, there was $1.9 billion in effective borrowing capacity under the RCF, after taking into account the $100.0 million of outstanding commercial paper borrowings, for which we maintain availability under the RCF as support for our commercial paper program. See Note 9—Selected Components of Working Capital and Note 10—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. Capital expenditures . Our business is capital intensive, requiring significant investment to maintain and improve existing facilities or to develop new midstream infrastructure. Capital expenditures include maintenance capital expenditures, which include those expenditures required to maintain existing operating capacity and service capability of our assets, and expansion capital expenditures, which include expenditures to construct new midstream infrastructure and expenditures incurred to reduce costs, increase revenues, or increase system throughput or capacity from current levels. Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Acquisitions and capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows: Three Months Ended March 31, thousands 2024 2023 Acquisitions $ 443 $ — Capital expenditures (1) 193,789 173,088 Capital incurred (1) 210,930 181,803 _________________________________________________________________________________________ (1) For the three months ended March 31, 2024 and 2023, included $5.3 million and $2.5 million, respectively, of capitalized interest. Capital expenditures increased by $20.7 million for the three months ended March 31, 2024, primarily due to increases of (i) $12.4 million at the West Texas complex, primarily attributable to engineering and equipment milestone payments for the North Loving Plant, (ii) $10.9 million related to the acquisition of Meritage, (iii) $6.2 million at the DJ Basin complex due to the purchase of a field office in the first quarter of 2024 and an increase in well connection and pipeline projects, and (iv) $5.4 million in corporate-level capital expenditures. These increases were offset partially by a decrease of $13.3 million at the DBM water systems due to reduced construction of water - disposal wells and facilities and well-connect projects. 53 Table of Contents Historical cash flow . The following table and discussion present a summary of our net cash flows provided by (used in) operating, investing, and financing activities: Three Months Ended March 31, thousands 2024 2023 Net cash provided by (used in): Operating activities $ 399,708 $ 302,424 Investing activities 396,849 (179,178) Financing activities (774,098) (297,257) Net increase (decrease) in cash and cash equivalents $ 22,459 $ (174,011) Operating activities . Net cash provided by operating activities increased for the three months ended March 31, 2024, primarily due to higher cash operating income, partially offset by lower distributions from equity investments and higher interest expense. Refer to Operating Results within this Item 2 for a discussion of our results of operations as compared to the prior periods. Investing activities . Net cash provided by investing activities for the three months ended March 31, 2024, primarily included the following: • $582.7 million of proceeds related to the sale of several equity investments to third parties; • $19.0 million of distributions received from equity investments in excess of cumulative earnings; • $193.8 million of capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system; and • $10.7 million of increases to materials and supplies inventory. Net cash used in investing activities for the three months ended March 31, 2023, primarily included the following: • $173.1 million of capital expenditures, primarily related to construction, expansion, and asset - integrity projects at the West Texas complex, DBM water systems, DBM oil system, and DJ Basin complex; • $18.3 million of increases to materials and supplies inventory; and • $12.4 million of distributions received from equity investments in excess of cumulative earnings. Financing activities . Net cash used in financing activities for the three months ended March 31, 2024, primarily included the following: • $510.4 million of net repayments under the commercial paper program; • $229.1 million of distributions paid to WES unitholders and noncontrolling interest owners; and • $14.5 million to purchase and retire portions of certain of WES Operating’s senior notes via open-market repurchases. Net cash used in financing activities for the three months ended March 31, 2023, primarily included the following: • $213.1 million to redeem the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value; • $203.1 million of distributions paid to WES unitholders and noncontrolling interest owners; • $100.0 million of repayments of outstanding borrowings under the RCF; 54 Table of Contents • $7.1 million of unit repurchases; and • $220.0 million of borrowings under the RCF, which were used for general partnership purposes. Debt and credit facilities. As of March 31, 2024, the carrying value of outstanding debt was $7.4 billion and we have $1.9 billion in effective borrowing capacity under WES Operating’s $2.0 billion RCF, after taking into account the $100.0 million of outstanding commercial paper borrowings, for which we maintain availability under the RCF as support for WES Operating’s commercial paper program. During the three months ended March 31, 2024, WES Operating purchased and retired $15.1 million of certain of its senior notes via open-market repurchases with cash from operations and a gain of $0.5 million was recognized for the early retirement of portions of these notes. As of March 31, 2024, the 3.100% Senior Notes due 2025 were classified as long-term debt on the consolidated balance sheet as WES Operating has ability and intent to refinance these obligations using long-term debt. Subsequent to March 31, 2024, WES Operating purchased and retired $134.9 million of certain of its senior notes via open-market repurchases. For additional information on our senior notes, RCF, and commercial paper program, see Note 10—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. Credit risk . We bear credit risk through exposure to non - payment or non - performance by our counterparties, including Occidental, financial institutions, customers, and other parties. Generally, non - payment or non - performance results from a customer’s inability to satisfy payables to us for services rendered, minimum - volume - commitment deficiency payments owed, or volumes owed pursuant to gas- or NGLs-imbalance agreements. We examine and monitor the creditworthiness of customers and may establish credit limits for customers. We are subject to the risk of non - payment or late payment by producers for gathering, processing, transportation, and disposal fees. Additionally, we continue to evaluate counterparty credit risk and, in certain circumstances, are exercising our contractual rights to request adequate assurance of performance. We expect our exposure to the concentrated risk of non - payment or non - performance to continue for as long as our commercial relationships with Occidental generate a significant portion of our revenues. While Occidental is our contracting counterparty, gathering and processing arrangements with affiliates of Occidental on most of our systems include not just Occidental - produced volumes, but also, in some instances, the volumes of other working - interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. Our ability to make cash distributions to our unitholders may be adversely impacted if Occidental becomes unable to perform under the terms of gathering, processing, transportation, and disposal agreements. 55 Table of Contents ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING Our consolidated financial statements include the consolidated financial results of WES Operating. Our results of operations do not differ materially from the results of operations and cash flows of WES Operating, which are reconciled below. Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows: Three Months Ended thousands March 31, 2024 December 31, 2023 March 31, 2023 Net income (loss) attributable to WES $ 572,830 $ 288,354 $ 203,645 Limited partner interest in WES Operating not held by WES (1) 11,700 5,906 4,161 General and administrative expenses (2) 360 1,016 232 Other income (expense), net (59) (61) (25) Income taxes — 6 — Net income (loss) attributable to WES Operating $ 584,831 $ 295,221 $ 208,013 _________________________________________________________________________________________ (1) Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES. A subsidiary of Occidental held a 2.0% limited partner interest in WES Operating for all periods presented. (2) Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating. Reconciliation of net cash provided by (used in) operating and financing activities. The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows: Three Months Ended March 31, thousands 2024 2023 WES net cash provided by operating activities $ 399,708 $ 302,424 General and administrative expenses (1) 360 232 Non - cash equity - based compensation expense (145) (141) Changes in working capital (19,215) (11,522) Other income (expense), net (59) (25) WES Operating net cash provided by operating activities $ 380,649 $ 290,968 WES net cash provided by (used in) financing activities $ (774,098) $ (297,257) Distributions to WES unitholders (2) 223,438 196,569 Distributions to WES from WES Operating (3) (224,855) (209,242) Increase (decrease) in outstanding checks (67) (42) Unit repurchases — 7,061 Other 19,364 11,950 WES Operating net cash provided by (used in) financing activities $ (756,218) $ (290,961) _________________________________________________________________________________________ (1) Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating. (2) Represents distributions to WES common unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. (3) Difference attributable to elimination in consolidation of WES Operating’s distributions on partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. 56 Table of Contents Noncontrolling interest. WES Operating’s noncontrolling interest consists of the 25% third - party interest in Chipeta. See Note 1—Description of Business and Basis of Presentation in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. WES Operating distributions. WES Operating distributes all of its available cash on a quarterly basis to WES Operating unitholders in proportion to their share of limited partner interests in WES Operating. See Note 4—Partnership Distributions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. CRITICAL ACCOUNTING ESTIMATES The preparation of consolidated financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recognized during the periods reported. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2023. RECENT ACCOUNTING DEVELOPMENTS See Note 1—Description of Business and Basis of Presentation in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. Item 3. Quantitative and Qualitative Disclosures About Market Risk Commodity-price risk. There have been no significant changes to our commodity-price risk discussion from the disclosure set forth under Part II, Item 7A in our Form 10-K for the year ended December 31, 2023, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q. For the three months ended March 31, 2024, 95% of our wellhead natural - gas volume (excluding equity investments) and 100% of our crude - oil and produced - water throughput (excluding equity investments) were serviced under fee - based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances. Interest-rate risk. The Federal Open Market Committee increased its target range four times for the federal funds rate in 2023 and has made no changes to its target range during the three months ended March 31, 2024. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of March 31, 2024, WES Operating had (i) no outstanding borrowings under the RCF that bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate at WES Operating’s option and (ii) $100.0 million of outstanding commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at March 31, 2024, it would impact the fair value of the senior notes. Additional short-term or variable - rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances. 57 Table of Contents Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures . The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of March 31, 2024. Changes in Internal Control Over Financial Reporting . There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings We are not a party to any legal, regulatory, or administrative proceedings other than proceedings arising in the ordinary course of business. Management believes that there are no such proceedings for which a final disposition could have a material adverse effect on results of operations, cash flows, or financial condition, or for which disclosure is otherwise required by Item 103 of Regulation S - K. Item 1A. Risk Factors Security holders and potential investors in our securities should carefully consider the risk factors set forth under Part I, Item 1A in our Form 10 - K for the year ended December 31, 2023, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The following table sets forth information with respect to repurchases made by WES of its common units in the open market or in privately negotiated transactions under the $1.25 billion Purchase Program during the first quarter of 2024: Period Total number of units purchased Average price paid per unit Total number of units purchased as part of publicly announced plans or programs (1) Approximate dollar value of units that may yet be purchased under the plans or programs (1) January 1-31, 2024 — $ — — $ 627,807,310 February 1-29, 2024 — — — 627,807,310 March 1-31, 2024 — — — 627,807,310 Total — — — ______________________________________________________________________________________ (1) In 2022, the Board authorized WES to buy back up to $1.25 billion of our common units through December 31, 2024. See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional details. 58 Table of Contents Item 5. Other Information Insider Trading Arrangements Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended March 31, 2024, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K). 59 Table of Contents Item 6. Exhibits Exhibits designated by an asterisk (*) are filed herewith and those designated with asterisks (**) are furnished herewith; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. Exhibit Index Exhibit Number Description # 2. 1 Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753). 3. 1 Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763). 3. 2 Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 3 Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 3. 4 Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763). 3. 5 Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 6 Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 7 Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753). 3. 8 Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). 3. 9 Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 10 Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). 3. 11 Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 12 Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 13 Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 60 Table of Contents Exhibit Number Description 4. 1 Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046). 4. 2 Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). 4. 3 First Supplemental Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). 4. 4 Fourth Supplemental Indenture, dated as of June 28, 2012, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046). 4. 5 Form of 4.000% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046). 4. 6 Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 7 Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 8 Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046). 4. 9 Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046). 4. 10 Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046). 4. 11 Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046). 4. 12 Ninth Supplemental Indenture, dated as of March 2, 2018, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 4. 13 Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 4. 14 Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 4. 15 Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 4. 16 Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 61 Table of Contents Exhibit Number Description 4. 17 Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 4. 18 Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 19 Form of Floating Rate Senior Notes due 2023 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 20 Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 21 Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 22 Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 23 Twelfth Supplemental Indenture, dated as of April 4, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046). 4. 24 Form of 6.150% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046). 4. 25 Thirteenth Supplemental Indenture, dated as of September 29, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046). 4. 26 Form of 6.350% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046). * 10. 1 Form of 2024 Phantom Unit Award Agreement (Time-Based Awards). * 10. 2 Form of 2024 Phantom Unit Award Agreement (TUR Awards). * 10. 3 Form of 2024 Phantom Unit Award Agreement (ROA Awards). * 31. 1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. * 31. 2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. * 31. 3 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. * 31. 4 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. ** 32. 1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. ** 32. 2 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. 62 Table of Contents Exhibit Number Description * 101. INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) * 101. SCH Inline XBRL Schema Document * 101. CAL Inline XBRL Calculation Linkbase Document * 101. DEF Inline XBRL Definition Linkbase Document * 101. LAB Inline XBRL Label Linkbase Document * 101. PRE Inline XBRL Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________________________________________________________________ # Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. 63 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. WESTERN MIDSTREAM PARTNERS, LP May 8, 2024 /s/ Michael P. Ure Michael P. Ure President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) May 8, 2024 /s/ Kristen S. Shults Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) WESTERN MIDSTREAM OPERATING, LP May 8, 2024 /s/ Michael P. Ure Michael P. Ure President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) May 8, 2024 /s/ Kristen S. Shults Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) 64