What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-21 · 224 added, 203 removed, 1471 unchanged (22% of the section changed)

31 unchanged sentences

Commitments and Contingencies

Subsequent Events

Reportable Segment

MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

6 unchanged sentences

Based on our assessment using the COSO criteria, we concluded the Partnership’s and WES Operating’s internal control over financial reporting was effective as of December 31, 2024.

The Partnership acquired Meritage Midstream Services II, LLC, in October 2023 and management excluded from its assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2023, Meritage Midstream Services II, LLC’s internal control over financial reporting associated with total assets of $1.01 billion and total revenues of $41.4 million included in the consolidated financial statements of Western Midstream Partners, LP and subsidiaries as of and for the year ended December 31, 2023.

KPMG LLP, the Partnership’s independent registered public accounting firm, has issued an attestation report on the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2024.

WESTERN MIDSTREAM PARTNERS, LP

/s/ Michael P.

President and Chief Executive Officer

6 unchanged sentences

WESTERN MIDSTREAM OPERATING, LP

/s/ Michael P.

President and Chief Executive Officer

58 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2024 and 2023, the related consolidated statements of operations, equity and partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Partnership acquired Meritage Midstream Services II, LLC during 2023, and management excluded from its assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2023, Meritage Midstream Services II, LLC’s internal control over financial reporting associated with total assets of $1.01 billion and total revenues of $41.4 million included in the consolidated financial statements of the Partnership as of and for the year ended December 31, 2023.

Our audit of internal control over financial reporting of the Partnership also excluded an evaluation of the internal control over financial reporting of Meritage Midstream Services II, LLC.

Basis for Opinion

21 unchanged sentences

thousands except per-unit amounts

2024 2023 2022

Revenues and other

93 unchanged sentences

Other assets also includes $ 110.3 million and $ 96.3 million of materials and supplies inventory as of December 31, 2024 and 2023, respectively .

(2) Total assets includes related - party amounts of $ 1.3 billion as of December 31, 2023 and 2022, which includes related - party Accounts receivable, net of $ 358.1 million and $ 313.9 million as of December 31, 2023 and 2022, respectively.

(2) Total assets includes related - party amounts of $ 991.1 million and $ 1.3 billion as of December 31, 2024 and 2023, respectively, which includes related - party Accounts receivable, net of $ 401.3 million and $ 358.1 million as of December 31, 2024 and 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 529.7 million and $ 378.8 million as of December 31, 2024 and 2023, respectively.

27 unchanged sentences

( 134,602 ) — — ( 134,602 )

Contributions of equity - based compensation from Occidental

2,277 — — 2,277

Equity - based compensation expense

32,005 — — 32,005

Net contributions from (distributions to) related parties 1,423 — — 1,423

Other ( 15,474 ) — — ( 15,474 )

4 unchanged sentences

Distributions to Partnership unitholders ( 1,217,075 ) ( 28,994 ) — ( 1,246,069 )

Unit repurchases (1)

( 134,602 ) — — ( 134,602 )

Equity - based compensation expense

3 unchanged sentences

_________________________________________________________________________________________

(1) See Note 5 .

(1) See Note 5 and Note 6 .

See accompanying Notes to Consolidated Financial Statements.

27 unchanged sentences

Capital expenditures (1)

( 833,856 ) ( 735,080 ) ( 487,228 )

Acquisitions from third parties ( 443 ) ( 877,746 ) ( 40,127 )

4 unchanged sentences

(Increase) decrease in materials and supplies inventory and other ( 18,284 ) ( 32,329 ) ( 9,468 )

Net cash used in investing activities ( 1,607,291 ) ( 218,237 ) ( 257,538 )

Net cash provided by (used in) investing activities

( 39,168 ) ( 1,607,291 ) ( 218,237 )

Cash flows from financing activities

2 unchanged sentences

Commercial paper borrowings (repayments), net

( 610,313 ) 609,916 —

Increase (decrease) in outstanding checks ( 5,622 ) 3,516 2,206

96 unchanged sentences

________________________________________________________________________________________

(1) Total revenues and other includes $ 1.8 billion, $ 1.8 billion, and $ 1.6 billion for the years ended December 31, 2023, 2022, and 2021, respectively.

(1) Total revenues and other includes related - party amounts of $ 2.2 billion, $ 1.8 billion, and $ 1.8 billion for the years ended December 31, 2024, 2023, and 2022, respectively.

(2) See Note 7 and Note 9 .

48 unchanged sentences

Other assets also includes $ 110.3 million and $ 96.3 million of materials and supplies inventory as of December 31, 2024 and 2023, respectively.

(2) Total assets includes related - party amounts of $ 987.4 million and $ 1.3 billion as of December 31, 2024 and 2023, respectively, which includes related - party Accounts receivable, net of $ 401.3 million and $ 358.1 million as of December 31, 2024 and 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 555.9 million and $ 409.5 million as of December 31, 2024 and 2023, respectively.

4 unchanged sentences

Units Noncontrolling

Interest Total

Balance at December 31, 2021 $ 3,063,289 $ 29,377 $ 3,092,666

11 unchanged sentences

Distributions to WES Operating unitholders ( 1,142,217 ) — ( 1,142,217 )

Contributions of equity - based compensation from Occidental

2,277 — 2,277

Contributions of equity - based compensation from WES

31,424 — 31,424

Net contributions from (distributions to) related parties 1,423 — 1,423

Balance at December 31, 2023

$ 3,027,031 $ 25,323 $ 3,052,354

Net income (loss) 1,607,358 5,525 1,612,883

34 unchanged sentences

Capital expenditures (1)

( 833,856 ) ( 735,080 ) ( 487,228 )

Acquisitions from third parties ( 443 ) ( 877,746 ) ( 40,127 )

4 unchanged sentences

(Increase) decrease in materials and supplies inventory and other ( 18,284 ) ( 32,329 ) ( 9,468 )

Net cash used in investing activities ( 1,607,291 ) ( 218,237 ) ( 257,538 )

Net cash provided by (used in) investing activities

( 39,168 ) ( 1,607,291 ) ( 218,237 )

Cash flows from financing activities

2 unchanged sentences

Commercial paper borrowings (repayments), net

( 610,313 ) 609,916 —

Increase (decrease) in outstanding checks ( 5,572 ) 3,464 2,309

34 unchanged sentences

Operated Operated

Interests Non-Operated

Interests Equity

7 unchanged sentences

(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.

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

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

9 unchanged sentences

Springfield system 50.10 %

Marcellus Interest systems 33.75 %

Equity investments (3)

2 unchanged sentences

Red Bluff Express Pipeline, LLC (“Red Bluff Express”) 30.00 %

Enterprise EF78 LLC (“Mont Belvieu JV”) 25.00 %

Rendezvous Gas Services, LLC (“Rendezvous”) 22.00 %

1 unchanged sentence

Texas Express Gathering LLC (“TEG”) 20.00 %

Whitethorn Pipeline Company LLC (“Whitethorn LLC”) 20.00 %

Saddlehorn Pipeline Company LLC (“Saddlehorn”)

Panola Pipeline Company, LLC (“Panola”) 15.00 %

White Cliffs Pipeline, LLC (“White Cliffs”) 10.00 %

2 unchanged sentences

See Noncontrolling interests below.

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

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

(3) Investments in non - controlled entities over which the Partnership exercises significant influence are accounted for under the equity method of accounting.

68 unchanged sentences

Prior long-lived asset acquisitions from Anadarko were transfers of net assets between entities under common control;

therefore, the assets acquired were initially recorded at Anadarko’s historic carrying value.

The difference between the carrying value of net assets acquired from Anadarko and the consideration paid has been recorded as an adjustment to partners’ capital.

therefore, the assets acquired were initially recorded at Anadarko’s historical carrying value.

The difference between the carrying value of net assets acquired from Anadarko and the consideration paid was recorded as an adjustment to partners’ capital.

Assets acquired in a business combination or non-monetary exchange with a third party are initially recorded at fair value.

9 unchanged sentences

If an impairment exists, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value, such that the asset’s carrying value is adjusted down to its estimated fair value with an offsetting charge to Long-lived asset and other impairments.

Refer to Note 9 for a description of impairments recorded during the years ended December 31, 2023, 2022, and 2021.

Refer to Note 9 for a description of impairments recorded during the periods presented.

Capitalized interest.

7 unchanged sentences

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.

This standard was adopted on December 31, 2024, using a retrospective approach with no impact to the consolidated financial statements;

however, the adoption did result in additional disclosure.

See Note 17 .

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

2 unchanged sentences

Goodwill is recorded when the purchase price of a business acquired exceeds the fair market value of the tangible and separately measurable intangible net assets.

In addition, goodwill represents the allocated historic carrying value of midstream goodwill attributed to the Partnership’s assets previously acquired from Anadarko.

In addition, goodwill represents the allocated historical carrying value of midstream goodwill attributed to the Partnership’s assets previously acquired from Anadarko.

The Partnership had allocated goodwill on its two reporting units:

33 unchanged sentences

Because of its significant upfront capital investment, the Partnership may charge additional service fees to customers for only a portion of the contract term (i.e., for the first year of a contract or until reaching a volume threshold), and these fees are recognized as revenue over the expected period of customer benefit, which is generally the life of the related properties.

Timing differences between amounts recognized in Service revenues – fee based and the amounts billed to customer are recognized as contract assets or contract liabilities, and are amortized over the related contract period.

Timing differences between amounts recognized in Service revenues – fee based and the amounts billed to customers are recognized as contract assets or contract liabilities and are amortized over the related contract period.

The Partnership also receives Service revenues – fee based from contracts that have fees that require periodic rate redeterminations based on the related facility cost of service.

12 unchanged sentences

Product sales revenue is recognized, along with cost of product expense related to the sale, when the purchased product is sold to either Occidental or a third party.

The Partnership receives aid-in-construction reimbursements for certain capital costs necessary to provide services to customers (i.e., connection costs, etc.) under certain service contracts.

The Partnership receives aid-in-construction reimbursements for certain capital costs necessary to provide services to customers (i.e., connection costs.) under certain service contracts.

Aid-in-construction reimbursements are reflected as a contract liability when received and are amortized to Service revenues – fee based over the expected period of customer benefit, which is generally the life of the related properties.

16 unchanged sentences

If WES Operating concludes that it is more likely than not that some of the deferred tax assets will not be realized, the tax asset is reduced by recording a valuation allowance.

With respect to assets previously acquired from Anadarko, WES Operating recorded Anadarko’s historic federal and state current and deferred income taxes for the periods prior to the acquisition of such assets.

For periods on and subsequent to the acquisition, WES Operating is not subject to tax except for the Texas margin tax and, accordingly, does not record deferred federal income taxes related to the acquired assets.

With respect to assets previously acquired from Anadarko, WES Operating recorded Anadarko’s historical federal and state current and deferred income taxes for the periods prior to the acquisition of such assets.

For periods beginning on and subsequent to the acquisition, WES Operating is not subject to tax except for the Texas margin tax and, accordingly, does not record deferred federal income taxes related to the acquired assets.

For periods beginning on and subsequent to the acquisition of assets from Anadarko, WES Operating made payments to Anadarko pursuant to the tax sharing agreement for its estimated share of taxes from all forms of taxation, excluding income taxes imposed by the United States, that are included in any combined or consolidated returns filed by Occidental.

16 unchanged sentences

As the rate implicit in the Partnership’s leases is generally not readily determinable, the Partnership discounts lease liabilities using the Partnership’s incremental borrowing rate at the commencement date.

Non-lease components associated with leases that begin in 2019 or later are accounted for as part of the lease component, and prepaid lease payments are included as ROU assets.

Non-lease components associated with leases that began in 2019 or later are accounted for as part of the lease component, and prepaid lease payments are included as ROU assets.

Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Partnership will exercise that option.

10 unchanged sentences

When the non-lease component is determined to be the predominant component, the combined components are accounted for under Revenue from Contracts with Customers (Topic 606) .

New accounting pronouncements not yet adopted.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” The standard requires disclosure of additional information and disaggregation of certain income statement expense line items.

The standard will become effective for the Partnership for the fiscal year 2027 annual financial statements and interim financial statements thereafter, with early adoption permitted.

The standard may be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to all prior periods presented in the financial statements.

The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal year 2027 annual financial statements.

The Partnership is currently evaluating the impact this guidance will have on disclosures in the Notes to the Consolidated Financial Statements.

This standard will have no impact on the Partnership’s financial statements, but will result in additional disclosure.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

10 unchanged sentences

Revenue from other than customers

Lease revenue (1)

Other 1,085 968 953

Total revenues and other $ 3,605,223 $ 3,106,476 $ 3,251,721

_________________________________________________________________________________________

(1) Includes fixed - and variable - lease revenue from an operating and maintenance agreement entered into with Occidental.

See Note 6 and Note 14.

Contract balances.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 661.6 million and $ 545.0 million as of December 31, 2023 and 2022, respectively.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 693.9 million and $ 661.6 million as of December 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.

35 unchanged sentences

Transaction price allocated to remaining performance obligations.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2023, are presented in the following table.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of December 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.

8 unchanged sentences

ACQUISITIONS AND DIVESTITURES

Marcellus Interest systems.

During the second quarter of 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 a net gain on sale of $ 63.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.

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.

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 13) and borrowings on the senior unsecured revolving credit facility (“RCF”).

The $ 877.7 million included as Acquisitions from third parties in the consolidated statements of cash flows includes 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).

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 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 NGLs 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.

3 unchanged sentences

For the year ended December 31, 2023, acquisition-related transaction costs of $ 6.1 million, consisting primarily of third-party consulting and legal fees, are included in General and administrative expenses in the consolidated statements of operations.

The following is the preliminary acquisition-date fair value as of December 31, 2023, for the assets acquired and liabilities assumed in the Meritage acquisition.

The preliminary fair values are subject to change within the measurement period (up to one year from the acquisition date), pending a final determination of the fair value of certain customary post-closing working capital adjustments.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Assets acquired:

14 unchanged sentences

The fair values of the processing plants, gathering system, and related facilities and equipment are based on market and cost approaches.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

The following table presents pro forma condensed financial information of the Partnership as if the Meritage acquisition had occurred on January 1, 2022:

Year Ended December 31,

thousands 2023 2022

Revenues and other $ 3,239,035 $ 3,408,767

2 unchanged sentences

Year Ended December 31,

thousands 2023 2022

Revenues and other $ 3,239,035 $ 3,408,767

Net income (loss) attributable to Western Midstream Operating, LP 1,026,800 1,240,623

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

The pro forma information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Meritage acquisition been completed at the assumed date, nor is it necessarily indicative of future operating results of the combined entity.

6 unchanged sentences

The pro forma information in the table above includes $ 41.4 million of revenues and $ 24.6 million of operating expenses attributable to the assets acquired as part of the Meritage acquisition that are included in the Partnership’s and WES Operating’s consolidated statements of operations for the year ended December 31, 2023.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

In November 2022, the Partnership sold its 15.00 % interest in Cactus II to two third parties for $ 264.8 million, which includes a $ 1.8 million pro-rata distribution through closing.

3 unchanged sentences

Subsequent to the acquisition, (i) the Partnership is the sole owner and operator of the asset, (ii) Ranch Westex is no longer accounted for under the equity method of accounting, and (iii) the Ranch Westex processing plant is included as part of the operations of the West Texas complex.

Fort Union and Bison facilities.

In October 2020, the Partnership (i) sold its 14.81 % interest in Fort Union Gas Gathering, LLC (“Fort Union”), which was accounted for under the equity method of accounting, and (ii) entered into an option agreement to sell the Bison treating facility, located in Northeast Wyoming, to a third party.

During the second quarter of 2021, the third party exercised its option to purchase the Bison treating facility and the sale closed.

The Partnership received total proceeds of $ 8.0 million, $ 7.0 million in the fourth quarter of 2020 and $ 1.0 million when the sale closed in the second quarter of 2021, resulting in a net gain on sale of $ 5.4 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statements of operations.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

14 unchanged sentences

Cash Distribution Distribution

March 31 $ 0.315 $ 132,969 May 14, 2021 April 30, 2021

June 30 0.319 134,662 August 13, 2021 July 30, 2021

September 30 0.323 134,862 November 12, 2021 November 1, 2021

December 31 0.327 134,749 February 14, 2022 January 31, 2022

March 31 $ 0.500 $ 206,197 May 13, 2022 May 2, 2022

6 unchanged sentences

December 31 0.575 223,438 February 13, 2024 February 1, 2024

March 31 $ 0.875 $ 340,858 May 15, 2024 May 1, 2024

June 30 0.875 340,859 August 14, 2024 August 1, 2024

September 30 0.875 340,914 November 14, 2024 November 1, 2024

December 31 0.875 340,996 February 14, 2025 February 3, 2025

_________________________________________________________________________________________

1 unchanged sentence

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.

This Enhanced Distribution is subject to Board discretion, the establishment of cash reserves for the proper conduct of the Partnership’s business and is also contingent on the attainment of prior year-end net leverage thresholds (the ratio of total principal debt outstanding less total cash on hand as of the end of such period, as compared to 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 Part II, Item 7 of this Form 10-K.

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.

The Enhanced Distribution was discontinued in 2025 and will not be used in future periods to calculate the distribution of available cash.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

11 unchanged sentences

December 31 213,513 February 2023

March 31 $ 213,513 May 2022

$ 342,895 May 2023

June 30 226,260 August 2023

1 unchanged sentence

December 31 229,446 February 2024

$ 342,895 May 2023

March 31 $ 347,675 May 2024

June 30 347,675 August 2024

4 unchanged sentences

In addition to the distributions above, during the years ended December 31, 2023 and 2022, WES Operating made distributions of $ 130.1 million and $ 463.8 million, respectively, to the Partnership and WGRAH.

The Partnership used its portion of the distributions to repurchase common units.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership used its portion of the distribution to repurchase common units.

EQUITY AND PARTNERS’ CAPITAL

2 unchanged sentences

The public held 214,875,065 common units, representing a 55.2 % limited partner interest in the Partnership.

In March 2021, an affiliate of Occidental sold 11,500,000 of the Partnership’s common units it held through an underwritten offering, including 1,500,000 common units pursuant to the full exercise of the underwriters’ over - allotment option.

In August 2024, affiliates of Occidental sold 19.5 million of the Partnership’s common units it held through an underwritten offering.

The Partnership did not receive any proceeds from the public offering.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY AND PARTNERS’ CAPITAL

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 year ended December 31, 2023, the Partnership repurchased 5,387,322 common units, which includes 5,100,000 common units repurchased from Occidental, for an aggregate purchase price of $ 134.6 million.

During the year ended December 31, 2022, the Partnership repurchased 19,532,305 common units, which includes 10,000,000 common units repurchased from Occidental, on the open market for an aggregate purchase price of $ 487.6 million.

The units were canceled immediately upon receipt.

As of December 31, 2023, the Partnership had an authorized amount of $ 627.8 million remaining under the program.

In November 2020, the Board authorized the Partnership to buy back up to $ 250.0 million of the Partnership’s common units through December 31, 2021 (the “Purchase Program”).

The common units were purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

The Partnership repurchased 8,707,869 common units on the open market during the years ended December 31, 2021, for an aggregate purchase price of $ 167.2 million.

In addition, the Partnership repurchased 2,500,000 common units from Occidental during the year ended December 31, 2021, for an aggregate purchase price of $ 50.2 million.

The units were canceled by the Partnership immediately upon receipt.

As of December 31, 2021, the entire $ 250.0 million authorized program had been fulfilled.

During the year ended December 31, 2024, there were no common units repurchased.

During the year ended December 31, 2023, the Partnership repurchased 5,387,322 common units, which included 5.1 million common units repurchased from Occidental, for an aggregate purchase price of $ 134.6 million.

During the year ended December 31, 2022, the Partnership repurchased 19,532,305 common units, which included 10.0 million common units repurchased from Occidental, for an aggregate purchase price of $ 487.6 million.

The units were canceled immediately upon receipt.

The $1.25 billion Purchase Program expired as of December 31, 2024.

In February 2025, the Board authorized the Partnership to buy back up to $ 250.0 million of the Partnership’s common units through December 31, 2026 (the “2025 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.

Holdings of WES Operating equity.

4 unchanged sentences

Diluted net income (loss) per common unit includes the effect of outstanding units issued under the Partnership’s long-term incentive plans.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY AND PARTNERS’ CAPITAL

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

13 unchanged sentences

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

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

1 unchanged sentence

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

Consolidated statements of operations

Statements of operations

Year Ended December 31,

18 unchanged sentences

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

(3) Balances for the years ended December 31, 2022 and 2021, include equity - based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

The balance for the year ended December 31, 2021, also includes amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Note 6 ).

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

Consolidated balance sheets

(3) The year ended December 31, 2022, includes equity - based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

Balance sheets

thousands 2024 2023

13 unchanged sentences

(2) Includes contract liabilities from contracts with customers.

Consolidated statements of cash flows

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

Statements of cash flows

Year Ended December 31,

3 unchanged sentences

Capital expenditures — — ( 470 )

Proceeds from the sale of assets to related parties — 200 —

Contributions to equity investments – related parties ( 9,690 ) ( 1,153 ) ( 9,632 )

Distributions from equity investments in excess of cumulative earnings – related parties 30,850 39,104 63,897

Proceeds from the sale of assets to related parties — — 200

Distributions to Partnership unitholders (1)

6 unchanged sentences

_________________________________________________________________________________________

(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 ).

(3) Represents common units repurchased from Occidental (see Note 5).

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

(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 .

(3) Represents common units repurchased from Occidental.

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

Statements of operations

Year Ended December 31,

4 unchanged sentences

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

Balances for the years ended December 31, 2022 and 2021, include equity - based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

The balance for the year ended December 31, 2021, also includes amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Note 6 ).

Consolidated balance sheets

The year ended December 31, 2022, includes equity-based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

Balance sheets

thousands 2024 2023

6 unchanged sentences

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

Consolidated statements of cash flows

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

Statements of cash flows

Year Ended December 31,

4 unchanged sentences

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

Includes distributions made from WES Operating to the Partnership that were used by the Partnership to repurchase common units.

The years ended December 31, 2023 and 2022, include distributions made from WES Operating to the Partnership that were used to repurchase common units.

See Note 4 and Note 5.

7 unchanged sentences

Produced-water throughput attributable to production owned or controlled by Occidental was 78 %, 78 %, and 80 % for the years ended December 31, 2024, 2023, and 2022, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

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”), now 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, Mesquite performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko.

Further, in connection with the sale of its Uinta Basin assets in 2020, Kerr McGee Oil & Gas Onshore LP, a subsidiary of Occidental, retained the deficiency payment obligations under a gas processing agreement at the Chipeta plant.

This contingent payment obligation ended as of September 30, 2022.

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 and residue gas, and a majority of its NGLs, directly to third parties.

In October 2024, Kerr-McGee Oil and Gas Onshore LP (“KMOG”), a subsidiary of Occidental, and WES DJ Gathering LLC, a subsidiary of WES, executed an amendment (the “Amendment”) to the Gas Gathering Agreement, dated July 1, 2010, as amended (the “DJ Basin Gas Gathering Agreement”) to add four additional well pads under the agreement.

The Amendment also provides for (i) the potential extension of the DJ Gas Gathering Agreement following the primary term through an annual evergreen feature and (ii) a provision that has the effect of extending the primary term of the DJ Basin Gas Gathering Agreement by up to four additional years (through 2033), depending upon when KMOG meets the minimum-volume commitments associated with the newly added well pads.

Marketing Services.

Prior to January 1, 2021, Occidental provided marketing-related services to certain of the Partnership’s subsidiaries.

While the Partnership now markets and sells substantially all of its crude oil, residue gas, and NGLs directly to third parties, it does still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.

Operating leases.

Certain surface - use and salt - water disposal agreements between an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership are classified as operating leases (see Related-party commercial agreement below).

In addition, the Partnership has entered into operating leases for corporate and shared field offices with Occidental as the lessor.

Effective December 31, 2019, an affiliate of Occidental and a wholly owned subsidiary of the Partnership, the lessor, entered into an operating and maintenance agreement pursuant to which Occidental provided operational and maintenance services with respect to a crude - oil gathering system and associated treating facilities owned by the Partnership through December 31, 2021.

In April 2021, the Partnership exercised its option to terminate the operating and maintenance agreement with Occidental effective December 31, 2021.

See Note 14 .

In addition, the Partnership has operating leases for field offices with Occidental as the lessor.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

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.

Operation and maintenance expense includes amounts accrued for or paid to related parties for field - related costs, field offices, and easements (see Related-party commercial agreement below) supporting the Partnership’s operations at certain assets.

General and administrative expense includes amounts accrued for or paid to Occidental for certain reimbursed expenses pursuant to the 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.

See Marketing Services 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.

2 unchanged sentences

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.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

Incentive Plans.

General and administrative expense for the years ended December 31, 2022 and 2021, includes non - cash equity - based compensation expense allocated to the Partnership by Occidental for awards granted to the executive officers of the general partner and to other employees prior to their employment with the Partnership under (i) the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as amended and restated, (ii) Occidental’s 2015 Long - Term Incentive Plan, and (iii) Occidental’s Phantom Share Unit Award Plan (collectively referred to as the “Incentive Plans”).

General and administrative expense includes costs related to the Incentive Plans of $ 2.3 million and $ 10.1 million for the years ended December 31, 2022 and 2021, respectively.

These amounts are reflected as contributions to partners’ capital in the consolidated statements of equity and partners’ capital.

General and administrative expense for the year ended December 31, 2022 includes non - cash equity - based compensation expense allocated to the Partnership by Occidental for awards granted to the executive officers of the general partner and to other employees prior to their employment with the Partnership under (i) the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as amended and restated, (ii) Occidental’s 2015 Long - Term Incentive Plan, and (iii) Occidental’s Phantom Share Unit Award Plan (collectively referred to as the “Incentive Plans”).

General and administrative expense includes costs related to the Incentive Plans of $ 2.3 million for the year ended December 31, 2022.

This amount is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital.

Construction reimbursement agreements and purchases and sales with related parties .

14 unchanged sentences

The following tables present the financial statement impact of the Partnership’s equity investments:

thousands Balance at December 31, 2021 Other-than-temporary

thousands Balance at December 31, 2022 Equity

income, net Contributions Distributions Distributions

Acquisitions and Divestitures Balance at December 31, 2022

Balance at December 31, 2023

White Cliffs $ 16,095 $ 2,094 $ — $ ( 1,720 ) $ ( 3,221 ) $ 13,248

5 unchanged sentences

Whitethorn LLC 146,595 ( 6,870 ) 132 6,398 ( 1,456 ) 144,799

Cactus II 171,294 — 11,696 — ( 11,835 ) ( 18,085 ) ( 153,070 ) —

Saddlehorn 104,191 24,003 — ( 23,545 ) ( 2,889 ) 101,760

1 unchanged sentence

Mi Vida 48,862 9,135 — ( 8,215 ) ( 4,358 ) 45,424

Ranch Westex 979 — 3,392 — ( 3,392 ) ( 8,376 ) 7,397 —

Red Bluff Express 108,959 14,324 321 ( 14,324 ) ( 2,358 ) 106,922

1 unchanged sentence

_________________________________________________________________________________________

(1) Recorded in Long-lived asset and other impairments in the consolidated statements of operations.

(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.

1 unchanged sentence

income, net Contributions Distributions Distributions

Acquisitions and Divestitures (2)

Balance at December 31, 2024

13 unchanged sentences

(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.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

4 unchanged sentences

This investment was impaired to its estimated fair value of $ 16.1 million, using the income approach and Level-3 fair value inputs, due to a reduction in estimated future cash flows resulting from lower forecasted producer throughput.

The investment balance in Rendezvous at December 31, 2023, includes $ 20.6 million for the purchase price allocated to the investment in Rendezvous in excess of the historic cost basis of Western Gas Resources, Inc.

The investment balance in Rendezvous at December 31, 2024, includes $ 17.4 million for the purchase price allocated to the investment in Rendezvous in excess of the historical cost basis of Western Gas Resources, Inc.

(“WGRI”), the entity that previously owned the interest in Rendezvous, which Anadarko acquired in August 2006.

This excess balance is attributable to the difference between the fair value and book value of such gathering and treating facilities (at the time WGRI was acquired by Anadarko) and will be amortized to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of those facilities.

The investment balance in Whitethorn LLC at December 31, 2023, is $ 32.8 million less than the Partnership’s underlying equity in Whitethorn LLC’s net assets, primarily due to terms of the acquisition agreement which provided the Partnership a share of pre-acquisition operating cash flow.

This difference will be accreted to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of Whitethorn.

The investment balance in Saddlehorn at December 31, 2023, was $ 17.1 million less than the Partnership’s underlying equity in Saddlehorn’s net assets, primarily due to income from an expansion project that was funded by Saddlehorn’s other owners being disproportionately allocated to the Partnership beginning in the second quarter of 2020.

This difference will be accreted to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of the Saddlehorn pipeline.

In November 2022, the Partnership sold its 15.00 % interest in Cactus II to two third parties.

In September 2022, the Partnership acquired the remaining 50 % interest in Ranch Westex from a third party.

Subsequent to the acquisition, the Partnership is the sole owner and operator of the asset and Ranch Westex is no longer accounted for under the equity method of accounting.

Management evaluates its equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value that is other than temporary.

2 unchanged sentences

If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss in the consolidated statements of operations.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY INVESTMENTS

The following tables present the summarized combined financial information for equity investments (amounts represent 100% of investee financial information):

13 unchanged sentences

Total liabilities and equity $ 2,364,579 $ 4,467,908

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership is not a taxable entity for U.S.

2 unchanged sentences

However, income apportionable to Texas is subject to Texas margin tax.

For the year ended December 31, 2024, the variance from the federal statutory rate was primarily impacted by a state margin tax rate increase associated with no longer being included in Occidental’s affiliated group tax return beginning in September 2024 due to Occidental’s sale of 19.5 million of the Partnership’s common units in August 2024 and the resulting decrease in ownership, inclusive of its ownership in WES Operating.

For the years ended December 31, 2023 and 2022, the variance from the federal statutory rate was primarily due to the Texas margin tax liability.

For the year ended December 31, 2021, the variance from the federal statutory rate was primarily impacted by a state margin rate reduction associated with Occidental’s settlement of state audit matters and the Texas margin tax liability.

The components of income tax expense (benefit) are as follows:

4 unchanged sentences

Total income tax expense (benefit) $ 18,111 $ 4,385 $ 4,187

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total income taxes differed from the amounts computed by applying the statutory income tax rate to income (loss) before income taxes.

7 unchanged sentences

Texas margin tax expense (benefit) 18,111 4,385 4,187

4,385 4,187 ( 9,807 )

Income tax expense (benefit) $ 18,111 $ 4,385 $ 4,187

Effective tax rate 1 % — % — %

_________________________________________________________________________________________

(1) Includes a tax benefit of $ 12.5 million for the year ended December 31, 2021, related to a reduced Texas margin tax rate resulting from Occidental’s settlement of state audit matters.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are as follows:

24 unchanged sentences

“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.

“Other” property, plant, and equipment primarily represents asset retirement costs, measurement equipment, capitalized interest, electrical distribution equipment, and computer software and equipment.

Long-lived asset impairments.

During the year ended December 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.

During the year ended December 31, 2023, the Partnership recognized a long-lived asset impairment of $ 52.1 million for assets located in the Rocky Mountains 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.

1 unchanged sentence

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.

During the year ended December 31, 2021, the Partnership recognized a long-lived asset impairment of $ 14.2 million at the DJ Basin complex due to cancellation of projects.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

49 unchanged sentences

Accrued payroll and benefits 66,563 55,237 — 2,243

Short-term lease liabilities

58,897 11,259 58,897 11,259

Other 39,518 38,269 25,272 32,152

12 unchanged sentences

Carrying amount of asset retirement obligations at end of year $ 383,025 $ 366,791

Liabilities incurred for the year ended December 31, 2024, primarily related to expansion activity in West Texas.

Revisions in estimated liabilities for the year ended December 31, 2024, primarily related to a decrease in expected settlement costs for certain assets in the Rocky Mountains.

Liabilities incurred for the year ended December 31, 2023, primarily related to the acquisition of Meritage and expansion activity in West Texas.

Revisions in estimated liabilities for the year ended December 31, 2023, primarily related to an increase in expected settlement costs across all areas of operations.

Revisions in estimated liabilities for the year ended December 31, 2022, primarily related to a reduction in expected settlement costs at the West Texas and Brasada complexes, as well as the DBM oil and DBM water systems, partially offset by an increase in expected settlement costs at the Red Desert, Granger, and DJ Basin complexes, and at the Hilight system.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

7 unchanged sentences

Short - term debt

Floating - Rate Senior Notes due 2023

$ — $ — $ — $ 213,138 $ 213,121 $ 214,823

Commercial paper $ — $ — $ — $ 613,885 $ 610,312 $ 610,312

3.100 % Senior Notes due 2025

663,831 663,727 662,457 — — —

3.950 % Senior Notes due 2025

336,758 336,349 335,209 — — —

Finance lease liabilities 10,956 10,956 10,956 7,436 7,436 7,436

26 unchanged sentences

350,000 343,051 304,003 350,000 342,913 312,365

RCF — — — 375,000 375,000 375,000

5.250 % Senior Notes due 2050

1,000,000 984,494 857,260 1,000,000 984,206 895,440

Finance lease liabilities 23,329 23,329 23,329 28,668 28,668 28,668

11 unchanged sentences

RCF borrowings 1,120,000

Commercial paper borrowings (1)

Repayments of RCF borrowings ( 1,495,000 )

Issuance of 6.350 % Senior Notes due 2029

Issuance of 6.150 % Senior Notes due 2033

Repayment of Floating-Rate Senior Notes due 2023 ( 213,138 )

Repayment of 3.100 % Senior Notes due 2025

Repayment of 3.950 % Senior Notes due 2025

Repayment of 4.650 % Senior Notes due 2026

Repayment of 4.500 % Senior Notes due 2028

Repayment of 4.750 % Senior Notes due 2028

Repayment of 4.050 % Senior Notes due 2030

Finance lease liabilities 29,285

Other ( 8,829 )

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

RCF borrowings 1,120,000

Commercial paper borrowings (1)

Repayments of RCF borrowings ( 1,495,000 )

Issuance of 6.350 % Senior Notes due 2029

Commercial paper borrowings (repayments), net (1)

Issuance of 5.450 % Senior Notes due 2034

Repayment of Floating-Rate Senior Notes due 2023 ( 213,138 )

Repayment of 3.100 % Senior Notes due 2025

8 unchanged sentences

________________________________________________________________________________________

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

(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 December 31, 2023, and were 3.790 %, 4.671 %, and 5.869 %, respectively, at December 31, 2022.

WES Operating issued the Fixed - Rate 3.100 % Senior Notes due 2025, 4.050 % Senior Notes due 2030, and 5.250 % Senior Notes due 2050 and the Floating - Rate Senior Notes due 2023 in January 2020.

The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.

During the third quarter of 2024, WES Operating completed the public offering of $ 800.0 million in aggregate principal amount of 5.450 % Senior Notes due 2034.

Interest is payable semi-annually on January 15th and July 15th of each year, with the initial interest payment being due on January 15, 2024.

Interest is payable semi-annually on May 15th and November 15th of each year, with the initial interest payment due May 15, 2025.

Net proceeds from the offering will be used to repay a portion of the maturing 3.100 % Senior Notes due 2025 and 3.950 % Senior Notes due 2025 and for general partnership purposes, including the funding of capital expenditures.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

During the year ended December 31, 2024, WES Operating purchased and retired $ 150.0 million of certain of its senior notes via open-market repurchases with cash from operations (see Debt activity above) and a gain of $ 5.4 million was recognized for the early retirement of portions of these notes.

As of December 31, 2024, the 3.100 % Senior Notes due 2025 and 3.950 % Senior Notes due 2025 were classified as short-term debt on the consolidated balance sheet.

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.

Interest is payable semi-annually on April 1st and October 1st of each year, with the initial interest payment being due on October 1, 2023.

Net proceeds from the offering were used to repay borrowings under the RCF and for general partnership purposes.

During the year ended December 31, 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 (see Debt activity above).

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.

For the year ended December 31, 2023, a gain of $ 15.4 million was recognized for the early retirement of portions of these notes.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

During the second quarter of 2022, WES Operating (i) redeemed the total principal amount outstanding of the 4.000 % Senior Notes due 2022 at par value and (ii) purchased and retired $ 1.4 million of the 3.100 % Senior Notes due 2025 via open-market repurchases.

Subsequent to December 31, 2024, WES Operating retired the 3.100 % Senior Notes due 2025 on the maturity date of February 3, 2025.

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

Revolving credit facility.

In May 2024, WES Operating entered into an amendment to the RCF to exercise an option to extend the maturity date of the RCF from April 2028 to April 2029, for each extending lender.

The non - extending lender’s commitments mature in April 2028 and represent $ 120.0 million out of $ 2.0 billion of total commitments from all lenders.

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.

4 unchanged sentences

As a result of certain covenants contained in the RCF, our capacity to borrow under the RCF may be limited.

As of December 31, 2023, there were no outstanding borrowings and $ 5.1 million of outstanding letters of credit, resulting in $ 1.4 billion in effective borrowing capacity, after taking into account the $ 613.9 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 December 31, 2024, there were no outstanding borrowings and no outstanding letters of credit, resulting in $ 2.0 billion in effective borrowing capacity under the RCF.

Any outstanding commercial paper borrowings (see below) reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program.

As of December 31, 2024 and 2023, the interest rate on any outstanding RCF borrowings was 5.63 % and 6.65 %, respectively.

The facility - fee rate was 0.20 % and 0.25 % at December 31, 2023 and 2022, respectively.

The facility - fee rate was 0.20 % at December 31, 2024 and 2023.

As of December 31, 2024, WES Operating was in compliance with all covenants under the RCF.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

Commercial paper program.

2 unchanged sentences

The maturities of the notes may vary, but may not exceed 397 days.

As of December 31, 2023, there were $ 613.9 million aggregate principal amount of short-term notes outstanding under the commercial paper program at a weighted-average interest rate of 6.23 % and weighted-average maturity of 34 days.

As of December 31, 2024, there were no outstanding borrowings under the commercial paper program.

Interest expense.

8 unchanged sentences

Interest expense $ ( 378,513 ) $ ( 348,228 ) $ ( 333,939 )

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership has entered into operating leases for corporate offices, shared field offices, easements, and equipment supporting the Partnership’s operations, with both Occidental and third parties as lessors.

The Partnership has also entered into finance leases with third parties for equipment, vehicles, and an NGL pipeline in Wyoming.

The Partnership has entered into operating leases for equipment supporting the Partnership’s operations, corporate offices, field offices, and easements, with both Occidental and third parties as lessors.

The Partnership has also entered into finance leases with third parties for equipment, vehicles, and an NGLs pipeline in Wyoming.

The following table summarizes information related to the Partnership’s leases:

thousands except lease term and discount rate Operating Leases Finance Leases Operating Leases Finance Leases

thousands except lease terms and discount rates

Operating Leases Finance Leases Operating Leases Finance Leases

Other assets $ 219,500 $ — $ 84,279 $ —

13 unchanged sentences

Includes additions to ROU assets and lease liabilities of $ 4.3 million and $ 32.6 million related to finance leases for the years ended December 31, 2024 and 2023, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Partnership’s lease cost:

9 unchanged sentences

Total lease cost $ 89,116 $ 71,989 $ 64,630

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes cash paid for amounts included in the measurement of lease liabilities:

15 unchanged sentences

Total lease liabilities $ 202,698 $ 34,285

The agreement and underlying contracts included (i) fixed consideration measured as the minimum - volume commitment for both gathering and treating, and (ii) variable consideration, which consisted of all volumes above the minimum - volume commitment.

For the year ended December 31, 2021, the Partnership recognized fixed-lease revenue of $ 175.8 million and variable-lease revenue of $ 3.5 million related to these agreements, with such amounts included in Service revenues – fee based in the consolidated statements of operations.

In December 2021, one of the Partnership’s processing agreements was amended.

The amended contract was determined to be a lease agreement;

however, the Partnership elected the practical expedient to combine the lease and the non-lease components, which consists of processing and stabilization services, into a single service component and will account for the contract under Revenue from Contracts with Customers (Topic 606) .

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

7 unchanged sentences

Common units withheld from an award or surrendered by a participant to satisfy tax withholding obligations or to satisfy the payment of any exercise price with respect to an award will not be considered to be common units delivered under the 2021 LTIP for purposes of the 2021 LTIP Limit.

If any award is forfeited, cancelled, exercised, settled in cash, or otherwise terminates or expires without the actual delivery of common units, the common units subject to such award will again be available for awards under the 2021 LTIP.

If any award is forfeited, canceled, exercised, settled in cash, or otherwise terminates or expires without the actual delivery of common units, the common units subject to such award will again be available for awards under the 2021 LTIP.

The 2021 LTIP provides for the grant of unit options, unit appreciation rights, restricted units, phantom units, other unit - based awards, cash awards, and a unit award or a substitute award to employees and directors of the Partnership and its general partner.

60 unchanged sentences

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, and DBM oil system.

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, Powder River Basin complex, DBM water systems, DJ Basin complex, and DBM oil system.

REPORTABLE SEGMENT

Segment overview.

The Partnership’s chief operating decision maker (“CODM”) is the Partnership’s President and Chief Executive Officer who assesses performance and allocates resources on a consolidated basis due to the similar nature of services provided to our customers across the Partnership’s domestic asset portfolio.

The CODM does not assess performance and allocate resources separately for Western Midstream Operating, LP.

Accordingly, the Partnership has a single operating and reportable segment, all the assets of which are in the United States and gather, compress, treat, process, and transport natural gas;

gather, stabilize, and transport condensate, NGLs, and crude oil;

and gather and dispose of produced water.

See Revenue and cost of product in Note 1 .

Performance measures.

Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) is used as the performance measure by the Partnership’s CODM in assessing performance and allocating resources to the Partnership’s single operating and reportable segment.

Net income (loss) is the most comparable GAAP metric to the performance metric of non-GAAP Adjusted EBITDA.

The Partnership defines 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.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENTS

On February 21, 2024, the Partnership announced its entry into definitive agreements for the divestment of the following assets:

(i) the 33.75 % interest in the Marcellus Interest systems, (ii) the 15.00 % interest in Panola Pipeline Company, LLC (“Panola”), (iii) the 25.00 % interest in Enterprise EF78 LLC (the “Mont Belvieu JV”), (iv) the 20.00 % interest in Whitethorn Pipeline Company LLC (“Whitethorn LLC”), and (v) the 20.00 % interest in Saddlehorn Pipeline Company LLC (“Saddlehorn”).

As disclosed in Note 1—Summary of Significant Accounting Policies and Basis of Presentation within this Form 10-K, the interest in the Marcellus Interest systems is proportionately consolidated, while the interests in Panola, the Mont Belvieu JV, Whitethorn LLC, and Saddlehorn are accounted for under the equity method of accounting.

The sale of the interests in the Mont Belvieu JV and Whitethorn LLC on February 16, 2024, also resolved outstanding legal proceedings associated with those assets.

The sale of the Marcellus Interest systems, Panola, and Saddlehorn are expected to close in the first or second quarters of 2024, subject to customary closing conditions.

The divestments are expected to result in combined proceeds of $ 790.0 million for an estimated aggregate net gain on sale of approximately $ 300.0 million.

The proceeds payable under each transaction will be subject to customary adjustments calculated at closing.

REPORTABLE SEGMENT

Adjusted EBITDA is a non-GAAP financial measure that the CODM utilizes to assess (i) the Partnership’s operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis, (ii) the ability of the Partnership’s assets to generate cash flow to make distributions, and (iii) the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

The Partnership’s calculation of Adjusted EBITDA may or may not be comparable to similarly titled measures used by others.

Summarized financial information.

The following table presents information about the Partnership’s single operating and reportable segment including (i) total revenues and other, (ii) significant expenses, and (iii) other segment items:

Year Ended December 31,

thousands 2024 2023 2022

Revenues from external customers (1)

$ 3,604,138 3,105,508 $ 3,250,768

Other revenues

1,085 968 953

Total revenues and other

3,605,223 3,106,476 3,251,721

Equity income, net – related parties 112,385 152,959 183,483

Less significant expenses:

Operation and maintenance 880,568 762,530 654,566

Cash general and administrative costs (3)

230,103 198,639 165,203

Less other segment items:

Depreciation and amortization 650,428 600,668 582,365

Interest expense 378,513 348,228 333,939

Other (income) expense, net (4)

( 31,741 ) ( 5,679 ) ( 1,603 )

Income tax expense (benefit)

18,111 4,385 4,187

( 19,626 ) 302,657 445,091

Net income (loss) $ 1,611,252 $ 1,048,007 $ 1,251,456

_________________________________________________________________________________________

(1) Includes Service revenue - fee based, Service revenue - product based, and Product sales.

(2) The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(3) General and administrative expense as presented in the consolidated statements of operations less non - cash equity - based compensation expense and non-cash amortization of cloud-computing arrangements.

(4) Includes interest income earned on cash and cash equivalent balances.

(5) Other includes:

(i) Cost of product, (ii) Non-cash equity-based compensation expense, (iii) non-cash amortization of cloud-computing arrangements, (iv) Property and other taxes, (v) Long - lived asset and other impairments, (vi) Gain (loss) on divestiture and other, net, and (vii) Gain (loss) on early extinguishment of debt.

The CODM uses consolidated total assets as the measure of the Partnership’s single reportable segment assets.

As of December 31, 2024 and 2023, the consolidated balance sheets included $ 13.1 billion and $ 12.5 billion, respectively, of total assets, which includes $ 541.4 million and $ 904.5 million of assets related to equity investments as of December 31, 2024 and 2023, respectively.

Capital expenditures for additions to long-lived assets were $ 833.9 million, $ 735.1 million, and $ 487.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data