Western Midstream Partners, LP 10-K

Item 8. Financial Statements INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Management’s Assessment of Internal Control Over Financial Reporting 83 Western Midstream Partners, LP 84 Reports of Independent Registered Public Accounting Firm 84 Financial Statements 88 Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 , and 20 2 2 88 Consolidated Balance Sheets as of December 31, 202 4 and 20 23 89 Consolidated Statements of Equity and Partners’ Capital for the years ended December 31, 202 4 , 202 3 , and 20 2 2 90 Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 , and 20 2 2 91 Western Midstream Operating, LP 92 Report of Independent Registered Public Accounting Firm 92 Financial Statements 94 Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 , and 202 2 94 Consolidated Balance Sheets as of December 31, 202 4 and 202 3 95 Consolidated Statements of Equity and Partners’ Capital for the years ended December 31, 202 4 , 202 3 , and 20 2 2 96 Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 , and 20 2 2 97 Notes to Consolidated Financial Statements 98 Note 1. Summary of Significant Accounting Policies and Basis of Presentation 98 Note 2. Revenue from Contracts with Customers 107 Note 3. Acquisitions and Divestitures 109 Note 4. Partnership Distributions 112 Note 5. Equity and Partners’ Capital 113 Note 6. Related-Party Transactions 115 Note 7. Equity Investments 119 Note 8. Income Taxes 121 Note 9. Property, Plant, and Equipment 122 Note 10. Goodwill and Other Intangibles 123 Note 11. Selected Components of Working Capital 124 Note 12. Asset Retirement Obligations 125 Note 13. Debt and Interest Expense 126 Note 14. Leases 129 Note 15. Equity-Based Compensation 131 Note 16. Commitments and Contingencies 133 Note 17. Reportable Segment 133 82 Table of Contents MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership’s and WES Operating’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Partnership’s and WES Operating’s internal control over financial reporting as of December 31, 2024. This assessment was based on criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment using the COSO criteria, we concluded the Partnership’s and WES Operating’s internal control over financial reporting was effective as of December 31, 2024. 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/ Oscar K. Brown Oscar K. Brown President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) /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 /s/ Oscar K. Brown Oscar K. Brown President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) /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) February 26, 2025 83 Table of Contents WESTERN MIDSTREAM PARTNERS, LP Report of Independent Registered Public Accounting Firm To the Board of Directors of Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) and Unitholders Western Midstream Partners, LP: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Western Midstream Partners, LP and subsidiaries (the Partnership) as of December 31, 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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2025 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of potential impairment indicators for long-lived assets As discussed in Notes 1, 9, and 10 to the consolidated financial statements, the Partnership assesses property, plant, and equipment together with any associated materials and supplies inventory and intangible assets (collectively, long-lived assets) for impairment when events or changes in circumstances indicate their carrying values may not 84 Table of Contents be recoverable. Impairments exist when the carrying value of a long-lived asset exceeds the total estimated undiscounted net cash flows from the future use and eventual disposition of the asset. We identified the evaluation of potential impairment indicators for long-lived assets as a critical audit matter. Evaluating the Partnership’s judgments in determining whether events or changes in circumstances indicate carrying values may not be recoverable required a higher degree of subjective auditor judgment. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Partnership’s long-lived asset impairment process. This included controls related to the identification and assessment of qualitative impairment indicators of long-lived assets and the underlying quantitative data used to perform the analysis. We assessed the Partnership’s identification of long-lived assets for potential impairment indicators by evaluating the Partnership’s assessment of the factors considered. Specifically, we: • evaluated overall macro-economic conditions and commodity price trends; • analyzed the financial results for long-lived assets to identify significant degradations in the related cash flows; • compared the remaining useful lives of the long-lived assets to the period of time required to recover the carrying value of the assets based on current cash flows; and • examined external information on certain of the Partnership’s customers’ drilling plans and performed sensitivity analysis to determine the impact significant declines in volumes could have on the recoverability of the related long-lived assets. /s/ KPMG LLP We have served as the Partnership’s auditor since 2012. Houston, Texas February 26, 2025 85 Table of Contents WESTERN MIDSTREAM PARTNERS, LP Report of Independent Registered Public Accounting Firm To the Board of Directors of Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) and Unitholders Western Midstream Partners, LP: Opinion on Internal Control Over Financial Reporting We have audited Western Midstream Partners, LP and subsidiaries’ (the Partnership) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 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. Basis for Opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 86 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Houston, Texas February 26, 2025 87 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, thousands except per-unit amounts 2024 2023 2022 Revenues and other Service revenues – fee based $ 3,248,262 $ 2,768,757 $ 2,602,053 Service revenues – product based 215,776 191,727 249,692 Product sales 140,100 145,024 399,023 Other 1,085 968 953 Total revenues and other (1) 3,605,223 3,106,476 3,251,721 Equity income, net – related parties 112,385 152,959 183,483 Operating expenses Cost of product 172,251 164,598 420,900 Operation and maintenance 880,568 762,530 654,566 General and administrative 271,526 232,632 194,017 Property and other taxes 62,668 56,458 78,559 Depreciation and amortization 650,428 600,668 582,365 Long - lived asset and other impairments (2) 6,206 52,884 20,585 Total operating expenses (3) 2,043,647 1,869,770 1,950,992 Gain (loss) on divestiture and other, net 296,771 ( 10,102 ) 103,676 Operating income (loss) 1,970,732 1,379,563 1,587,888 Interest expense ( 378,513 ) ( 348,228 ) ( 333,939 ) Gain (loss) on early extinguishment of debt 5,403 15,378 91 Other income (expense), net 31,741 5,679 1,603 Income (loss) before income taxes 1,629,363 1,052,392 1,255,643 Income tax expense (benefit) 18,111 4,385 4,187 Net income (loss) 1,611,252 1,048,007 1,251,456 Net income (loss) attributable to noncontrolling interests 37,681 25,791 34,353 Net income (loss) attributable to Western Midstream Partners, LP $ 1,573,571 $ 1,022,216 $ 1,217,103 Limited partners’ interest in net income (loss): Net income (loss) attributable to Western Midstream Partners, LP $ 1,573,571 $ 1,022,216 $ 1,217,103 General partner interest in net (income) loss ( 36,604 ) ( 23,684 ) ( 27,541 ) Limited partners’ interest in net income (loss) (4) 1,536,967 998,532 1,189,562 Net income (loss) per common unit – basic (4) $ 4.04 $ 2.61 $ 3.01 Net income (loss) per common unit – diluted (4) $ 4.02 $ 2.60 $ 3.00 Weighted - average common units outstanding – basic (4) 380,397 383,028 394,951 Weighted - average common units outstanding – diluted (4) 382,455 384,408 396,236 _________________________________________________________________________________________ (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. See Note 6 . (2) See Note 7 and Note 9 . (3) Total operating expenses includes related - party amounts of $( 56.5 ) million, $( 68.0 ) million, and $( 18.0 ) million for the years ended December 31, 2024, 2023, and 2022, respectively, all primarily related to changes in imbalance positions. See Note 6 . (4) See Note 5. See accompanying Notes to Consolidated Financial Statements. 88 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED BALANCE SHEETS December 31, thousands except number of units 2024 2023 ASSETS Current assets Cash and cash equivalents $ 1,090,464 $ 272,787 Accounts receivable, net 701,838 666,637 Other current assets 54,888 52,986 Total current assets 1,847,190 992,410 Property, plant, and equipment Cost 15,509,910 14,945,431 Less accumulated depreciation 5,795,301 5,290,415 Net property, plant, and equipment 9,714,609 9,655,016 Goodwill 4,783 4,783 Other intangible assets 649,740 681,408 Equity investments 541,435 904,535 Other assets (1) 387,028 233,455 Total assets (2) $ 13,144,785 $ 12,471,607 LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL Current liabilities Accounts and imbalance payables $ 312,945 $ 362,451 Short - term debt 1,011,032 617,748 Accrued ad valorem taxes 38,319 61,285 Accrued liabilities 329,398 262,572 Total current liabilities 1,691,694 1,304,056 Long-term liabilities Long - term debt 6,926,647 7,283,556 Deferred income taxes 29,679 15,468 Asset retirement obligations 370,195 359,185 Other liabilities 751,400 480,212 Total long - term liabilities 8,077,921 8,138,421 Total liabilities (3) 9,769,615 9,442,477 Equity and partners’ capital Common units ( 380,556,643 and 379,519,983 units issued and outstanding at December 31, 2024 and 2023, respectively) 3,224,802 2,894,231 General partner units ( 9,060,641 units issued and outstanding at December 31, 2024 and 2023) 10,803 3,193 Total partners’ capital 3,235,605 2,897,424 Noncontrolling interests 139,565 131,706 Total equity and partners’ capital 3,375,170 3,029,130 Total liabilities, equity, and partners’ capital $ 13,144,785 $ 12,471,607 ________________________________________________________________________________________ (1) Other assets includes $ 5.5 million and $ 5.7 million of NGLs line - fill inventory as of December 31, 2024 and 2023, respectively. 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 $ 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. See Note 6 . (3) Total liabilities includes related - party amounts of $ 529.7 million and $ 378.8 million as of December 31, 2024 and 2023, respectively. See Note 6 . See accompanying Notes to Consolidated Financial Statements. 89 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL Partners’ Capital thousands Common Units General Partner Units Noncontrolling Interests Total Balance at December 31, 2021 $ 2,966,955 $ ( 8,882 ) $ 137,687 $ 3,095,760 Net income (loss) 1,189,562 27,541 34,353 1,251,456 Distributions to Chipeta noncontrolling interest owner — — ( 10,736 ) ( 10,736 ) Distributions to noncontrolling interest owner of WES Operating — — ( 24,898 ) ( 24,898 ) Distributions to Partnership unitholders ( 719,201 ) ( 16,554 ) — ( 735,755 ) Unit repurchases (1) ( 487,590 ) — — ( 487,590 ) Contributions of equity - based compensation from Occidental 2,277 — — 2,277 Equity - based compensation expense 25,506 — — 25,506 Net contributions from (distributions to) related parties 1,423 — — 1,423 Other ( 9,328 ) — — ( 9,328 ) Balance at December 31, 2022 $ 2,969,604 $ 2,105 $ 136,406 $ 3,108,115 Net income (loss) 998,532 23,684 25,791 1,048,007 Distributions to Chipeta noncontrolling interest owner — — ( 7,641 ) ( 7,641 ) Distributions to noncontrolling interest owner of WES Operating — — ( 22,850 ) ( 22,850 ) Distributions to Partnership unitholders ( 955,834 ) ( 22,596 ) — ( 978,430 ) Unit repurchases (1) ( 134,602 ) — — ( 134,602 ) Equity - based compensation expense 32,005 — — 32,005 Other ( 15,474 ) — — ( 15,474 ) Balance at December 31, 2023 $ 2,894,231 $ 3,193 $ 131,706 $ 3,029,130 Net income (loss) 1,536,967 36,604 37,681 1,611,252 Distributions to Chipeta noncontrolling interest owner — — ( 4,372 ) ( 4,372 ) Distributions to noncontrolling interest owner of WES Operating — — ( 25,450 ) ( 25,450 ) Distributions to Partnership unitholders ( 1,217,075 ) ( 28,994 ) — ( 1,246,069 ) Equity - based compensation expense 37,994 — — 37,994 Other ( 27,315 ) — — ( 27,315 ) Balance at December 31, 2024 $ 3,224,802 $ 10,803 $ 139,565 $ 3,375,170 _________________________________________________________________________________________ (1) See Note 5 and Note 6 . See accompanying Notes to Consolidated Financial Statements. 90 Table of Contents WESTERN MIDSTREAM PARTNERS, LP CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, thousands 2024 2023 2022 Cash flows from operating activities Net income (loss) $ 1,611,252 $ 1,048,007 $ 1,251,456 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 650,428 600,668 582,365 Long - lived asset and other impairments 6,206 52,884 20,585 Non - cash equity - based compensation expense 37,994 32,005 27,783 Deferred income taxes 14,211 1,044 1,999 Accretion and amortization of long - term obligations, net 9,238 8,151 7,142 Equity income, net – related parties ( 112,385 ) ( 152,959 ) ( 183,483 ) Distributions from equity - investment earnings – related parties 111,386 155,169 186,153 (Gain) loss on divestiture and other, net ( 296,771 ) 10,102 ( 103,676 ) (Gain) loss on early extinguishment of debt ( 5,403 ) ( 15,378 ) ( 91 ) Other 248 442 510 Changes in assets and liabilities: (Increase) decrease in accounts receivable, net ( 42,798 ) ( 78,346 ) ( 116,296 ) Increase (decrease) in accounts and imbalance payables and accrued liabilities, net ( 21,935 ) ( 68,019 ) ( 7,812 ) Change in other items, net 175,189 67,564 34,791 Net cash provided by operating activities 2,136,860 1,661,334 1,701,426 Cash flows from investing activities Capital expenditures (1) ( 833,856 ) ( 735,080 ) ( 487,228 ) Acquisitions from third parties ( 443 ) ( 877,746 ) ( 40,127 ) 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 Proceeds from the sale of assets to third parties 792,255 ( 87 ) 264,121 (Increase) decrease in materials and supplies inventory and other ( 18,284 ) ( 32,329 ) ( 9,468 ) Net cash provided by (used in) investing activities ( 39,168 ) ( 1,607,291 ) ( 218,237 ) Cash flows from financing activities Borrowings, net of debt issuance costs 789,044 2,448,733 1,389,010 Repayments of debt ( 143,852 ) ( 1,967,928 ) ( 1,518,548 ) Commercial paper borrowings (repayments), net ( 610,313 ) 609,916 — Increase (decrease) in outstanding checks ( 5,622 ) 3,516 2,206 Distributions to Partnership unitholders (1) ( 1,246,069 ) ( 978,430 ) ( 735,755 ) Distributions to Chipeta noncontrolling interest owner ( 4,372 ) ( 7,641 ) ( 10,736 ) Distributions to noncontrolling interest owner of WES Operating ( 25,450 ) ( 22,850 ) ( 24,898 ) Net contributions from (distributions to) related parties — — 1,423 Unit repurchases (1) — ( 134,602 ) ( 487,590 ) Other ( 33,381 ) ( 18,626 ) ( 13,644 ) Net cash provided by (used in) financing activities ( 1,280,015 ) ( 67,912 ) ( 1,398,532 ) Net increase (decrease) in cash and cash equivalents 817,677 ( 13,869 ) 84,657 Cash and cash equivalents at beginning of period 272,787 286,656 201,999 Cash and cash equivalents at end of period $ 1,090,464 $ 272,787 $ 286,656 Supplemental disclosures Interest paid, net of capitalized interest $ 360,847 $ 326,948 $ 355,363 Income taxes paid (reimbursements received) 2,225 4,131 912 Accrued capital expenditures 64,084 99,610 82,353 _________________________________________________________________________________________ (1) Includes related-party amounts. See Note 6 . See accompanying Notes to Consolidated Financial Statements. 91 Table of Contents WESTERN MIDSTREAM OPERATING, LP Report of Independent Registered Public Accounting Firm To the Board of Directors of Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) Western Midstream Operating, LP: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Western Midstream Operating, LP and subsidiaries (WES Operating) as of December 31, 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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of WES Operating as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of WES Operating’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to WES Operating in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. WES Operating is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of WES Operating’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of potential impairment indicators for long-lived assets As discussed in Notes 1, 9, and 10 to the consolidated financial statements, WES Operating assesses property, plant, and equipment together with any associated materials and supplies inventory and intangible assets (collectively, long-lived assets) for impairment when events or changes in circumstances indicate their carrying 92 Table of Contents values may not be recoverable. Impairments exist when the carrying value of a long-lived asset exceeds the total estimated undiscounted net cash flows from the future use and eventual disposition of the asset. We identified the evaluation of potential impairment indicators for long-lived assets as a critical audit matter. Evaluating WES Operating’s judgments in determining whether events or changes in circumstances indicate carrying values may not be recoverable required a higher degree of subjective auditor judgment. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to WES Operating’s long-lived asset impairment process. This included controls related to the identification and assessment of qualitative impairment indicators of long-lived assets and the underlying quantitative data used to perform the analysis. We assessed WES Operating’s identification of long-lived assets for potential impairment indicators by evaluating WES Operating’s assessment of the factors considered. Specifically, we: • evaluated overall macro-economic conditions and commodity price trends; • analyzed the financial results for long-lived assets to identify significant degradations in the related cash flows; • compared the remaining useful lives of the long-lived assets to the period of time required to recover the carrying value of the assets based on current cash flows; and • examined external information on certain of WES Operating’s customers’ drilling plans and performed sensitivity analysis to determine the impact significant declines in volumes could have on the recoverability of the related long-lived assets. /s/ KPMG LLP We have served as WES Operating’s auditor since 2007. Houston, Texas February 26, 2025 93 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, thousands 2024 2023 2022 Revenues and other Service revenues – fee based $ 3,248,262 $ 2,768,757 $ 2,602,053 Service revenues – product based 215,776 191,727 249,692 Product sales 140,100 145,024 399,023 Other 1,085 968 953 Total revenues and other (1) 3,605,223 3,106,476 3,251,721 Equity income, net – related parties 112,385 152,959 183,483 Operating expenses Cost of product 172,251 164,598 420,900 Operation and maintenance 880,568 762,530 654,566 General and administrative 269,651 229,689 191,361 Property and other taxes 62,668 56,458 78,559 Depreciation and amortization 650,428 600,668 582,365 Long - lived asset and other impairments (2) 6,206 52,884 20,585 Total operating expenses (3) 2,041,772 1,866,827 1,948,336 Gain (loss) on divestiture and other, net 296,771 ( 10,102 ) 103,676 Operating income (loss) 1,972,607 1,382,506 1,590,544 Interest expense ( 378,513 ) ( 348,228 ) ( 333,939 ) Gain (loss) on early extinguishment of debt 5,403 15,378 91 Other income (expense), net 31,489 5,404 1,558 Income (loss) before income taxes 1,630,986 1,055,060 1,258,254 Income tax expense (benefit) 18,103 4,379 4,180 Net income (loss) 1,612,883 1,050,681 1,254,074 Net income (loss) attributable to noncontrolling interest 5,525 4,869 9,454 Net income (loss) attributable to Western Midstream Operating, LP $ 1,607,358 $ 1,045,812 $ 1,244,620 ________________________________________________________________________________________ (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. See Note 6 . (2) See Note 7 and Note 9 . (3) Total operating expenses includes related - party amounts of $( 52.7 ) million, $( 64.7 ) million, and $( 15.0 ) million for the years ended December 31, 2024, 2023, and 2022, respectively, all primarily related to changes in imbalance positions. See Note 6 . See accompanying Notes to Consolidated Financial Statements. 94 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED BALANCE SHEETS December 31, thousands except number of units 2024 2023 ASSETS Current assets Cash and cash equivalents $ 1,084,446 $ 268,184 Accounts receivable, net 701,814 666,615 Other current assets 53,775 50,468 Total current assets 1,840,035 985,267 Property, plant, and equipment Cost 15,509,910 14,945,431 Less accumulated depreciation 5,795,301 5,290,415 Net property, plant, and equipment 9,714,609 9,655,016 Goodwill 4,783 4,783 Other intangible assets 649,740 681,408 Equity investments 541,435 904,535 Other assets (1) 383,808 231,644 Total assets (2) $ 13,134,410 $ 12,462,653 LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL Current liabilities Accounts and imbalance payables $ 339,108 $ 392,752 Short - term debt 1,011,032 617,748 Accrued ad valorem taxes 38,319 61,285 Accrued liabilities 248,589 203,461 Total current liabilities 1,637,048 1,275,246 Long-term liabilities Long - term debt 6,926,647 7,283,556 Deferred income taxes 29,679 15,468 Asset retirement obligations 370,195 359,185 Other liabilities 744,715 476,844 Total long - term liabilities 8,071,236 8,135,053 Total liabilities (3) 9,708,284 9,410,299 Equity and partners’ capital Common units ( 318,675,578 units issued and outstanding at December 31, 2024 and 2023) 3,399,650 3,027,031 Total partners’ capital 3,399,650 3,027,031 Noncontrolling interest 26,476 25,323 Total equity and partners’ capital 3,426,126 3,052,354 Total liabilities, equity, and partners’ capital $ 13,134,410 $ 12,462,653 _________________________________________________________________________________________ (1) Other assets includes $ 5.5 million and $ 5.7 million of NGLs line - fill inventory as of December 31, 2024 and 2023, respectively. 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. See Note 6 . (3) Total liabilities includes related - party amounts of $ 555.9 million and $ 409.5 million as of December 31, 2024 and 2023, respectively. See Note 6 . See accompanying Notes to Consolidated Financial Statements. 95 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL thousands Common Units Noncontrolling Interest Total Balance at December 31, 2021 $ 3,063,289 $ 29,377 $ 3,092,666 Net income (loss) 1,244,620 9,454 1,254,074 Distributions to Chipeta noncontrolling interest owner — ( 10,736 ) ( 10,736 ) Distributions to WES Operating unitholders ( 1,244,533 ) — ( 1,244,533 ) Contributions of equity - based compensation from Occidental 2,277 — 2,277 Contributions of equity - based compensation from WES 24,936 — 24,936 Net contributions from (distributions to) related parties 1,423 — 1,423 Balance at December 31, 2022 $ 3,092,012 $ 28,095 $ 3,120,107 Net income (loss) 1,045,812 4,869 1,050,681 Distributions to Chipeta noncontrolling interest owner — ( 7,641 ) ( 7,641 ) Distributions to WES Operating unitholders ( 1,142,217 ) — ( 1,142,217 ) Contributions of equity - based compensation from WES 31,424 — 31,424 Balance at December 31, 2023 $ 3,027,031 $ 25,323 $ 3,052,354 Net income (loss) 1,607,358 5,525 1,612,883 Distributions to Chipeta noncontrolling interest owner — ( 4,372 ) ( 4,372 ) Distributions to WES Operating unitholders ( 1,272,152 ) — ( 1,272,152 ) Contributions of equity - based compensation from WES 37,413 — 37,413 Balance at December 31, 2024 $ 3,399,650 $ 26,476 $ 3,426,126 See accompanying Notes to Consolidated Financial Statements. 96 Table of Contents WESTERN MIDSTREAM OPERATING, LP CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, thousands 2024 2023 2022 Cash flows from operating activities Net income (loss) $ 1,612,883 $ 1,050,681 $ 1,254,074 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 650,428 600,668 582,365 Long - lived asset and other impairments 6,206 52,884 20,585 Non - cash equity - based compensation expense 37,413 31,424 27,213 Deferred income taxes 14,211 1,044 1,999 Accretion and amortization of long - term obligations, net 9,238 8,151 7,142 Equity income, net – related parties ( 112,385 ) ( 152,959 ) ( 183,483 ) Distributions from equity - investment earnings – related parties 111,386 155,169 186,153 (Gain) loss on divestiture and other, net ( 296,771 ) 10,102 ( 103,676 ) (Gain) loss on early extinguishment of debt ( 5,403 ) ( 15,378 ) ( 91 ) Other 248 442 510 Changes in assets and liabilities: (Increase) decrease in accounts receivable, net ( 42,796 ) ( 78,324 ) ( 116,296 ) Increase (decrease) in accounts and imbalance payables and accrued liabilities, net ( 47,822 ) ( 83,332 ) ( 17,189 ) Change in other items, net 171,876 67,629 34,827 Net cash provided by operating activities 2,108,712 1,648,201 1,694,133 Cash flows from investing activities Capital expenditures (1) ( 833,856 ) ( 735,080 ) ( 487,228 ) Acquisitions from third parties ( 443 ) ( 877,746 ) ( 40,127 ) 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 Proceeds from the sale of assets to third parties 792,255 ( 87 ) 264,121 (Increase) decrease in materials and supplies inventory and other ( 18,284 ) ( 32,329 ) ( 9,468 ) Net cash provided by (used in) investing activities ( 39,168 ) ( 1,607,291 ) ( 218,237 ) Cash flows from financing activities Borrowings, net of debt issuance costs 789,044 2,448,733 1,389,010 Repayments of debt ( 143,852 ) ( 1,967,928 ) ( 1,518,548 ) Commercial paper borrowings (repayments), net ( 610,313 ) 609,916 — Increase (decrease) in outstanding checks ( 5,572 ) 3,464 2,309 Distributions to WES Operating unitholders (1) ( 1,272,152 ) ( 1,142,217 ) ( 1,244,533 ) Distributions to Chipeta noncontrolling interest owner ( 4,372 ) ( 7,641 ) ( 10,736 ) Net contributions from (distributions to) related parties — — 1,423 Other ( 6,065 ) ( 3,154 ) ( 4,318 ) Net cash provided by (used in) financing activities ( 1,253,282 ) ( 58,827 ) ( 1,385,393 ) Net increase (decrease) in cash and cash equivalents 816,262 ( 17,917 ) 90,503 Cash and cash equivalents at beginning of period 268,184 286,101 195,598 Cash and cash equivalents at end of period $ 1,084,446 $ 268,184 $ 286,101 Supplemental disclosures Interest paid, net of capitalized interest $ 360,847 $ 326,948 $ 355,363 Income taxes paid (reimbursements received) 2,225 4,131 912 Accrued capital expenditures 64,084 99,610 82,353 ________________________________________________________________________________________ (1) Includes related-party amounts. See Note 6. See accompanying Notes to Consolidated Financial Statements. 97 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION General. Western Midstream Partners, LP is a Delaware master limited partnership formed in September 2012. Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed 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 December 31, 2024, the Partnership’s assets and investments consisted of the following: Wholly Owned and Operated Operated Interests Equity Interests Gathering systems (1) 18 2 1 Treating facilities 42 3 — Natural - gas processing plants/trains 26 3 1 NGLs pipelines 3 — 4 Natural - gas pipelines 6 — 1 Crude - oil pipelines 2 1 1 _________________________________________________________________________________________ (1) Includes the DBM water systems. These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming). 98 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION 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 % 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 this asset. (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. 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. 99 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Presentation of the Partnership’s assets. The Partnership’s assets include assets owned and ownership interests accounted for by the Partnership under the equity method of accounting, through its 98.0 % partnership interest in WES Operating, as of December 31, 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. Fair value. The fair-value-measurement standard defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based on the degree to which the inputs are observable. The three input levels of the fair-value hierarchy are as follows: Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs). Level 3 – Inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in management’s internally developed present value of future cash flows model that underlies the fair value measurement). In determining fair value, management uses observable market data when available, or models that incorporate observable market data. When a fair value measurement is required and there is not a market-observable price for the asset or liability or a market-observable price for a similar asset or liability, the cost, income, or market approach is used, depending on the quality of information available to support management’s assumptions. The cost approach is based on management’s best estimate of the current asset-replacement cost. The income approach uses management’s best assumptions regarding expectations of projected cash flows and discounts the expected cash flows using a commensurate risk-adjusted discount rate. Such evaluations involve significant judgment because results are based on expected future events or conditions, such as contractual rates, estimates of future throughput, capital and operating costs and the timing thereof, economic and regulatory climates, and other factors. The market approach uses management’s best assumptions regarding expectations of projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and an assumed multiple of that EBITDA that a willing buyer would pay to acquire an asset. Management’s estimates of future net cash flows and EBITDA are inherently imprecise because they reflect management’s expectation of future conditions that are often outside of management’s control. However, the assumptions used reflect a market participant’s view of long-term revenues, costs, and other factors and are consistent with assumptions used in the Partnership’s business plans and investment decisions. 100 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Management uses relevant observable inputs available for the valuation technique employed to estimate fair value. If a fair-value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement is characterized based on the lowest level of input that is significant to the fair-value measurement. Non-financial assets and liabilities initially measured at fair value include certain assets and liabilities acquired in a third-party business combination, assets and liabilities exchanged in non-monetary transactions, goodwill and other intangibles, and the initial measurement of asset retirement obligations. Impairment analyses for long-lived assets, goodwill, and equity investments and the initial recognition of asset retirement obligations use Level-3 inputs. The fair value of debt reflects any premium or discount for the difference between the stated interest rate and the quarter-end market interest rate and is based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments. As such, debt fair values as presented in Note 13 use Level-2 inputs. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and outstanding borrowings on the revolving credit facility and commercial paper program reported on the consolidated balance sheets approximate fair value due to the short-term nature of these items. Cash equivalents. All highly liquid investments with a maturity of three months or less when purchased are considered cash equivalents. Credit losses. Accounts receivable represent contractual rights for services performed, with, on average, 30-day payment terms from the invoice date. Contract assets primarily relate to revenue accrued but not yet billed under cost-of-service contracts and accrued deficiency fees. Exposure to credit losses is analyzed within collective pools for all of our customers and, if necessary, individual customers may be analyzed separately if their credit quality becomes a concern. The Partnership monitors credit exposure to all customers to ensure exposures are within established credit limits. As of December 31, 2024, there are no negative indications regarding the collectability of significant receivables, and the Partnership will continue to monitor the credit quality of its customer base and assess collectability of these assets as appropriate. The allowance for expected credit losses was immaterial at December 31, 2024 and 2023. Imbalances. The consolidated balance sheets include imbalance receivables and payables resulting from differences in volumes received into the Partnership’s systems and volumes delivered by the Partnership to customers. Volumes owed to or by the Partnership that are subject to monthly cash settlement are valued according to the terms of the contract as of the balance sheet dates and generally reflect market index prices. Other volumes owed to or by the Partnership are valued at the Partnership’s weighted-average cost as of the balance sheet dates and are settled in-kind. As of December 31, 2024, imbalance receivables and payables were $ 7.3 million and $ 5.2 million, respectively. As of December 31, 2023, imbalance receivables and payables were $ 5.1 million and $ 7.2 million, respectively. Net changes in imbalance receivables and payables are reported in Cost of product in the consolidated statements of operations. Inventory. The cost of NGLs inventory is determined by the weighted-average cost method on a location-by-location basis. Inventory is stated at the lower of weighted-average cost or net realizable value. NGLs inventory is reported in Other current assets and NGLs line-fill inventory is reported in Other assets on the consolidated balance sheets. Materials and supplies inventory is valued at weighted-average cost, reviewed periodically for obsolescence, and assessed for impairment together with any associated property, plant, and equipment and other intangible assets. Materials and supplies inventory is reported in Other assets on the consolidated balance sheets. 101 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Property, plant, and equipment and other intangible assets. Property, plant, and equipment and other intangible assets are stated at historical cost less accumulated depreciation or amortization, or fair value if impaired. 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 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. All construction-related direct labor and material costs are capitalized. The cost of renewals and betterments that extend the useful life of property, plant, and equipment is also capitalized. The cost of repairs, replacements, and major maintenance projects that do not extend the useful life or increase the expected output of property, plant, and equipment is expensed as incurred. Depreciation is computed using the straight-line method based on estimated useful lives and salvage values of assets. Subsequent events could cause a change in estimates of remaining useful lives or salvage value, thereby impacting future depreciation amounts. Uncertainties that may impact these estimates include, but are not limited to, changes in laws and regulations relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions, and supply and demand in the area. Management assesses property, plant, and equipment together with any associated materials and supplies inventory and intangible assets, as described in Note 10 , for impairment when events or changes in circumstances indicate their carrying values may not be recoverable. Impairments exist when the carrying value of a long-lived asset exceeds the total estimated undiscounted net cash flows from the future use and eventual disposition of the asset. When alternative courses of action for future use of a long-lived asset are under consideration, estimates of future undiscounted net cash flows incorporate the possible outcomes and probabilities of their occurrence. If an impairment exists, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value, such that the asset’s carrying value is adjusted down to its estimated fair value with an offsetting charge to Long-lived asset and other impairments. Refer to Note 9 for a description of impairments recorded during the periods presented. Capitalized interest. Interest is capitalized as part of the historical cost of constructing assets that are in progress. Capitalized interest is determined by multiplying the Partnership’s weighted-average borrowing cost on debt by the average amount of assets under construction. Cumulative capitalized interest accrued during the year is expensed through depreciation or impairment. Segments. The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather and dispose of produced water in the United States. 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”). 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 . 102 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Goodwill. Goodwill is recorded when the purchase price of a business acquired exceeds the fair market value of the tangible and separately measurable intangible net assets. In addition, goodwill represents the allocated 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: (i) gathering and processing and (ii) transportation. Goodwill is evaluated for impairment at the reporting unit level annually, as of October 1, or more often as facts and circumstances warrant. An initial qualitative assessment is performed to determine the likelihood of whether goodwill is impaired. If management concludes, based on qualitative factors, that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then no goodwill impairment is recorded and further testing is not necessary. If an assessment of qualitative factors does not result in management’s determination that the fair value of the reporting unit more likely than not exceeds its carrying value, then a quantitative assessment must be performed. If the quantitative assessment indicates that the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment is recorded for the amount by which the reporting unit’s carrying value exceeds its fair value through a charge to Goodwill impairment. See Note 10 . Asset retirement obligations. When tangible long-lived assets are acquired or constructed, the initial estimated asset retirement obligation liability is recognized at fair value, measured using discounted expected future cash outflows of the settlement obligation, with an associated increase in property, plant, and equipment. Over time, the discounted liability is adjusted up to its expected settlement value through accretion expense, which is reported within Depreciation and amortization in the consolidated statements of operations. Estimated asset retirement costs typically extend many years into the future, and estimation requires significant judgment. Subsequent to the initial recognition, the liability is adjusted for any changes in the expected value of the retirement obligation (with a corresponding adjustment to property, plant, and equipment, or depreciation expense if the asset is fully depreciated) until the obligation is settled. Revisions in estimated asset retirement obligations may result from changes in estimated asset retirement costs, inflation rates, discount rates, and the estimated timing of settlement. See Note 12 . Environmental expenditures. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local laws and regulations. Losses associated with environmental obligations are accrued when the necessity for environmental remediation or other potential environmental liabilities becomes probable and the costs can be reasonably estimated, with the exception of environmental obligations acquired in a business combination, which are recorded at fair value at the time of acquisition. Accruals for estimated losses from environmental-remediation obligations are recognized no later than at the time of the completion of the remediation feasibility study or when the evaluation of response options is complete. These accruals are adjusted as additional information becomes available or as circumstances change. Costs of future expenditures for environmental-remediation obligations are not discounted to their present value. See Note 16. Revenue and cost of product. The Partnership provides gathering, processing, treating, transportation, and disposal services pursuant to a variety of contracts. Under these arrangements, the Partnership receives fees and/or retains a percentage of products or a percentage of the proceeds from the sale of the customer’s products. These revenues are included in Service revenues and Product sales in the consolidated statements of operations. Payment is generally received from the customer in the month following the service or delivery of the product. Contracts with customers generally have initial terms ranging from 5 to 10 years. 103 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Service revenues – fee based is recognized for fee-based contracts in the month of service based on the volumes delivered by the customer. Producers’ wells or production facilities are connected to the Partnership’s gathering systems for gathering, processing, treating, transportation, and disposal of natural gas, NGLs, condensate, crude oil, and produced water, as applicable. Revenues are valued based on the rate in effect for the month of service when the fee is either the same per-unit rate over the contract term or when the fee escalates and the escalation factor approximates inflation. Deficiency fees charged to customers that do not meet their minimum delivery requirements are recognized as services are performed based on an estimate of the fees that will be billed at the completion of the performance period. Because of its significant upfront capital investment, the Partnership may charge additional service fees to customers for only a portion of the contract term (i.e., for the first year of a contract or until reaching a volume threshold), and these fees are recognized as revenue over the expected period of customer benefit, which is generally the life of the related properties. Timing differences between amounts recognized in Service revenues – fee based and the amounts billed to 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. The cost-of-service rates are calculated using a contractually specified rate of return and estimates, including long-term assumptions for capital invested, receipt volumes, and operating and maintenance expenses. Certain of these cost-of-service agreements also have minimum-volume-commitment demand fees and guaranteed minimum revenues in addition to cost-of-service rates. Such contracts include fixed and variable consideration that are recognized on a consistent per-unit rate over the term of the contract. Annual adjustments are made to the cost-of-service rates charged to customers, and a cumulative catch-up revenue adjustment related to services already provided to the minimum volumes under the contract may be recorded in future periods, with revenues for the remaining term of the contract recognized on a consistent per-unit rate based on the total expected variable consideration under the contract. If the Partnership determines it is probable that a significant reversal in the cumulative catch-up revenue adjustment could occur, the variable consideration may be constrained up to the amount of the probable significant reversal. Service revenues – product based includes service revenues from percent-of-proceeds gathering and processing contracts that are recognized net of the cost of product for purchases from the Partnership’s customers since it is acting as the agent in the product sale. Keep-whole agreements, percent-of-product agreements, and certain fee-based contracts that have a fixed-recovery component result in Service revenues – product based being recognized when the natural gas and/or NGLs are received from the customer as non-cash consideration for the services provided. Non-cash consideration for these services is valued at the time the services are provided. Revenue is also recognized in Product sales, along with the cost of product expense related to the sale, when the product received as non-cash consideration is sold to either Occidental or a third party. The Partnership also purchases natural-gas volumes from producers at the wellhead or from a production facility, typically at an index price, and charges the producer fees associated with the downstream gathering and processing services. When the fees relate to services performed after control of the product has transferred to the Partnership, the fees are treated as a reduction of the purchase cost. If the fees relate to services performed before control of the product has transferred to the Partnership, the fees are treated as Service revenues – fee based. Product sales revenue is recognized, along with cost of product expense related to the sale, when the purchased product is sold to either Occidental or a third party. The Partnership receives aid-in-construction reimbursements for certain capital costs necessary to provide services to customers (i.e., connection costs.) 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. See Note 2 . 104 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Defined-contribution plan. Employees of the Partnership are eligible to participate in the Western Midstream Savings Plan, a defined - contribution benefit plan maintained by the Partnership. All regular employees may participate in the plan by making elective contributions that are matched by the Partnership, subject to certain limitations. The Partnership also makes other contributions based on plan guidelines. The Partnership recognized expense related to the plan of $ 28.9 million, $ 24.6 million, and $ 21.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. Partnership income taxes. Deferred federal and state income taxes included in the accompanying consolidated financial statements are attributable to temporary differences between the financial statement carrying amount and tax basis of the Partnership’s investment in WES Operating. The Partnership’s accounting policy is to “look through” its investment in WES Operating for purposes of calculating deferred income tax asset and liability balances attributable to the Partnership’s interests in WES Operating. The Partnership had no material uncertain tax positions at December 31, 2024 or 2023. WES Operating income taxes. WES Operating generally is not subject to federal income tax or state income tax other than Texas margin tax on the portion of its income that is apportionable to Texas. Deferred state income taxes are recorded on temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. WES Operating routinely assesses the realizability of its deferred tax assets. If WES Operating concludes that it is more likely than not that some of the deferred tax assets will not be realized, the tax asset is reduced by recording a valuation allowance. With respect to assets previously acquired from Anadarko, WES Operating recorded Anadarko’s 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. The aggregate difference in the basis of WES Operating’s assets for financial and tax reporting purposes cannot be readily determined as WES Operating does not have access to information about each partner’s tax attributes in WES Operating. The accounting standards for uncertain tax positions defines the criteria an individual tax position must satisfy for any part of the benefit of that position to be recognized in the financial statements. WES Operating had no material uncertain tax positions at December 31, 2024 or 2023. Net income (loss) per common unit. The Partnership applies the two-class method in determining net income (loss) per unit applicable to master limited partnerships having multiple classes of securities, including common units and general partner units. The two-class method allocates earnings pursuant to a formula that treats participating securities as having rights to earnings that otherwise would have been available to common unitholders. Under the two-class method, net income (loss) per unit is calculated as if all of the earnings for the period were distributed pursuant to the terms of the relevant contractual arrangement. The accounting guidance provides the methodology for the allocation of undistributed earnings to the general partner and limited partners and the circumstances in which such an allocation should be made. For the Partnership, earnings per unit is calculated based on the assumption that the Partnership distributes cash to its unitholders equal to the net income of the Partnership, notwithstanding the general partner’s ultimate discretion over the amount of cash to be distributed for the period, the existence of other legal or contractual limitations that would prevent distributions of all of the net income for the period, or any other economic or practical limitation on the ability to make a full distribution of the net income for the period. See Note 5 . Net income (loss) per common unit for WES Operating is not calculated because no publicly traded units are outstanding. 105 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Leases. The Partnership determines if an arrangement is a lease based on the rights and obligations conveyed at contract inception. Significant judgment is required when determining whether a customer obtains the right to direct the use of identified property or equipment. When the Partnership is a lessee at the lease-commencement date, a lease is classified as either operating or finance, and right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of future lease payments over the lease term. As the rate implicit in the Partnership’s leases is generally not readily determinable, the Partnership discounts lease liabilities using the Partnership’s incremental borrowing rate at the commencement date. Non-lease components associated with leases that 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. Leases of 12 months or less are not recognized on the consolidated balance sheets. Lease cost is generally recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized over the lease term using the effective interest method. Variable lease payments are recognized when the obligation for those payments is incurred. When the Partnership is a lessor at the lease-commencement date, a lease is classified as operating, sales-type, or direct financing. The underlying assets associated with these agreements are evaluated for future use beyond the lease term. For operating leases, lease income is generally recognized on a straight-line basis over the lease term. Variable lease payments are recognized when the obligation for those payments is performed. The Partnership does not have sales-type or direct financing leases. For the Partnership’s gathering and processing assets, we elected the practical expedient to not separate lease and non-lease components. 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. 106 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. REVENUE FROM CONTRACTS WITH CUSTOMERS The following table summarizes revenue from contracts with customers: Year Ended December 31, thousands 2024 2023 2022 Revenue from customers Service revenues – fee based $ 3,248,262 $ 2,768,757 $ 2,602,053 Service revenues – product based 215,776 191,727 249,692 Product sales 140,100 145,024 399,023 Total revenue from customers 3,604,138 3,105,508 3,250,768 Revenue from other than customers Other 1,085 968 953 Total revenues and other $ 3,605,223 $ 3,106,476 $ 3,251,721 Contract balances. 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. The following table summarizes activity related to contract assets from contracts with customers: Year Ended December 31, thousands 2024 2023 Contract assets balance at beginning of year $ 39,292 $ 22,561 Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period ( 7,479 ) ( 6,678 ) Additional estimated revenues recognized 3,195 9,487 Cumulative catch-up adjustment for change in estimated consideration 8,178 13,922 Contract assets balance at end of year $ 43,186 $ 39,292 December 31, thousands 2024 2023 Other current assets $ 12,358 $ 9,595 Other assets 30,828 29,697 Total contract assets from contracts with customers $ 43,186 $ 39,292 107 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. REVENUE FROM CONTRACTS WITH CUSTOMERS Contract liabilities primarily relate to (i) 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: Year Ended December 31, thousands 2024 2023 Contract liabilities balance at beginning of year $ 445,499 $ 369,285 Cash received or receivable, excluding revenues recognized during the period 193,360 84,336 Revenues recognized that were included in the contract liability balance at the beginning of the period ( 28,288 ) ( 15,572 ) Cumulative catch-up adjustment for change in estimated consideration — ( 4,363 ) Amounts acquired with the acquisition of Meritage (1) — 11,813 Contract liabilities balance at end of year $ 610,571 $ 445,499 December 31, thousands 2024 2023 Accrued liabilities $ 11,055 $ 16,866 Other liabilities 599,516 428,633 Total contract liabilities from contracts with customers $ 610,571 $ 445,499 _________________________________________________________________________________________ (1) See Note 3 . 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, 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 2025 $ 1,084,323 2026 1,055,027 2027 952,862 2028 776,533 2029 1,277,655 Thereafter 804,132 Total $ 5,950,532 108 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. 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. 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 13) 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 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. 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. 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. 109 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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 Net income (loss) attributable to Western Midstream Partners, LP 1,003,204 1,213,106 The following table presents pro forma condensed financial information of WES Operating (which are included in the Partnership’s pro forma condensed financial information) 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 Net income (loss) attributable to Western Midstream Operating, LP 1,026,800 1,240,623 110 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. 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. The pro forma adjustments reflect pre-acquisition results of the Meritage acquisition including (i) adjustments of $ 105.0 million and $ 221.6 million for the years ended December 31, 2023 and 2022, respectively, to decrease revenues and cost of product to apply the Partnership’s revenue recognition policy to record revenue and cost of product on a net basis within revenues for certain contracts; (ii) adjustments of $ 5.0 million and $ 2.1 million for the years ended December 31, 2023 and 2022, respectively, to decrease depreciation and amortization expense based on the acquisition-date fair value of property, plant, and equipment and estimated useful lives; and (iii) adjustments of $ 1.8 million to decrease interest expense and $ 20.9 million to increase interest expense for the years ended December 31, 2023 and 2022, respectively, related to the $ 600.0 million senior note issuance in September 2023 and borrowings on the RCF to finance the Meritage acquisition. The pro forma adjustments include estimates and assumptions based on currently available information. Management believes the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected. The pro forma information reflects recurring adjustments, but does not reflect any cost savings or other synergies anticipated as a result of the Meritage acquisition, nor any future acquisition-related expenses. 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. Cactus II. 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. Total proceeds were received during the fourth quarter of 2022, resulting in a net gain on sale of $ 109.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statements of operations. Ranch Westex. In September 2022, the Partnership acquired the remaining 50 % interest in Ranch Westex JV LLC (“Ranch Westex”) from a third party for $ 40.1 million. 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. 111 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. PARTNERSHIP DISTRIBUTIONS Partnership distributions. Under its partnership agreement, the Partnership distributes all of its available cash 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. 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 2022 March 31 $ 0.500 $ 206,197 May 13, 2022 May 2, 2022 June 30 0.500 197,744 August 12, 2022 August 1, 2022 September 30 0.500 197,065 November 14, 2022 October 31, 2022 December 31 0.500 196,569 February 13, 2023 February 1, 2023 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 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) 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. The Enhanced Distribution was discontinued in 2025 and will not be used in future periods to calculate the distribution of available cash. 112 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. PARTNERSHIP DISTRIBUTIONS 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 2022 March 31 $ 213,513 May 2022 June 30 213,513 August 2022 September 30 213,513 November 2022 December 31 213,513 February 2023 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 June 30 347,675 August 2024 September 30 347,356 November 2024 December 31 347,356 February 2025 _________________________________________________________________________________________ (1) Includes amounts related to the Enhanced Distribution discussed above. 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 distribution to repurchase common units. See Note 5 . 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 December 31, 2024, Occidental held 165,681,578 common units, representing a 42.5 % 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 214,875,065 common units, representing a 55.2 % limited partner interest in the Partnership. 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. 113 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. 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 were purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. 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. As of December 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: Year Ended December 31, thousands except per-unit amounts 2024 2023 2022 Net income (loss) Limited partners’ interest in net income (loss) $ 1,536,967 $ 998,532 $ 1,189,562 Weighted-average common units outstanding Basic 380,397 383,028 394,951 Dilutive effect of non-vested phantom units 2,058 1,380 1,285 Diluted 382,455 384,408 396,236 Excluded due to anti-dilutive effect 2 114 554 Net income (loss) per common unit Basic $ 4.04 $ 2.61 $ 3.01 Diluted $ 4.02 $ 2.60 $ 3.00 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. 114 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS Summary of related-party transactions. The following tables summarize material related - party transactions included in the Partnership’s consolidated financial statements: Statements of operations Year Ended December 31, thousands 2024 2023 2022 Revenues and other Service revenues – fee based $ 2,099,116 $ 1,773,914 $ 1,674,959 Service revenues – product based 56,688 16,497 56,907 Product sales 5,704 43,683 63,367 Total revenues and other 2,161,508 1,834,094 1,795,233 Equity income, net – related parties (1) 112,385 152,959 183,483 Operating expenses Cost of product (2) ( 67,414 ) ( 72,903 ) ( 25,447 ) Operation and maintenance 10,580 4,618 5,081 General and administrative (3) 350 284 2,338 Total operating expenses ( 56,484 ) ( 68,001 ) ( 18,028 ) Gain (loss) on divestiture and other, net — — ( 1,756 ) _________________________________________________________________________________________ (1) See Note 7 . (2) Includes related-party natural - gas and NGLs imbalances. (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 December 31, thousands 2024 2023 Assets Accounts receivable, net $ 401,315 $ 358,141 Other current assets 6,671 1,260 Equity investments (1) 541,435 904,535 Other assets 41,641 43,216 Total assets 991,062 1,307,152 Liabilities Accounts and imbalance payables 20,609 38,541 Accrued liabilities 4,717 4,979 Other liabilities (2) 504,415 335,320 Total liabilities 529,741 378,840 _________________________________________________________________________________________ (1) See Note 7 . (2) Includes contract liabilities from contracts with customers. See Note 2 . 115 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS Statements of cash flows Year Ended December 31, thousands 2024 2023 2022 Distributions from equity - investment earnings – related parties $ 111,386 $ 155,169 $ 186,153 Capital expenditures — — ( 470 ) 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) ( 604,512 ) ( 494,127 ) ( 372,468 ) Distributions to WES Operating unitholders (2) ( 25,450 ) ( 22,850 ) ( 24,898 ) Net contributions from (distributions to) related parties — — 1,423 Unit repurchases from Occidental (3) — ( 127,500 ) ( 252,500 ) _________________________________________________________________________________________ (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. 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: Statements of operations Year Ended December 31, thousands 2024 2023 2022 General and administrative (1) $ 4,130 $ 3,554 $ 5,373 _________________________________________________________________________________________ (1) Includes an intercompany service fee between the Partnership and WES Operating. 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 December 31, thousands 2024 2023 Other current assets $ 6,263 $ 1,235 Other assets 38,421 41,405 Accounts and imbalance payables (1) 46,773 69,472 Accrued liabilities 4,717 4,662 _________________________________________________________________________________________ (1) Includes balances related to transactions between the Partnership and WES Operating. 116 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS Statements of cash flows Year Ended December 31, thousands 2024 2023 2022 Distributions to WES Operating unitholders (1) $ ( 1,272,152 ) $ ( 1,142,217 ) $ ( 1,244,533 ) _________________________________________________________________________________________ (1) Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. 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. 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 34 %, 34 %, and 35 % for the years ended December 31, 2024, 2023, and 2022, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 91 %, 86 %, and 89 % for the years ended December 31, 2024, 2023, and 2022, respectively. 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. 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 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 operating leases for field offices with Occidental as the lessor. 117 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. RELATED-PARTY TRANSACTIONS Related-party expenses. 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 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. 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. Incentive Plans. 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 . 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. 118 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY INVESTMENTS The following tables present the financial statement impact of the Partnership’s equity investments: thousands Balance at December 31, 2022 Equity income, net Contributions Distributions Distributions in excess of cumulative earnings (1) Balance at December 31, 2023 White Cliffs $ 16,095 $ 2,094 $ — $ ( 1,720 ) $ ( 3,221 ) $ 13,248 Rendezvous 16,114 ( 2,621 ) — ( 638 ) ( 2,040 ) 10,815 Mont Belvieu JV 91,310 23,476 — ( 23,128 ) ( 3,102 ) 88,556 TEG 15,856 3,504 700 ( 3,527 ) ( 1,348 ) 15,185 TEP 184,687 35,578 — ( 35,829 ) ( 11,877 ) 172,559 FRP 192,716 47,829 — ( 48,003 ) ( 5,991 ) 186,551 Whitethorn LLC 146,595 ( 6,870 ) 132 6,398 ( 1,456 ) 144,799 Saddlehorn 104,191 24,003 — ( 23,545 ) ( 2,889 ) 101,760 Panola 19,311 2,507 — ( 2,638 ) ( 464 ) 18,716 Mi Vida 48,862 9,135 — ( 8,215 ) ( 4,358 ) 45,424 Red Bluff Express 108,959 14,324 321 ( 14,324 ) ( 2,358 ) 106,922 Total $ 944,696 $ 152,959 $ 1,153 $ ( 155,169 ) $ ( 39,104 ) $ 904,535 _________________________________________________________________________________________ (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. thousands Balance at December 31, 2023 Equity income, net Contributions Distributions Distributions in excess of cumulative earnings (1) Acquisitions and Divestitures (2) Balance at December 31, 2024 White Cliffs $ 13,248 $ 3,916 $ — $ ( 3,916 ) $ ( 3,446 ) $ — $ 9,802 Rendezvous 10,815 ( 2,274 ) — ( 985 ) ( 1,917 ) — 5,639 Mont Belvieu JV 88,556 51 — ( 442 ) ( 6,047 ) ( 82,118 ) — TEG 15,185 832 — ( 855 ) ( 666 ) — 14,496 TEP 172,559 27,585 — ( 27,837 ) ( 2,247 ) — 170,060 FRP 186,551 48,726 — ( 46,948 ) ( 4,741 ) — 183,588 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 9,126 — ( 10,566 ) ( 1,219 ) — 42,765 Red Bluff Express 106,922 18,964 9,690 ( 18,965 ) ( 1,526 ) — 115,085 Total $ 904,535 $ 112,385 $ 9,690 $ ( 111,386 ) $ ( 30,850 ) $ ( 342,939 ) $ 541,435 _________________________________________________________________________________________ (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 . 119 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY INVESTMENTS The investment balance in White Cliffs at December 31, 2024, is $ 23.9 million less than the Partnership’s underlying equity in White Cliffs’ net assets. During the year ended December 31, 2022, the Partnership recognized an impairment loss of $ 19.9 million that resulted from a decline in value below the carrying value, which was determined to be other than temporary in nature. This investment was impaired to its estimated fair value of $ 16.1 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, 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. Management evaluates its equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value that is other than temporary. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether the investment has been impaired. Management assesses the fair value of equity investments using commonly accepted techniques and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss in the consolidated statements of operations. The following tables present the summarized combined financial information for equity investments (amounts represent 100% of investee financial information): Year Ended December 31, thousands 2024 2023 2022 Revenues $ 699,011 $ 1,572,120 $ 1,922,733 Operating income 439,052 619,597 661,779 Net income 441,752 623,593 661,916 December 31, thousands 2024 2023 Current assets $ 176,058 $ 302,675 Property, plant, and equipment, net 2,186,172 4,114,540 Other assets 2,349 50,693 Total assets $ 2,364,579 $ 4,467,908 Current liabilities $ 75,130 $ 130,028 Non-current liabilities 7,943 17,920 Equity 2,281,506 4,319,960 Total liabilities and equity $ 2,364,579 $ 4,467,908 120 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. INCOME TAXES The Partnership is not a taxable entity for U.S. federal income tax purposes; therefore, the federal statutory rate is zero percent. 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. The components of income tax expense (benefit) are as follows: Year Ended December 31, thousands 2024 2023 2022 Current state income tax expense (benefit) $ 3,900 $ 3,341 $ 2,188 Deferred state income tax expense (benefit) 14,211 1,044 1,999 Total income tax expense (benefit) $ 18,111 $ 4,385 $ 4,187 Total income taxes differed from the amounts computed by applying the statutory income tax rate to income (loss) before income taxes. The sources of these differences are as follows: Year Ended December 31, thousands except percentages 2024 2023 2022 Income (loss) before income taxes $ 1,629,363 $ 1,052,392 $ 1,255,643 Statutory tax rate — % — % — % Tax computed at statutory rate $ — $ — $ — Adjustments resulting from: Texas margin tax expense (benefit) 18,111 4,385 4,187 Income tax expense (benefit) $ 18,111 $ 4,385 $ 4,187 Effective tax rate 1 % — % — % The tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are as follows: December 31, thousands 2024 2023 Depreciable property $ ( 30,984 ) $ ( 15,467 ) Other intangible assets ( 1,412 ) ( 588 ) Other 2,717 587 Net long-term deferred income tax liabilities $ ( 29,679 ) $ ( 15,468 ) 121 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. PROPERTY, PLANT, AND EQUIPMENT A summary of the historical cost of property, plant, and equipment is as follows: December 31, thousands Estimated Useful Life 2024 2023 Land N/A $ 13,041 $ 12,504 Gathering systems – pipelines 30 years 5,848,865 5,890,607 Gathering systems – compressors 15 years 2,718,145 2,553,602 Processing complexes and treating facilities 25 years 4,046,670 3,745,332 Transportation pipeline and equipment 3 to 48 years 257,289 259,314 Produced - water disposal systems 20 years 1,198,742 1,098,616 Assets under construction N/A 460,056 479,368 Other 3 to 40 years 967,102 906,088 Total property, plant, and equipment 15,509,910 14,945,431 Less accumulated depreciation 5,795,301 5,290,415 Net property, plant, and equipment $ 9,714,609 $ 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. “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 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. 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. 122 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. GOODWILL AND OTHER INTANGIBLES Goodwill. Goodwill is recorded when the purchase price of a business acquired exceeds the fair market value of the tangible and separately measurable intangible net assets. The Partnership’s goodwill had been allocated to two reporting units: (i) gathering and processing and (ii) transportation. As of December 31, 2024, the carrying value of goodwill for the gathering and processing reporting unit was zero and goodwill allocated to the transportation reporting unit was $ 4.8 million. The Partnership’s annual goodwill impairment assessment indicated no impairment for the year ended December 31, 2024. Other intangible assets. The other intangible assets balance on the consolidated balance sheets includes the fair value, net of amortization, primarily related to (i) contracts assumed in connection with processing plant acquisitions in 2011 that are part of the DJ Basin complex, which are being amortized on a straight-line basis over 38 years, and (ii) contracts assumed in connection with the DBM acquisition in November 2014, which are being amortized on a straight-line basis over 30 years. The Partnership assesses other intangible assets for impairment together with the related underlying long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. See Property, plant, and equipment and other intangible assets in Note 1 for further discussion of management’s process to evaluate potential impairment of long-lived assets. The following table presents the gross carrying value and accumulated amortization of other intangible assets: December 31, thousands 2024 2023 Gross carrying value $ 976,629 $ 979,863 Accumulated amortization ( 326,889 ) ( 298,455 ) Other intangible assets $ 649,740 $ 681,408 Amortization expense for intangible assets was $ 31.7 million for each of the years ended December 31, 2024, 2023, and 2022. Intangible asset amortization to be recorded in each of the next five years is estimated to be $ 31.7 million per year. 123 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. SELECTED COMPONENTS OF WORKING CAPITAL A summary of accounts receivable, net is as follows: The Partnership WES Operating December 31, December 31, thousands 2024 2023 2024 2023 Trade receivables, net $ 701,225 $ 665,892 $ 701,225 $ 665,892 Other receivables, net 613 745 589 723 Total accounts receivable, net $ 701,838 $ 666,637 $ 701,814 $ 666,615 A summary of other current assets is as follows: The Partnership WES Operating December 31, December 31, thousands 2024 2023 2024 2023 NGLs inventory $ 2,514 $ 2,557 $ 2,514 $ 2,557 Imbalance receivables 7,253 5,056 7,253 5,056 Prepaid insurance 15,418 21,065 14,712 18,571 Contract assets 12,358 9,595 12,358 9,595 Other 17,345 14,713 16,938 14,689 Total other current assets $ 54,888 $ 52,986 $ 53,775 $ 50,468 A summary of accrued liabilities is as follows: The Partnership WES Operating December 31, December 31, thousands 2024 2023 2024 2023 Accrued interest expense $ 133,365 $ 124,937 $ 133,365 $ 124,937 Short - term asset retirement obligations 12,830 7,606 12,830 7,606 Short - term remediation and reclamation obligations 2,585 5,490 2,585 5,490 Income taxes payable 4,585 2,908 4,585 2,908 Contract liabilities 11,055 16,866 11,055 16,866 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 Total accrued liabilities $ 329,398 $ 262,572 $ 248,589 $ 203,461 124 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. ASSET RETIREMENT OBLIGATIONS The following table provides a summary of changes in asset retirement obligations: Year Ended December 31, thousands 2024 2023 Carrying amount of asset retirement obligations at beginning of year $ 366,791 $ 300,514 Liabilities incurred 10,060 34,929 Liabilities settled ( 5,970 ) ( 11,273 ) Accretion expense 19,432 15,040 Revisions in estimated liabilities ( 7,288 ) 27,581 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. 125 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. DEBT AND INTEREST EXPENSE WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances. The following table presents the outstanding debt: December 31, 2024 December 31, 2023 thousands Principal Carrying Value Fair Value (1) Principal Carrying Value Fair Value (1) Short - term debt 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 Total short - term debt $ 1,011,545 $ 1,011,032 $ 1,008,622 $ 621,321 $ 617,748 $ 617,748 Long - term debt 3.100 % Senior Notes due 2025 $ — $ — $ — $ 666,481 $ 665,145 $ 650,765 3.950 % Senior Notes due 2025 — — — 349,163 347,938 341,415 4.650 % Senior Notes due 2026 440,505 439,637 438,699 467,204 465,705 459,617 4.500 % Senior Notes due 2028 342,935 341,123 336,207 357,094 354,665 346,121 4.750 % Senior Notes due 2028 336,260 334,753 330,483 382,888 380,747 374,767 6.350 % Senior Notes due 2029 600,000 594,270 621,936 600,000 593,069 626,994 4.050 % Senior Notes due 2030 1,057,134 1,051,440 992,321 1,104,593 1,097,609 1,036,097 6.150 % Senior Notes due 2033 750,000 741,857 764,760 750,000 741,125 780,203 5.450 % Senior Notes due 2034 800,000 790,511 772,536 — — — 5.450 % Senior Notes due 2044 600,000 594,192 534,096 600,000 594,031 545,154 5.300 % Senior Notes due 2048 700,000 687,990 595,826 700,000 687,735 614,082 5.500 % Senior Notes due 2048 350,000 343,051 304,003 350,000 342,913 312,365 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 Total long - term debt $ 7,000,163 $ 6,926,647 $ 6,571,456 $ 7,356,091 $ 7,283,556 $ 7,011,688 _________________________________________________________________________________________ (1) Fair value is measured using the market approach and Level - 2 fair value inputs. 126 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. DEBT AND INTEREST EXPENSE Debt activity. The following table summarizes debt activity for the periods presented: thousands Carrying Value Balance at December 31, 2022 $ 6,785,362 RCF borrowings 1,120,000 Commercial paper borrowings (1) 610,312 Repayments of RCF borrowings ( 1,495,000 ) Issuance of 6.350 % Senior Notes due 2029 600,000 Issuance of 6.150 % Senior Notes due 2033 750,000 Repayment of Floating-Rate Senior Notes due 2023 ( 213,138 ) Repayment of 3.100 % Senior Notes due 2025 ( 64,225 ) Repayment of 3.950 % Senior Notes due 2025 ( 50,000 ) Repayment of 4.650 % Senior Notes due 2026 ( 7,038 ) Repayment of 4.500 % Senior Notes due 2028 ( 42,906 ) Repayment of 4.750 % Senior Notes due 2028 ( 17,112 ) Repayment of 4.050 % Senior Notes due 2030 ( 95,407 ) Finance lease liabilities 29,285 Other ( 8,829 ) Balance at December 31, 2023 $ 7,901,304 Commercial paper borrowings (repayments), net (1) ( 610,312 ) Issuance of 5.450 % Senior Notes due 2034 800,000 Repayment of 3.100 % Senior Notes due 2025 ( 2,650 ) Repayment of 3.950 % Senior Notes due 2025 ( 12,405 ) Repayment of 4.650 % Senior Notes due 2026 ( 26,699 ) Repayment of 4.500 % Senior Notes due 2028 ( 14,159 ) Repayment of 4.750 % Senior Notes due 2028 ( 46,628 ) Repayment of 4.050 % Senior Notes due 2030 ( 47,459 ) Finance lease liabilities ( 1,819 ) Other ( 1,494 ) Balance at December 31, 2024 $ 7,937,679 ________________________________________________________________________________________ (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, and 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, 2024 and 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 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 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. 127 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. 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. 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. For the year ended December 31, 2023, a gain of $ 15.4 million was recognized for the early retirement of portions of these notes. 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. The RCF bears interest at an Adjusted Term SOFR (as defined in the RCF amendment), plus applicable margins ranging from 1.00 % to 1.70 %, or an alternate base rate equal to the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50 %, or (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00 %, in each case plus applicable margins currently ranging from zero to 0.70 %, based on WES Operating’s senior unsecured debt rating. A required quarterly facility fee is paid ranging from 0.125 % to 0.300 % of the commitment amount (whether drawn or undrawn), which also is based on the senior unsecured debt rating. The RCF contains certain covenants that limit, among other things, WES Operating’s ability, and that of certain of its subsidiaries, to incur additional indebtedness, grant certain liens, merge, consolidate, or allow any material change in the character of its business, enter into certain related - party transactions, and use proceeds other than for partnership purposes. The RCF also contains various customary covenants, certain events of default, and a maximum consolidated leverage ratio as of the end of each fiscal quarter (which is defined as the ratio of consolidated indebtedness as of the last day of a fiscal quarter to Consolidated EBITDA, as defined in the RCF agreement, for the most - recent four - consecutive fiscal quarters ending on such day) of 5.0 to 1.0, or a consolidated leverage ratio of 5.5 to 1.0 with respect to quarters ending in the 270 - day period immediately following certain acquisitions. As a result of certain covenants contained in the RCF, our capacity to borrow under the RCF may be limited. 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 % at December 31, 2024 and 2023. As of December 31, 2024, WES Operating was in compliance with all covenants under the RCF. 128 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. DEBT AND INTEREST EXPENSE 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 December 31, 2024, there were no outstanding borrowings under the commercial paper program. Interest expense. The following table summarizes the amounts included in interest expense: Year Ended December 31, thousands 2024 2023 2022 Long - term and short - term debt $ ( 377,850 ) $ ( 348,393 ) $ ( 326,949 ) Finance lease liabilities ( 2,573 ) ( 1,083 ) ( 414 ) Commitment fees and amortization of debt-related costs ( 13,305 ) ( 12,395 ) ( 12,212 ) Capitalized interest 15,215 13,643 5,636 Interest expense $ ( 378,513 ) $ ( 348,228 ) $ ( 333,939 ) 14. LEASES Lessee. 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: December 31, 2024 2023 thousands except lease terms and discount rates Operating Leases Finance Leases Operating Leases Finance Leases Assets Other assets $ 219,500 $ — $ 84,279 $ — Net property, plant, and equipment — 33,771 — 36,958 Total lease assets (1) $ 219,500 $ 33,771 $ 84,279 $ 36,958 Liabilities Accrued liabilities $ 58,897 $ — $ 11,259 $ — Short-term debt — 10,956 — 7,436 Other liabilities 143,801 — 48,459 — Long-term debt — 23,329 — 28,668 Total lease liabilities (1) $ 202,698 $ 34,285 $ 59,718 $ 36,104 Weighted-average remaining lease term (years) 4 5 9 6 Weighted-average discount rate (%) 5.7 7.0 4.6 7.1 ________________________________________________________________________________________ (1) Includes additions to ROU assets and lease liabilities of $ 154.1 million and $ 33.1 million related to operating leases for the years ended December 31, 2024 and 2023, respectively. 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. 129 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. LEASES The following table summarizes the Partnership’s lease cost: Year Ended December 31, thousands 2024 2023 2022 Operating lease cost $ 17,086 $ 15,457 $ 14,767 Short-term lease cost 58,838 48,343 38,875 Variable lease cost 3,773 3,930 5,611 Sublease income ( 587 ) ( 311 ) ( 414 ) Finance lease cost Amortization of ROU assets 7,433 3,487 5,377 Interest on lease liabilities 2,573 1,083 414 Total lease cost $ 89,116 $ 71,989 $ 64,630 The following table summarizes cash paid for amounts included in the measurement of lease liabilities: Year Ended December 31, 2024 2023 2022 thousands Operating Leases Finance Leases Operating Leases Finance Leases Operating Leases Finance Leases Operating cash flows $ 15,627 $ 2,573 $ 14,217 $ 1,083 $ 13,616 $ 229 Financing cash flows — 6,065 — 3,076 — 4,318 The following table reconciles the undiscounted cash flows to the operating and finance lease liabilities at December 31, 2024: Operating Leases Finance Leases 2025 $ 60,469 $ 11,492 2026 62,650 10,245 2027 63,959 6,787 2028 8,920 6,580 2029 9,230 3,795 Thereafter 29,010 — Total lease payments 234,238 38,899 Less portion representing imputed interest 31,540 4,614 Total lease liabilities $ 202,698 $ 34,285 130 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. EQUITY-BASED COMPENSATION The general partner has the authority to grant equity compensation awards to its outside directors, executive officers, and employees under the Western Gas Partners, LP 2017 Long-Term Incentive Plan (the “2017 LTIP”) and the Western Midstream Partners, LP 2021 Long - Term Incentive Plan (the “2021 LTIP”). These plans are collectively referred to as the “WES LTIPs.” The 2017 LTIP and the 2021 LTIP permit the issuance of up to 3,431,251 and 9,500,000 units, respectively, of which 322,228 and 8,385,682 units, respectively, remained available for future issuance as of December 31, 2024. The Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan expired during the year ended December 31, 2022. On March 22, 2021, the Board approved the 2021 LTIP. Subject to the capitalization adjustment provisions included in the 2021 LTIP, the total aggregate number of common units that may be delivered with respect to awards under the 2021 LTIP is 9,500,000 (the “2021 LTIP Limit”). 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, 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. The Board awards phantom units (the “Awards”) to certain members of the leadership team of the Partnership under the WES LTIPs. The Awards include (i) an award of time-vested phantom units that vest ratably over a period of three years (“Time-Based Awards”), (ii) a market-based award that vests after a performance period of three years based on the Partnership’s relative total unitholder return as compared to a group of peer companies (“TUR Awards”), and (iii) a performance award that vests based on the Partnership’s average return on assets over a performance period of three years (“ROA Awards”). At vesting, the number of vested units for the TUR Awards and the ROA Awards will be determined in accordance with the terms of the respective award agreements that provide for payout percentages ranging from 0 % to 200 % based on results achieved over the applicable performance period. At vesting, the Awards generally will be settled in Partnership common units. Prior to vesting, the Awards granted in 2020 paid in-kind distributions in the form of Partnership common units. During the years ended December 31, 2023, and 2022, the Partnership issued 3,253 and 13,754 common units, respectively, as in-kind distributions under such Awards. Prior to vesting, the Time-Based Awards granted after 2020 pay distribution equivalents in cash ratably. The TUR and ROA Awards granted after 2020 pay cash distributions at vesting based on actual performance. In addition, time-vested phantom units may be awarded under the WES LTIPs to non-executive employees and outside directors of the Partnership, which vest ratably over a period of three years and one year from the grant date, respectively. Prior to vesting, the awards to non-executive employees and outside directors pay distribution equivalents in cash. The equity-based compensation expense attributable to these awards is amortized over the vesting periods applicable to the awards using the straight-line method. Expense is recognized based on the grant-date fair value and recorded, net of actual forfeitures, as General and administrative expense in the consolidated statements of operations. The fair value of the Time-Based Awards and non-executive awards is based on the observable market price of the Partnership’s units on the grant date of the award. The fair value of the TUR Awards is determined using a Monte Carlo simulation at the grant date of the award. The fair value of the ROA Awards is based on the observable market price of the Partnership’s units on the grant date of the award and compensation expense is adjusted quarterly based on the estimated performance rating at vesting. The total fair value of phantom units vested was $ 38.2 million, $ 23.4 million, and $ 21.7 million for the years ended December 31, 2024, 2023, and 2022, respectively, based on the market price at the vesting date. Compensation expense for the WES LTIPs was $ 38.0 million, $ 32.0 million, and $ 25.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, the Partnership had $ 49.7 million of estimated unrecognized compensation expense attributable to the WES LTIPs that will be recognized over a weighted-average period of 1.1 years. 131 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. EQUITY-BASED COMPENSATION The following table summarizes time-vested award activity under the WES LTIPs: 2024 2023 2022 Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Non-vested units at beginning of year $ 26.24 1,736,702 $ 21.33 1,689,030 $ 16.97 1,775,672 Granted 29.39 1,393,972 28.19 1,140,789 26.11 866,900 Vested 25.25 ( 1,018,247 ) 19.66 ( 910,062 ) 16.84 ( 793,367 ) Forfeited 27.87 ( 298,663 ) 25.73 ( 183,055 ) 21.12 ( 160,175 ) Non-vested units at end of year 28.96 1,813,764 26.24 1,736,702 21.33 1,689,030 The following table summarizes TUR Awards activity under the WES LTIPs: 2024 2023 2022 Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Non-vested units at beginning of year $ 32.22 463,529 $ 24.62 388,817 $ 21.17 325,217 Granted 36.15 360,497 40.44 231,395 37.80 94,173 Vested 22.77 ( 304,445 ) 17.79 ( 155,052 ) — — Forfeited 37.28 ( 96,693 ) 40.22 ( 1,631 ) 28.54 ( 30,573 ) Non-vested units at end of year 38.01 422,888 32.22 463,529 24.62 388,817 The following table summarizes ROA Awards activity under the WES LTIPs: 2024 2023 2022 Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Non-vested units at beginning of year $ 22.51 463,529 $ 18.12 388,817 $ 16.01 325,217 Granted 27.98 407,789 28.48 245,143 25.95 94,173 Vested 15.88 ( 351,737 ) 16.27 ( 168,800 ) — — Forfeited 28.04 ( 96,694 ) 28.38 ( 1,631 ) 19.74 ( 30,573 ) Non-vested units at end of year 27.78 422,887 22.51 463,529 18.12 388,817 132 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. COMMITMENTS AND CONTINGENCIES Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of December 31, 2024 and 2023, the consolidated balance sheets included $ 4.0 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. The majority of payments related to these obligations are expected to be made over the next year. See Note 11 . Management regularly monitors the remediation and reclamation process and the liabilities recorded and believes its environmental obligations are adequate to fund remedial actions required to comply with present laws and regulations, and that the ultimate liability for these matters, if any, will not differ materially from recorded amounts nor materially affect the overall results of operations, cash flows, or financial condition. There can be no assurance, however, that current regulatory requirements will not change, or past non-compliance with environmental issues will not be discovered. 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, Powder River Basin complex, DBM water systems, DJ Basin complex, and DBM oil system. 17. 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. 133 Table of Contents WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. 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: (2) 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 Other (5) ( 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. 134 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.