Companies: 10,652     total market cap: $139.475 T
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Western Midstream
WES
#1316
Rank
$16.91 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$41.46
Share price
-0.77%
Change (1 day)
7.08%
Change (1 year)
๐Ÿ›ข Oil&Gas โšก Energy
Categories
  1. Western Midstream
  2. Quarterly Reports (10-Q)
  3. Submitted on 2024-08-07

Western Midstream - 10-Q quarterly report FY


Text size:
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024

Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to      
WESTERN MIDSTREAM PARTNERS, LP
WESTERN MIDSTREAM OPERATING, LP
(Exact name of registrant as specified in its charter)
Commission file number:State or other jurisdiction of incorporation or organization:I.R.S. Employer Identification No.:
Western Midstream Partners, LP001-35753Delaware46-0967367
Western Midstream Operating, LP001-34046Delaware26-1075808
Address of principal executive offices:Zip Code:Registrant’s telephone number, including area code:
Western Midstream Partners, LP9950 Woodloch Forest Drive, Suite 2800The Woodlands,Texas77380(346)786-5000
Western Midstream Operating, LP9950 Woodloch Forest Drive, Suite 2800The Woodlands,Texas77380(346)786-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of exchange
on which registered
Common units outstanding as of August 2, 2024:
Western Midstream Partners, LPCommon unitsWESNew York Stock Exchange380,492,104
Western Midstream Operating, LPNoneNoneNoneNone
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Western Midstream Partners, LPYes
þ
No
¨
Western Midstream Operating, LPYes
þ
No
¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Western Midstream Partners, LPYes
þ
No
¨
Western Midstream Operating, LPYes
þ
No
¨



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Western Midstream Partners, LPLarge Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
þ☐☐☐☐
Western Midstream Operating, LPLarge Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
☐☐þ☐☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Western Midstream Partners, LP¨
Western Midstream Operating, LP¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Western Midstream Partners, LPYes☐No
þ
Western Midstream Operating, LPYes☐
No
þ

FILING FORMAT

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

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


TABLE OF CONTENTS
PAGE
PART I
Item 1.
Western Midstream Partners, LP
Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023
6
Consolidated Balance Sheets as of June 30, 2024, and December 31, 2023
7
Consolidated Statements of Equity and Partners’ Capital for the three and six months ended June 30, 2024 and 2023
8
Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023
9
Western Midstream Operating, LP
Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023
10
Consolidated Balance Sheets as of June 30, 2024, and December 31, 2023
11
Consolidated Statements of Equity and Partners’ Capital for the three and six months ended June 30, 2024 and 2023
12
Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023
13
Notes to Consolidated Financial Statements
14
Note 1. Description of Business and Basis of Presentation
14
Note 2. Revenue from Contracts with Customers
17
Note 3. Acquisitions and Divestitures
19
Note 4. Partnership Distributions
20
Note 5. Equity and Partners’ Capital
22
Note 6. Related-Party Transactions
23
Note 7. Equity Investments
26
Note 8. Property, Plant, and Equipment
27
Note 9. Selected Components of Working Capital
28
Note 10. Debt and Interest Expense
29
Note 11. Commitments and Contingencies
32
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
33
Cautionary Note Regarding Forward-Looking Statements
33
Executive Summary
35
Outlook
37
Acquisitions and Divestitures
38
Results of Operations
39
Operating Results
39
Reconciliation of Non-GAAP Financial Measures
46
Key Performance Metrics
51
Liquidity and Capital Resources
53
Items Affecting the Comparability of Financial Results with WES Operating
57
Critical Accounting Estimates
58
Recent Accounting Developments
58
Item 3.
58
Item 4.
59
PART II
Item 1.
59
Item 1A.
59
Item 2.
59
Item 5.
60
Item 6.
60
3

COMMONLY USED ABBREVIATIONS AND TERMS

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

Defined TermDefinition
AnadarkoAnadarko Petroleum Corporation and its subsidiaries, excluding our general partner, which became a wholly owned subsidiary of Occidental upon closing of the Occidental Merger on August 8, 2019.
Barrel, Bbl, Bbls/d, MBbls/d42 U.S. gallons measured at 60 degrees Fahrenheit, barrels per day, thousand barrels per day.
BoardThe board of directors of WES’s general partner.
ChipetaChipeta Processing, LLC, in which we are the managing member of and own a 75% interest.
CondensateA natural-gas liquid with a low vapor pressure compared to drip condensate, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions.
DBM water systemsProduced-water gathering and disposal systems in West Texas.
DJ Basin complex
The Platte Valley, Fort Lupton, Wattenberg, Lancaster, and Latham processing plants, and the Wattenberg gathering system.
EBITDA
Earnings before interest, taxes, depreciation, and amortization. For a definition of “Adjusted EBITDA,” see Reconciliation of Non-GAAP Financial Measures under Part I, Item 2 of this Form 10-Q.
Exchange ActThe Securities Exchange Act of 1934, as amended.
FRP
Front Range Pipeline LLC, in which we own a 33.33% interest.
GAAP
Generally accepted accounting principles in the United States.
General partner
Western Midstream Holdings, LLC, the general partner of the Partnership.
Imbalance
Imbalances result from (i) differences between gas and NGLs volumes nominated by customers and gas and NGLs volumes received from those customers and (ii) differences between gas and NGLs volumes received from customers and gas and NGLs volumes delivered to those customers.
Marcellus Interest
The 33.75% interest in the Larry’s Creek, Seely, and Warrensville gas-gathering systems and related facilities located in northern Pennsylvania that we sold in April 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Mcf, MMcf, MMcf/d
Thousand cubic feet, million cubic feet, million cubic feet per day.
Meritage
Meritage Midstream Services II, LLC, which was acquired by the Partnership on October 13, 2023.
Mi Vida
Mi Vida JV LLC, in which we own a 50% interest.
MLP
Master limited partnership.
Mont Belvieu JV
Enterprise EF78 LLC, in which we owned a 25% interest that we sold in February 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Natural-gas liquid(s) or NGL(s)
The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature.
Occidental
Occidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner.
Panola
Panola Pipeline Company, LLC, in which we owned a 15% interest that we sold in March 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Powder River Basin complex
The Hilight system and assets acquired from Meritage, which includes a gathering system, processing plants, and the Thunder Creek NGL pipeline (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Produced water
Byproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs.
RCF
WES Operating’s $2.0 billion senior unsecured revolving credit facility.
Red Bluff Express
Red Bluff Express Pipeline, LLC, in which we own a 30% interest.
Related parties
Occidental, the Partnership’s equity interests (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q), and the Partnership and WES Operating for transactions that eliminate upon consolidation.
Rendezvous
Rendezvous Gas Services, LLC, in which we own a 22% interest.
4

Defined TermDefinition
Residue
The natural gas remaining after the unprocessed natural-gas stream has been processed or treated.
Saddlehorn
Saddlehorn Pipeline Company, LLC, in which we owned a 20% interest that we sold in March 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
SEC
U.S. Securities and Exchange Commission.
Services Agreement
That certain amended and restated Services, Secondment, and Employee Transfer Agreement, dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP.
Skim oil
A crude-oil byproduct that is recovered during the produced-water gathering and disposal process.
Springfield system
The Springfield gas-gathering system and Springfield oil-gathering system.
TEG
Texas Express Gathering LLC, in which we own a 20% interest.
TEP
Texas Express Pipeline LLC, in which we own a 20% interest.
WES Operating
Western Midstream Operating, LP, formerly known as Western Gas Partners, LP, and its subsidiaries.
WES Operating GP
Western Midstream Operating GP, LLC, the general partner of WES Operating.
West Texas complex
The Delaware Basin Midstream complex and DBJV and Haley systems.
WGRAH
WGR Asset Holding Company LLC, a subsidiary of Occidental.
White Cliffs
White Cliffs Pipeline, LLC, in which we own a 10% interest.
Whitethorn LLC
Whitethorn Pipeline Company LLC, in which we owned a 20% interest that we sold in February 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Whitethorn
A crude-oil and condensate pipeline, and related storage facilities, owned by Whitethorn LLC.
$1.25 billion Purchase Program
The $1.25 billion buyback program ending December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

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PART I. FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended 
June 30,		Six Months Ended 
June 30,
thousands except per-unit amounts
2024202320242023
Revenues and other
Service revenues – fee based$793,785 $661,506 $1,575,047 $1,309,373 
Service revenues – product based61,466 46,956 128,206 93,766 
Product sales50,111 29,659 89,403 68,684 
Other267 152 702 432 
Total revenues and other (1)
905,629 738,273 1,793,358 1,472,255 
Equity income, net – related parties27,431 42,324 60,250 81,345 
Operating expenses
Cost of product54,010 44,746 100,089 96,205 
Operation and maintenance223,319 183,431 418,258 357,670 
General and administrative62,933 53,405 130,772 104,522 
Property and other taxes17,429 18,547 31,349 25,378 
Depreciation and amortization163,432 143,492 321,423 288,118 
Long-lived asset and other impairments (2)
1,530 234 1,553 52,635 
Total operating expenses (3)
522,653 443,855 1,003,444 924,528 
Gain (loss) on divestiture and other, net59,342 (70)298,959 (2,188)
Operating income (loss)469,749 336,672 1,149,123 626,884 
Interest expense(90,522)(86,182)(185,028)(167,852)
Gain (loss) on early extinguishment of debt4,879 6,813 5,403 6,813 
Other income (expense), net4,213 2,872 6,559 4,087 
Income (loss) before income taxes388,319 260,175 976,057 469,932 
Income tax expense (benefit)755 659 2,277 2,075 
Net income (loss)387,564 259,516 973,780 467,857 
Net income (loss) attributable to noncontrolling interests8,916 6,595 22,302 11,291 
Net income (loss) attributable to Western Midstream Partners, LP$378,648 $252,921 $951,478 $456,566 
Limited partners’ interest in net income (loss):
Net income (loss) attributable to Western Midstream Partners, LP$378,648 $252,921 $951,478 $456,566 
General partner interest in net (income) loss(8,807)(5,821)(22,137)(10,507)
Limited partners’ interest in net income (loss) (4)
369,841 247,100 929,341 446,059 
Net income (loss) per common unit – basic (4)
$0.97 $0.64 $2.44 $1.16 
Net income (loss) per common unit – diluted (4)
$0.97 $0.64 $2.43 $1.16 
Weighted-average common units outstanding – basic (4)
380,491 384,614 380,258 384,542 
Weighted-average common units outstanding – diluted (4)
382,253 385,510 381,933 385,665 
_________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $534.1 million and $1,033.9 million for the three and six months ended June 30, 2024, respectively, and $441.6 million and $890.4 million for the three and six months ended June 30, 2023, respectively. See Note 6.
(2)See Note 8.
(3)Total operating expenses includes related-party amounts of $0.3 million and $(25.7) million for the three and six months ended June 30, 2024, respectively, and $(14.1) million and $(17.2) million for the three and six months ended June 30, 2023, respectively, all primarily related to changes in imbalance positions. See Note 6.
(4)See Note 5.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of unitsJune 30,
2024		December 31,
2023
ASSETS
Current assets
Cash and cash equivalents$344,119 $272,787 
Accounts receivable, net684,317 666,637 
Other current assets39,854 52,986 
Total current assets1,068,290 992,410 
Property, plant, and equipment
Cost15,147,641 14,945,431 
Less accumulated depreciation5,503,228 5,290,415 
Net property, plant, and equipment9,644,413 9,655,016 
Goodwill4,783 4,783 
Other intangible assets665,574 681,408 
Equity investments540,539 904,535 
Other assets (1)
256,902 233,455 
Total assets (2)
$12,180,501 $12,471,607 
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables$364,805 $362,451 
Short-term debt
8,507 617,748 
Accrued ad valorem taxes34,751 61,285 
Accrued liabilities226,057 262,572 
Total current liabilities634,120 1,304,056 
Long-term liabilities
Long-term debt
7,138,092 7,283,556 
Deferred income taxes15,727 15,468 
Asset retirement obligations371,501 359,185 
Other liabilities597,052 480,212 
Total long-term liabilities
8,122,372 8,138,421 
Total liabilities (3)
8,756,492 9,442,477 
Equity and partners’ capital
Common units (380,491,374 and 379,519,983 units issued and outstanding at June 30, 2024, and December 31, 2023, respectively)
3,271,033 2,894,231 
General partner units (9,060,641 units issued and outstanding at June 30, 2024, and December 31, 2023)
12,192 3,193 
Total partners’ capital3,283,225 2,897,424 
Noncontrolling interests140,784 131,706 
Total equity and partners’ capital3,424,009 3,029,130 
Total liabilities, equity, and partners’ capital$12,180,501 $12,471,607 
________________________________________________________________________________________
(1)Other assets includes $5.2 million and $5.7 million of NGLs line-fill inventory as of June 30, 2024, and December 31, 2023, respectively. Other assets also includes $120.6 million and $96.3 million of materials and supplies inventory as of June 30, 2024, and December 31, 2023, respectively.
(2)Total assets includes related-party amounts of $954.4 million and $1.3 billion as of June 30, 2024, and December 31, 2023, respectively, which includes related-party Accounts receivable, net of $369.1 million and $358.1 million as of June 30, 2024, and December 31, 2023, respectively. See Note 6.
(3)Total liabilities includes related-party amounts of $490.5 million and $378.8 million as of June 30, 2024, and December 31, 2023, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
Partners’ Capital
thousandsCommon
Units		General Partner
Units		Noncontrolling
Interests		Total
Balance at December 31, 2023$2,894,231 $3,193 $131,706 $3,029,130 
Net income (loss)559,500 13,330 13,386 586,216 
Distributions to Chipeta noncontrolling interest owner— — (1,085)(1,085)
Distributions to noncontrolling interest owner of WES Operating— — (4,591)(4,591)
Distributions to Partnership unitholders(218,228)(5,210)— (223,438)
Equity-based compensation expense
9,423 — — 9,423 
Other(19,364)— — (19,364)
Balance at March 31, 2024$3,225,562 $11,313 $139,416 $3,376,291 
Net income (loss)369,841 8,807 8,916 387,564 
Distributions to Chipeta noncontrolling interest owner— — (593)(593)
Distributions to noncontrolling interest owner of WES Operating— — (6,955)(6,955)
Distributions to Partnership unitholders(332,930)(7,928)— (340,858)
Equity-based compensation expense
10,391 — — 10,391 
Other(1,831)— — (1,831)
Balance at June 30, 2024$3,271,033 $12,192 $140,784 $3,424,009 

Partners’ Capital
thousandsCommon
Units		General Partner
Units		Noncontrolling
Interests		Total
Balance at December 31, 2022$2,969,604 $2,105 $136,406 $3,108,115 
Net income (loss)198,959 4,686 4,696 208,341 
Distributions to Chipeta noncontrolling interest owner— — (2,240)(2,240)
Distributions to noncontrolling interest owner of WES Operating— — (4,271)(4,271)
Distributions to Partnership unitholders(192,039)(4,530)— (196,569)
Unit repurchases (1)
(7,061)— — (7,061)
Equity-based compensation expense
7,199 — — 7,199 
Other(11,950)— — (11,950)
Balance at March 31, 2023$2,964,712 $2,261 $134,591 $3,101,564 
Net income (loss)247,100 5,821 6,595 259,516 
Distributions to Chipeta noncontrolling interest owner— — (1,230)(1,230)
Distributions to noncontrolling interest owner of WES Operating— — (6,860)(6,860)
Distributions to Partnership unitholders(329,227)(7,760)— (336,987)
Unit repurchases (1)
(41)— — (41)
Equity-based compensation expense
7,665 — — 7,665 
Other(1,464)— — (1,464)
Balance at June 30, 2023$2,888,745 $322 $133,096 $3,022,163 
_________________________________________________________________________________________
(1)See Note 5.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Six Months Ended 
June 30,
thousands20242023
Cash flows from operating activities
Net income (loss)$973,780 $467,857 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization321,423 288,118 
Long-lived asset and other impairments
1,553 52,635 
Non-cash equity-based compensation expense
19,814 14,864 
Deferred income taxes259 855 
Accretion and amortization of long-term obligations, net
4,663 4,095 
Equity income, net – related parties(60,250)(81,345)
Distributions from equity-investment earnings – related parties
57,004 82,871 
(Gain) loss on divestiture and other, net(298,959)2,188 
(Gain) loss on early extinguishment of debt(5,403)(6,813)
Other149 399 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net(25,278)41 
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net(87,045)(99,575)
Change in other items, net129,416 67,057 
Net cash provided by operating activities1,031,126 793,247 
Cash flows from investing activities
Capital expenditures(405,653)(334,570)
Acquisitions from third parties(443)— 
Contributions to equity investments – related parties— (132)
Distributions from equity investments in excess of cumulative earnings – related parties24,303 23,179 
Proceeds from the sale of assets to third parties788,941 — 
(Increase) decrease in materials and supplies inventory and other(25,294)(19,145)
Net cash provided by (used in) investing activities
381,854 (330,668)
Cash flows from financing activities
Borrowings, net of debt issuance costs (1,206)956,225 
Repayments of debt (143,852)(918,332)
Commercial paper borrowings (repayments), net
(610,312)— 
Increase (decrease) in outstanding checks14,172 (2,951)
Distributions to Partnership unitholders (1)
(564,296)(533,556)
Distributions to Chipeta noncontrolling interest owner(1,678)(3,470)
Distributions to noncontrolling interest owner of WES Operating(11,546)(11,131)
Unit repurchases
— (7,102)
Other(22,930)(14,965)
Net cash provided by (used in) financing activities(1,341,648)(535,282)
Net increase (decrease) in cash and cash equivalents71,332 (72,703)
Cash and cash equivalents at beginning of period272,787 286,656 
Cash and cash equivalents at end of period$344,119 $213,953 
Supplemental disclosures
Interest paid, net of capitalized interest$177,539 $158,376 
Income taxes paid (reimbursements received)— 1,271 
Accrued capital expenditures116,143 116,466 
_________________________________________________________________________________________
(1)Includes related-party amounts. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Three Months Ended 
June 30,		Six Months Ended 
June 30,
thousands 2024202320242023
Revenues and other
Service revenues – fee based$793,785 $661,506 $1,575,047 $1,309,373 
Service revenues – product based61,466 46,956 128,206 93,766 
Product sales50,111 29,659 89,403 68,684 
Other267 152 702 432 
Total revenues and other (1)
905,629 738,273 1,793,358 1,472,255 
Equity income, net – related parties27,431 42,324 60,250 81,345 
Operating expenses
Cost of product54,010 44,746 100,089 96,205 
Operation and maintenance223,319 183,431 418,258 357,670 
General and administrative62,001 52,219 129,480 103,104 
Property and other taxes17,429 18,547 31,349 25,378 
Depreciation and amortization163,432 143,492 321,423 288,118 
Long-lived asset and other impairments (2)
1,530 234 1,553 52,635 
Total operating expenses (3)
521,721 442,669 1,002,152 923,110 
Gain (loss) on divestiture and other, net59,342 (70)298,959 (2,188)
Operating income (loss)470,681 337,858 1,150,415 628,302 
Interest expense(90,522)(86,182)(185,028)(167,852)
Gain (loss) on early extinguishment of debt4,879 6,813 5,403 6,813 
Other income (expense), net4,145 2,743 6,432 3,933 
Income (loss) before income taxes389,183 261,232 977,222 471,196 
Income tax expense (benefit)755 659 2,277 2,075 
Net income (loss)388,428 260,573 974,945 469,121 
Net income (loss) attributable to noncontrolling interest1,169 1,410 2,855 1,945 
Net income (loss) attributable to Western Midstream Operating, LP$387,259 $259,163 $972,090 $467,176 
________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $534.1 million and $1,033.9 million for the three and six months ended June 30, 2024, respectively, and $441.6 million and $890.4 million for the three and six months ended June 30, 2023, respectively. See Note 6.
(2)See Note 8.
(3)Total operating expenses includes related-party amounts of $1.1 million and $(23.6) million for the three and six months ended June 30, 2024, respectively, and $(13.4) million and $(15.3) million for the three and six months ended June 30, 2023, respectively, all primarily related to changes in imbalance positions. See Note 6.

See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of unitsJune 30,
2024		December 31,
2023
ASSETS
Current assets
Cash and cash equivalents$337,847 $268,184 
Accounts receivable, net690,419 666,615 
Other current assets38,688 50,468 
Total current assets1,066,954 985,267 
Property, plant, and equipment
Cost15,147,641 14,945,431 
Less accumulated depreciation5,503,228 5,290,415 
Net property, plant, and equipment9,644,413 9,655,016 
Goodwill4,783 4,783 
Other intangible assets665,574 681,408 
Equity investments540,539 904,535 
Other assets (1)
253,422 231,644 
Total assets (2)
$12,175,685 $12,462,653 
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables$364,788 $392,752 
Short-term debt
8,507 617,748 
Accrued ad valorem taxes34,751 61,285 
Accrued liabilities180,720 203,461 
Total current liabilities588,766 1,275,246 
Long-term liabilities
Long-term debt
7,138,092 7,283,556 
Deferred income taxes15,727 15,468 
Asset retirement obligations371,501 359,185 
Other liabilities593,574 476,844 
Total long-term liabilities
8,118,894 8,135,053 
Total liabilities (3)
8,707,660 9,410,299 
Equity and partners’ capital
Common units (318,675,578 units issued and outstanding at June 30, 2024, and December 31, 2023)
3,441,525 3,027,031 
Total partners’ capital3,441,525 3,027,031 
Noncontrolling interest26,500 25,323 
Total equity and partners’ capital3,468,025 3,052,354 
Total liabilities, equity, and partners’ capital$12,175,685 $12,462,653 
_________________________________________________________________________________________
(1)Other assets includes $5.2 million and $5.7 million of NGLs line-fill inventory as of June 30, 2024, and December 31, 2023, respectively. Other assets also includes $120.6 million and $96.3 million of materials and supplies inventory as of June 30, 2024, and December 31, 2023, respectively.
(2)Total assets includes related-party amounts of $957.0 million and $1.3 billion as of June 30, 2024, and December 31, 2023, respectively, which includes related-party Accounts receivable, net of $375.2 million and $358.1 million as of June 30, 2024, and December 31, 2023, respectively. See Note 6.
(3)Total liabilities includes related-party amounts of $490.2 million and $409.5 million as of June 30, 2024, and December 31, 2023, respectively. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
thousandsCommon
Units		Noncontrolling
Interest		Total
Balance at December 31, 2023$3,027,031 $25,323 $3,052,354 
Net income (loss)584,831 1,686 586,517 
Distributions to Chipeta noncontrolling interest owner— (1,085)(1,085)
Distributions to WES Operating unitholders(229,446)— (229,446)
Contributions of equity-based compensation from WES
9,278 — 9,278 
Balance at March 31, 2024$3,391,694 $25,924 $3,417,618 
Net income (loss)387,259 1,169 388,428 
Distributions to Chipeta noncontrolling interest owner— (593)(593)
Distributions to WES Operating unitholders(347,675)— (347,675)
Contributions of equity-based compensation from WES
10,247 — 10,247 
Balance at June 30, 2024$3,441,525 $26,500 $3,468,025 

thousandsCommon
Units		Noncontrolling
Interest		Total
Balance at December 31, 2022$3,092,012 $28,095 $3,120,107 
Net income (loss)208,013 535 208,548 
Distributions to Chipeta noncontrolling interest owner— (2,240)(2,240)
Distributions to WES Operating unitholders(213,513)— (213,513)
Contributions of equity-based compensation from WES
7,058 — 7,058 
Balance at March 31, 2023$3,093,570 $26,390 $3,119,960 
Net income (loss)259,163 1,410 260,573 
Distributions to Chipeta noncontrolling interest owner— (1,230)(1,230)
Distributions to WES Operating unitholders(342,895)— (342,895)
Contributions of equity-based compensation from WES
7,519 — 7,519 
Balance at June 30, 2023$3,017,357 $26,570 $3,043,927 
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Six Months Ended 
June 30,
thousands20242023
Cash flows from operating activities
Net income (loss)$974,945 $469,121 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization321,423 288,118 
Long-lived asset and other impairments
1,553 52,635 
Non-cash equity-based compensation expense
19,525 14,577 
Deferred income taxes259 855 
Accretion and amortization of long-term obligations, net
4,663 4,095 
Equity income, net – related parties(60,250)(81,345)
Distributions from equity-investment earnings – related parties
57,004 82,871 
(Gain) loss on divestiture and other, net(298,959)2,188 
(Gain) loss on early extinguishment of debt(5,403)(6,813)
Other149 399 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net(31,401)61 
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net(103,623)(114,355)
Change in other items, net129,620 67,490 
Net cash provided by operating activities1,009,505 779,897 
Cash flows from investing activities
Capital expenditures(405,653)(334,570)
Acquisitions from third parties(443)— 
Contributions to equity investments – related parties— (132)
Distributions from equity investments in excess of cumulative earnings – related parties24,303 23,179 
Proceeds from the sale of assets to third parties788,941 — 
(Increase) decrease in materials and supplies inventory and other(25,294)(19,145)
Net cash provided by (used in) investing activities
381,854 (330,668)
Cash flows from financing activities
Borrowings, net of debt issuance costs(1,206)956,225 
Repayments of debt (143,852)(918,332)
Commercial paper borrowings (repayments), net
(610,312)— 
Increase (decrease) in outstanding checks14,208 (2,951)
Distributions to WES Operating unitholders (1)
(577,121)(556,408)
Distributions to Chipeta noncontrolling interest owner(1,678)(3,470)
Other(1,735)(1,550)
Net cash provided by (used in) financing activities(1,321,696)(526,486)
Net increase (decrease) in cash and cash equivalents69,663 (77,257)
Cash and cash equivalents at beginning of period268,184 286,101 
Cash and cash equivalents at end of period$337,847 $208,844 
Supplemental disclosures
Interest paid, net of capitalized interest$177,539 $158,376 
Income taxes paid (reimbursements received)— 1,271 
Accrued capital expenditures116,143 116,466 
________________________________________________________________________________________
(1)Includes related-party amounts. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

General. Western Midstream Partners, LP is a Delaware master limited partnership formed in September 2012. Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream assets. Western Midstream Partners, LP owns, directly and indirectly, a 98.0% limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non-economic general partner interest in WES Operating.
For purposes of these consolidated financial statements, the “Partnership” refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding Western Midstream Holdings, LLC. Anadarko became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko on August 8, 2019. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and the Partnership and WES Operating for transactions that eliminate upon consolidation (see Note 6).
The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids (“NGLs”), and crude oil; and gathering and disposing of produced water. In its capacity as a natural-gas processor, the Partnership also buys and sells natural gas, NGLs, and condensate on behalf of itself and its customers under certain contracts. As of June 30, 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 facilities38 3 — 
Natural-gas processing plants/trains
25 3 1 
NGLs pipelines3 — 4 
Natural-gas pipelines
6 — 1 
Crude-oil pipelines
3 1 1 
_________________________________________________________________________________________
(1)Includes the DBM water systems.

These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments (see table below). All significant intercompany transactions have been eliminated.
The following table outlines the ownership interests and the accounting method of consolidation used in the consolidated financial statements for entities not wholly owned (see Note 7):
Percentage Interest
Full consolidation
Chipeta (1)
75.00 %
Proportionate consolidation (2)
Springfield system50.10 %
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.

Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2023 Form 10-K, as filed with the SEC on February 21, 2024. Management believes that the disclosures made are adequate to make the information not misleading.
The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements. Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately. The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (iv) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (v) transactions between the Partnership and WES Operating that eliminate upon consolidation.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Presentation of the Partnership’s assets. The Partnership’s assets include assets owned and ownership interests accounted for by the Partnership under the equity method of accounting, through its 98.0% partnership interest in WES Operating, as of June 30, 2024 (see Note 7). The Partnership also owns and controls the entire non-economic general partner interest in WES Operating GP, and the Partnership’s general partner is owned by Occidental.

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

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

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

Equity-based compensation. During the six months ended June 30, 2024, the Partnership issued 971,391 common units under its long-term incentive plans. Compensation expense was $10.4 million and $19.8 million for the three and six months ended June 30, 2024, respectively, and $7.7 million and $14.9 million for the three and six months ended June 30, 2023, respectively.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table summarizes revenue from contracts with customers:
 Three Months Ended 
June 30,		Six Months Ended 
June 30,
thousands2024202320242023
Revenue from customers
Service revenues – fee based$793,785 $661,506 $1,575,047 $1,309,373 
Service revenues – product based61,466 46,956 128,206 93,766 
Product sales50,111 29,659 89,403 68,684 
Total revenue from customers905,362 738,1211,792,656 1,471,823
Revenue from other than customers
Other267 152 702 432 
Total revenues and other$905,629 $738,273 $1,793,358 $1,472,255 

Contract balances. Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $674.2 million and $661.6 million as of June 30, 2024, and December 31, 2023, respectively.
Contract assets primarily relate to (i) revenue accrued but not yet billed under cost-of-service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed. The following table summarizes activity related to contract assets from contracts with customers:
thousands
Contract assets balance at December 31, 2023
$39,292 
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period (1)
(3,834)
Additional estimated revenues recognized (2)
3,740 
Contract assets balance at June 30, 2024
$39,198 
Contract assets at June 30, 2024
Other current assets$10,268 
Other assets28,930 
Total contract assets from contracts with customers$39,198 
_________________________________________________________________________________________
(1)Includes $(1.9) million for the three months ended June 30, 2024.
(2)Includes $1.8 million for the three months ended June 30, 2024.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Contract liabilities primarily relate to (i) fixed and variable fees under cost-of-service contracts that are received from customers for which revenue recognition is deferred, (ii) aid-in-construction payments received from customers that must be recognized over the expected period of customer benefit, and (iii) fees that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of customer benefit. The following table summarizes activity related to contract liabilities from contracts with customers:
thousands
Contract liabilities balance at December 31, 2023
$445,499 
Cash received or receivable, excluding revenues recognized during the period (1)
123,560 
Revenues recognized that were included in the contract liability balance at the beginning of the period (2)
(15,887)
Contract liabilities balance at June 30, 2024
$553,172 
Contract liabilities at June 30, 2024
Accrued liabilities$11,172 
Other liabilities542,000 
Total contract liabilities from contracts with customers$553,172 
_________________________________________________________________________________________
(1)Includes $86.6 million for the three months ended June 30, 2024.
(2)Includes $(4.2) million for the three months ended June 30, 2024.

Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2024, are presented in the table below. The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Therefore, the following table represents only a portion of expected future revenues from existing contracts as most future revenues from customers are dependent on future variable customer volumes and, in some cases, variable commodity prices for those volumes.
thousands
Remainder of 2024
$613,248 
20251,100,674 
20261,036,210 
2027935,681 
2028759,321 
Thereafter2,043,339 
Total$6,488,473 

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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. The sale of the interests in Mont Belvieu JV and Whitethorn LLC also resolved outstanding legal proceedings associated with those assets.

Meritage. On October 13, 2023, the Partnership closed on the acquisition of Meritage Midstream Services II, LLC (“Meritage”) for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from the Partnership’s $600.0 million senior note issuance in September 2023 (see Note 10) and borrowings on the senior unsecured revolving credit facility (“RCF”). The cash purchase price, adjusted for working capital and certain customary post-closing adjustments and reduced by the $38.4 million of cash acquired (as presented in the table below), was $878.2 million.
The assets acquired, located in Converse, Campbell, and Johnson counties, Wyoming, include approximately 1,500 miles of high- and low-pressure natural-gas gathering pipelines, approximately 380 MMcf/d of natural-gas processing capacity, and the Thunder Creek NGL pipeline, which is a 120 mile, 38 MBbls/d FERC-regulated NGL pipeline that connects to the processing facility. The acquisition expands the Partnership’s existing Powder River Basin asset base, increasing total natural-gas processing capacity in that region to 440 MMcf/d.
The Meritage acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed in the Meritage acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the Meritage acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the fourth quarter of 2023.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES

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

thousands
Assets acquired:
Cash and cash equivalents$38,412 
Accounts receivable, net34,060 
Other current assets1,980 
Property, plant, and equipment926,347 
Other assets6,498 
Total assets acquired1,007,297 
Liabilities assumed:
Accounts payable and accrued liabilities
34,733 
Other current liabilities5,451 
Asset retirement obligation22,156 
Other liabilities28,356 
Total liabilities assumed
90,696 
Net assets acquired$916,601 

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

4. PARTNERSHIP DISTRIBUTIONS

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. PARTNERSHIP DISTRIBUTIONS

The Board of Directors of the general partner (the “Board”) declared the following cash distributions to the Partnership’s unitholders for the periods presented:
thousands except per-unit amounts
Quarters Ended
Total Quarterly
Per-unit
Distribution		Total Quarterly
Cash Distribution		Distribution
Date		Record
Date
2023
March 31 (1)
$0.856 $336,987 May 15, 2023May 1, 2023
June 300.5625 221,442 August 14, 2023July 31, 2023
September 300.575 223,432 November 13, 2023November 1, 2023
December 310.575 223,438 February 13, 2024February 1, 2024
2024
March 31$0.875 $340,858 May 15, 2024May 1, 2024
June 300.875 340,859 August 14, 2024August 1, 2024
_________________________________________________________________________________________
(1)Includes the regular quarterly distribution of $0.500 per unit, or $196.8 million, as well as the Enhanced Distribution of $0.356 per unit discussed below.

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

WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGR Asset Holding Company LLC (“WGRAH”), a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating. See Note 5. WES Operating made and/or declared the following cash distributions to its limited partners for the periods presented:
thousands
Quarters Ended
Total Quarterly
Cash Distribution		Distribution
Date
2023
March 31 (1)
$342,895 May 2023
June 30226,260 August 2023
September 30229,446 November 2023
December 31229,446 February 2024
2024
March 31$347,675 May 2024
June 30347,675 August 2024
_________________________________________________________________________________________
(1)Includes amounts related to the Enhanced Distribution discussed above.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. EQUITY AND PARTNERS’ CAPITAL

Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 2024, Occidental held 185,181,578 common units, representing a 47.5% 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 195,309,796 common units, representing a 50.2% limited partner interest in the Partnership.

Partnership equity repurchases. In 2022, the Board authorized the Partnership to buy back up to $1.25 billion of the Partnership’s common units through December 31, 2024 (the “$1.25 billion Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the six months ended June 30, 2024, there were no common units repurchased. During the six months ended June 30, 2023, the Partnership repurchased 287,322 common units for an aggregate purchase price of $7.1 million. The units were canceled immediately upon receipt. As of June 30, 2024, the Partnership had an authorized amount of $627.8 million remaining under the program.

Holdings of WES Operating equity. As of June 30, 2024, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 2.0% limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1).

Partnership’s net income (loss) per common unit. The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted-average ownership percentage during each period using the two-class method.
The Partnership’s basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) by the weighted-average number of common units outstanding during the period. Diluted net income (loss) per common unit includes the effect of outstanding units issued under the Partnership’s long-term incentive plans.
The following table provides a reconciliation between basic and diluted net income (loss) per common unit:
 Three Months Ended 
June 30,		Six Months Ended 
June 30,
thousands except per-unit amounts2024202320242023
Net income (loss)
Limited partners’ interest in net income (loss)$369,841 $247,100 $929,341 $446,059 
Weighted-average common units outstanding
Basic380,491 384,614 380,258 384,542 
Dilutive effect of non-vested phantom units1,762 896 1,675 1,123 
Diluted382,253 385,510 381,933 385,665 
Excluded due to anti-dilutive effect172 1,159 5,591 873 
Net income (loss) per common unit
Basic$0.97 $0.64 $2.44 $1.16 
Diluted$0.97 $0.64 $2.43 $1.16 

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

Summary of related-party transactions. The following tables summarize material related-party transactions included in the Partnership’s consolidated financial statements:
Consolidated statements of operations
 Three Months Ended 
June 30,		Six Months Ended 
June 30,
thousands2024202320242023
Revenues and other
Service revenues – fee based$513,088 $423,330 $1,002,817 $846,831 
Service revenues – product based16,493 6,642 30,550 14,758 
Product sales4,510 11,611 533 28,779 
Total revenues and other534,091 441,583 1,033,900 890,368 
Equity income, net – related parties (1)
27,431 42,324 60,250 81,345 
Operating expenses
Cost of product (2)
(4,635)(15,184)(32,047)(19,131)
Operation and maintenance4,703 903 6,142 1,650 
General and administrative254 217 254 284 
Total operating expenses322 (14,064)(25,651)(17,197)
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes related-party natural-gas and NGLs imbalances.

Consolidated balance sheets
thousandsJune 30,
2024		December 31,
2023
Assets
Accounts receivable, net$369,089 $358,141 
Other current assets2,419 1,260 
Equity investments (1)
540,539 904,535 
Other assets42,359 43,216 
Total assets954,406 1,307,152 
Liabilities
Accounts and imbalance payables43,561 38,541 
Accrued liabilities5,042 4,979 
Other liabilities (2)
441,867 335,320 
Total liabilities490,470 378,840 
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes contract liabilities from contracts with customers. See Note 2.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

Consolidated statements of cash flows
Six Months Ended 
June 30,
thousands20242023
Distributions from equity-investment earnings – related parties
$57,004 $82,871 
Contributions to equity investments – related parties— (132)
Distributions from equity investments in excess of cumulative earnings – related parties24,303 23,179 
Distributions to Partnership unitholders (1)
(281,651)(270,308)
Distributions to WES Operating unitholders (2)
(11,546)(11,131)
_________________________________________________________________________________________
(1)Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership. See Note 4 and Note 5.
(2)Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5.

The following tables summarize material related-party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements:
Consolidated statements of operations
 Three Months Ended 
June 30,		Six Months Ended 
June 30,
thousands2024202320242023
General and administrative (1)
$1,042 $853 $2,348 $2,134 
_________________________________________________________________________________________
(1)Includes an intercompany service fee between the Partnership and WES Operating.

Consolidated balance sheets
thousandsJune 30,
2024		December 31,
2023
Accounts receivable, net (1)
$375,217 $358,141 
Other current assets2,366 1,235 
Other assets38,879 41,405 
Accounts and imbalance payables
43,561 69,472 
Accrued liabilities4,725 4,662 
_________________________________________________________________________________________
(1)Includes balances related to transactions between the Partnership and WES Operating.

Consolidated statements of cash flows
Six Months Ended 
June 30,
thousands20242023
Distributions to WES Operating unitholders (1)
$(577,121)$(556,408)
_________________________________________________________________________________________
(1)Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

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

Gathering and processing agreements. The Partnership has significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of its systems. While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market. Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 34% and 33% for the three and six months ended June 30, 2024, respectively, and 34% and 35% for the three and six months ended June 30, 2023, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 90% for both the three and six months ended June 30, 2024, and 87% and 88% for the three and six months ended June 30, 2023, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was 77% for both the three and six months ended June 30, 2024, and 76% and 78% for the three and six months ended June 30, 2023, respectively.
The Partnership is currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost-of-service rates under an oil-gathering contract related to the Partnership’s DJ Basin oil-gathering system. If such discussions are resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non-cash charge to earnings.
In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to the Partnership’s Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation (“Sanchez”), subsequently Mesquite Energy, Inc. (“Mesquite”), that allowed Mesquite to process gas under such agreement. In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023. For this reason, Anadarko is not liable for any obligations under the Brasada gas processing agreement after June 30, 2023. For all periods presented, either Mesquite or its successor, a subsidiary of Javelin Energy Partners, performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko.

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

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

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

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

7. EQUITY INVESTMENTS

The following table presents the financial statement impact of the Partnership’s equity investments for the six months ended June 30, 2024:

thousandsBalance at December 31, 2023Equity
income, net		Distributions
Distributions
in excess of
cumulative
earnings (1)
Acquisitions and Divestitures (2)
Balance at June 30, 2024
White Cliffs$13,248 $2,453 $(2,453)$(1,676)$— $11,572 
Rendezvous10,815 (1,112)(517)(841)— 8,345 
Mont Belvieu JV88,556 51 (442)(6,047)(82,118)— 
TEG15,185 404 (415)(311)— 14,863 
TEP172,559 15,037 (15,055)(635)— 171,906 
FRP186,551 23,699 (23,786)(4,741)— 181,723 
Whitethorn LLC144,799 1,185 3,326 (4,924)(144,386)— 
Saddlehorn101,760 4,200 (4,124)(3,096)(98,740)— 
Panola18,716 74 (74)(1,021)(17,695)— 
Mi Vida45,424 4,975 (4,180)— — 46,219 
Red Bluff Express106,922 9,284 (9,284)(1,011)— 105,911 
Total$904,535 $60,250 $(57,004)$(24,303)$(342,939)$540,539 
_________________________________________________________________________________________
(1)Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual-investment basis.
(2)See Note 3.

During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties: (i) the 25.00% interest in Mont Belvieu JV, (ii) the 20.00% interest in Whitethorn LLC, (iii) the 15.00% interest in Panola, and (iv) the 20.00% interest in Saddlehorn. See Note 3.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. PROPERTY, PLANT, AND EQUIPMENT

A summary of the historical cost of property, plant, and equipment is as follows:
thousandsEstimated Useful LifeJune 30,
2024		December 31,
2023
LandN/A$12,549 $12,504 
Gathering systems – pipelines30 years5,806,827 5,890,607 
Gathering systems – compressors15 years2,616,159 2,553,602 
Processing complexes and treating facilities25 years4,037,218 3,745,332 
Transportation pipeline and equipment
3 to 48 years
259,091 259,314 
Produced-water disposal systems
20 years1,145,333 1,098,616 
Assets under constructionN/A342,495 479,368 
Other
3 to 40 years
927,969 906,088 
Total property, plant, and equipment15,147,641 14,945,431 
Less accumulated depreciation5,503,228 5,290,415 
Net property, plant, and equipment$9,644,413 $9,655,016 

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

Long-lived asset impairments. During the six months ended June 30, 2023, the Partnership recognized a long-lived asset impairment of $52.1 million for assets located in the Rockies due to a reduction in estimated future cash flows resulting from a contract termination notice received in the first quarter of 2023. This asset was impaired to its estimated fair value of $22.8 million. The fair value was measured using the income approach and Level-3 fair value inputs. The income approach was based on the Partnership’s projected future EBITDA and free cash flows, which requires significant assumptions including, among others, future throughput volumes based on current expectations of producer activity and operating costs.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. SELECTED COMPONENTS OF WORKING CAPITAL

A summary of accounts receivable, net is as follows:
The PartnershipWES Operating
thousandsJune 30,
2024		December 31,
2023		June 30,
2024		December 31,
2023
Trade receivables, net$684,005 $665,892 $690,132 $665,892 
Other receivables, net312 745 287 723 
Total accounts receivable, net$684,317 $666,637 $690,419 $666,615 

A summary of other current assets is as follows:
The PartnershipWES Operating
thousandsJune 30,
2024		December 31,
2023		June 30,
2024		December 31,
2023
NGLs inventory$2,240 $2,557 $2,240 $2,557 
Imbalance receivables4,019 5,056 4,019 5,056 
Prepaid insurance9,736 21,065 8,623 18,571 
Contract assets10,268 9,595 10,268 9,595 
Other13,591 14,713 13,538 14,689 
Total other current assets$39,854 $52,986 $38,688 $50,468 

A summary of accrued liabilities is as follows:
The PartnershipWES Operating
thousandsJune 30,
2024		December 31,
2023		June 30,
2024		December 31,
2023
Accrued interest expense$127,764 $124,937 $127,764 $124,937 
Short-term asset retirement obligations
3,304 7,606 3,304 7,606 
Short-term remediation and reclamation obligations
2,542 5,490 2,542 5,490 
Income taxes payable4,927 2,908 4,927 2,908 
Contract liabilities11,172 16,866 11,172 16,866 
Accrued payroll and benefits44,135 55,237 — 2,243 
Other32,213 49,528 31,011 43,411 
Total accrued liabilities$226,057 $262,572 $180,720 $203,461 
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10. DEBT AND INTEREST EXPENSE

WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances. The following table presents the outstanding debt:
 June 30, 2024December 31, 2023
thousandsPrincipalCarrying
Value
Fair
Value (1)
PrincipalCarrying
Value
Fair
Value (1)
Short-term debt
Commercial paper$— $— $— $613,885 $610,312 $610,312 
Finance lease liabilities8,507 8,507 8,507 7,436 7,436 7,436 
Total short-term debt
$8,507 $8,507 $8,507 $621,321 $617,748 $617,748 
Long-term debt
3.100% Senior Notes due 2025
$663,831 $663,110 $652,898 $666,481 $665,145 $650,765 
3.950% Senior Notes due 2025
336,758 335,961 330,720 349,163 347,938 341,415 
4.650% Senior Notes due 2026
440,505 439,362 432,263 467,204 465,705 459,617 
4.500% Senior Notes due 2028
342,935 340,860 330,627 357,094 354,665 346,121 
4.750% Senior Notes due 2028
336,260 334,564 328,281 382,888 380,747 374,767 
6.350% Senior Notes due 2029
600,000 593,660 619,290 600,000 593,069 626,994 
4.050% Senior Notes due 2030
1,057,134 1,050,941 983,970 1,104,593 1,097,609 1,036,097 
6.150% Senior Notes due 2033
750,000 741,485 766,733 750,000 741,125 780,203 
5.450% Senior Notes due 2044
600,000 594,110 537,918 600,000 594,031 545,154 
5.300% Senior Notes due 2048
700,000 687,861 602,119 700,000 687,735 614,082 
5.500% Senior Notes due 2048
350,000 342,981 303,293 350,000 342,913 312,365 
5.250% Senior Notes due 2050
1,000,000 984,348 871,180 1,000,000 984,206 895,440 
Finance lease liabilities28,849 28,849 28,849 28,668 28,668 28,668 
Total long-term debt
$7,206,272 $7,138,092 $6,788,141 $7,356,091 $7,283,556 $7,011,688 
_________________________________________________________________________________________
(1)Fair value is measured using the market approach and Level-2 fair value inputs.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10. DEBT AND INTEREST EXPENSE

Debt activity. The following table presents the debt activity for the six months ended June 30, 2024:
thousandsCarrying Value
Balance at December 31, 2023$7,901,304 
Commercial paper borrowings (repayments), net (1)
(610,312)
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 liabilities1,252 
Other4,355 
Balance at June 30, 2024$7,146,599 
________________________________________________________________________________________
(1)Net of borrowings and repayments related to commercial paper notes with original maturities of 90 days or less.

WES Operating Senior Notes. WES Operating issued the Fixed-Rate 3.100% Senior Notes due 2025, 4.050% Senior Notes due 2030, 5.250% Senior Notes due 2050, and the Floating-Rate Senior Notes due 2023 in January 2020. Including the effects of the issuance prices, underwriting discounts, and interest-rate adjustments, the effective interest rates of the Senior Notes due 2025, 2030, and 2050, were 3.290%, 4.169%, and 5.363%, respectively, at June 30, 2024, and were 3.791%, 4.671%, and 5.869%, respectively, at June 30, 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 six months ended June 30, 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 June 30, 2024, the 3.100% Senior Notes due 2025 and 3.950% Senior Notes due 2025 were classified as long-term debt on the consolidated balance sheet as WES Operating has the ability and intent to refinance these obligations using long-term debt.
During the third quarter of 2023, WES Operating completed the public offering of $600.0 million in aggregate principal amount of 6.350% Senior Notes due 2029. Net proceeds from the offering were used to fund a portion of the aggregate purchase price for the Meritage acquisition (see Note 3), to pay related costs and expenses, and for general partnership purposes. During the second quarter of 2023, WES Operating completed the public offering of $750.0 million in aggregate principal amount of 6.150% Senior Notes due 2033. Net proceeds from the offering were used to repay borrowings under the RCF and for general partnership purposes. In addition, during 2023, WES Operating purchased and retired $276.7 million of certain of its senior notes via open-market repurchases and redeemed the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value with cash on hand.
As of June 30, 2024, WES Operating was in compliance with all covenants under the relevant governing indentures.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10. DEBT AND INTEREST EXPENSE

Revolving credit facility. In 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.
As of June 30, 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 June 30, 2024 and 2023, the interest rate on any outstanding RCF borrowings was 6.64% and 6.44%, respectively. The facility-fee rate was 0.20% at June 30, 2024 and 2023. As of June 30, 2024, WES Operating was in compliance with all covenants under the RCF.

Commercial paper program. In November 2023, WES operating entered into an unsecured commercial paper program under which it may issue (and have outstanding at any one time) an aggregate principal amount up to $2.0 billion. WES Operating intends to maintain a minimum aggregate available borrowing capacity under the RCF equal to the aggregate amount of outstanding commercial paper borrowings. The maturities of the notes may vary, but may not exceed 397 days. As of June 30, 2024, there were no outstanding borrowings under the commercial paper program.

Interest expense. The following table summarizes the amounts included in interest expense:
 Three Months Ended 
June 30,		Six Months Ended 
June 30,
thousands2024202320242023
Long-term and short-term debt
$(88,850)$(85,088)$(184,806)$(166,239)
Finance lease liabilities(655)(230)(1,332)(393)
Commitment fees and amortization of debt-related costs(3,485)(3,414)(6,685)(6,295)
Capitalized interest 2,468 2,550 7,795 5,075 
Interest expense$(90,522)$(86,182)$(185,028)$(167,852)

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. COMMITMENTS AND CONTINGENCIES

Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of June 30, 2024 and December 31, 2023, the consolidated balance sheets included $3.7 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 9.

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

Other commitments. The Partnership has payment obligations, or commitments, that include, among other things, a revolving credit facility, other third-party long-term debt, obligations related to the Partnership’s capital spending programs, pipeline and offload commitments, and various operating and finance leases. The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset-integrity projects at the West Texas complex, DBM water systems, Powder River Basin complex, DJ Basin complex, and DBM oil system.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion analyzes our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements, wherein WES Operating is fully consolidated, and which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements, and the notes thereto, which are included under Part II, Item 8 of the 2023 Form 10-K as filed with the SEC on February 21, 2024.
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of June 30, 2024 (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made in this Form 10-Q, and may make in other public filings, press releases, and statements by management, forward-looking statements concerning our operations, economic performance, and financial condition. These forward-looking statements include statements preceded by, followed by, or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions. These statements discuss future expectations, contain projections of results of operations or financial condition, or include other “forward-looking” information.
Although we and our general partner believe that the expectations reflected in our forward-looking statements are reasonable, neither we nor our general partner can provide any assurance that such expectations will prove correct. These forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from expectations include, but are not limited to, the following:

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

•our assumptions about the energy market;

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

•our operating results;

•competitive conditions;

•technology;

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

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

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

•weather and natural disasters;

•inflation;

•the availability of goods and services;

•general economic conditions, internationally, domestically, or in the jurisdictions in which we are doing business;
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•federal, state, and local laws and state-approved voter ballot initiatives, including those laws or ballot initiatives that limit producers’ hydraulic-fracturing activities or other oil and natural-gas development or operations;

•environmental liabilities;

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

•changes in the financial or operational condition of Occidental;

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

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

•our commitments to capital projects;

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

•our ability to repay debt;

•the resolution of litigation or other disputes;

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

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

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

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

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

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

•cyber-attacks or security breaches; and

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

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

We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering and disposing of produced water. In our capacity as a natural-gas processor, we also buy and sell natural gas, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming). As of June 30, 2024, our assets and investments consisted of the following:
Wholly
Owned and
Operated		Operated
Interests		Equity
Interests
Gathering systems (1)
18 2 1 
Treating facilities38 3 — 
Natural-gas processing plants/trains
25 3 1 
NGLs pipelines3 — 4 
Natural-gas pipelines
6 — 1 
Crude-oil pipelines
3 1 1 
_________________________________________________________________________________________
(1)Includes the DBM water systems.

Significant financial and operational events during the six months ended June 30, 2024, included the following:

•We closed on the sale of (i) several equity investments to third parties for combined proceeds of $588.6 million, which included $5.9 million in pro-rata distributions through closing, and (ii) our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million. See Acquisitions and Divestitures within this Item 2 for additional information.

•WES Operating purchased and retired $150.0 million of certain of its senior notes via open-market repurchases.

•Our regular second-quarter 2024 per-unit distribution is unchanged from the first-quarter 2024 per-unit distribution of $0.875.

•Natural-gas throughput attributable to WES totaled 4,988 MMcf/d and 4,989 MMcf/d for the three and six months ended June 30, 2024, respectively, representing no change compared to the three months ended March 31, 2024, and a 19% increase compared to the six months ended June 30, 2023.

•Crude-oil and NGLs throughput attributable to WES totaled 515 MBbls/d and 540 MBbls/d for the three and six months ended June 30, 2024, respectively, representing a 9% decrease and a 13% decrease compared to the three months ended March 31, 2024, and six months ended June 30, 2023, respectively.

•Produced-water throughput attributable to WES totaled 1,080 MBbls/d and 1,103 MBbls/d for the three and six months ended June 30, 2024, respectively, representing a 4% decrease and a 16% increase compared to the three months ended March 31, 2024, and six months ended June 30, 2023, respectively.

•Gross margin was $688.2 million and $1.4 billion for the three and six months ended June 30, 2024, respectively, representing a 1% increase and a 26% increase compared to the three months ended March 31, 2024, and six months ended June 30, 2023, respectively. See Reconciliation of Non-GAAP Financial Measures within this Item 2.


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•Adjusted gross margin for natural-gas assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $1.33 per Mcf and $1.32 per Mcf for the three and six months ended June 30, 2024, respectively, representing a 1% increase and a 3% increase compared to the three months ended March 31, 2024, and six months ended June 30, 2023, respectively.

•Adjusted gross margin for crude-oil and NGLs assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $2.96 per Bbl and $2.94 per Bbl for the three and six months ended June 30, 2024, respectively, representing a 1% increase and a 13% increase compared to the three months ended March 31, 2024, and six months ended June 30, 2023, respectively.

•Adjusted gross margin for produced-water assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $0.97 per Bbl and $0.96 per Bbl for the three and six months ended June 30, 2024, respectively, representing a 2% increase and a 17% increase compared to the three months ended March 31, 2024, and six months ended June 30, 2023, respectively.

The following table provides additional information on throughput for the periods presented below:
Three Months EndedSix Months Ended
June 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin1,858 1,761 6 %1,810 1,581 14 %
DJ Basin1,452 1,372 6 %1,412 1,308 8 %
Powder River Basin426 406 5 %416 34 NM
Equity investments508 508 — %509 438 16 %
Other911 1,117 (18)%1,013 970 4 %
Total throughput for natural-gas assets
5,155 5,164 — %5,160 4,331 19 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin241 225 7 %233 206 13 %
DJ Basin91 87 5 %89 67 33 %
Powder River Basin25 23 9 %24 — NM
Equity investments130 202 (36)%166 319 (48)%
Other39 39 — %39 40 (3)%
Total throughput for crude-oil and NGLs assets
526 576 (9)%551 632 (13)%
Throughput for produced-water assets (MBbls/d)
Delaware Basin1,102 1,149 (4)%1,126 970 16 %
Total throughput for produced-water assets
1,102 1,149 (4)%1,126 970 16 %
_________________________________________________________________________________________
NM—Not meaningful
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OUTLOOK

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

Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted negatively by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can reduce the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. During 2020, oil and natural-gas prices were negatively impacted by the worldwide macroeconomic downturn that followed the global outbreak of COVID-19. In 2021, prices began to increase and in the first quarter of 2022, commodity prices increased significantly in connection with the war in Ukraine. For example, the New York Mercantile Exchange (“NYMEX”) West Texas Intermediate crude-oil daily settlement prices during 2023 ranged from a low of $66.74 per barrel in March 2023 to a high of $93.68 per barrel in September 2023, and prices during the six months ended June 30, 2024, ranged from a low of $70.38 per barrel in January 2024 to a high of $86.91 per barrel in April 2024. Similar disruptions could occur as a consequence of the current conflict in the Middle East. The extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.
Additionally, even when the commodity-price environments are favorable, our customers must manage numerous operational challenges, including severe weather disruptions, downstream and produced-water takeaway constraints, seismicity concerns, new regulatory requirements, and the ability to optimize the efficiency and results of large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can have a significant impact on the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.

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

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

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

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

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

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RESULTS OF OPERATIONS

OPERATING RESULTS

The following tables and discussion present a summary of our results of operations:
Three Months Ended Six Months Ended
thousandsJune 30, 2024March 31, 2024June 30, 2024June 30, 2023
Total revenues and other (1)
$905,629 $887,729 $1,793,358 $1,472,255 
Equity income, net – related parties27,431 32,819 60,250 81,345 
Total operating expenses (1)
522,653 480,791 1,003,444 924,528 
Gain (loss) on divestiture and other, net59,342 239,617 298,959 (2,188)
Operating income (loss)469,749 679,374 1,149,123 626,884 
Interest expense(90,522)(94,506)(185,028)(167,852)
Gain (loss) on early extinguishment of debt4,879 524 5,403 6,813 
Other income (expense), net4,213 2,346 6,559 4,087 
Income (loss) before income taxes388,319 587,738 976,057 469,932 
Income tax expense (benefit)755 1,522 2,277 2,075 
Net income (loss)387,564 586,216 973,780 467,857 
Net income (loss) attributable to noncontrolling interests8,916 13,386 22,302 11,291 
Net income (loss) attributable to Western Midstream Partners, LP (2)
$378,648 $572,830 $951,478 $456,566 
_________________________________________________________________________________________
(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(2)For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 2.

For purposes of the following discussion, any increases or decreases “for the three months ended June 30, 2024” refer to the comparison of the three months ended June 30, 2024, to the three months ended March 31, 2024; and any increases or decreases “for the six months ended June 30, 2024” refer to the comparison of the six months ended June 30, 2024, to the six months ended June 30, 2023.
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Throughput
 Three Months EndedSix Months Ended
June 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation438 606 (28)%522 382 37 %
Processing4,209 4,050 4 %4,129 3,511 18 %
Equity investments (1)
508 508 — %509 438 16 %
Total throughput5,155 5,164 — %5,160 4,331 19 %
Throughput attributable to noncontrolling interests (2)
167 174 (4)%171 150 14 %
Total throughput attributable to WES for natural-gas assets
4,988 4,990 — %4,989 4,181 19 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation396 374 6 %385 313 23 %
Equity investments (1)
130 202 (36)%166 319 (48)%
Total throughput526 576 (9)%551 632 (13)%
Throughput attributable to noncontrolling interests (2)
11 11 — %11 13 (15)%
Total throughput attributable to WES for crude-oil and NGLs assets
515 565 (9)%540 619 (13)%
Throughput for produced-water assets (MBbls/d)
Gathering and disposal1,102 1,149 (4)%1,126 970 16 %
Throughput attributable to noncontrolling interests (2)
22 23 (4)%23 20 15 %
Total throughput attributable to WES for produced-water assets
1,080 1,126 (4)%1,103 950 16 %
_________________________________________________________________________________________
(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.
(2)Includes (i) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary and (ii) for natural-gas assets, the 25% third-party interest in Chipeta, which collectively represent WES’s noncontrolling interests.

Natural-gas assets
Total throughput attributable to WES for natural-gas assets decreased by 2 MMcf/d for the three months ended June 30, 2024, primarily due to (i) lower volumes at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024 and (ii) lower volumes at the Chipeta complex. These decreases were offset partially by higher volumes at the West Texas and DJ Basin complexes due to increased production in the areas.
Total throughput attributable to WES for natural-gas assets increased by 808 MMcf/d for the six months ended June 30, 2024, primarily due to (i) higher volumes at the Powder River Basin complex due to the Meritage acquisition, (ii) higher volumes at the West Texas and DJ Basin complexes due to increased production in the areas, and (iii) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline.

Crude-oil and NGLs assets
Total throughput attributable to WES for crude-oil and NGLs assets decreased by 50 MBbls/d for the three months ended June 30, 2024, primarily due to the divestiture of Whitethorn LLC and Saddlehorn in the first quarter of 2024, partially offset by higher volumes at the DBM oil system due to increased production in the area.
Total throughput attributable to WES for crude-oil and NGLs assets decreased by 79 MBbls/d for the six months ended June 30, 2024, primarily due to the divestiture of Whitethorn LLC, Mont Belvieu JV, and Saddlehorn in the first quarter of 2024. These decreases were offset partially by (i) higher volumes at the DBM and DJ Basin oil systems resulting from increased production in the areas and (ii) higher volumes on the Thunder Creek NGL pipeline, which was acquired as part of the Meritage acquisition.

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Produced-water assets
Total throughput attributable to WES for produced-water assets decreased by 46 MBbls/d for the three months ended June 30, 2024, due to fluctuations in produced water used for recycling activities in the upstream operations of our producers.
Total throughput attributable to WES for produced-water assets increased by 153 MBbls/d for the six months ended June 30, 2024, due to higher production.

Service Revenues
 Three Months EndedSix Months Ended
thousands except percentagesJune 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
Service revenues – fee based$793,785 $781,262 2 %$1,575,047 $1,309,373 20 %
Service revenues – product based61,466 66,740 (8)%128,206 93,766 37 %
Total service revenues$855,251 $848,002 1 %$1,703,253 $1,403,139 21 %

Service revenues – fee based
Service revenues – fee based increased by $12.5 million for the three months ended June 30, 2024, primarily due to increases of (i) $11.8 million and $6.4 million at the West Texas and DJ Basin complexes, respectively, as a result of increased throughput and electricity-related rates billed to customers, partially offset by a decrease in deficiency fees, and (ii) $4.1 million at the DBM oil system primarily due to increased throughput. These increases were offset partially by a decrease of $9.0 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024.
Service revenues – fee based increased by $265.7 million for the six months ended June 30, 2024, primarily due to increases of (i) $95.2 million at the West Texas complex as a result of increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, (ii) $89.3 million at the Powder River Basin complex attributable to the acquisition of Meritage, (iii) $50.2 million and $16.3 million at the DBM water and DBM oil systems as a result of increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and (iv) $41.9 million at the DJ Basin complex primarily due to increased throughput. These increases were offset partially by decreases of (i) $12.3 million at the Brasada complex due to a change in contract terms effective July 1, 2023, partially offset by increased throughput, (ii) $5.6 million at the Granger complex due to a contract expiration in the fourth quarter of 2023, and (iii) $4.2 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024.

Service revenues – product based
Service revenues – product based decreased by $5.3 million for the three months ended June 30, 2024, primarily due to a decrease of $2.6 million at the West Texas complex due to the contract mix of product-related electricity reimbursements from customers, partially offset by increased average prices.
Service revenues – product based increased by $34.4 million for the six months ended June 30, 2024, primarily due to increases of (i) $24.4 million at the West Texas complex due to increased volumes sold, (ii) $3.7 million at the DBM water systems due to increased skim-oil average prices and volumes sold, (iii) $2.6 million at the Powder River Basin complex attributable to the acquisition of Meritage, and (iv) $2.5 million at the DJ Basin complex primarily due to increased throughput.
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Product Sales
Three Months EndedSix Months Ended
thousands except percentages and per-unit amountsJune 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
Natural-gas sales
$8,931 $3,194 180 %$12,125 $10,012 21 %
NGLs sales41,180 36,098 14 %77,278 58,672 32 %
Total Product sales$50,111 $39,292 28 %$89,403 $68,684 30 %
Per-unit gross average sales price:
Natural gas (per Mcf)$(0.26)$1.25 (121)%$0.51 $1.53 (67)%
NGLs (per Bbl)28.06 30.93 (9)%29.39 26.17 12 %

Natural-gas sales
Natural-gas sales increased by $5.7 million for the three months ended June 30, 2024, primarily due to an increase of $4.5 million at the DJ Basin complex as a result of increased volumes sold.
Natural-gas sales increased by $2.1 million for the six months ended June 30, 2024, primarily due to an increase of $3.4 million at the DJ Basin complex as a result of changes in contract mix during 2024.

NGLs sales

NGLs sales increased by $5.1 million for the three months ended June 30, 2024, primarily due to an increase of $10.9 million at the DJ Basin complex due to contract mix and increased volumes sold, partially offset by decreased average prices. This increase was offset partially by decreases of (i) $2.2 million at the DBM water systems due to decreased skim-oil volumes and (ii) $1.6 million at the Granger complex.
NGLs sales increased by $18.6 million for the six months ended June 30, 2024, primarily due to increases of (i) $14.1 million at the Powder River Basin complex attributable to the acquisition of Meritage, (ii) $3.3 million at the DBM water systems due to increased skim-oil prices, (iii) $2.6 million at the DJ Basin complex due to increased volumes sold, partially offset by decreased average prices, and (iv) $2.1 million at the Granger complex. These increases were offset partially by a decrease of $5.3 million at the West Texas complex due to decreased average prices, partially offset by increased volumes.

Equity Income, Net – Related Parties
Three Months EndedSix Months Ended
thousands except percentagesJune 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
Equity income, net – related parties$27,431 $32,819 (16)%$60,250 $81,345 (26)%

Equity income, net – related parties decreased by $5.4 million for the three months ended June 30, 2024, primarily due to the sale of several equity investments to third parties in the first quarter of 2024, see Note 3—Acquisitions and Divestitures.
Equity income, net – related parties decreased by $21.1 million for the six months ended June 30, 2024, primarily due to decreases of (i) $19.5 million resulting from the sale of several equity investments to third parties in the first quarter of 2024 and (ii) $4.9 million at TEP. See Note 3—Acquisitions and Divestitures.

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Cost of Product and Operation and Maintenance Expenses
Three Months EndedSix Months Ended
thousands except percentagesJune 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
Residue purchases$85 $9,228 (99)%$9,313 $21,704 (57)%
NGLs purchases67,574 70,425 (4)%137,999 100,771 37 %
Other(13,649)(33,574)59 %(47,223)(26,270)(80)%
Cost of product54,010 46,079 17 %100,089 96,205 4 %
Operation and maintenance223,319 194,939 15 %418,258 357,670 17 %
Total Cost of product and Operation and maintenance expenses$277,329 $241,018 15 %$518,347 $453,875 14 %

Residue purchases
Residue purchases decreased by $9.1 million for the three months ended June 30, 2024, primarily due to the contract mix of product-related electricity purchases and lower average prices at the West Texas complex.
Residue purchases decreased by $12.4 million for the six months ended June 30, 2024, primarily due to decreases of (i) $7.5 million at the West Texas complex due to the contract mix of product-related electricity purchases and lower average prices and (ii) $4.9 million at the Granger complex due to a contract expiration in the fourth quarter of 2023.

NGLs purchases
NGLs purchases decreased by $2.9 million for the three months ended June 30, 2024, primarily due to decreases of (i) $4.5 million at the West Texas complex attributable to lower average prices and volumes purchased and changes in line-fill inventory, and (ii) $1.8 million at the DBM water systems due to decreased skim-oil volumes. These decreases were offset partially by an increase of $6.0 million at the DJ Basin complex primarily due to increased volumes purchased and changes in line-fill inventory.
NGLs purchases increased by $37.2 million for the six months ended June 30, 2024, primarily due to increases of (i) $30.3 million at the West Texas complex primarily attributable to increased volumes purchased, (ii) $3.3 million at the DBM water systems due to increased skim-oil volumes and average prices, and (iii) $2.6 million at the Powder River Basin complex attributable to the acquisition of Meritage.

Other items
Other items increased by $19.9 million for the three months ended June 30, 2024, primarily due to increases of $9.3 million at the DJ Basin complex, $6.0 million at the West Texas complex, and $3.6 million at the Powder River Basin complex, attributable to changes in imbalance positions.
Other items decreased by $21.0 million for the six months ended June 30, 2024, primarily due to a decrease of $26.3 million at the West Texas complex due to changes in imbalance positions, partially offset by an increase of $5.8 million at the Powder River Basin complex attributable to the acquisition of Meritage and changes in imbalance positions.

Operation and maintenance expense
Operation and maintenance expense increased by $28.4 million for the three months ended June 30, 2024, primarily due to increases of (i) $11.1 million in equipment, materials, maintenance, and repair costs, (ii) $7.0 million in utility expense, (iii) $3.8 million in mechanical-integrity costs, and (iv) $3.0 million in contract labor and consulting expense.
Operation and maintenance expense increased by $60.6 million for the six months ended June 30, 2024, primarily due to increases of (i) $18.3 million in salaries and wages costs, (ii) $10.7 million in equipment, materials, maintenance, and repair costs, (iii) $9.6 million in utility expense, (iv) $7.6 million in chemical and treating services, (v) $6.3 million in equipment rental costs, (vi) $5.6 million in land-related costs, and (vii) $4.2 million in water-disposal costs.
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Other Operating Expenses
Three Months EndedSix Months Ended
thousands except percentagesJune 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
General and administrative$62,933 $67,839 (7)%$130,772 $104,522 25 %
Property and other taxes17,429 13,920 25 %31,349 25,378 24 %
Depreciation and amortization163,432 157,991 3 %321,423 288,118 12 %
Long-lived asset and other impairments
1,530 23 NM1,553 52,635 (97)%
Total other operating expenses$245,324 $239,773 2 %$485,097 $470,653 3 %

General and administrative expenses
General and administrative expenses decreased by $4.9 million for the three months ended June 30, 2024, primarily due to a decrease in personnel costs.
General and administrative expenses increased by $26.3 million for the six months ended June 30, 2024, primarily due to increases of (i) $14.0 million in personnel costs and (ii) $8.2 million in information technology costs.

Property and other taxes
Property and other taxes increased by $3.5 million for the three months ended June 30, 2024, primarily due to a lower ad valorem property tax accrual recorded during the first quarter of 2024 related to the finalization of 2023 assessments at the DJ Basin complex.
Property and other taxes increased by $6.0 million for the six months ended June 30, 2024, primarily due to a lower ad valorem property tax accrual recorded during the first quarter of 2023 related to the finalization of 2022 assessments at the DJ Basin complex.

Depreciation and amortization expense
Depreciation and amortization expense increased by $5.4 million for the three months ended June 30, 2024, primarily due to capital projects being placed into service at the West Texas complex.
Depreciation and amortization expense increased by $33.3 million for the six months ended June 30, 2024, primarily due to increases of (i) $31.1 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $10.8 million and $5.0 million at the West Texas complex and DBM water systems, respectively, primarily related to capital projects being placed into service. These increases were offset partially by a decrease of $10.1 million at the DJ Basin complex primarily due to acceleration of depreciation expense during 2023 and updated salvage values.

Long-lived asset and other impairment expense
Long-lived asset and other impairment expense for the six months ended June 30, 2023, was primarily due to a $52.1 million impairment for assets located in the Rockies.
For further information on Long-lived asset and other impairment expense, see Note 8—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Interest Expense
Three Months EndedSix Months Ended
thousands except percentagesJune 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
Long-term and short-term debt
$(88,850)$(95,956)(7)%$(184,806)$(166,239)11 %
Finance lease liabilities(655)(677)(3)%(1,332)(393)NM
Commitment fees and amortization of debt-related costs(3,485)(3,200)9 %(6,685)(6,295)6 %
Capitalized interest2,468 5,327 (54)%7,795 5,075 54 %
Interest expense$(90,522)$(94,506)(4)%$(185,028)$(167,852)10 %

Interest expense decreased by $4.0 million for the three months ended June 30, 2024, primarily due to decreases of (i) $5.7 million resulting from lower outstanding borrowings under the commercial paper program during the second quarter of 2024 and (ii) $1.4 million due to credit-rating related interest-rate changes and lower outstanding balances on certain senior notes due to debt repurchases. These decreases were offset partially by $2.9 million due to lower capitalized interest.
Interest expense increased by $17.2 million for the six months ended June 30, 2024, primarily due to increases of (i) $19.6 million of interest incurred on the 6.350% Senior Notes due 2029 that were issued during the third quarter of 2023, (ii) $12.1 million of interest incurred on the 6.150% Senior Notes due 2033 that were issued during the second quarter of 2023, and (iii) $5.7 million due to borrowings on the commercial paper program that was established during the fourth quarter of 2023. These increases were offset partially by decreases of (i) $10.5 million due to credit-rating related interest-rate changes and lower outstanding balances on certain senior notes due to debt repurchases, (ii) $7.5 million due to no outstanding borrowings under the RCF during 2024, and (iii) $2.7 million due to higher capitalized interest. See Liquidity and Capital Resources—Debt and credit facilities within this Item 2.

Income Tax Expense (Benefit)

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

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

Adjusted EBITDA. We define Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) interest income, (v) income tax benefit, (vi) other income, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses. We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks, and rating agencies, use, among other measures, to assess the following:
•our operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis;
•the ability of our assets to generate cash flow to make distributions; and
•the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

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


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Adjusted gross margin, Adjusted EBITDA, and Free cash flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted gross margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Free cash flow is net cash provided by operating activities. Our non-GAAP financial measures of Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be considered as alternatives to the GAAP measures of gross margin, net income (loss), net cash provided by operating activities, or any other measure of financial performance presented in accordance with GAAP. Adjusted gross margin, Adjusted EBITDA, and Free cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect gross margin, net income (loss), and net cash provided by operating activities. Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our definitions of Adjusted gross margin, Adjusted EBITDA, and Free cash flow may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.
Management compensates for the limitations of Adjusted gross margin, Adjusted EBITDA, and Free cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted gross margin, Adjusted EBITDA, and Free cash flow compared to (as applicable) gross margin, net income (loss), and net cash provided by operating activities, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.
The following tables present (i) a reconciliation of the GAAP financial measure of gross margin to the non-GAAP financial measure of Adjusted gross margin, (ii) a reconciliation of the GAAP financial measures of net income (loss) and net cash provided by operating activities to the non-GAAP financial measure of Adjusted EBITDA, and (iii) a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non-GAAP financial measure of Free cash flow:
Three Months EndedSix Months Ended
thousandsJune 30, 2024March 31, 2024June 30, 2024June 30, 2023
Reconciliation of Gross margin to Adjusted gross margin
Total revenues and other$905,629 $887,729 $1,793,358 $1,472,255 
Less:
Cost of product54,010 46,079 100,089 96,205 
Depreciation and amortization163,432 157,991 321,423 288,118 
Gross margin688,187 683,659 1,371,846 1,087,932 
Add:
Distributions from equity investments32,970 48,337 81,307 106,050 
Depreciation and amortization163,432 157,991 321,423 288,118 
Less:
Reimbursed electricity-related charges recorded as revenues28,998 24,695 53,693 46,855 
Adjusted gross margin attributable to noncontrolling interests (1)
19,741 20,240 39,981 32,688 
Adjusted gross margin$835,850 $845,052 $1,680,902 $1,402,557 
_________________________________________________________________________________________
(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.


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To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted gross margin for natural-gas assets, per-Bbl Adjusted gross margin for crude-oil and NGLs assets, and per-Bbl Adjusted gross margin for produced-water assets.
Three Months EndedSix Months Ended
thousands except per-unit amountsJune 30, 2024March 31, 2024June 30, 2024June 30, 2023
Gross margin
Gross margin for natural-gas assets (1)
$516,253 $511,584 $1,027,837 $803,307 
Gross margin for crude-oil and NGLs assets (1)
96,786 93,578 190,364 177,305 
Gross margin for produced-water assets (1)
82,346 85,041 167,387 118,679 
Per-Mcf Gross margin for natural-gas assets (2)
1.10 1.09 1.09 1.02 
Per-Bbl Gross margin for crude-oil and NGLs assets (2)
2.02 1.78 1.90 1.55 
Per-Bbl Gross margin for produced-water assets (2)
0.82 0.81 0.82 0.68 
Adjusted gross margin
Adjusted gross margin for natural-gas assets
$601,443 $597,163 $1,198,606 $969,485 
Adjusted gross margin for crude-oil and NGLs assets
138,894 150,269 289,163 292,613 
Adjusted gross margin for produced-water assets
95,513 97,620 193,133 140,459 
Per-Mcf Adjusted gross margin for natural-gas assets (3)
1.33 1.32 1.32 1.28 
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets (3)
2.96 2.92 2.94 2.61 
Per-Bbl Adjusted gross margin for produced-water assets (3)
0.97 0.95 0.96 0.82 
_________________________________________________________________________________________
(1)Excludes corporate-level depreciation and amortization.
(2)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
(3)Average for period. Calculated as Adjusted gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

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Three Months EndedSix Months Ended
thousandsJune 30, 2024March 31, 2024June 30, 2024June 30, 2023
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)$387,564 $586,216 $973,780 $467,857 
Add:
Distributions from equity investments32,970 48,337 81,307 106,050 
Non-cash equity-based compensation expense
10,391 9,423 19,814 14,864 
Interest expense90,522 94,506 185,028 167,852 
Income tax expense755 1,522 2,277 2,075 
Depreciation and amortization163,432 157,991 321,423 288,118 
Impairments1,530 23 1,553 52,635 
Other expense37 112 149 399 
Less:
Gain (loss) on divestiture and other, net59,342 239,617 298,959 (2,188)
Gain (loss) on early extinguishment of debt4,879 524 5,403 6,813 
Equity income, net – related parties27,431 32,819 60,250 81,345 
Other income4,213 2,346 6,559 4,087 
Adjusted EBITDA attributable to noncontrolling interests (1)
13,276 14,415 27,691 22,752 
Adjusted EBITDA$578,060 $608,409 $1,186,469 $987,041 
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$631,418 $399,708 $1,031,126 $793,247 
Interest (income) expense, net90,522 94,506 185,028 167,852 
Accretion and amortization of long-term obligations, net
(2,473)(2,190)(4,663)(4,095)
Current income tax expense (benefit)726 1,292 2,018 1,220 
Other (income) expense, net(4,213)(2,346)(6,559)(4,087)
Distributions from equity investments in excess of cumulative earnings – related parties5,270 19,033 24,303 23,179 
Changes in assets and liabilities:
Accounts receivable, net(28,436)53,714 25,278 (41)
Accounts and imbalance payables and accrued liabilities, net(13,338)100,383 87,045 99,575 
Other items, net(88,140)(41,276)(129,416)(67,057)
Adjusted EBITDA attributable to noncontrolling interests (1)
(13,276)(14,415)(27,691)(22,752)
Adjusted EBITDA$578,060 $608,409 $1,186,469 $987,041 
Cash flow information
Net cash provided by operating activities$631,418 $399,708 $1,031,126 $793,247 
Net cash provided by (used in) investing activities(14,995)396,849 381,854 (330,668)
Net cash provided by (used in) financing activities(567,550)(774,098)(1,341,648)(535,282)
_________________________________________________________________________________________
(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.

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Three Months EndedSix Months Ended
thousandsJune 30, 2024March 31, 2024June 30, 2024June 30, 2023
Reconciliation of Net cash provided by operating activities to Free cash flow
Net cash provided by operating activities$631,418 $399,708 $1,031,126 $793,247 
Less:
Capital expenditures211,864 193,789 405,653 334,570 
Contributions to equity investments – related parties— — — 132 
Add:
Distributions from equity investments in excess of cumulative earnings – related parties5,270 19,033 24,303 23,179 
Free cash flow$424,824 $224,952 $649,776 $481,724 
Cash flow information
Net cash provided by operating activities$631,418 $399,708 $1,031,126 $793,247 
Net cash provided by (used in) investing activities(14,995)396,849 381,854 (330,668)
Net cash provided by (used in) financing activities(567,550)(774,098)(1,341,648)(535,282)

Gross margin. Refer to Operating Results within this Item 2 for a discussion of the components of Gross margin as compared to the prior periods, including Service Revenues, Product Sales, Cost of Product (Residue purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).
Gross margin increased by $4.5 million for the three months ended June 30, 2024, primarily due to a $17.9 million increase in total revenues and other. This increase was offset partially by (i) a $7.9 million increase in cost of product and (ii) a $5.4 million increase in depreciation and amortization.
Gross margin increased by $283.9 million for the six months ended June 30, 2024, primarily due to a $321.1 million increase in total revenues and other. This increase was offset partially by (i) a $33.3 million increase in depreciation and amortization and (ii) a $3.9 million increase in cost of product.

Net income (loss). Refer to Operating Results within this Item 2 for a discussion of the primary components of Net income (loss) as compared to the prior periods.
Net income (loss) decreased by $198.7 million for the three months ended June 30, 2024, primarily due to (i) a $180.3 million decrease in gain (loss) on divestiture and other, net and (ii) a $41.9 million increase in total operating expenses. These amounts were offset partially by a $17.9 million increase in total revenues and other.
Net income (loss) increased by $505.9 million for the six months ended June 30, 2024, primarily due to (i) a $321.1 million increase in total revenues and other and (ii) a $301.1 million increase in gain (loss) on divestiture and other, net. These amounts were offset partially by (i) a $78.9 million increase in total operating expenses, (ii) a $21.1 million decrease in equity income, net – related parties, and (iii) a $17.2 million increase in interest expense.

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

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KEY PERFORMANCE METRICS
Three Months EndedSix Months Ended
thousands except percentages and per-unit amountsJune 30, 2024March 31, 2024Inc/
(Dec)		June 30, 2024June 30, 2023Inc/
(Dec)
Adjusted gross margin$835,850 $845,052 (1)%$1,680,902 $1,402,557 20 %
Per-Mcf Adjusted gross margin for natural-gas assets (1)
1.33 1.32 1 %1.32 1.28 3 %
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets (1)
2.96 2.92 1 %2.94 2.61 13 %
Per-Bbl Adjusted gross margin for produced-water assets (1)
0.97 0.95 2 %0.96 0.82 17 %
Adjusted EBITDA578,060 608,409 (5)%1,186,469 987,041 20 %
Free cash flow424,824 224,952 89 %649,776 481,724 35 %
_________________________________________________________________________________________
(1)Average for period. Calculated as Adjusted gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

Adjusted gross margin. Adjusted gross margin decreased by $9.2 million for the three months ended June 30, 2024, primarily due to (i) the sale of our interests in the Marcellus Interest systems, Saddlehorn, Mont Belvieu JV, Whitethorn LLC, and Panola during 2024, (ii) decreases at the Granger complex, and (iii) decreased skim-oil volumes at the DBM water systems. These decreases were offset partially by (i) increased throughput, partially offset by decreased deficiency fees, at the West Texas and DJ Basin complexes and (ii) increased throughput at the DBM oil system.
Adjusted gross margin increased by $278.3 million for the six months ended June 30, 2024, primarily due to (i) increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums at the West Texas complex, (ii) increased throughput at the Powder River Basin complex attributable to the acquisition of Meritage, (iii) increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024 at the DBM water and DBM oil systems, and (iv) increased throughput at the DJ Basin complex. These increases were offset partially by (i) decreased processing fees at the Brasada complex resulting from a change in contract terms effective July 1, 2023, partially offset by increased throughput, (ii) decreased distributions from TEP, and (iii) the sale of our interests in Mont Belvieu JV, Saddlehorn, and the Marcellus Interest systems during 2024.
Per-Mcf Adjusted gross margin for natural-gas assets increased by $0.04 for the six months ended June 30, 2024, primarily due to (i) increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, and (ii) increased throughput at the DJ Basin complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets. These increases were offset partially by decreased processing fees at the Brasada complex resulting from a change in contract terms effective July 1, 2023.
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets increased by $0.04 for the three months ended June 30, 2024, primarily due to (i) the sale of our interests in Whitethorn LLC and Saddlehorn in the first quarter of 2024, both of which had lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets and (ii) increased throughput at the DBM oil system. These increases were offset partially by decreased distributions from Mont Belvieu JV due to the sale of our interest in the first quarter of 2024.
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets increased by $0.33 for the six months ended June 30, 2024, primarily due to the sale of our interests in Mont Belvieu JV, Saddlehorn, and Whitethorn LLC in the first quarter of 2024, all of which had lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets. This increase was offset partially by (i) a decrease in distributions from TEP and (ii) decreased revenues associated with demand volumes at the DJ Basin oil system.
Per-Bbl Adjusted gross margin for produced-water assets increased by $0.14 for the six months ended June 30, 2024, primarily due to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024.

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Adjusted EBITDA. Adjusted EBITDA decreased by $30.3 million for the three months ended June 30, 2024, primarily due to (i) a $28.4 million increase in operation and maintenance expenses, (ii) a $15.4 million decrease in distributions from equity investments, (iii) an $8.0 million increase in cost of product (net of lower of cost or market inventory adjustments), and (iv) a $3.5 million increase in property taxes. These amounts were offset partially by (i) a $17.9 million increase in total revenues and other and (ii) a $5.9 million decrease in general and administrative expenses excluding non-cash equity-based compensation expense.
Adjusted EBITDA increased by $199.4 million for the six months ended June 30, 2024, primarily due to a $321.1 million increase in total revenues and other. This was offset partially by (i) a $60.6 million increase in operation and maintenance expenses, (ii) a $24.7 million decrease in distributions from equity investments, (iii) a $21.3 million increase in general and administrative expenses excluding non-cash equity-based compensation expense, (iv) a $6.0 million increase in property and other taxes, and (v) a $4.1 million increase in cost of product (net of lower of cost or market inventory adjustments).

Free cash flow. Free cash flow increased by $199.9 million for the three months ended June 30, 2024, primarily due to a $231.7 million increase in net cash provided by operating activities, partially offset by (i) an $18.1 million increase in capital expenditures and (ii) a $13.8 million decrease in distributions from equity investments in excess of cumulative earnings.
Free cash flow increased by $168.1 million for the six months ended June 30, 2024, primarily due to a $237.9 million increase in net cash provided by operating activities, partially offset by a $71.1 million increase in capital expenditures.
See Capital Expenditures and Historical Cash Flow within this Item 2 for further information.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include equity and debt service, operating expenses, and capital expenditures. Our sources of liquidity, as of June 30, 2024, included cash and cash equivalents, cash flows generated from operations, effective borrowing capacity under the RCF, our commercial paper program, and potential issuances of additional equity or debt securities. We believe that cash flows generated from these sources will be sufficient to satisfy our short-term working-capital requirements and long-term capital-expenditure and debt-service requirements.
The amount of future distributions to unitholders will be determined by the Board on a quarterly basis. Under our partnership agreement, we distribute all of our available cash (beyond proper reserves as defined in our partnership agreement) within 55 days following each quarter’s end. Our cash flow and resulting ability to make cash distributions are dependent on our ability to generate cash flow from operations. Generally, our available cash is our cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves, and cash on hand resulting from working capital borrowings made after the end of the quarter. The general partner establishes cash reserves to provide for the proper conduct of our business, including (i) to fund future capital expenditures, (ii) to comply with applicable laws, debt instruments, or other agreements, or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters. The Board declared a cash distribution to unitholders for the second quarter of 2024 of $0.875 per unit, or $340.9 million in the aggregate. The cash distribution is payable on August 14, 2024, to our unitholders of record at the close of business on August 1, 2024.
To facilitate the distribution of available cash, during 2022 we adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free cash flow generated in the prior year after subtracting Free cash flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases. This Enhanced Distribution is subject to Board discretion, the establishment of cash reserves for the proper conduct of our business, and is also contingent on the attainment of prior year-end net leverage thresholds (the ratio of our total principal debt outstanding less total cash on hand as of the end of such period, as compared to our trailing-twelve-months Adjusted EBITDA) after taking the Enhanced Distribution for such prior year into effect. Free cash flow and Adjusted EBITDA are defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2.
In 2022, we announced a common-unit buyback program of up to $1.25 billion through December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to purchase any specific dollar amount or number of units and may be suspended or discontinued at any time. During the six months ended June 30, 2024, there were no common units repurchased. As of June 30, 2024, we had an authorized amount of $627.8 million remaining under the program.
Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open-market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors, and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part II, Item 1A of this Form 10-Q.

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Working capital. Working capital is an indication of liquidity and potential needs for short-term funding. Working capital requirements are driven by changes in accounts receivable and accounts payable and other factors such as credit extended to, and the timing of collections from, our customers, and the level and timing of our spending for acquisitions, maintenance, and other capital activities. As of June 30, 2024, we had a $434.2 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. As of June 30, 2024, there was $2.0 billion in effective borrowing capacity under the RCF. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program. See Note 9—Selected Components of Working Capital and Note 10—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Capital expenditures. Our business is capital intensive, requiring significant investment to maintain and improve existing facilities or to develop new midstream infrastructure. Capital expenditures include maintenance capital expenditures, which include those expenditures required to maintain existing operating capacity and service capability of our assets, and expansion capital expenditures, which include expenditures to construct new midstream infrastructure and expenditures incurred to reduce costs, increase revenues, or increase system throughput or capacity from current levels.
Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Acquisitions and capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:
Six Months Ended 
June 30,
thousands20242023
Acquisitions$443 $— 
Capital expenditures (1)
405,653 334,570 
Capital incurred (1)
422,185 368,683 
_________________________________________________________________________________________
(1)For the six months ended June 30, 2024 and 2023, included $7.8 million and $5.1 million, respectively, of capitalized interest.

Capital expenditures increased by $71.1 million for the six months ended June 30, 2024, primarily due to increases of (i) $69.4 million at the West Texas complex, primarily attributable to engineering and equipment milestone payments for the North Loving Plant, (ii) $18.2 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage, (iii) $10.9 million at the DJ Basin complex due to the purchase of a field office in the first quarter of 2024 and an increase in well connection and pipeline projects, and (iv) $6.1 million in corporate-level capital expenditures. These increases were offset partially by decreases of (i) $21.2 million at the DBM oil system related to a decrease in pipeline, oil treating, and oil pumping projects and (ii) $17.6 million at the DBM water systems due to reduced construction of water-disposal wells and facilities and well-connect projects.
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Historical cash flow. The following table and discussion present a summary of our net cash flows provided by (used in) operating, investing, and financing activities:
Six Months Ended 
June 30,
thousands20242023
Net cash provided by (used in):
Operating activities$1,031,126 $793,247 
Investing activities381,854 (330,668)
Financing activities(1,341,648)(535,282)
Net increase (decrease) in cash and cash equivalents$71,332 $(72,703)

Operating activities. Net cash provided by operating activities increased for the six months ended June 30, 2024, primarily due to higher cash operating income, partially offset by lower distributions from equity investments and higher interest expense. Refer to Operating Results within this Item 2 for a discussion of our results of operations as compared to the prior periods.

Investing activities. Net cash provided by investing activities for the six months ended June 30, 2024, primarily included the following:
•$582.7 million of proceeds related to the sale of several equity investments to third parties;

•$206.2 million of proceeds related to the sale of our 33.75% interest in the Marcellus Interest systems to a third party;

•$24.3 million of distributions received from equity investments in excess of cumulative earnings;

•$405.7 million of capital expenditures, primarily related to expansion, construction, and asset-integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system; and

•$25.3 million of increases to materials and supplies inventory.

Net cash used in investing activities for the six months ended June 30, 2023, primarily included the following:
•$334.6 million of capital expenditures, primarily related to construction, expansion, and asset-integrity projects at the West Texas complex, DBM water systems, DBM oil system, and DJ Basin complex;

•$19.1 million of increases to materials and supplies inventory; and

•$23.2 million of distributions received from equity investments in excess of cumulative earnings

Financing activities. Net cash used in financing activities for the six months ended June 30, 2024, primarily included the following:
•$610.3 million of net repayments under the commercial paper program;

•$577.5 million of distributions paid to WES unitholders and noncontrolling interest owners; and

•$143.9 million to purchase and retire portions of certain of WES Operating’s senior notes via open-market repurchases.

Net cash used in financing activities for the six months ended June 30, 2023, primarily included the following:
•$595.0 million of repayments of outstanding borrowings under the RCF;

•$548.2 million of distributions paid to WES unitholders and noncontrolling interest owners;
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•$213.1 million to redeem the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value;

•$110.2 million to purchase and retire portions of certain of WES Operating’s senior notes via open-market repurchases;

•$7.1 million of unit repurchases;

•$740.9 million of net proceeds from the 6.150% Senior Notes due 2033 issued in April 2023, which were used to repay borrowings under the RCF and for general partnership purposes; and

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

Debt and credit facilities. As of June 30, 2024, the carrying value of outstanding debt was $7.1 billion and we have $2.0 billion in effective borrowing capacity under WES Operating’s $2.0 billion RCF. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program.
During the six months ended June 30, 2024, WES Operating (i) purchased and retired $150.0 million of certain of its senior notes via open-market repurchases with cash from operations and a gain of $5.4 million was recognized for the early retirement of portions of these notes and (ii) 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. As of June 30, 2024, the 3.100% Senior Notes due 2025 and 3.950% Senior Notes due 2025 were classified as long-term debt on the consolidated balance sheet as WES Operating has the ability and intent to refinance these obligations using long-term debt.
For additional information on our senior notes, RCF, and commercial paper program, see Note 10—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Credit risk. We bear credit risk through exposure to non-payment or non-performance by our counterparties, including Occidental, financial institutions, customers, and other parties. Generally, non-payment or non-performance results from a customer’s inability to satisfy payables to us for services rendered, minimum-volume-commitment deficiency payments owed, or volumes owed pursuant to gas- or NGLs-imbalance agreements. We examine and monitor the creditworthiness of customers and may establish credit limits for customers. We are subject to the risk of non-payment or late payment by producers for gathering, processing, transportation, and disposal fees. Additionally, we continue to evaluate counterparty credit risk and, in certain circumstances, are exercising our contractual rights to request adequate assurance of performance.
We expect our exposure to the concentrated risk of non-payment or non-performance to continue for as long as our commercial relationships with Occidental generate a significant portion of our revenues. While Occidental is our contracting counterparty, gathering and processing arrangements with affiliates of Occidental on most of our systems include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Our ability to make cash distributions to our unitholders may be adversely impacted if Occidental becomes unable to perform under the terms of gathering, processing, transportation, and disposal agreements.

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ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING

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

Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:
Three Months EndedSix Months Ended
thousandsJune 30, 2024March 31, 2024June 30, 2024June 30, 2023
Net income (loss) attributable to WES$378,648 $572,830 $951,478 $456,566 
Limited partner interest in WES Operating not held by WES (1)
7,747 11,700 19,447 9,346 
General and administrative expenses (2)
932 360 1,292 1,418 
Other income (expense), net(68)(59)(127)(154)
Net income (loss) attributable to WES Operating$387,259 $584,831 $972,090 $467,176 
_________________________________________________________________________________________
(1)Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES. A subsidiary of Occidental held a 2.0% limited partner interest in WES Operating for all periods presented.
(2)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.

Reconciliation of net cash provided by (used in) operating and financing activities. The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows:
Six Months Ended 
June 30,
thousands20242023
WES net cash provided by operating activities$1,031,126 $793,247 
General and administrative expenses (1)
1,292 1,418 
Non-cash equity-based compensation expense
(289)(287)
Changes in working capital(22,497)(14,327)
Other income (expense), net(127)(154)
WES Operating net cash provided by operating activities$1,009,505 $779,897 
WES net cash provided by (used in) financing activities$(1,341,648)$(535,282)
Distributions to WES unitholders (2)
564,296 533,556 
Distributions to WES from WES Operating (3)
(565,575)(545,277)
Increase (decrease) in outstanding checks36 — 
Unit repurchases— 7,102 
Other21,195 13,415 
WES Operating net cash provided by (used in) financing activities$(1,321,696)$(526,486)
_________________________________________________________________________________________
(1)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.
(2)Represents distributions to WES common unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(3)Difference attributable to elimination in consolidation of WES Operating’s distributions on partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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

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

CRITICAL ACCOUNTING ESTIMATES

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

RECENT ACCOUNTING DEVELOPMENTS

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity-price risk. There have been no significant changes to our commodity-price risk discussion from the disclosure set forth under Part II, Item 7A in our Form 10-K for the year ended December 31, 2023, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q.
For the six months ended June 30, 2024, 95% of our wellhead natural-gas volume (excluding equity investments) and 100% of our crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances.

Interest-rate risk. The Federal Open Market Committee increased its target range four times for the federal funds rate in 2023 and has made no changes to its target range during the six months ended June 30, 2024. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of June 30, 2024, WES Operating had (i) no outstanding borrowings under the RCF that bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate at WES Operating’s option and (ii) no outstanding commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at June 30, 2024, it would impact the fair value of the senior notes.
Additional short-term or variable-rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of June 30, 2024.

Changes in Internal Control Over Financial Reporting. There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any legal, regulatory, or administrative proceedings other than proceedings arising in the ordinary course of business. Management believes that there are no such proceedings for which a final disposition could have a material adverse effect on results of operations, cash flows, or financial condition, or for which disclosure is otherwise required by Item 103 of Regulation S-K.
    
Item 1A. Risk Factors

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

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

The following table sets forth information with respect to repurchases made by WES of its common units in the open market or in privately negotiated transactions under the $1.25 billion Purchase Program during the second quarter of 2024:
PeriodTotal number of units purchasedAverage price paid per unit
Total number of units purchased as part of publicly announced plans or programs (1)
Approximate dollar value of units that may yet be purchased under the plans or programs (1)
April 1-30, 2024— $— — $627,807,310 
May 1-31, 2024— — — 627,807,310 
June 1-30, 2024— — — 627,807,310 
Total— — — 
______________________________________________________________________________________
(1)In 2022, the Board authorized WES to buy back up to $1.25 billion of our common units through December 31, 2024. See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional details.

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Item 5. Other Information

Effective August 5, 2024, Mr. Alejandro O. Nebreda, Senior Vice President, Business Services, departed Western Midstream Holdings, LLC (“WES GP”), the general partner of Western Midstream Partners, LP (the “Partnership”). In connection with his departure, Mr. Nebreda will be eligible for payments and benefits consistent with those described under the section titled “Executive Severance Plan” in Part III, Item 11 of the Partnership’s Form 10-K for the period ended December 31, 2023, contingent upon the timely execution and non-revocation of a release of claims containing confidentiality and other provisions customary for an agreement of this type, as required under the Executive Severance Plan.

Additionally, effective August 5, 2024, Mr. Daniel P. Holderman, formerly Senior Vice President, South Operations, has been appointed as Senior Vice President and Chief Operating Officer for WES GP.

Insider Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended June 30, 2024, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits

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

Exhibit Index
Exhibit
Number		Description
#2.1
Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753).
3.1
Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763).
3.2
Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
3.3
Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753).
3.4
Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763).
3.5
Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
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Exhibit
Number		Description
3.6
Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
3.7
Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753).
3.8
Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
3.9
Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
3.10
Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
3.11
Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
3.12
Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
3.13
Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
4.1
Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046).
4.2
Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
4.3
First Supplemental Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
4.4
Fourth Supplemental Indenture, dated as of June 28, 2012, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046).
4.5
Form of 4.000% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046).
4.6
Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
4.7
Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
4.8
Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
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Exhibit
Number		Description
4.9
Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
4.10
Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
4.11
Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
4.12
Ninth Supplemental Indenture, dated as of March 2, 2018, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
4.13
Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
4.14
Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
4.15
Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
4.16
Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
4.17
Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
4.18
Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
4.19
Form of Floating Rate Senior Notes due 2023 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
4.20
Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
4.21
Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
4.22
Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
4.23
Twelfth Supplemental Indenture, dated as of April 4, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
4.24
Form of 6.150% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
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Exhibit
Number		Description
4.25
Thirteenth Supplemental Indenture, dated as of September 29, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046).
4.26
Form of 6.350% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046).
10.1
First Amendment to Fourth Amended and Restated Revolving Credit Agreement, dated as of May 16, 2024, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on May 16, 2024, File No. 001-35753).
*31.1
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*31.2
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*31.3
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
*31.4
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
**32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
**32.2
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
*101.INSXBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
*101.SCHInline XBRL Schema Document
*101.CALInline XBRL Calculation Linkbase Document
*101.DEFInline XBRL Definition Linkbase Document
*101.LABInline XBRL Label Linkbase Document
*101.PREInline XBRL Presentation Linkbase Document
*104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________________________________________________________________
#Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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SIGNATURES

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

WESTERN MIDSTREAM PARTNERS, LP
August 7, 2024
/s/ Michael P. Ure
Michael P. Ure
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
August 7, 2024
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
WESTERN MIDSTREAM OPERATING, LP
August 7, 2024
/s/ Michael P. Ure
Michael P. Ure
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
August 7, 2024
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
64

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