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Western Midstream
WES
#1312
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 2025-05-07

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 March 31, 2025

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 April 30, 2025:
Western Midstream Partners, LPCommon unitsWESNew York Stock Exchange381,327,362
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 months ended March 31, 2025 and 2024
6
Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024
7
Consolidated Statements of Equity and Partners’ Capital for the three months ended March 31, 2025 and 2024
8
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024
9
Western Midstream Operating, LP
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024
10
Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024
11
Consolidated Statements of Equity and Partners’ Capital for the three months ended March 31, 2025 and 2024
12
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024
13
Notes to Consolidated Financial Statements
14
Note 1. Description of Business and Basis of Presentation
14
Note 2. Revenue from Contracts with Customers
16
Note 3. Acquisitions and Divestitures
17
Note 4. Partnership Distributions
18
Note 5. Equity and Partners’ Capital
19
Note 6. Related-Party Transactions
20
Note 7. Equity Investments
23
Note 8. Selected Components of Working Capital
24
Note 9. Debt
25
Note 10. Commitments and Contingencies
26
Note 11. Reportable Segment
27
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
Cautionary Note Regarding Forward-Looking Statements
29
Executive Summary
31
Outlook
33
Acquisitions and Divestitures
34
Results of Operations
34
Operating Results
34
Reconciliation of Non-GAAP Financial Measures
40
Key Performance Metrics
45
Liquidity and Capital Resources
46
Items Affecting the Comparability of Financial Results with WES Operating
49
Critical Accounting Estimates
50
Recent Accounting Developments
50
Item 3.
51
Item 4.
51
PART II
Item 1.
52
Item 1A.
52
Item 2.
52
Item 5.
52
Item 6.
53
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
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.
Chipeta
Chipeta Processing, LLC, in which we are the managing member 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.
MMBtu
Million British thermal units.
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.
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.
4

Defined TermDefinition
Rendezvous
Rendezvous Gas Services, LLC, in which we own a 22% interest.
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, between WES Operating GP and Occidental.
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.
2025 Purchase Program
The $250.0 million buyback program ending December 31, 2026. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

5
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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 
March 31,
thousands except per-unit amounts
20252024
Revenues and other
Service revenues – fee based$823,197 $781,262 
Service revenues – product based59,252 66,740 
Product sales34,469 39,292 
Other198 435 
Total revenues and other (1)
917,116 887,729 
Equity income, net – related parties20,435 32,819 
Operating expenses
Cost of product41,492 46,079 
Operation and maintenance226,514 194,939 
General and administrative66,786 67,839 
Property and other taxes17,826 13,920 
Depreciation and amortization170,460 157,991 
Long-lived asset and other impairments
3 23 
Total operating expenses (2)
523,081 480,791 
Gain (loss) on divestiture and other, net(4,667)239,617 
Operating income (loss)409,803 679,374 
Interest expense(97,293)(94,506)
Gain (loss) on early extinguishment of debt— 524 
Other income (expense), net7,477 2,346 
Income (loss) before income taxes319,987 587,738 
Income tax expense (benefit)3,435 1,522 
Net income (loss)316,552 586,216 
Net income (loss) attributable to noncontrolling interests7,545 13,386 
Net income (loss) attributable to Western Midstream Partners, LP$309,007 $572,830 
Limited partners’ interest in net income (loss):
Net income (loss) attributable to Western Midstream Partners, LP$309,007 $572,830 
General partner interest in net (income) loss(7,170)(13,330)
Limited partners’ interest in net income (loss) (3)
301,837 559,500 
Net income (loss) per common unit – basic (3)
$0.79 $1.47 
Net income (loss) per common unit – diluted (3)
$0.79 $1.47 
Weighted-average common units outstanding – basic (3)
380,986 380,024 
Weighted-average common units outstanding – diluted (3)
382,494 381,628 
_________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $558.4 million and $499.8 million for the three months ended March 31, 2025 and 2024, respectively. See Note 6.
(2)Total operating expenses includes related-party amounts of $(12.1) million and $(26.0) million for the three months ended March 31, 2025 and 2024, respectively, all primarily related to changes in imbalance positions. See Note 6.
(3)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 unitsMarch 31,
2025		December 31,
2024
ASSETS
Current assets
Cash and cash equivalents$448,447 $1,090,464 
Accounts receivable, net673,204 701,838 
Other current assets68,243 54,888 
Total current assets1,189,894 1,847,190 
Property, plant, and equipment
Cost15,677,543 15,509,910 
Less accumulated depreciation5,950,449 5,795,301 
Net property, plant, and equipment9,727,094 9,714,609 
Goodwill4,783 4,783 
Other intangible assets641,824 649,740 
Equity investments527,526 541,435 
Other assets
365,756 387,028 
Total assets (1)
$12,456,877 $13,144,785 
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables$357,278 $312,945 
Short-term debt
350,597 1,011,032 
Accrued ad valorem taxes46,016 38,319 
Accrued liabilities257,038 329,398 
Total current liabilities1,010,929 1,691,694 
Long-term liabilities
Long-term debt
6,925,033 6,926,647 
Deferred income taxes31,392 29,679 
Asset retirement obligations378,889 370,195 
Other liabilities777,063 751,400 
Total long-term liabilities
8,112,377 8,077,921 
Total liabilities (2)
9,123,306 9,769,615 
Equity and partners’ capital
Common units (381,327,148 and 380,556,643 units issued and outstanding at March 31, 2025, and December 31, 2024, respectively)
3,183,365 3,224,802 
General partner units (9,060,641 units issued and outstanding at March 31, 2025, and December 31, 2024)
10,045 10,803 
Total partners’ capital3,193,410 3,235,605 
Noncontrolling interests140,161 139,565 
Total equity and partners’ capital3,333,571 3,375,170 
Total liabilities, equity, and partners’ capital$12,456,877 $13,144,785 
________________________________________________________________________________________
(1)Total assets includes related-party amounts of $968.5 million and $991.1 million as of March 31, 2025, and December 31, 2024, respectively, which includes related-party Accounts receivable, net of $393.5 million and $401.3 million as of March 31, 2025, and December 31, 2024, respectively. See Note 6.
(2)Total liabilities includes related-party amounts of $577.0 million and $529.7 million as of March 31, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $37.3 million and $20.6 million as of March 31, 2025, and December 31, 2024, 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, 2024$3,224,802 $10,803 $139,565 $3,375,170 
Net income (loss)301,837 7,170 7,545 316,552 
Distributions to noncontrolling interest owner of WES Operating— — (6,949)(6,949)
Distributions to Partnership unitholders(333,068)(7,928)— (340,996)
Equity-based compensation expense
8,248 — — 8,248 
Other(18,454)— — (18,454)
Balance at March 31, 2025$3,183,365 $10,045 $140,161 $3,333,571 


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 
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Three Months Ended 
March 31,
thousands20252024
Cash flows from operating activities
Net income (loss)$316,552 $586,216 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization170,460 157,991 
Long-lived asset and other impairments
3 23 
Non-cash equity-based compensation expense
8,248 9,423 
Deferred income taxes1,713 230 
Accretion and amortization of long-term obligations, net
2,202 2,190 
Equity income, net – related parties(20,435)(32,819)
Distributions from equity-investment earnings – related parties
23,337 29,304 
(Gain) loss on divestiture and other, net4,667 (239,617)
(Gain) loss on early extinguishment of debt— (524)
Other190 112 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net28,634 (53,714)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net(46,684)(100,383)
Change in other items, net41,906 41,276 
Net cash provided by operating activities530,793 399,708 
Cash flows from investing activities
Capital expenditures
(142,402)(193,789)
Acquisitions from third parties— (443)
Distributions from equity investments in excess of cumulative earnings – related parties11,007 19,033 
Proceeds from the sale of assets to third parties19 582,739 
(Increase) decrease in materials and supplies inventory and other(9,414)(10,691)
Net cash provided by (used in) investing activities
(140,790)396,849 
Cash flows from financing activities
Repayments of debt (663,831)(14,503)
Commercial paper borrowings (repayments), net
— (510,379)
Increase (decrease) in outstanding checks(113)766 
Distributions to Partnership unitholders (1)
(340,996)(223,438)
Distributions to Chipeta noncontrolling interest owner— (1,085)
Distributions to noncontrolling interest owner of WES Operating(6,949)(4,591)
Other(20,131)(20,868)
Net cash provided by (used in) financing activities(1,032,020)(774,098)
Net increase (decrease) in cash and cash equivalents(642,017)22,459 
Cash and cash equivalents at beginning of period1,090,464 272,787 
Cash and cash equivalents at end of period$448,447 $295,246 
Supplemental disclosures
Interest paid, net of capitalized interest$119,905 $130,885 
Accrued capital expenditures88,894 116,751 
_________________________________________________________________________________________
(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 
March 31,
thousands 20252024
Revenues and other
Service revenues – fee based$823,197 $781,262 
Service revenues – product based59,252 66,740 
Product sales34,469 39,292 
Other198 435 
Total revenues and other (1)
917,116 887,729 
Equity income, net – related parties20,435 32,819 
Operating expenses
Cost of product41,492 46,079 
Operation and maintenance226,514 194,939 
General and administrative66,974 67,479 
Property and other taxes17,826 13,920 
Depreciation and amortization170,460 157,991 
Long-lived asset and other impairments
3 23 
Total operating expenses (2)
523,269 480,431 
Gain (loss) on divestiture and other, net(4,667)239,617 
Operating income (loss)409,615 679,734 
Interest expense(97,293)(94,506)
Gain (loss) on early extinguishment of debt— 524 
Other income (expense), net7,431 2,287 
Income (loss) before income taxes319,753 588,039 
Income tax expense (benefit)3,435 1,522 
Net income (loss)316,318 586,517 
Net income (loss) attributable to noncontrolling interest1,242 1,686 
Net income (loss) attributable to Western Midstream Operating, LP$315,076 $584,831 
________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $558.4 million and $499.8 million for the three months ended March 31, 2025 and 2024, respectively. See Note 6.
(2)Total operating expenses includes related-party amounts of $(10.6) million and $(24.7) million for the three months ended March 31, 2025 and 2024, respectively, all primarily related to changes in imbalance positions. See Note 6.

See accompanying Notes to Consolidated Financial Statements.
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Table of Contents
WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of unitsMarch 31,
2025		December 31,
2024
ASSETS
Current assets
Cash and cash equivalents$442,139 $1,084,446 
Accounts receivable, net711,300 701,814 
Other current assets65,744 53,775 
Total current assets1,219,183 1,840,035 
Property, plant, and equipment
Cost15,677,543 15,509,910 
Less accumulated depreciation5,950,449 5,795,301 
Net property, plant, and equipment9,727,094 9,714,609 
Goodwill4,783 4,783 
Other intangible assets641,824 649,740 
Equity investments527,526 541,435 
Other assets
362,996 383,808 
Total assets (1)
$12,483,406 $13,134,410 
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables$356,962 $339,108 
Short-term debt
350,597 1,011,032 
Accrued ad valorem taxes46,016 38,319 
Accrued liabilities218,551 248,589 
Total current liabilities972,126 1,637,048 
Long-term liabilities
Long-term debt
6,925,033 6,926,647 
Deferred income taxes31,392 29,679 
Asset retirement obligations378,889 370,195 
Other liabilities772,734 744,715 
Total long-term liabilities
8,108,048 8,071,236 
Total liabilities (2)
9,080,174 9,708,284 
Equity and partners’ capital
Common units (318,675,578 units issued and outstanding at March 31, 2025, and December 31, 2024)
3,375,514 3,399,650 
Total partners’ capital3,375,514 3,399,650 
Noncontrolling interest27,718 26,476 
Total equity and partners’ capital3,403,232 3,426,126 
Total liabilities, equity, and partners’ capital$12,483,406 $13,134,410 
_________________________________________________________________________________________
(1)Total assets includes related-party amounts of $1.0 billion and $987.4 million as of March 31, 2025, and December 31, 2024, respectively, which includes related-party Accounts receivable, net of $431.6 million and $401.3 million as of March 31, 2025, and December 31, 2024, respectively. See Note 6.
(2)Total liabilities includes related-party amounts of $577.0 million and $555.9 million as of March 31, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $37.3 million and $46.8 million as of March 31, 2025, and December 31, 2024, 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, 2024$3,399,650 $26,476 $3,426,126 
Net income (loss)315,076 1,242 316,318 
Distributions to WES Operating unitholders(347,356)— (347,356)
Contributions of equity-based compensation from WES
8,144 — 8,144 
Balance at March 31, 2025$3,375,514 $27,718 $3,403,232 


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 
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Three Months Ended 
March 31,
thousands20252024
Cash flows from operating activities
Net income (loss)$316,318 $586,517 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization170,460 157,991 
Long-lived asset and other impairments
3 23 
Non-cash equity-based compensation expense
8,144 9,278 
Deferred income taxes1,713 230 
Accretion and amortization of long-term obligations, net
2,202 2,190 
Equity income, net – related parties(20,435)(32,819)
Distributions from equity-investment earnings – related parties
23,337 29,304 
(Gain) loss on divestiture and other, net4,667 (239,617)
(Gain) loss on early extinguishment of debt— (524)
Other190 112 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net(9,486)(71,872)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net(30,834)(102,341)
Change in other items, net45,186 42,177 
Net cash provided by operating activities511,465 380,649 
Cash flows from investing activities
Capital expenditures
(142,402)(193,789)
Acquisitions from third parties— (443)
Distributions from equity investments in excess of cumulative earnings – related parties11,007 19,033 
Proceeds from the sale of assets to third parties19 582,739 
(Increase) decrease in materials and supplies inventory and other(9,414)(10,691)
Net cash provided by (used in) investing activities
(140,790)396,849 
Cash flows from financing activities
Repayments of debt (663,831)(14,503)
Commercial paper borrowings (repayments), net
— (510,379)
Increase (decrease) in outstanding checks(118)699 
Distributions to WES Operating unitholders (1)
(347,356)(229,446)
Distributions to Chipeta noncontrolling interest owner— (1,085)
Other(1,677)(1,504)
Net cash provided by (used in) financing activities(1,012,982)(756,218)
Net increase (decrease) in cash and cash equivalents(642,307)21,280 
Cash and cash equivalents at beginning of period1,084,446 268,184 
Cash and cash equivalents at end of period$442,139 $289,464 
Supplemental disclosures
Interest paid, net of capitalized interest$119,905 $130,885 
Accrued capital expenditures88,894 116,751 
________________________________________________________________________________________
(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 (the “Partnership”) 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. The Partnership 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. In addition, Occidental owns the Partnership’s general partner and a 2.0% limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”).
For purposes of these consolidated financial statements, the Partnership refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and WES Operating for transactions with the Partnership 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 residue, NGLs, and condensate on behalf of itself and its customers under certain contracts. As of March 31, 2025, 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 facilities43 3 — 
Processing plants/trains
27 3 1 
NGLs pipelines3 — 4 
Natural-gas pipelines
6 — 1 
Crude-oil pipelines
2 1 1 
_________________________________________________________________________________________
(1)Includes the DBM water systems.

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

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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 or other financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments. All significant intercompany transactions have been eliminated.
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 2024 Form 10-K, as filed with the SEC on February 26, 2025. 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.

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.

Inventory. As of March 31, 2025, and December 31, 2024, Other current assets includes (i) $4.5 million and $2.5 million, respectively, of NGLs inventory and (ii) $6.8 million and $0.6 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets. As of March 31, 2025, and December 31, 2024, Other assets includes (i) $5.1 million and $5.5 million, respectively, of NGLs line-fill inventory, and (ii) $106.4 million and $110.3 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

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.
Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” was adopted on December 31, 2024, using a retrospective approach with no impact to the consolidated financial statements; however, the adoption did result in additional disclosure. See Note 11.

Equity-based compensation. During the three months ended March 31, 2025 and 2024, the Partnership issued 770,505 and 970,155 common units, respectively, under its long-term incentive plans. Compensation expense was $8.2 million and $9.4 million for the three months ended March 31, 2025 and 2024, respectively.

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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

New accounting pronouncements not yet adopted. In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires additional disclosure and disaggregation of certain income statement expense line items and may be applied prospectively or retrospectively. The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal year 2027 annual financial statements. The Partnership is assessing the impact of this guidance on its disclosures in the Notes to the Consolidated Financial Statements.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table summarizes revenue from contracts with customers:
 Three Months Ended 
March 31,
thousands20252024
Revenue from customers
Service revenues – fee based$823,197 $781,262 
Service revenues – product based59,252 66,740 
Product sales34,469 39,292 
Total revenue from customers916,918 887,294
Revenue from other than customers
Other198 435 
Total revenues and other$917,116 $887,729 

Contract balances. Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets, were $666.9 million and $693.9 million as of March 31, 2025, and December 31, 2024, 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, 2024
$43,186 
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period(1,822)
Additional estimated revenues recognized2,055 
Contract assets balance at March 31, 2025
$43,419 
Contract assets at March 31, 2025
Other current assets$15,415 
Other assets28,004 
Total contract assets from contracts with customers$43,419 

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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, 2024
$610,571 
Cash received or receivable, excluding revenues recognized during the period33,735 
Revenues recognized that were included in the contract liability balance at the beginning of the period(3,867)
Contract liabilities balance at March 31, 2025
$640,439 
Contract liabilities at March 31, 2025
Accrued liabilities$10,878 
Other liabilities629,561 
Total contract liabilities from contracts with customers$640,439 

Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2025, 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 2025$845,146 
20261,163,984 
20271,143,131 
2028959,144 
20291,459,072 
Thereafter1,769,243 
Total$7,339,720 

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, (ii) the 20.00% interest in Whitethorn Pipeline Company LLC, (iii) the 15.00% interest in Panola Pipeline Company, LLC, and (iv) the 20.00% interest in Saddlehorn Pipeline Company, LLC. 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.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. PARTNERSHIP DISTRIBUTIONS

Partnership distributions. The Partnership distributes all of its available cash, as defined in the partnership agreement, to unitholders of record on the applicable record date within 55 days following each quarter’s end.
The Board of Directors of the general partner (the “Board”) 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
2024
March 31$0.875 $340,858 May 15, 2024May 1, 2024
June 300.875 340,859 August 14, 2024August 1, 2024
September 300.875 340,914 November 14, 2024November 1, 2024
December 310.875 340,996 February 14, 2025February 3, 2025
2025
March 31$0.910 $355,253 May 15, 2025May 2, 2025

WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGRAH, a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating. 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
2024
March 31$347,675 May 2024
June 30347,675 August 2024
September 30347,356 November 2024
December 31347,356 February 2025
2025
March 31$363,290 May 2025

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. EQUITY AND PARTNERS’ CAPITAL

Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of March 31, 2025, Occidental held 165,681,578 common units, representing a 42.5% limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.3% general partner interest in the Partnership. The public held 215,645,570 common units, representing a 55.2% limited partner interest in the Partnership.

Partnership equity repurchases. In February 2025, the Board authorized the Partnership to buy back up to $250.0 million of the Partnership’s common units through December 31, 2026 (the “2025 Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the three months ended March 31, 2025, the Partnership repurchased no common units. As of March 31, 2025, the Partnership had an authorized amount of $250.0 million remaining under the program.

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 following table provides a reconciliation between basic and diluted net income (loss) per common unit:
 Three Months Ended 
March 31,
thousands except per-unit amounts20252024
Net income (loss)
Limited partners’ interest in net income (loss)$301,837 $559,500 
Weighted-average common units outstanding
Basic380,986 380,024 
Dilutive effect of non-vested phantom units1,508 1,604 
Diluted382,494 381,628 
Excluded due to anti-dilutive effect250 — 
Net income (loss) per common unit
Basic$0.79 $1.47 
Diluted$0.79 $1.47 

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:
Statements of operations
 Three Months Ended 
March 31,
thousands20252024
Revenues and other
Service revenues – fee based$541,745 $489,729 
Service revenues – product based11,859 14,057 
Product sales4,798 (3,977)
Total revenues and other558,402 499,809 
Equity income, net – related parties (1)
20,435 32,819 
Operating expenses
Cost of product (2)
(14,014)(27,412)
Operation and maintenance1,921 1,439 
General and administrative31 — 
Total operating expenses(12,062)(25,973)
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes related-party natural-gas and NGLs imbalances.

Balance sheets
thousandsMarch 31,
2025		December 31,
2024
Assets
Accounts receivable, net$393,454 $401,315 
Other current assets8,843 6,671 
Equity investments (1)
527,526 541,435 
Other assets38,717 41,641 
Total assets968,540 991,062 
Liabilities
Accounts and imbalance payables37,257 20,609 
Accrued liabilities5,165 4,717 
Other liabilities (2)
534,612 504,415 
Total liabilities577,034 529,741 
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes contract liabilities from contracts with customers. See Note 2.

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

Statements of cash flows
Three Months Ended 
March 31,
thousands20252024
Distributions from equity-investment earnings – related parties
$23,337 $29,304 
Distributions from equity investments in excess of cumulative earnings – related parties11,007 19,033 
Distributions to Partnership unitholders (1)
(152,899)(111,689)
Distributions to WES Operating unitholders (2)
(6,949)(4,591)
_________________________________________________________________________________________
(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:
Statements of operations
 Three Months Ended 
March 31,
thousands20252024
General and administrative (1)
$1,537 $1,306 
_________________________________________________________________________________________
(1)Includes an intercompany service fee between the Partnership and WES Operating.

Balance sheets
thousandsMarch 31,
2025		December 31,
2024
Accounts receivable, net (1)
$431,569 $401,315 
Other current assets6,567 6,263 
Other assets35,957 38,421 
Accounts and imbalance payables (1)
37,257 46,773 
_________________________________________________________________________________________
(1)Includes balances related to transactions between the Partnership and WES Operating.

Statements of cash flows
Three Months Ended 
March 31,
thousands20252024
Distributions to WES Operating unitholders (1)
$(347,356)$(229,446)
_________________________________________________________________________________________
(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, treating, processing, stabilization, 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 36% and 31% for the three months ended March 31, 2025 and 2024, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 91% and 89% for the three months ended March 31, 2025 and 2024, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was 80% and 77% for the three months ended March 31, 2025 and 2024, 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.

Marketing Services. Prior to January 1, 2021, Occidental provided marketing-related services to certain of the Partnership’s subsidiaries. While the Partnership now markets and sells substantially all of its crude oil, residue gas, and NGLs directly to third parties, it does still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.

Operating leases. Certain surface-use and salt-water disposal agreements between an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership are classified as operating leases (see Related-party commercial agreement below). In addition, the Partnership has operating leases for field offices with Occidental as the lessor.

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

Services Agreement. Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, between WES Operating GP and Occidental (“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 the Partnership amended certain West Texas surface-use and salt-water disposal agreements 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 amended agreements were $30.0 million at the time the agreement was executed. As a result of the amendments, (i) these agreements are classified as operating leases and (ii) a 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:

thousands
Percentage Ownership Interest
Balance at December 31, 2024Equity
income, net		Distributions
Distributions
in excess of
cumulative
earnings (1)
Balance at March 31, 2025
White Cliffs10.00 %$9,802 $671 $(671)$(1,014)$8,788 
Rendezvous22.00 %5,639 (577)(237)(478)4,347 
TEG20.00 %14,496 265 (270)(79)14,412 
TEP20.00 %170,060 3,598 (3,661)(4,059)165,938 
FRP33.33 %183,588 10,653 (12,647)(2,654)178,940 
Mi Vida50.00 %42,765 2,480 (2,506)(1,458)41,281 
Red Bluff Express30.00 %115,085 3,345 (3,345)(1,265)113,820 
Total$541,435 $20,435 $(23,337)$(11,007)$527,526 
_________________________________________________________________________________________
(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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. SELECTED COMPONENTS OF WORKING CAPITAL

A summary of accounts receivable, net is as follows:
The PartnershipWES Operating
thousandsMarch 31,
2025		December 31,
2024		March 31,
2025		December 31,
2024
Trade receivables, net$672,604 $701,225 $710,719 $701,225 
Other receivables, net600 613 581 589 
Total accounts receivable, net$673,204 $701,838 $711,300 $701,814 

A summary of other current assets is as follows:
The PartnershipWES Operating
thousandsMarch 31,
2025		December 31,
2024		March 31,
2025		December 31,
2024
NGLs inventory$4,499 $2,514 $4,499 $2,514 
Materials and supplies
6,821 613 6,821 613 
Imbalance receivables6,078 7,253 6,078 7,253 
Prepaid insurance11,609 15,418 11,384 14,712 
Contract assets15,415 12,358 15,415 12,358 
Other23,821 16,732 21,547 16,325 
Total other current assets$68,243 $54,888 $65,744 $53,775 

A summary of accrued liabilities is as follows:
The PartnershipWES Operating
thousandsMarch 31,
2025		December 31,
2024		March 31,
2025		December 31,
2024
Accrued interest expense$108,551 $133,365 $108,551 $133,365 
Short-term asset retirement obligations
11,011 12,830 11,011 12,830 
Short-term remediation and reclamation obligations
2,491 2,585 2,491 2,585 
Income taxes payable6,307 4,585 6,307 4,585 
Contract liabilities10,878 11,055 10,878 11,055 
Accrued payroll and benefits35,756 66,563 — — 
Short-term lease liabilities
59,351 58,897 59,351 58,897 
Other22,693 39,518 19,962 25,272 
Total accrued liabilities$257,038 $329,398 $218,551 $248,589 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. DEBT

WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances. The following table presents the outstanding debt:
 March 31, 2025December 31, 2024
thousandsPrincipalCarrying
Value
Fair
Value (1)
PrincipalCarrying
Value
Fair
Value (1)
Short-term debt
Senior Notes
$336,758 $336,594 $336,118 $1,000,589 $1,000,076 $997,666 
Finance lease liabilities14,003 14,003 14,003 10,956 10,956 10,956 
Total short-term debt
$350,761 $350,597 $350,121 $1,011,545 $1,011,032 $1,008,622 
Long-term debt
Senior Notes (2)
$6,976,834 $6,904,841 $6,604,266 $6,976,834 $6,903,318 $6,548,127 
Finance lease liabilities20,192 20,192 20,192 23,329 23,329 23,329 
Total long-term debt
$6,997,026 $6,925,033 $6,624,458 $7,000,163 $6,926,647 $6,571,456 
_________________________________________________________________________________________
(1)Fair value is measured using the market approach and Level-2 fair value inputs.
(2)As of March 31, 2025, maturity dates range from 2026 to 2050.

Debt activity. The following table presents the debt activity for the three months ended March 31, 2025:
thousandsCarrying Value
Balance at December 31, 2024$7,937,679 
Repayment of 3.100% Senior Notes due 2025
(663,831)
Finance lease liabilities(90)
Other1,872 
Balance at March 31, 2025$7,275,630 

WES Operating Senior Notes. WES Operating issued the 4.050% Senior Notes due 2030 and 5.250% Senior Notes due 2050 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 2030 and 2050, were 4.169% and 5.363%, respectively, at March 31, 2025 and 2024. The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.
During the first quarter of 2025, WES Operating retired the total principal amount outstanding of the 3.100% Senior Notes due 2025 at par value (see Debt activity above). As of March 31, 2025, the 3.950% Senior Notes due 2025 were classified as short-term debt on the consolidated balance sheet.
During the third quarter of 2024, WES Operating completed the public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034. Net proceeds from the offering were used to repay a portion of the maturing 3.100% Senior Notes due 2025, will be used to repay a portion of 3.950% Senior Notes due 2025, and for general partnership purposes, including the funding of capital expenditures. In addition, during 2024, WES Operating purchased and retired $150.0 million of certain of its senior notes via open-market repurchases with cash from operations.
As of March 31, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. DEBT

Revolving credit facility. In April 2025, WES Operating exercised an option to extend the maturity date of the RCF from April 2029 to April 2030, 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, which is expandable to a maximum of $2.5 billion, from all lenders.
As of March 31, 2025, there were no outstanding borrowings, 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 March 31, 2025 and 2024, the interest rate on any outstanding RCF borrowings was 5.62% and 6.63%, respectively. The facility-fee rate was 0.20% at March 31, 2025 and 2024. As of March 31, 2025, WES Operating was in compliance with all covenants under the RCF.

Commercial paper program. In November 2023, WES Operating entered into an unsecured commercial paper program under which it may issue (and have outstanding at any one time) an aggregate principal amount up to $2.0 billion. WES Operating intends to maintain a minimum aggregate available borrowing capacity under the RCF equal to the aggregate amount of outstanding commercial paper borrowings. The maturities of the notes may vary, but may not exceed 397 days. As of March 31, 2025, there were no outstanding borrowings under the commercial paper program.

10. COMMITMENTS AND CONTINGENCIES

Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of March 31, 2025, and December 31, 2024, the consolidated balance sheets included $3.6 million and $4.0 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 8.

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 DBM water systems, Powder River Basin complex, West Texas complex, and DJ Basin complex.

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

Segment overview. The Partnership’s chief operating decision maker (“CODM”) is the Partnership’s President and Chief Executive Officer who assesses performance and allocates resources on a consolidated basis due to the similar nature of services provided to customers across the Partnership’s domestic asset portfolio. The CODM does not assess performance and allocate resources separately for Western Midstream Operating, LP. Accordingly, the Partnership has a single operating and reportable segment, all the assets of which are in the United States and gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather and dispose of produced water. See Revenue and cost of product in Note 1.

Performance measures. Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) is used as the performance measure by the Partnership’s CODM in assessing performance and allocating resources to the Partnership’s single operating and reportable segment. Net income (loss) is the most comparable GAAP metric to the performance metric of non-GAAP Adjusted EBITDA. The Partnership defines Adjusted EBITDA as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) income tax benefit, (v) other income, and (vi) the noncontrolling interest owners’ proportionate share of revenues and expenses.
Adjusted EBITDA is a non-GAAP financial measure that the CODM utilizes to assess (i) the Partnership’s operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis, (ii) the ability of the Partnership’s assets to generate cash flow to make distributions, and (iii) the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities. The Partnership’s calculation of Adjusted EBITDA may or may not be comparable to similarly titled measures used by others.


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

Summarized financial information. The following table presents information about the Partnership’s single operating and reportable segment including (i) total revenues and other, (ii) significant expenses, and (iii) other segment items:
Three Months Ended 
March 31,
thousands20252024
Revenues from external customers (1)
$916,918 $887,294 
Other revenues
198 435 
Total revenues and other
917,116 887,729 
Equity income, net – related parties20,435 32,819 
Less significant expenses: (2)
Operation and maintenance226,514 194,939 
Cash general and administrative costs (3)
57,704 57,499 
Less other segment items:
Depreciation and amortization170,460 157,991 
Interest expense97,293 94,506 
Other (income) expense, net (4)
(7,477)(2,346)
Income tax expense (benefit)
3,435 1,522 
Other (5)
73,070 (169,779)
Net income (loss)$316,552 $586,216 
_________________________________________________________________________________________
(1)Includes Service revenue - fee based, Service revenue - product based, and Product sales.
(2)The significant expense categories and amounts align with the information that is regularly provided to the CODM.
(3)General and administrative expense as presented in the consolidated statements of operations less non-cash equity-based compensation expense and non-cash amortization of cloud-computing arrangements.
(4)Includes interest income earned on cash and cash equivalent balances.
(5)Other includes: (i) Cost of product, (ii) Non-cash equity-based compensation expense, (iii) non-cash amortization of cloud-computing arrangements, (iv) Property and other taxes, (v) Long-lived asset and other impairments, (vi) Gain (loss) on divestiture and other, net, and (vii) Gain (loss) on early extinguishment of debt.

The CODM uses consolidated total assets as the measure of the Partnership’s single reportable segment assets. As of March 31, 2025, and December 31, 2024, the consolidated balance sheets included $12.5 billion and $13.1 billion, respectively, of total assets, which includes $527.5 million and $541.4 million of assets related to equity investments as of March 31, 2025, and December 31, 2024, respectively.
Capital expenditures for additions to long-lived assets were $142.4 million and $193.8 million for the three months ended March 31, 2025 and 2024, respectively.

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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 2024 Form 10-K as filed with the SEC on February 26, 2025.
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of March 31, 2025 (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;
•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;
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•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 2024 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 residue, 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 March 31, 2025, our assets and investments consisted of the following:
Wholly
Owned and
Operated		Operated
Interests		Equity
Interests
Gathering systems (1)
18 2 1 
Treating facilities43 3 — 
Processing plants/trains
27 3 1 
NGLs pipelines3 — 4 
Natural-gas pipelines
6 — 1 
Crude-oil pipelines
2 1 1 
_________________________________________________________________________________________
(1)Includes the DBM water systems.

Significant financial and operational events during the three months ended March 31, 2025, included the following:

•During the first quarter of 2025, WES Operating retired the total principal amount outstanding of the 3.100% Senior Notes due 2025 at par value.
•Our first-quarter 2025 per-unit distribution of $0.910 increased $0.035 from the fourth-quarter 2024 per-unit distribution of $0.875.
•Completed the start-up of the North Loving plant in late-February 2025, increasing gas processing capacity at the West Texas complex by 250 MMcf/d to a total of 2,190 MMcf/d.

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The following table provides additional information on throughput for the periods presented below:
Three Months Ended
March 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin1,975 1,973 — %1,761 12 %
DJ Basin1,404 1,502 (7)%1,372 2 %
Powder River Basin463 488 (5)%406 14 %
Equity investments550 550 — %508 8 %
Other899 881 2 %1,117 (20)%
Total throughput for natural-gas assets
5,291 5,394 (2)%5,164 2 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin256 260 (2)%225 14 %
DJ Basin94 102 (8)%87 8 %
Powder River Basin25 27 (7)%23 9 %
Equity investments103 121 (15)%202 (49)%
Other36 34 6 %39 (8)%
Total throughput for crude-oil and NGLs assets
514 544 (6)%576 (11)%
Throughput for produced-water assets (MBbls/d)
Delaware Basin1,190 1,216 (2)%1,149 4 %
Total throughput for produced-water assets
1,190 1,216 (2)%1,149 4 %
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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. The New York Mercantile Exchange (“NYMEX”) West Texas Intermediate crude-oil daily settlement prices during 2024, ranged from a low of $65.75 per barrel in September 2024 to a high of $86.91 per barrel in April 2024, and prices during the three months ended March 31, 2025, ranged from a low of $66.03 per barrel in March 2025 to a high of $80.04 per barrel in January 2025. The Waha Hub natural-gas prices during 2024, ranged from a low of ($6.23) per MMBtu in August 2024 to a high of $8.27 per MMBtu in January 2024, and prices during the three months ended March 31, 2025, ranged from a low of ($1.12) per MMBtu in March 2025 to a high of $7.50 per MMBtu in January 2025. 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 in favorable commodity-price environments, our customers face operational challenges such as severe weather disruptions, oil and gas takeaway constraints, produced water recycling and disposal limitations, seismicity concerns, new regulatory requirements, and optimizing large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can significantly impact 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. High inflation in the U.S. has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, raising operating costs and capital expenditures. Additionally, the Trump administration has imposed significant import tariffs, including on imports of steel and aluminum, and may impose further tariffs on other U.S. trading partners. These tariffs could substantially increase our operating and capital costs. While future inflation and tariff impacts are uncertain, higher operating and capital costs could materially and negatively affect 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. Interest rates can be volatile, affecting our interest expense on RCF and commercial paper borrowings. Future increased interest rates would likely 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 may affect investor yield requirements. A rising interest-rate environment could have an adverse impact on our unit price and ability to issue equity to make acquisitions, to reduce debt, or for other purposes. However, we expect our cost of capital to remain competitive, as our peers face similar interest-rate dynamics.

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ACQUISITIONS AND DIVESTITURES

During the second quarter of 2024, we closed on the sale of our 33.75% interest in the Marcellus Interest systems. 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. See Note 3—Acquisitions and Divestitures under Part I, Item 1 of this Form 10-Q.

RESULTS OF OPERATIONS

OPERATING RESULTS

The following tables and discussion present a summary of our results of operations:
Three Months Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Total revenues and other (1)
$917,116 $928,503 $887,729 
Equity income, net – related parties20,435 28,158 32,819 
Total operating expenses (1)
523,081 528,263 480,791 
Gain (loss) on divestiture and other, net(4,667)(2,655)239,617 
Operating income (loss)409,803 425,743 679,374 
Interest expense(97,293)(99,336)(94,506)
Gain (loss) on early extinguishment of debt— — 524 
Other income (expense), net7,477 15,617 2,346 
Income (loss) before income taxes319,987 342,024 587,738 
Income tax expense (benefit)3,435 444 1,522 
Net income (loss)316,552 341,580 586,216 
Net income (loss) attributable to noncontrolling interests7,545 7,967 13,386 
Net income (loss) attributable to Western Midstream Partners, LP (2)
$309,007 $333,613 $572,830 
_________________________________________________________________________________________
(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(2)For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 2.

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2025, to the three months ended December 31, 2024, or to the three months ended March 31, 2024, as applicable.
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Throughput
Three Months Ended
March 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation371 380 (2)%606 (39)%
Processing4,370 4,464 (2)%4,050 8 %
Equity investments (1)
550 550 — %508 8 %
Total throughput5,291 5,394 (2)%5,164 2 %
Throughput attributable to noncontrolling interests (2)
181 181 — %174 4 %
Total throughput attributable to WES for natural-gas assets
5,110 5,213 (2)%4,990 2 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation411 423 (3)%374 10 %
Equity investments (1)
103 121 (15)%202 (49)%
Total throughput514 544 (6)%576 (11)%
Throughput attributable to noncontrolling interests (2)
11 10 10 %11 — %
Total throughput attributable to WES for crude-oil and NGLs assets
503 534 (6)%565 (11)%
Throughput for produced-water assets (MBbls/d)
Gathering and disposal1,190 1,216 (2)%1,149 4 %
Throughput attributable to noncontrolling interests (2)
24 25 (4)%23 4 %
Total throughput attributable to WES for produced-water assets
1,166 1,191 (2)%1,126 4 %
_________________________________________________________________________________________
(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 103 MMcf/d compared to the three months ended December 31, 2024, primarily due to lower volumes at the DJ Basin and Powder River Basin complexes due to decreased production in the areas. These decreases were offset partially by higher volumes at the Brasada complex due to increased plant capacity beginning in January 2025.
Total throughput attributable to WES for natural-gas assets increased by 120 MMcf/d compared to the three months ended March 31, 2024, primarily due to (i) higher volumes at the West Texas, DJ Basin, and Powder River Basin complexes due to increased production in the areas, and (ii) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline beginning in November 2024. These increases were offset partially due to (i) lower volumes at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024, (ii) lower volumes at the Springfield gas-gathering system and Granger complex due to decreased production in the areas, and (iii) lower volumes at the MIGC system due to certain temporary customer constraints.

Crude-oil and NGLs assets
Total throughput attributable to WES for crude-oil and NGLs assets decreased by 31 MBbls/d compared to the three months ended December 31, 2024, primarily due to (i) lower volumes on the TEP and FRP pipelines, and (ii) lower volumes at the DJ Basin oil system due to decreased production in the area.
Total throughput attributable to WES for crude-oil and NGLs assets decreased by 62 MBbls/d compared to the three months ended March 31, 2024, primarily due to (i) the divestiture of Whitethorn LLC and Saddlehorn in the first quarter of 2024, and (ii) lower volumes on the TEP pipeline. These decreases were offset partially by higher volumes at the DBM oil system due to increased production in the area.
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Produced-water assets
Total throughput attributable to WES for produced-water assets decreased by 25 MBbls/d compared to the three months ended December 31, 2024, due to lower production and increased recycling activities in the upstream operations of our producers.
Total throughput attributable to WES for produced-water assets increased by 40 MBbls/d compared to the three months ended March 31, 2024, due to higher production, partially offset by increased recycling activities in the upstream operations of our producers.

Revenues
Three Months Ended
thousands except percentages and per-unit amounts
March 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Service revenues – fee based$823,197 $858,896 (4)%$781,262 5 %
Other revenues from customers
Service revenues – product based$59,252 $38,455 54 %$66,740 (11)%
Product sales34,469 31,024 11 %39,292 (12)%
Total other revenues from customers
$93,721 $69,479 35 %$106,032 (12)%
Per-unit gross average sales price:
Natural gas (per Mcf)$2.06 $0.80 158 %$1.25 65 %
NGLs (per Bbl)30.63 28.85 6 %30.93 (1)%

Service revenues – fee based
Service revenues – fee based decreased by $35.7 million compared to the three months ended December 31, 2024, primarily due to decreases of (i) $13.0 million at the DJ Basin complex due to decreased throughput, partially offset by increased deficiency fees, (ii) $7.4 million at the DBM water systems due to an amendment to contract terms effective January 1, 2025, and decreased throughput, (iii) $6.9 million and $5.2 million at the DJ Basin oil and Springfield systems, respectively, primarily due to annual cumulative catch-up adjustments for cost-of-service changes that increased revenue during the fourth quarter of 2024, as well as decreased throughput, and (iv) $2.5 million at the Powder River Basin complex attributable to decreased throughput.
Service revenues – fee based increased by $41.9 million compared to the three months ended March 31, 2024, primarily due to increases of (i) $31.1 million at the West Texas complex due to increased throughput, (ii) $8.6 million at the DBM oil system as a result of increased throughput and higher average fees resulting from a cost-of-service rate redetermination effective January 1, 2025, and (iii) $6.2 million and $4.4 million at the DJ Basin and Powder River Basin complexes, respectively, primarily due to increased throughput, partially offset by a decrease in deficiency fees. These increases were offset partially by a decrease of $10.0 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024.

Other revenues from customers
Other revenues from customers increased by $24.2 million compared to the three months ended December 31, 2024, primarily due to increases of (i) $18.7 million at the West Texas complex due to increased product recoveries and increased average prices, and (ii) $4.0 million at the DJ Basin complex due to changes in contract mix.
Other revenues from customers decreased by $12.3 million compared to the three months ended March 31, 2024, primarily due to decreases of (i) $8.0 million at the Chipeta complex attributable to contract changes effective during the third quarter of 2024 and decreased product recoveries, and (ii) $3.3 million at the Granger complex due to a contract change effective during the first quarter of 2024.

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Equity Income, Net – Related Parties
Three Months Ended
thousands except percentagesMarch 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Equity income, net – related parties$20,435 $28,158 (27)%$32,819 (38)%

Equity income, net – related parties decreased by $7.7 million compared to the three months ended December 31, 2024, primarily due to decreases of $4.1 million, $2.3 million, and $1.7 million at TEP, FRP, and Red Bluff Express, respectively.
Equity income, net – related parties decreased by $12.4 million compared to the three months ended March 31, 2024, primarily due to decreases of (i) $5.5 million resulting from the sale of several equity investments to third parties in the first quarter of 2024 and (ii) $3.6 million, $2.1 million, and $1.1 million at TEP, Red Bluff Express, and FRP, respectively. See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Cost of Product and Operation and Maintenance Expenses
Three Months Ended
thousands except percentagesMarch 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Natural-gas purchases
$14,017 $4,992 181 %$9,228 52 %
NGLs purchases60,418 57,988 4 %70,425 (14)%
Other(32,943)(23,665)(39)%(33,574)2 %
Cost of product41,492 39,315 6 %46,079 (10)%
Operation and maintenance226,514 231,244 (2)%194,939 16 %
Total Cost of product and Operation and maintenance expenses$268,006 $270,559 (1)%$241,018 11 %

Natural-gas purchases
Natural-gas purchases increased by $9.0 million and $4.8 million compared to the three months ended December 31, 2024, and March 31, 2024, respectively, primarily due to higher average prices at the West Texas complex.

NGLs purchases
NGLs purchases decreased by $10.0 million compared to the three months ended March 31, 2024, primarily due to decreases of (i) $5.6 million at the West Texas complex due to lower purchased volumes and average prices, and (ii) $4.5 million at the Chipeta complex due to a contract change effective during the third quarter of 2024.

Other items
Other items decreased by $9.3 million compared to the three months ended December 31, 2024, primarily due to changes in imbalance positions at the West Texas and DJ Basin complexes.

Operation and maintenance expense
Operation and maintenance expense increased by $31.6 million compared to the three months ended March 31, 2024, primarily due to increases of (i) $10.4 million in equipment and material costs, (ii) $7.2 million in utility expense, (iii) $4.2 million in salaries and wages costs, (iv) $4.2 million in maintenance and repair costs, and (v) $2.4 million in information technology costs.

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Other Operating Expenses
Three Months Ended
thousands except percentagesMarch 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
General and administrative$66,786 $76,028 (12)%$67,839 (2)%
Property and other taxes17,826 18,684 (5)%13,920 28 %
Depreciation and amortization170,460 162,990 5 %157,991 8 %
Long-lived asset and other impairments
3 2 50 %23 (87)%
Total other operating expenses$255,075 $257,704 (1)%$239,773 6 %

General and administrative expenses
General and administrative expenses decreased by $9.2 million compared to the three months ended December 31, 2024, primarily due to decreases in personnel costs and contract labor and consulting costs.

Property and other taxes
Property and other taxes increased by $3.9 million compared to the three months ended March 31, 2024, primarily due to a lower ad valorem property tax accrual recorded during 2024 related to the finalization of 2023 assessments at the DJ Basin complex and DJ Basin oil system.

Depreciation and amortization expense
Depreciation and amortization expense increased by $7.5 million compared to the three months ended December 31, 2024, primarily due to increases of (i) $3.2 million at the Powder River Basin complex primarily due to acceleration of depreciation expense during the first quarter of 2025 and updated salvage values, and (ii) $2.6 million at the West Texas complex primarily related to capital projects being placed into service.
Depreciation and amortization expense increased by $12.5 million compared to the three months ended March 31, 2024, primarily due to capital projects being placed into service at the West Texas complex and DBM water systems.
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Interest Expense
Three Months Ended
thousands except percentagesMarch 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Long-term and short-term debt
$(96,060)$(99,489)(3)%$(95,956)— %
Finance lease liabilities(583)(609)(4)%(677)(14)%
Commitment fees and amortization of debt-related costs(3,201)(3,376)(5)%(3,200)— %
Capitalized interest2,551 4,138 (38)%5,327 (52)%
Interest expense$(97,293)$(99,336)(2)%$(94,506)3 %

Interest expense increased by $2.8 million compared to the three months ended March 31, 2024, primarily due to increases of (i) $11.1 million of interest incurred on the 5.450% Senior Notes due 2034 that were issued during the third quarter of 2024 and (ii) $2.8 million due to lower capitalized interest. These increases were offset partially by decreases of (i) $5.7 million due to no outstanding borrowings on the commercial paper program during 2025, (ii) $3.7 million due to the repayment of the 3.100% Senior Notes due 2025 during the first quarter of 2025, and (iii) $1.6 million due to lower outstanding balances on certain senior notes due to debt repurchases. See Liquidity and Capital Resources—Debt and credit facilities within this Item 2.

Other Income (Expense), Net
Three Months Ended
thousands except percentagesMarch 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Other income (expense), net$7,477 $15,617 (52)%$2,346 NM

Other income (expense), net decreased by $8.1 million compared to the three months ended December 31, 2024, primarily due to interest income earned resulting from higher cash and cash equivalent balances during the fourth quarter of 2024.
Other income (expense), net increased by $5.1 million compared to the three months ended March 31, 2024, primarily due to interest income earned resulting from higher cash and cash equivalent balances during the first quarter of 2025.

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) income tax benefit, (v) other income, and (vi) 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 (i) should not be considered as alternatives to the comparable GAAP measures or any other measure of financial performance presented in accordance with GAAP, (ii) have important limitations as analytical tools because they exclude some, but not all, items that affect the comparable GAAP measures, (iii) should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, and (iv) 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 our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences, 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 reconciliations of the GAAP measure to our non-GAAP measures:
Three Months Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Reconciliation of Gross margin to Adjusted Gross Margin
Total revenues and other$917,116 $928,503 $887,729 
Less:
Cost of product41,492 39,315 46,079 
Depreciation and amortization170,460 162,990 157,991 
Gross margin705,164 726,198 683,659 
Add:
Distributions from equity investments34,344 31,585 48,337 
Depreciation and amortization170,460 162,990 157,991 
Less:
Reimbursed electricity-related charges recorded as revenues29,004 31,834 24,695 
Adjusted Gross Margin attributable to noncontrolling interests (1)
20,181 20,542 20,240 
Adjusted Gross Margin
$860,783 $868,397 $845,052 
_________________________________________________________________________________________
(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 Ended
thousands except per-unit amountsMarch 31, 2025December 31, 2024March 31, 2024
Gross margin
Gross margin for natural-gas assets (1)
$527,144 $534,452 $511,584 
Gross margin for crude-oil and NGLs assets (1)
101,275 108,259 93,578 
Gross margin for produced-water assets (1)
84,576 91,219 85,041 
Per-Mcf Gross margin for natural-gas assets (2)
1.11 1.08 1.09 
Per-Bbl Gross margin for crude-oil and NGLs assets (2)
2.19 2.16 1.78 
Per-Bbl Gross margin for produced-water assets (2)
0.79 0.82 0.81 
Adjusted Gross Margin
Adjusted Gross Margin for natural-gas assets
$618,452 $616,373 $597,163 
Adjusted Gross Margin for crude-oil and NGLs assets
143,475 147,060 150,269 
Adjusted Gross Margin for produced-water assets
98,856 104,964 97,620 
Per-Mcf Adjusted Gross Margin for natural-gas assets (3)
1.34 1.29 1.32 
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (3)
3.17 3.00 2.92 
Per-Bbl Adjusted Gross Margin for produced-water assets (3)
0.94 0.96 0.95 
_________________________________________________________________________________________
(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 Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)$316,552 $341,580 $586,216 
Add:
Distributions from equity investments34,344 31,585 48,337 
Non-cash equity-based compensation expense
8,248 9,421 9,423 
Interest expense97,293 99,336 94,506 
Income tax expense3,435 444 1,522 
Depreciation and amortization170,460 162,990 157,991 
Long-lived asset and other impairments
3 2 23 
Other expense190 9 112 
Less:
Gain (loss) on divestiture and other, net(4,667)(2,655)239,617 
Gain (loss) on early extinguishment of debt— — 524 
Equity income, net – related parties20,435 28,158 32,819 
Other income7,477 15,617 2,346 
Adjusted EBITDA attributable to noncontrolling interests (1)
13,708 13,548 14,415 
Adjusted EBITDA$593,572 $590,699 $608,409 
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$530,793 $554,446 $399,708 
Interest (income) expense, net97,293 99,336 94,506 
Accretion and amortization of long-term obligations, net
(2,202)(2,354)(2,190)
Current income tax expense (benefit)1,722 411 1,292 
Other (income) expense, net(7,477)(15,617)(2,346)
Distributions from equity investments in excess of cumulative earnings – related parties11,007 3,290 19,033 
Changes in assets and liabilities:
Accounts receivable, net(28,634)30,203 53,714 
Accounts and imbalance payables and accrued liabilities, net46,684 (56,949)100,383 
Other items, net(41,906)(8,519)(41,276)
Adjusted EBITDA attributable to noncontrolling interests (1)
(13,708)(13,548)(14,415)
Adjusted EBITDA$593,572 $590,699 $608,409 
Cash flow information
Net cash provided by operating activities$530,793 $554,446 $399,708 
Net cash provided by (used in) investing activities
(140,790)(230,321)396,849 
Net cash provided by (used in) financing activities(1,032,020)(358,398)(774,098)
_________________________________________________________________________________________
(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 Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Reconciliation of Net cash provided by operating activities to Free Cash Flow
Net cash provided by operating activities$530,793 $554,446 $399,708 
Less:
Capital expenditures142,402 238,769 193,789 
Contributions to equity investments – related parties— 9,690 — 
Add:
Distributions from equity investments in excess of cumulative earnings – related parties11,007 3,290 19,033 
Free Cash Flow
$399,398 $309,277 $224,952 
Cash flow information
Net cash provided by operating activities$530,793 $554,446 $399,708 
Net cash provided by (used in) investing activities
(140,790)(230,321)396,849 
Net cash provided by (used in) financing activities(1,032,020)(358,398)(774,098)

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 Revenues, Cost of Product (Natural-gas purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).
Gross margin decreased by $21.0 million compared to the three months ended December 31, 2024, due to (i) an $11.4 million decrease in total revenues and other, (ii) a $7.5 million increase in depreciation and amortization, and (iii) a $2.2 million increase in cost of product.
Gross margin increased by $21.5 million compared to the three months ended March 31, 2024, primarily due to (i) a $29.4 million increase in total revenues and other and (ii) a $4.6 million decrease in cost of product. These amounts were offset partially by a $12.5 million increase in depreciation and amortization.

Net income (loss). Refer to Operating Results within this Item 2 for a discussion of the primary components of Net income (loss) as compared to the prior periods.
Net income (loss) decreased by $25.0 million compared to the three months ended December 31, 2024, primarily due to (i) an $11.4 million decrease in total revenues and other, (ii) an $8.1 million decrease in other income (expense), net, and (iii) a $7.7 million decrease in equity income, net – related parties.
Net income (loss) decreased by $269.7 million compared to the three months ended March 31, 2024, primarily due to (i) a $244.3 million decrease in gain (loss) on divestiture and other, net, (ii) a $42.3 million increase in total operating expenses, and (iii) a $12.4 million decrease in equity income, net – related parties. These amounts were offset partially by a $29.4 million increase in total revenues and other.

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 Ended
thousands except percentages and per-unit amountsMarch 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Adjusted Gross Margin
$860,783 $868,397 (1)%$845,052 2 %
Per-Mcf Adjusted Gross Margin for natural-gas assets (1)
1.34 1.29 4 %1.32 2 %
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (1)
3.17 3.00 6 %2.92 9 %
Per-Bbl Adjusted Gross Margin for produced-water assets (1)
0.94 0.96 (2)%0.95 (1)%
Adjusted EBITDA593,572 590,699 — %608,409 (2)%
Free cash flow399,398 309,277 29 %224,952 78 %
_________________________________________________________________________________________
(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 $7.6 million compared to the three months ended December 31, 2024, primarily due to (i) decreased throughput, partially offset by increased deficiency fees at the DJ Basin complex, (ii) decreased throughput and annual cumulative catch-up adjustments for cost-of-service changes that increased revenue during the fourth quarter of 2024 at the DJ Basin oil and Springfield systems, and (iii) decreased throughput and an amendment to contract terms effective January 1, 2025, at the DBM water systems. These decreases were offset partially by increased product recoveries and increased average prices at the West Texas complex.
Adjusted Gross Margin increased by $15.7 million compared to the three months ended March 31, 2024, primarily due to (i) increased throughput at the West Texas and Powder River Basin complexes and (ii) increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2025, at the DBM oil system. These increases were offset partially by (i) the sale of our interests in the Marcellus Interest systems, Saddlehorn, and Mont Belvieu JV during 2024, and (ii) a contract change effective during the first quarter of 2024 at the Granger complex.
Per-Mcf Adjusted Gross Margin for natural-gas assets increased by $0.05 compared to the three months ended December 31, 2024, primarily due to increased product recoveries and increased average prices at the West Texas complex.
Per-Mcf Adjusted gross margin for natural-gas assets increased by $0.02 compared to the three months ended March 31, 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, and (ii) the sale of our interest in the Marcellus Interest systems in the second quarter of 2024, which had a lower-than-average per-Mcf margin compared to our other natural-gas assets.
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets increased by $0.17 compared to the three months ended December 31, 2024, primarily due to (i) increased distributions at FRP and (ii) decreased throughput at TEP, which had a lower-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets. These increases were offset partially by a decrease resulting from an annual cumulative catch-up adjustment for cost-of-service changes that increased revenue during the fourth quarter of 2024 at the DJ Basin oil system.
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets increased by $0.25 compared to the three months ended March 31, 2024, primarily due to (i) the sale of our interests in Saddlehorn and Mont Belvieu JV in the first quarter of 2024 and decreased throughput at TEP, all of which had lower-than-average per-Bbl margins as compared to our other crude oil and NGLs assets, and (ii) increased distributions at FRP. These increases were offset partially by decreased revenues associated with demand volumes, partially offset by increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2025, at the DJ Basin oil system.
Per-Bbl Adjusted Gross Margin for produced-water assets decreased by $0.02 compared to the three months ended December 31, 2024, primarily due to a change in contract terms effective January 1, 2025, and decreased throughput.

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Adjusted EBITDA. Adjusted EBITDA increased by $2.9 million compared to the three months ended December 31, 2024, primarily due to (i) an $8.1 million decrease in general and administrative expenses excluding non-cash equity-based compensation expense, (ii) a $4.7 million decrease in operation and maintenance expenses, and (iii) a $2.8 million increase in distributions from equity investments. These amounts were offset partially by (i) an $11.4 million decrease in total revenues and other and (ii) a $2.0 million increase in cost of product (net of lower of cost or market inventory adjustments).
Adjusted EBITDA decreased by $14.8 million compared to the three months ended March 31, 2024, primarily due to (i) a $31.6 million increase in operation and maintenance expenses, (ii) a $14.0 million decrease in distributions from equity investments, and (iii) a $3.9 million increase in property taxes. These amounts were offset partially by (i) a $29.4 million increase in total revenues and other and (ii) a $4.7 million decrease in cost of product (net of lower of cost or market inventory adjustments).

Free Cash Flow. Free Cash Flow increased by $90.1 million compared to the three months ended December 31, 2024, primarily due to (i) a $96.4 million decrease in capital expenditures, (ii) a $9.7 million decrease in contributions to equity investments, and (iii) a $7.7 million increase in distributions from equity investments in excess of cumulative earnings. These amounts were offset partially by a $23.7 million decrease in net cash provided by operating activities.
Free Cash Flow increased by $174.4 million compared to the three months ended March 31, 2024, primarily due to (i) a $131.1 million increase in net cash provided by operating activities and (ii) a $51.4 million decrease in capital expenditures. These amounts were offset partially by an $8.0 million decrease in distributions from equity investments in excess of cumulative earnings.
See Capital Expenditures and Historical Cash Flow within this Item 2 for further information.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include equity and debt service, operating expenses, acquisitions, and capital expenditures. Our sources of liquidity, as of March 31, 2025, 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. We distribute all our available cash, as defined in our partnership agreement, within 55 days following each quarter’s end. The Board declared a cash distribution to unitholders for the first quarter of 2025 of $0.910 per unit, or $355.3 million in the aggregate. The cash distribution is payable on May 15, 2025, to our unitholders of record at the close of business on May 2, 2025.
In February 2025, the Board authorized a buyback program of up to $250.0 million of our common units through December 31, 2026 (the “2025 Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. 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 acquire any common units and the program may be suspended or discontinued at our discretion without prior notice.
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 March 31, 2025, we had a $179.0 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. As of March 31, 2025, 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 8—Selected Components of Working Capital and Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Capital expenditures. Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Acquisitions and capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:
Three Months Ended 
March 31,
thousands20252024
Acquisitions$— $443 
Capital expenditures (1)
142,402 193,789 
Capital incurred (1)
167,212 210,930 
_________________________________________________________________________________________
(1)For three months ended March 31, 2025 and 2024, included $2.6 million and $5.3 million, respectively, of capitalized interest.

Capital expenditures decreased by $51.4 million for the three months ended March 31, 2025, primarily due to decreases of (i) $56.2 million at the West Texas complex, primarily attributable to construction costs incurred in 2024 associated with the North Loving plant that was completed in the first quarter of 2025, (ii) $15.1 million at the DBM water systems due to decreased construction of certain water-disposal wells, equipment, facilities, and well-connect projects, and (iii) $6.4 million in corporate-level capital expenditures. These decreases were offset partially by increases of (i) $16.2 million at the Powder River Basin complex primarily attributable to an increase in construction of facilities and well-connect projects and (ii) $11.6 million at the DBM oil system related to an increase in pipeline and oil pumping 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:
Three Months Ended 
March 31,
thousands20252024
Net cash provided by (used in):
Operating activities$530,793 $399,708 
Investing activities(140,790)396,849 
Financing activities(1,032,020)(774,098)
Net increase (decrease) in cash and cash equivalents$(642,017)$22,459 

Operating activities. Net cash provided by operating activities increased for the three months ended March 31, 2025, primarily due to the impact of changes in assets and liabilities, partially offset by lower distributions from equity-investment earnings, higher interest expense and lower cash operating income. 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 used in investing activities for the three months ended March 31, 2025, primarily included (i) capital expenditures, primarily related to expansion, construction, and asset-integrity projects at the West Texas complex, Powder River Basin complex, DBM water systems, DJ Basin complex, and DBM oil system, (ii) increases to materials and supplies inventory and other, and (iii) distributions received from equity investments in excess of cumulative earnings.
Net cash provided by investing activities for the three months ended March 31, 2024, primarily included (i) proceeds related to the sale of several equity investments to third parties, (ii) distributions received from equity investments in excess of cumulative earnings, (iii) 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 (iv) increases to materials and supplies inventory and other.

Financing activities. Net cash used in financing activities for the three months ended March 31, 2025, primarily included (i) retiring the total principal amount outstanding of the 3.100% Senior Notes due 2025 at par value and (ii) distributions paid to WES unitholders and noncontrolling interest owners.
Net cash used in financing activities for the three months ended March 31, 2024, primarily included (i) net repayments under the commercial paper program, (ii) distributions paid to WES unitholders and noncontrolling interest owners, and (iii) purchasing and retiring portions of certain of WES Operating’s senior notes via open-market repurchases.

Debt and credit facilities. As of March 31, 2025, the carrying value of outstanding debt was $7.3 billion. In addition, we have $336.8 million in senior note borrowings due within the next year and, as of March 31, 2025, 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 three months ended March 31, 2025, WES Operating (i) retired the 3.100% Senior Notes due 2025 on the maturity date of February 3, 2025, for $663.8 million. As of March 31, 2025, the 3.950% Senior Notes due 2025 were classified as short-term debt on the consolidated balance sheet. WES Operating intends to repay the 3.950% Senior Notes due 2025 at or prior to maturity with cash on hand, including proceeds received from the 2024 public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034.
For additional information on our senior notes, RCF, and commercial paper program, see Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Credit risk. We bear credit risk through exposure to non-payment or non-performance by our counterparties (e.g., Occidental and other customers, financial institutions, and other parties), including risks 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.

ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING

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

Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:
Three Months Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Net income (loss) attributable to WES$309,007 $333,613 $572,830 
Limited partner interest in WES Operating not held by WES (1)
6,303 6,806 11,700 
General and administrative expenses (2)
(188)(126)360 
Other income (expense), net(46)(58)(59)
Income taxes— 8 — 
Net income (loss) attributable to WES Operating$315,076 $340,243 $584,831 
_________________________________________________________________________________________
(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.

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Reconciliation of net cash provided by (used in) operating and financing activities. The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows:
Three Months Ended 
March 31,
thousands20252024
WES net cash provided by operating activities$530,793 $399,708 
General and administrative expenses (1)
(188)360 
Non-cash equity-based compensation expense
(104)(145)
Changes in working capital(18,990)(19,215)
Other income (expense), net(46)(59)
WES Operating net cash provided by operating activities$511,465 $380,649 
WES net cash provided by (used in) financing activities$(1,032,020)$(774,098)
Distributions to WES unitholders (2)
340,996 223,438 
Distributions to WES from WES Operating (3)
(340,407)(224,855)
Increase (decrease) in outstanding checks(5)(67)
Other18,454 19,364 
WES Operating net cash provided by (used in) financing activities$(1,012,982)$(756,218)
_________________________________________________________________________________________
(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.

Noncontrolling interest. WES Operating’s noncontrolling interest consists of the 25% third-party interest in Chipeta.

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, 2024.

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.

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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, 2024, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q.
For the three months ended March 31, 2025, 96% 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 lowered its target range for the federal funds rate three times in 2024, and the target range has remained static during the three months ended March 31, 2025. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of March 31, 2025, 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 March 31, 2025, 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.

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 9A, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of March 31, 2025.

Changes in Internal Control Over Financial Reporting. There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We have elected to use a $1.0 million threshold for disclosing certain proceedings arising under federal, state, or local environmental laws when a government authority is a party and potential monetary sanctions are involved. We believe proceedings under this threshold are not material to our business and financial 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, 2024, 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 2025 Purchase Program during the first quarter of 2025:
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)
January 1-31, 2025— $— — $— 
February 1-28, 2025— — — 250,000,000 
March 1-31, 2025— — — 250,000,000 
Total— — — 
______________________________________________________________________________________
(1)In 2025, the Board authorized WES to buy back up to $250.0 million of our common units through December 31, 2026. 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.

Item 5. Other Information

Insider Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended March 31, 2025, 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).


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Appointment of Independent Director

On May 4, 2025, Robert G. Phillips was appointed as a member of the Board. Mr. Phillips will also serve on the Special Committee and Compensation Committee of the Board.
The Board has determined that Mr. Phillips qualifies as an independent director under the applicable listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934. Mr. Phillips’ compensation as a member of the Board will be consistent with the compensation of other independent members of the Board, which is described under the section titled “Executive Compensation—Director Compensation” of the Partnership’s Annual Report on Form 10-K filed with the SEC on February 26, 2025, except that his cash compensation for 2025 will be prorated based on the term of his service.
There are no arrangements or understandings between Mr. Phillips and any other person pursuant to which he was selected to be a director. There are no related person transactions regarding Mr. Phillips that require disclosure under Item 404(a) of Regulation S-K.
Mr. Phillips will have rights to indemnification by the Partnership and the General Partner pursuant to the organizational documents of the Partnership and the General Partner, and an Indemnification Agreement, the form of which has been previously filed by the Partnership.

Item 6.  Exhibits

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

Exhibit Index
Exhibit
Number		Description
#2.1
Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753).
3.1
Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763).
3.2
Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
3.3
Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753).
3.4
Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763).
3.5
Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
3.6
Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
3.7
Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753).
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Exhibit
Number		Description
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
Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 21, 2024, File No. 001-35753).
4.2
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).
4.3
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).
4.4
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).
4.5
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).
4.6
Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
4.7
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).
4.8
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).
4.9
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).
4.10
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).
4.11
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).
4.12
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).
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Exhibit
Number		Description
4.13
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).
4.14
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).
4.15
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).
4.16
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).
4.17
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).
4.18
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).
4.19
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).
4.20
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).
4.21
Form of 6.150% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
4.22
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).
4.23
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).
4.24
Fourteenth Supplemental Indenture, dated as of August 20, 2024, 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 August 20, 2024, File No. 001-34046).
4.25
Form of 5.450% Senior Notes due 2034 (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 August 20, 2024, File No. 001-34046).
*
10.
1
Retirement Agreement, dated February 18, 2025, between Robert W. Bourne and Western Midstream Partners, LP.
*
10.
2
Western Midstream Partners, LP Executive Severance Plan (Amended and Restated as of February 20, 2025).
*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.
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Exhibit
Number		Description
*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
May 7, 2025
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
May 7, 2025
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
WESTERN MIDSTREAM OPERATING, LP
May 7, 2025
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
May 7, 2025
/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)
57

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