Western Midstream Partners, LP - Annual Report: 2023 (Form 10-K)

Capital expenditures (1)

735,080Operating activities$Investing activities(1,607,291)Financing activities(67,912)(45)(11)1,045,812 $1,244,620 $937,987

_________________________________________________________________________________________

(1)Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES. A subsidiary of Occidental held a 2.0% limited partner interest in WES Operating for all periods presented.

(2)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.

Reconciliation of net cash provided by (used in) operating and financing activities. The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows:

) ))


		Year Ended December 31,
thousands		2023			2022		2021
WES net cash provided by operating activities		$	1,661,334		$	1,701,426	$	1,766,852
General and administrative expenses (1)		2,943			2,656		2,932
Non-cash equity-based compensation expense		(581)			(570)		6,912
Changes in working capital		(15,226)			(9,341)		(11,315)
Other income (expense), net		(275)			(45)		(11)
Income taxes		6			7		9


	$			$

_________________________________________________________________________________________

(1) billion, $ billion, and $ billion for the years ended December 31, 2023, 2022, and 2021, respectively. See Note 6.

(2)

(3)) million, $() million, and $ million for the years ended December 31, 2023, 2022, and 2021, respectively, all primarily related to changes in imbalance positions. See Note 6.

(4)

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

December 31,

thousands except number of units

2023

2022

ASSETS

Current assets

Cash and cash equivalents

Accounts receivable, net

Other current assets

Total current assets

Property, plant, and equipment

Cost

Less accumulated depreciation

Net property, plant, and equipment

Goodwill

Other intangible assets

Equity investments

Other assets (1)

Total assets (2)

LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL

Current liabilities

Accounts and imbalance payables

Short-term debt

Accrued ad valorem taxes

Accrued liabilities

Total current liabilities

Long-term liabilities

Long-term debt

Deferred income taxes

Asset retirement obligations

Other liabilities

Total long-term liabilities

Total liabilities (3)

Equity and partners’ capital

Common units ( and units issued and outstanding at December 31, 2023 and 2022, respectively)

General partner units ( units issued and outstanding at December 31, 2023 and 2022)

Total partners’ capital

Noncontrolling interests

Total equity and partners’ capital

Total liabilities, equity, and partners’ capital

________________________________________________________________________________________

(1) million and $ million of NGLs line-fill inventory as of December 31, 2023 and 2022, respectively. Other assets also includes $ million and $ million of materials and supplies inventory as of December 31, 2023 and 2022, respectively.

(2) billion as of December 31, 2023 and 2022, which includes related-party Accounts receivable, net of $ million and $ million as of December 31, 2023 and 2022, respectively. See Note 6.

(3) million and $ million as of December 31, 2023 and 2022, 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

Partners’ Capital

thousands

Common
Units

General Partner
Units

Noncontrolling
Interests

Total

Balance at December 31, 2020

()

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to noncontrolling interest owner of WES Operating

—

()

Distributions to Partnership unitholders

()

—

()

Unit repurchases (1)

()

—

()

Contributions of equity-based compensation from Occidental

—

Equity-based compensation expense

—

Net contributions from (distributions to) related parties

—

Other

()

—

()

Balance at December 31, 2021

()

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to noncontrolling interest owner of WES Operating

—

()

Distributions to Partnership unitholders

()

—

()

Unit repurchases (1)

()

—

()

Contributions of equity-based compensation from Occidental

—

Equity-based compensation expense

—

Net contributions from (distributions to) related parties

—

Other

()

—

()

Balance at December 31, 2022

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to noncontrolling interest owner of WES Operating

—

()

Distributions to Partnership unitholders

()

—

()

Unit repurchases (1)

()

—

()

Equity-based compensation expense

—

Other

()

—

()

Balance at December 31, 2023

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(1)

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

) )


		Year Ended December 31,
thousands		2023		2022	2021
Cash flows from operating activities
Net income (loss)		$		$	$
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
Long-lived asset and other impairments
Non-cash equity-based compensation expense
Deferred income taxes					()
Accretion and amortization of long-term obligations, net
Equity income, net – related parties		()		()	()
Distributions from equity-investment earnings – related parties
(Gain) loss on divestiture and other, net				()	()
(Gain) loss on early extinguishment of debt		()		()
Other
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net		()		()
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net		()		()
Change in other items, net
Net cash provided by operating activities
Cash flows from investing activities
Capital expenditures		()		()	()


	$		$

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(1) billion, $ billion, and $ billion for the years ended December 31, 2023, 2022, and 2021, respectively. See Note 6.

(2)

(3)) million, $() million, and $ million for the years ended December 31, 2023, 2022, and 2021, respectively, all primarily related to changes in imbalance positions. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED BALANCE SHEETS

December 31,

thousands except number of units

2023

2022

ASSETS

Current assets

Cash and cash equivalents

Accounts receivable, net

Other current assets

Total current assets

Property, plant, and equipment

Cost

Less accumulated depreciation

Net property, plant, and equipment

Goodwill

Other intangible assets

Equity investments

Other assets (1)

Total assets (2)

LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL

Current liabilities

Accounts and imbalance payables

Short-term debt

Accrued ad valorem taxes

Accrued liabilities

Total current liabilities

Long-term liabilities

Long-term debt

Deferred income taxes

Asset retirement obligations

Other liabilities

Total long-term liabilities

Total liabilities (3)

Equity and partners’ capital

Common units ( units issued and outstanding at December 31, 2023, and 2022)

Total partners’ capital

Noncontrolling interest

Total equity and partners’ capital

Total liabilities, equity, and partners’ capital

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(2) billion as of December 31, 2023 and 2022, which includes related-party Accounts receivable, net of $ million and $ million as of December 31, 2023 and 2022, respectively. See Note 6.

(3) million and $ million as of December 31, 2023 and 2022, 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

thousands

Common
Units

Noncontrolling
Interest

Total

Balance at December 31, 2020

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to WES Operating unitholders

()

—

()

Contributions of equity-based compensation from Occidental

—

Contributions of equity-based compensation from WES

—

Net contributions from (distributions to) related parties

—

Balance at December 31, 2021

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to WES Operating unitholders

()

—

()

Contributions of equity-based compensation from Occidental

—

Contributions of equity-based compensation from WES

—

Net contributions from (distributions to) related parties

—

Balance at December 31, 2022

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to WES Operating unitholders

()

—

()

Contributions of equity-based compensation from WES

—

Balance at December 31, 2023

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
thousands	2023	2022	2021
Cash flows from operating activities
Net income (loss)	$	$	$
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
Long-lived asset and other impairments
Non-cash equity-based compensation expense
Deferred income taxes			()
Accretion and amortization of long-term obligations, net
Equity income, net – related parties	()	()	()
Distributions from equity-investment earnings – related parties
(Gain) loss on divestiture and other, net		()	()
(Gain) loss on early extinguishment of debt	()	()
Other
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net	()	()	()
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net	()	()
Change in other items, net
Net cash provided by operating activities
Cash flows from investing activities
Capital expenditures	()	()	()
Acquisitions from third parties	()	()
Contributions to equity investments – related parties	()	()	()
Distributions from equity investments in excess of cumulative earnings – related parties
Proceeds from the sale of assets to related parties
Proceeds from the sale of assets to third parties	()
(Increase) decrease in materials and supplies inventory and other	()	()
Net cash used in investing activities	()	()	()
Cash flows from financing activities
Borrowings, net of debt issuance costs
Repayments of debt	()	()	()
Commercial paper borrowings (repayments), net
Increase (decrease) in outstanding checks			()
Distributions to WES Operating unitholders (1)	()	()	()
Distributions to Chipeta noncontrolling interest owner	()	()	()
Net contributions from (distributions to) related parties
Other	()	()	()
Net cash provided by (used in) financing activities	()	()	()
Net increase (decrease) in cash and cash equivalents	()		()
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	$	$	$
Supplemental disclosures

$ $

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(1)Includes fixed- and variable-lease revenue from an operating and maintenance agreement entered into with Occidental. See Note 6 and Note 14.

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

$ Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period()()Additional estimated revenues recognized Cumulative catch-up adjustment for change in estimated consideration

Contract assets balance at end of year

$ $ December 31,thousands20232022Other current assets$ $ Other assets Total contract assets from contracts with customers$ $

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ Cash received or receivable, excluding revenues recognized during the period Revenues recognized that were included in the contract liability balance at the beginning of the period()()Cumulative catch-up adjustment for change in estimated consideration()

Amounts acquired with the acquisition of Meritage (1)

Contract liabilities balance at end of year

$ $ December 31,thousands20232022Accrued liabilities$ $ Other liabilities Total contract liabilities from contracts with customers$ $

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(1)See Note 3.

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

The pro forma information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Meritage acquisition been completed at the assumed date, nor is it necessarily indicative of future operating results of the combined entity. The pro forma adjustments reflect pre-acquisition results of the Meritage acquisition including (i) adjustments of $ million and $ million for the years ended December 31, 2023 and 2022, respectively, to decrease revenues and cost of product to apply the Partnership’s revenue recognition policy to record revenue and cost of product on a net basis within revenues for certain contracts; (ii) adjustments of $ million and $ million for the years ended December 31, 2023 and 2022, respectively, to decrease depreciation and amortization expense based on the acquisition-date fair value of property, plant, and equipment and estimated useful lives; and (iii) adjustments of $ million to decrease interest expense and $ million to increase interest expense for the years ended December 31, 2023 and 2022, respectively, related to the $ million senior note issuance in September 2023 and borrowings on the RCF to finance the Meritage acquisition. The pro forma adjustments include estimates and assumptions based on currently available information. Management believes the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected. The pro forma information reflects recurring adjustments, but does not reflect any cost savings or other synergies anticipated as a result of the Meritage acquisition, nor any future acquisition-related expenses.

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

% interest in Cactus II to two third parties for $ million, which includes a $ million pro-rata distribution through closing. Total proceeds were received during the fourth quarter of 2022, resulting in a net gain on sale of $ million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statements of operations.

Ranch Westex. In September 2022, the Partnership acquired the remaining % interest in Ranch Westex JV LLC (“Ranch Westex”) from a third party for $ million. Subsequent to the acquisition, (i) the Partnership is the sole owner and operator of the asset, (ii) Ranch Westex is no longer accounted for under the equity method of accounting, and (iii) the Ranch Westex processing plant is included as part of the operations of the West Texas complex.

Fort Union and Bison facilities. In October 2020, the Partnership (i) sold its % interest in Fort Union Gas Gathering, LLC (“Fort Union”), which was accounted for under the equity method of accounting, and (ii) entered into an option agreement to sell the Bison treating facility, located in Northeast Wyoming, to a third party. During the second quarter of 2021, the third party exercised its option to purchase the Bison treating facility and the sale closed. The Partnership received total proceeds of $ million, $ million in the fourth quarter of 2020 and $ million when the sale closed in the second quarter of 2021, resulting in a net gain on sale of $ million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statements of operations.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

days following each quarter’s end. The amount of available cash (beyond proper reserves as defined in the partnership agreement) generally is all cash on hand at the end of the quarter, plus, at the discretion of the general partner, working capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by the general partner to provide for the proper conduct of the Partnership’s business, including (i) to fund future capital expenditures; (ii) to comply with applicable laws, debt instruments, or other agreements; or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement and are intended to be repaid or refinanced within 12 months. In all cases, working capital borrowings are used solely for working capital purposes or to fund unitholder distributions. $ May 14, 2021April 30, 2021June 30 August 13, 2021July 30, 2021September 30 November 12, 2021November 1, 2021December 31 February 14, 2022January 31, 20222022March 31$ $ May 13, 2022May 2, 2022June 30 August 12, 2022August 1, 2022September 30 November 14, 2022October 31, 2022December 31 February 13, 2023February 1, 20232023

March 31 (1)

$ $ May 15, 2023May 1, 2023June 30 August 14, 2023July 31, 2023September 30 November 13, 2023November 1, 2023December 31 February 13, 2024February 1, 2024)) ()

_________________________________________________________________________________________

(1)See Note 7.

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

(3)Balances for the years ended December 31, 2022 and 2021, include equity-based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6). The balance for the year ended December 31, 2021, also includes amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Note 6).

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ Other current assets

Equity investments (1)

Other assets Total assets LiabilitiesAccounts and imbalance payables Accrued liabilities

Other liabilities (2)

Total liabilities

_________________________________________________________________________________________

(1)See Note 7.

(2)Includes contract liabilities from contracts with customers. See Note 2.


Consolidated statements of cash flows
		Year Ended December 31,
thousands		2023		2022	2021
Distributions from equity-investment earnings – related parties		$		$	$
Capital expenditures				()	()
Proceeds from the sale of assets to related parties
Contributions to equity investments – related parties		()		()	()
Distributions from equity investments in excess of cumulative earnings – related parties
Distributions to Partnership unitholders (1)		()		()	()
Distributions to WES Operating unitholders (2)		()		()	()
Net contributions from (distributions to) related parties
	$		$

_________________________________________________________________________________________

(1)Includes an intercompany service fee between the Partnership and WES Operating. Balances for the years ended December 31, 2022 and 2021, include equity-based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6). The balance for the year ended December 31, 2021, also includes amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Note 6).

))


Consolidated balance sheets
	December 31,
thousands	2023	2022

_________________________________________________________________________________________

(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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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million less than the Partnership’s underlying equity in White Cliffs’ net assets. During the year ended December 31, 2022, the Partnership recognized an impairment loss of $ million that resulted from a decline in value below the carrying value, which was determined to be other than temporary in nature. This investment was impaired to its estimated fair value of $ million, using the income approach and Level-3 fair value inputs, due to a reduction in estimated future cash flows resulting from lower forecasted producer throughput.

The investment balance in Rendezvous at December 31, 2023, includes $ million for the purchase price allocated to the investment in Rendezvous in excess of the historic cost basis of Western Gas Resources, Inc. (“WGRI”), the entity that previously owned the interest in Rendezvous, which Anadarko acquired in August 2006. This excess balance is attributable to the difference between the fair value and book value of such gathering and treating facilities (at the time WGRI was acquired by Anadarko) and will be amortized to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of those facilities.

The investment balance in Whitethorn LLC at December 31, 2023, is $ million less than the Partnership’s underlying equity in Whitethorn LLC’s net assets, primarily due to terms of the acquisition agreement which provided the Partnership a share of pre-acquisition operating cash flow. This difference will be accreted to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of Whitethorn.

The investment balance in Saddlehorn at December 31, 2023, was $ million less than the Partnership’s underlying equity in Saddlehorn’s net assets, primarily due to income from an expansion project that was funded by Saddlehorn’s other owners being disproportionately allocated to the Partnership beginning in the second quarter of 2020. This difference will be accreted to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of the Saddlehorn pipeline.

In November 2022, the Partnership sold its % interest in Cactus II to two third parties. In September 2022, the Partnership acquired the remaining % interest in Ranch Westex from a third party. Subsequent to the acquisition, the Partnership is the sole owner and operator of the asset and Ranch Westex is no longer accounted for under the equity method of accounting. See Note 3.

Management evaluates its equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value that is other than temporary. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether the investment has been impaired. Management assesses the fair value of equity investments using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss in the consolidated statements of operations.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ $ Operating income Net income


	December 31,
thousands	2023	2022
Current assets	$	$
Property, plant, and equipment, net
Other assets
Total assets	$	$
Current liabilities	$	$
Non-current liabilities
Equity
Total liabilities and equity	$	$

$ $()Deferred state income tax expense (benefit) ()Total income tax expense (benefit)$ $ $()

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$$Statutory tax rate % % %Tax computed at statutory rate$ $ $ Adjustments resulting from:

Texas margin tax expense (benefit) (1)

()Income tax expense (benefit)$$$()Effective tax rate % %()%

_________________________________________________________________________________________

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

)$()Other intangible assets()()Other Net long-term deferred income tax liabilities$()$()

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ Gathering systems – pipelines years Gathering systems – compressors years Processing complexes and treating facilities years Transportation pipeline and equipment

to years

Produced-water disposal systems

years Assets under constructionN/A Other

to years

Total property, plant, and equipment Less accumulated depreciation Net property, plant, and equipment$ $

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

Long-lived asset impairments. During the year ended December 31, 2023, the Partnership recognized a long-lived asset impairment of $ million for assets located in the Rockies due to a reduction in estimated future cash flows resulting from a contract termination notice received in the first quarter of 2023. This asset was impaired to its estimated fair value of $ million. The fair value was measured using the income approach and Level-3 fair value inputs. The income approach was based on the Partnership’s projected future EBITDA and free cash flows, which requires significant assumptions including, among others, future throughput volumes based on current expectations of producer activity and operating costs.

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

reporting units: (i) gathering and processing and (ii) transportation. As of December 31, 2023, the carrying value of goodwill for the gathering and processing reporting unit was and goodwill allocated to the transportation reporting unit was $ million. The Partnership’s annual goodwill impairment assessment indicated no impairment for the year ended December 31, 2023.

Other intangible assets. The other intangible assets balance on the consolidated balance sheets includes the fair value, net of amortization, primarily related to (i) contracts assumed in connection with processing plant acquisitions in 2011 that are part of the DJ Basin complex, which are being amortized on a straight-line basis over years and (ii) contracts assumed in connection with the DBM acquisition in November 2014, which are being amortized on a straight-line basis over years.

The Partnership assesses other intangible assets for impairment together with the related underlying long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. See Property, plant, and equipment and other intangible assets in Note 1 for further discussion of management’s process to evaluate potential impairment of long-lived assets.

$ Accumulated amortization()()Other intangible assets$ $

million for each of the years ended December 31, 2023, 2022, and 2021. Intangible asset amortization to be recorded in each of the next five years is estimated to be $ million per year.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ Other receivables, net Total accounts receivable, net$ $ $ $

$ $ $ Imbalance receivables Prepaid insurance Contract assets Other Total other current assets$ $ $ $

$ $ $

Short-term asset retirement obligations

Short-term remediation and reclamation obligations

Income taxes payable Contract liabilities Accrued payroll and benefits Other Total accrued liabilities$ $ $ $

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ Liabilities incurred Liabilities settled()()Accretion expense Revisions in estimated liabilities ()Carrying amount of asset retirement obligations at end of year$ $

Liabilities incurred for the year ended December 31, 2023, primarily related to the acquisition of Meritage and expansion activity in West Texas. Revisions in estimated liabilities for the year ended December 31, 2023, primarily related to an increase in expected settlement costs across all areas of operations.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ $ Commercial paper — — — Finance lease liabilities

Total short-term debt

$ $ $ $ $ $

Long-term debt

% Senior Notes due 2025

$ $ $ $ $ $

% Senior Notes due 2025

% Senior Notes due 2026

% Senior Notes due 2028

% Senior Notes due 2029

% Senior Notes due 2030

% Senior Notes due 2033

% Senior Notes due 2044

% Senior Notes due 2048

% Senior Notes due 2050

RCF Finance lease liabilities

Total long-term debt

$ $ $ $ $ $ 20222021)) ()$()$()

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$— $ $— Net property, plant, and equipment— —

Total lease assets (1)

$ $ $ $ LiabilitiesAccrued liabilities$ $— $ $— Short-term debt— — Other liabilities — — Long-term debt— —

Total lease liabilities (1)

$ $ $ $ Weighted-average remaining lease term (years)Weighted-average discount rate (%) ) $ $

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $ $ Financing cash flows— — —

$ 2025 2026 2027 2028 Thereafter Total lease payments Less portion representing imputed interest Total lease liabilities$ $

Executive Summary

Our strategic objective is to create value for WES unitholders through cost efficiencies, increasing the quality, safety, and reliability of WES’s service offerings, and a balanced approach to distributions, debt reduction, and common unit repurchases. Our compensation program is designed to align the interests of our executive officers with those of our unitholders by providing pay that is linked to the achievement of performance goals established to foster the creation of sustainable, long-term value for WES.

In 2023, our Board took the following key actions related to executive compensation:

•Conducted an annual review of compensation for our executive officers and made changes to their base salaries, target bonus opportunities, and long-term incentive awards;

•Approved a clawback policy (“Clawback Policy”) requiring WES to recoup certain incentive-based compensation from executive officers in the event WES becomes required to issue a financial restatement;

•Reviewed our annual cash incentive program design and metrics and made changes to our operational and sustainability components to better align the program with the Partnership’s overall business strategy;

•Approved a discretionary bonus pool for the Partnership’s non-CEO Section 16 officers, which includes the NEOs other than Mr. Ure (the “S16 Discretionary Bonus Pool”); and

•Broadened the peer groups used to benchmark compensation for our executive officers and determine the performance of our total unitholder (“TUR”) return incentive awards.

These actions were taken to further align our executive compensation program with WES’s overall strategy, ensure our compliance with applicable regulations, provide for the attraction and retention of executive talent, and align our executive officers’ interest with those of our long-term unitholders.

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2023 Business and Performance Highlights

2023 was a year of remarkable achievements for WES, as it continued to grow its core businesses and improve its operations. In particular, during the 2023 fiscal year WES:

•Achieved record annual natural-gas throughput of 4.4 Bcf/d, representing a 5-percent year-over-year increase.

•Gathered record annual produced-water throughput of 1,009 MBbls/d, representing a 21-percent year-over-year increase.

•Achieved year-over-year throughput growth across all products in the Delaware Basin of 11-percent, 8-percent, and 21-percent, for natural gas, crude oil and NGLs, and produced water, respectively.

•Sanctioned the 250 MMcf/d North Loving processing plant in May 2023, and materially progressed construction of the 300 MMcf/d Mentone III processing train.

•Announced and closed the Meritage acquisition, giving WES the largest gathering and processing footprint in the Powder River Basin.

•Executed on our capital return framework by returning $978 million in distributions, inclusive of two Base Distribution increases and the payment of our first Enhanced Distribution, and $135 million in unit repurchases.

•Obtained full investment-grade ratings in May 2023 and raised $1.350 billion through two bond offerings to partially fund the Meritage acquisition, refinance existing borrowings, and enhance the partnership’s overall liquidity.

How We Make Compensation Decisions

Our Board has responsibility for approving the officer and director compensation plans, policies, and programs of the Partnership. Although not required by the NYSE listing standards, in February 2022, we established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors. The Compensation Committee and the Board use several resources in reviewing elements of executive compensation and making compensation decisions. These decisions are not purely formulaic, and the Compensation Committee and the Board exercise judgment and discretion as deemed appropriate.

Compensation Philosophy and Objectives of our Compensation Program

Our Board is committed to a compensation philosophy that is designed to align the interests of our executive officers with those of our unitholders by linking compensation to the achievement of performance goals established to foster the creation of long-term value. The executive compensation program has evolved over the last several years, corresponding to the Partnership’s transition to becoming a functionally independent company with a WES-dedicated management team. As noted above, WES established the Compensation Committee in February 2022. Since its formation, the Compensation Committee has worked with its compensation consultant to assist the Board in developing a compensation framework that aligns the interests of our executive officers with those of our unitholders through a culture of equity ownership and an executive compensation program that is more heavily weighted toward at-risk compensation. In developing WES’s executive compensation program, the Compensation Committee intends to design a total compensation package for its executive officers, including the NEOs, that generally provides for, approximately (i) median market annual base compensation, (ii) incentive-based compensation composed of short-term incentives targeted slightly above the median market (i.e., approximately the 50th-60th percentile of market), and (iii) long-term incentives that are targeted to have grant values within the third-quartile of market.

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The Compensation Committee utilizes this compensation framework along with the Partnership’s performance, individual performance, and general market conditions to determine the final compensation awards for the NEOs. However, the compensation we pay to our NEOs may ultimately fall above or below the approximate ranges discussed above. This may occur for a number of reasons. First, the data provided by our compensation consultant for benchmarking is inherently dated because it is reported by our peers on a trailing basis. Second, the data provided may not correspond exactly to the positions and individual responsibilities of our NEOs. Third, our peers use differing compensation practices than we do to varying degrees, and this may require us to make interpretative assumptions and adjustments when comparing data for benchmarking purposes. Fourth, and finally, the Compensation Committee considers each NEO’s individual professional background and performance characteristics in addition to general benchmarking when making final compensation determinations.

The Board and the Compensation Committee believe the design of our executive compensation program, and the Compensation Committee’s decisions and outcomes in 2023, support our compensation philosophy and objectives by ensuring:

•Annual incentive awards earned are based on achievement of individual, financial, operating, safety, and strategic performance goals;

•Performance-based long-term incentive awards are tied to specific and formulaic financial performance and unit price growth objectives;

•Compensation aligns with unitholder interests;

•Performance-based compensation balances short-term and long-term results; and

•Total compensation opportunities are competitive with those offered to other executives across our industry.

Administration of Executive Compensation Program and Methodology

Role of the Compensation Committee. Our Compensation Committee, two members of which are independent directors, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program. The Compensation Committee is responsible for, among other things, the following:

•Reviewing the design and structure of WES’s executive compensation programs to promote alignment with WES’s short-term and long-term strategies and business objectives;

•Establishing parameters for the benchmarking of compensation, including reviewing and approving an appropriate peer group of companies;

•Annually reviewing the corporate goals and objectives relevant to the compensation of the executive officers, their annual base salaries, annual bonus or incentive opportunities, equity-based opportunities (including time-vested and performance-based phantom units), any supplemental benefits, and any employment, severance, or change-in-control agreements, and making recommendations to the Board with respect to such items; and

•Reviewing and discussing with management the Compensation Discussion and Analysis included in WES’s Annual Report on Form 10-K, and preparing a Compensation Committee Report for inclusion in such 10-K.

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Our Compensation Best Practices. The Board and the Compensation Committee oversee the design and administration of the compensation program for our executive officers. The table below highlights the best practices utilized in our compensation process.


What We Do ü			•Align executive officer pay with performance by structuring more than 82% of pay as at-risk •Emphasize long-term performance in our equity incentive awards •Provide an appropriate mix of fixed and variable pay to encourage retention and increase long-term and sustainable unitholder value •Use appropriate peer group comparisons to determine compensation •Maintain a compensation committee, advised by an independent compensation consultant, that makes recommendations to the Board for approval •Require executive officers to maintain a meaningful equity ownership position via unit ownership •Pay distributions on performance unit awards only at the end of the performance period, based on units earned •Employ a clawback policy governing our incentive-based compensation •Provide for "double trigger" severance benefits in the event of a change of control and qualifying termination

What We Don’t Do X			•Provide excessive perquisites or personal benefits to our executive officers •Allow short-selling or hedging of company securities •Provide excise tax gross-ups •Offer guaranteed bonuses •Have automatic base salary increases

Role of the Compensation Consultant. For the 2023 calendar year, the Compensation Committee retained Zayla Partners as its independent compensation consultant to provide advice on various executive compensation matters. In 2023, Zayla Partners provided guidance on our benchmarking peer group, TUR performance peer group, pay levels, pay mix, and overall executive compensation program design. The independent executive compensation consultant reports directly to the Compensation Committee and the Board and provides no other material services to us.

Benchmarking Peers. With assistance from Zayla Partners, the Compensation Committee evaluated several factors when determining an appropriate peer group of companies to use for 2023 benchmarking compensation opportunities. These factors included: similar midstream businesses of comparable size and scope, comparable executive roles and responsibilities, similar structure (largely independent strategy and governance (whether MLP or corporation)), and companies that are in competition for the same senior executive talent. After conducting an annual review, the Compensation Committee approved broadening the Partnership’s peer group used to evaluate 2023 compensation decisions. The Partnership’s peer group used for conducting the 2023 executive benchmarking assessment is listed below:


Antero Midstream Corporation						Magellan Midstream Partners, L.P. (3)
Cheniere Energy, Inc.						NiSource Inc.
Crestwood Equity Partners LP (1)						NuStar Energy, L.P.
DCP Midstream, LP (2)						ONEOK, Inc.
DT Midstream, Inc.						Plains All American Pipeline, L.P.
Energy Transfer LP						Targa Resources Corp.
EnLink Midstream, LLC						Tellurian Inc.
Equitrans Midstream Corporation						The Williams Companies, Inc.
Genesis Energy, L.P.

_________________________________________________________________________________________

(1)Crestwood Equity Partners LP was acquired by Energy Transfer LP as of November 3, 2023.

(2)DCP Midstream, LP was acquired by Phillips 66 as of June 15, 2023.

(3)Magellan Midstream Partners, L.P. was acquired by ONEOK, Inc. as of September 25, 2023.

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Benchmarking Data. To assist in reviewing the design and structure of our executive compensation program, Zayla Partners provided the Compensation Committee with an independent assessment of the compensation programs and practices in our peer group. This assessment included compensation data and program design information that was obtained from the most recent public filings for each peer company. In establishing competitive compensation benchmark levels, Zayla Partners blended the publicly disclosed peer group data with published third-party survey data. The published survey data was gathered based on industry and company size (revenues from $1-6 billion) and included the following surveys: Willis Towers Watson Industry Executive Survey, Mercer Total Compensation Survey for the Energy Sector and the Economic Research Institute Executive Compensation Assessor Data for Pipeline and Midstream Services. When reviewing benchmarking data, the Compensation Committee reviewed 25th, 50th, and 75th percentile data in connection with the general structuring of the officers’ compensation packages; however, in making specific officer compensation decisions, the Board has taken into account other considerations as noted above and below.

Role of Executive Officers in Setting Executive Compensation. The Board, after reviewing the information provided by Zayla Partners for 2023 and considering other factors described below, determines, with input from Zayla Partners, each element of compensation for our CEO. When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from our CEO. Additionally, at the Board’s request, our executive officers may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the performance measures used in our incentive programs. The Board is under no obligation to implement these recommendations. Executive officers and others may also attend Board meetings when invited to do so, but the executive officers do not attend when their individual compensation is being discussed.

Other Considerations. In addition to the above resources, the Board considers other factors when making compensation decisions, such as individual experience, individual performance, internal pay equity, development and succession status, and other individual or organizational circumstances, including the current market and business environment. With respect to equity-based awards, the Board also considers the expense of such awards and the relative value of each element comprising the executive officers’ target total compensation opportunity.

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2023 Annual Compensation Program

We believe that compensation for our NEOs should be competitive within our stated peer group and any rewards should be directly linked to the interests of our unitholders. Our executive compensation program includes a mix of direct and indirect compensation elements. Performance metrics for short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy. We believe that a majority of an executive officer’s total compensation opportunity should be performance-based; however, we do not have a specified formula that dictates the overall weighting of each element. Our Board has established an annual target total compensation program designed to support WES’s long-term strategic objectives and be competitive with industry practices.

As illustrated in the charts below, a majority of our NEO’s targeted annual direct compensation is at-risk, including 89% for our CEO and 82%, on average, for our other NEOs. Further, 75% of our CEO’s targeted annual direct compensation and 68%, on average, for our other NEOs’ targeted annual direct compensation is tied directly to WES’s unit performance through their annual long-term incentive awards.

Targeted Annual Direct Compensation

The charts above are based on the following compensation elements, as discussed under Analysis of 2023 Compensation Actions: base salaries approved in 2023; 2023 target bonus opportunities; and the target value of the 2023 annual long-term incentive awards. The charts do not include allocations to the non-CEO NEOs under the S16 Discretionary Bonus Pool, if any.

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Direct Compensation Elements. WES’s direct compensation program is based on three key elements of compensation: base salary, long-term incentives comprised of equity-based awards, including time-based and performance-based awards, and short-term incentives comprised of an annual cash bonus award. Each element is intended to offer a competitive compensation level relative to our peers that aids in the retention of our executives.

Element

Award

Performance Metrics

Purpose

Base Salary

Cash

N/A

Provides a fixed level of competitive compensation based on performance, expertise, and experience to attract and retain executive talent.

Equity-Based Awards

Time-Based Units
(50% of award)

Absolute Unit Price

Time-based Units align with absolute unit price and provide retentive value, especially in a volatile industry.

ROA Units
(25% of award)

3-Year Return on Assets (“ROA”)

ROA Units reward sustained financial performance by providing an incentive for NEOs to focus on efficiently managing WES’s assets to generate earnings and provide a retentive value.

TUR Units
(25% of award)

3-Year Relative Total Unitholder Return

TUR Units reward unit price performance relative to our industry performance peer group, align the interests of our NEOs with that of our unitholders, and provide a retentive value.

Annual Cash Incentives

Company Performance Cash Bonus

Adjusted EBITDA

Free Cash Flow

System Operability

TRIR

Volunteer Participation

Greenhouse Gas

Based on the achievement of WES’s performance goals, which are aligned with key financial, operational, and sustainability metrics, the annual cash bonus provides incentives for the NEOs to focus and excel in areas aligned with WES’s short-term business objectives.

Discretionary Cash Bonus (Non-CEO NEOs)

Recommendation by the CEO and Compensation Committee to the Board

Based on the achievement of each non-CEO NEO’s individual and team contribution to WES’s performance.

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Analysis of 2023 Compensation Actions

The following is a discussion of the specific actions taken by the Board in 2023 related to each of our direct compensation elements. Each element is reviewed annually, unless circumstances, such as a promotion, other change in responsibilities, significant corporate event or a material change in market conditions, require a more frequent review.

Base Salary. In setting base salary levels for each of the NEOs, the Board considered a number of factors, including each executive’s experience, individual performance, internal pay equity, development, and other individual or organizational circumstances, including the current market and business environment.


Name	Salary Approved in 2022 ($)	Salary Approved in 2023 ($)	% Change
Mr. Ure	775,000	900,000	16.1	%
Ms. Shults	400,000	500,000	25.0	%
Mr. Dial	425,000	500,000	17.6	%
Mr. Bourne	425,000	500,000	17.6	%
Mr. Nebreda (1)	—	500,000	—	%

________________________________________________________________________________________

(1)Mr. Nebreda was not an NEO for the year 2022. Additionally, Mr. Nebreda was not a Section 16 officer when the Board approved compensation actions for the year 2023 in respect of the other NEOs. As a result, Mr. Ure approved the Partnership’s compensation actions in respect of Mr. Nebreda.

In accordance with our compensation philosophy, the Board approved an increase to each NEO’s salary to better align it with the median of the peer benchmark data for their respective positions. Additionally, the salary increases for the non-CEO NEOs were based on internal compensation alignment considerations. The approved salary increases positioned each NEO’s base salary slightly above or below the median of the peer benchmark data.

Equity-Based Long-term Incentive Awards. Our long-term incentive program aligns our NEOs’ interests with those of our unitholders by providing them with the opportunity to earn compensation based on WES’s success. Our Board did not make changes in 2023 to the general structure of our annual long-term incentive program that consists of a combination of time-based units and performance-based units. This use of both time-based and performance-based awards is intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention. Our equity-based long-term incentive program is designed to reward our executive officers for sustained long-term unit performance. This program represents 75% of targeted annual direct compensation for our CEO and an average of 68% for our other NEOs.

Time-Based Units. These units, reflecting 50% of the overall 2023 annual long-term incentive awards, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date. Upon vesting, the awards are settled in WES units. Distribution equivalent rights for time-based awards are paid in cash on a current basis during the vesting period. Our Board has determined that granting time-based units aligns the interests of our NEOs with our unitholders and, provides a forfeitable ownership stake to encourage executive retention.

Return on Asset Performance Units (“ROA Units”). The Board established ROA as a performance criterion for 25% of the 2023 annual long-term incentive awards. ROA is calculated each year during a three-year performance period as follows:

Adjusted
EBITDA

divided by

Average
Consolidated Total
Assets

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The actual number of ROA Units earned for the three-year performance period will be based on WES’s average annual ROA performance during the performance period. The following table reflects the payout scale used to determine the number of ROA Units earned. In the event performance falls between a whole percentage, the payout will be interpolated linearly.


WES 3-Year Average ROA	19%	18%	17%	16%	15%	14%	13%	12%	11%
Payout as a % of Target	200%	175%	150%	125%	100%	75%	50%	25%	0%

The number of ROA Units earned will be paid in the form of WES units after the end of the performance period and after the Board has certified our ROA results. Distribution equivalent rights for ROA Units paid prior to the settlement of such ROA Units are accrued and paid in cash at the end of the performance period based on the actual performance results of the underlying award.

Total Unitholder Return Performance Units (“TUR Units”). The Board established relative TUR as a performance criterion for 25% of the 2023 annual long-term incentive awards. The units vest based on our TUR performance ranking relative to our peer group over a three-year performance period, with TUR calculated as follows:

Average Closing Common Unit Price for the last 30 trading days of the performance period

minus

Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period

plus

Distributions paid per Common Unit over the performance period (based on ex-dividend date)

divided by

Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period

For the 2023 TUR awards, Zayla Partners reviewed the industry peer group and recommended broadening it to decrease the effect of individual Impacted Peers (defined below) over the performance period and increase the quality of the data sample provided. The industry peer group for our 2023 TUR awards is listed below. Companies that were added to the peer group for the 2023 TUR awards are marked with an asterisk.


Antero Midstream Corporation						Kinetik Holdings Inc.*
Crestwood Equity Partners LP (1)						Magellan Midstream Partners, L.P. (2)
Energy Transfer LP*						MPLX LP*
EnLink Midstream LLC						ONEOK, Inc.*
Enterprise Products Partners L.P.*						Plains All American Pipeline, L.P.
Equitrans Midstream Corporation						Targa Resources Corp.
Genesis Energy LP*						The Williams Companies*

_________________________________________________________________________________________

(1)Crestwood Equity Partners LP was acquired by Energy Transfer LP as of November 3, 2023.

(2)Magellan Midstream Partners, L.P. was acquired by ONEOK, Inc. as of September 25, 2023.

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For the 2023 TUR awards, if during the performance period, a peer company files for bankruptcy or fails to meet the listing requirements of the relevant securities exchange, then the Partnership will drop such company to the bottom of the relative TUR percentile ranking. If during the performance period, a peer company is acquired, ceases to exist, ceases to be publicly traded, spins off 25% or more of its assets, or sells all or substantially all of its assets (as applicable, an “Impacted Peer”), then the Compensation Committee may, in its discretion, (i) drop such company out of the peer group and recalculate the results, (ii) applying conventions the Compensation Committee deems appropriate under the circumstances, calculate such company’s ranking position at the time of such event and “freeze” its relative TUR percentile ranking, or (iii) drop such company to the bottom of the relative TUR ranking. The Board’s determination in this regard may be made at any point prior to certifying the performance results of the 2023 TUR awards. This approach grants the Compensation Committee the discretion to address unusual situations affecting our peer companies and ensures that the 2023 TUR awards remain aligned with the Partnership’s compensation philosophy and objectives.

In consultation with Zayla Partners, the Board approved a new payout scale for the 2023 TUR awards that strengthens our link to performance by rewarding top quartile performance with a maximum payout of 200% of target and providing for a zero payout for bottom quartile performance. The actual number of TUR Units earned for the three-year performance period will be based on WES’s relative TUR performance during the performance period. For the 2023 TUR awards, the following table reflects the payout scale used to determine the number of TUR Units earned. In the event performance falls between a whole percentile figure listed in the table below, the payout will be interpolated linearly.


WES TUR Payout Schedule
3 Year TUR Performance	≥ 25th	≥ 50th Percentile	≥ 75th Percentile
Payout Percentage of Target	50%	100%	200%

— — — —

_________________________________________________________________________________________

(1) For years 2023 and 2021, this column reflects (i) the portion of the annual cash bonus awards that is attributed to the Board’s exercise of its discretion in assessing our performance results under the WCB Program for the years ended December 31, 2023 and 2021, and (ii) for 2023, also includes any allocations to the applicable NEO of the S16 Discretionary Bonus Pool, each as discussed in the Compensation Discussion and Analysis. Ms. Shults’ 2023 bonus amount also includes a one-time retention bonus of $220,000 that was paid in 2023.

(2) This column reflects the aggregate grant date fair value of time-based units, ROA Units, and TUR Units, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures). The grant date fair value of the time-based units and ROA units equals the number of units granted multiplied by the WES closing unit price on the grant date. The grant date fair value of the TUR units is calculated based on a Monte-Carlo valuation on the grant date. The maximum values, assuming a 200% payout, of the 2023 ROA unit awards as of the grant date for Mr. Ure, Ms. Shults, Mr. Dial, Mr. Bourne, and Mr. Nebreda were approximately $3.0 million, $0.93 million, $0.93 million, $0.93 million, and $0.93 million, respectively. The maximum values, assuming a 200% payout, of the 2023 TUR unit awards as of the grant date for Mr. Ure, Ms. Shults, Mr. Dial, Mr. Bourne, and Mr. Nebreda were approximately $4.3 million, $1.3 million, $1.3 million, $1.3 million, and $1.3 million, respectively.. The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. For information regarding the awards granted in 2023, see the Grants of Plan-Based Awards in 2023 table.

(3) This column reflects the portion of the annual cash bonus awards calculated based on our unadjusted performance results, pursuant to the WCB Program.

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(4) The 2023 amounts are detailed in the table below:


Name	Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($)	Financial/Tax/Estate Planning ($)	Other ($) (i)	Total ($)
Michael P. Ure	360,256	3,145	14,159	377,560
Kristen S. Shults	138,182	500	11,154	149,836
Christopher B. Dial	153,340	4,000	40,866	198,206
Robert W. Bourne	194,230	4,000	45,361	243,591
Alejandro O. Nebreda	110,537	6,181	26,154	142,872

_________________________________________________________________________________________

(i) Amounts reflect cash payments under a one-time all-employee PTO buyback program, pursuant to which employees were compensated for PTO hours that would have otherwise been forfeited for the year.

(5) Ms. Shults was not an NEO for the year ended December 31, 2021. Mr. Nebreda was not an NEO for the years ended December 31, 2022 and 2021.

Grants of Plan-Based Awards in 2023

The following table sets forth information concerning annual cash incentive awards, equity incentive plan awards, and unit awards. The equity incentive plan and unit awards were granted pursuant to the Western Gas Partners, LP 2017 Long-Term Incentive Plan during 2023 to each of the NEOs as described below.

Non-Equity Incentive Plan Awards (WCB Program). Values disclosed reflect the estimated cash payouts under the WES WCB Program, as discussed in the Compensation Discussion and Analysis. If threshold levels of performance are not met, the payout can be zero. If maximum levels of performance are achieved, the plan funding is capped at 200% of the aggregate target payout for all participants. These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO.

Equity Incentive Plan Awards (ROA Units and TUR Units). Values disclosed reflect grant date fair values for ROA Units and relative TUR Units, as discussed in the Compensation Discussion and Analysis. Officers may earn between 0% and 200% of the target awards based on WES’s performance and continued service over a three-year performance period ending December 31, 2025. Performance units earned are settled in the form of common units. The awards include tandem distribution-equivalent rights accrued and paid in cash at the end of the performance period based on actual performance.

Time-Based Unit Awards. Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years, beginning on February 12, 2024. The awards include tandem distribution equivalent rights paid in cash on a current basis.

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								All Other Unit Awards: Number of Units (#)	Grant Date Fair Value of Unit Awards ($) (3)
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards
Name and Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($) (1)	Threshold (#) (2)	Target (#)	Maximum (#)
Michael P. Ure	—	—	1,125,000	—	—	—	—	—	—
Time-Based Units	02/14/2023	—	—	—	—	—	—	105,263	2,999,996
ROA Units	02/14/2023	—	—	—	13,158	52,632	105,264	—	1,500,012
TUR Units	02/14/2023	—	—	—	30,527	52,632	105,264	—	2,131,070
Kristen S. Shults	—	—	400,000	—	—	—	—	—	—
Time-Based Units	02/14/2023	—	—	—	—	—	—	32,456	924,996
ROA Units	02/14/2023	—	—	—	4,057	16,228	32,456	—	462,498
TUR Units	02/14/2023	—	—	—	9,412	16,228	32,456	—	657,072
Christopher B. Dial	—	—	400,000	—	—	—	—	—	—
Time-Based Units	02/14/2023	—	—	—	—	—	—	32,456	924,996
ROA Units	02/14/2023	—	—	—	4,057	16,228	32,456	—	462,498
TUR Units	02/14/2023	—	—	—	9,412	16,228	32,456	—	657,072
Robert W. Bourne	—	—	400,000	—	—	—	—	—	—
Time-Based Units	02/14/2023	—	—	—	—	—	—	32,456	924,996
ROA Units	02/14/2023	—	—	—	4,057	16,228	32,456	—	462,498
TUR Units	02/14/2023	—	—	—	9,412	16,228	32,456	—	657,072
Alejandro O. Nebreda	—	—	400,000	—	—	—	—	—	—
Time-Based Units	02/16/2023	—	—	—	—	—	—	32,593	924,989
ROA Units	02/16/2023	—	—	—	4,074	16,297	32,594	—	462,509
TUR Units	02/16/2023	—	—	—	9,452	16,297	32,594	—	655,465

_________________________________________________________________________________________

(1)The non-equity incentive plan has a maximum overall funding of 200% of the aggregate target payout for all participants, but there are no individual maximums established. These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO.

(2)The threshold payout disclosed is 25% of target for the ROA awards and 58% of target for the TUR awards. For the TUR awards, if during the performance period a company is removed from the peer group, then the percentile ranking and threshold payout would be recalculated using the remaining companies, with the threshold payout beginning at 50% of target at the 25th percentile ranking.

(3)The amounts reflect the fair value on the grant date of the awards made to the NEOs in 2023 computed in accordance with FASB ASC Topic 718. The value ultimately realized by the executive upon the actual vesting of the award(s) may or may not be equal to the determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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Outstanding Equity Awards at Year-End 2023

The following table reflects outstanding equity awards for each NEO as of December 31, 2023. The market values shown are based on WES’s closing unit price of $29.26 on December 29, 2023.


	Unit Awards
			Equity Incentive Plan Awards
	Restricted Units (1)		Performance Units (2) (3)
	Number of Units That Have Not Vested (#)	Market Value of Units That Have Not Vested ($)	Number of Unearned Units That Have Not Vested (#)	Market or Payout Value of Unearned Units That Have Not Vested ($)
Name
Michael P. Ure
Time-Based Units	205,048	5,999,704	—	—
ROA Units	—	—	363,852	10,646,310
TUR Units	—	—	264,758	7,746,819
Kristen S. Shults
Time-Based Units	66,603	1,948,804	—	—
ROA Units	—	—	48,591	1,421,773
TUR Units	—	—	27,505	804,796
Christopher B. Dial
Time-Based Units	52,938	1,548,966	—	—
ROA Units	—	—	90,937	2,660,817
TUR Units	—	—	64,942	1,900,203
Robert W. Bourne
Time-Based Units	51,364	1,502,911	—	—
ROA Units	—	—	82,750	2,421,265
TUR Units	—	—	57,856	1,692,867
Alejandro O. Nebreda
Time-Based Units	62,680	1,834,017	—	—
ROA Units	—	—	28,520	834,495
TUR Units	—	—	14,016	410,108

_________________________________________________________________________________________

(1)The table below shows the vesting dates for the respective time-based units listed in the above Outstanding Equity Awards at Year-End 2023 Table:


Vesting Date	Mr. Ure	Ms. Shults	Mr. Dial	Mr. Bourne	Mr. Nebreda
02/12/2024	105,970	29,454	25,519	23,945	29,478
02/12/2025	63,990	26,330	16,600	16,600	22,337
02/12/2026	35,088	10,819	10,819	10,819	10,865

(2)The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2023 Table. The number of outstanding ROA Units for each award is calculated based on WES’s return-on-assets performance as of December 31, 2023, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2023, WES’s performance under the ROA awards was 173.3%, 186.3%, and 175.0% for the performance periods ending December 31, 2023, 2024, and 2025, respectively.


Performance Period	Mr. Ure	Ms. Shults	Mr. Dial	Mr. Bourne	Mr. Nebreda
1/1/2021 to 12/31/2023 (i)	190,979	—	46,383	38,196	—
1/1/2022 to 12/31/2024	80,767	20,192	16,155	16,155	—
1/1/2023 to 12/31/2025	92,106	28,399	28,399	28,399	28,520

_______________________________________________________________

(i) Payment of these awards, earned for the performance period ending December 31, 2023, were made in February 2024 after the Board’s certification of the performance results. These awards are discussed further in the Compensation Discussion and Analysis.

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(3)The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2023 Table. The number of outstanding TUR Units for each award is calculated based on WES’s relative total unit return performance ranking as of December 31, 2023, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2023, WES’s performance under the TUR awards was 150%, 125%, and 86% for the performance periods ending December 31, 2023, 2024, and 2025, respectively.


Performance Period	Mr. Ure	Ms. Shults	Mr. Dial	Mr. Bourne	Mr. Nebreda
1/1/2021 to 12/31/2023 (i)	165,302	—	40,146	33,060	—
1/1/2022 to 12/31/2024	54,192	13,548	10,839	10,839	—
1/1/2023 to 12/31/2025 (ii)	45,264	13,957	13,957	13,957	14,016

________________________________________________________________

(ii) The TUR Units outstanding for the performance period ending December 31, 2025, as listed in the table above, assume that any Impacted Peer(s) have been dropped to the bottom of the relative peer group ranking for purposes of determining WES’s relative total unitholder return performance ranking. The treatment of Impacted Peers is discussed further in the Compensation Discussion and Analysis.

Option Exercises and Units Vested in 2023

The following table reflects information about the aggregate dollar value realized during 2023 by our NEOs for WES awards that vested in 2023.


	Unit Awards
Name	Number of Units Acquired on Vesting (#) (1)	Value Realized on Vesting ($) (2)
Michael P. Ure	272,155	7,726,345
Kristen S. Shults	23,246	656,932
Christopher B. Dial	56,013	1,589,986
Robert W. Bourne	60,444	1,716,370
Alejandro O. Nebreda	38,598	1,090,779

_________________________________________________________________________________________

(1)The number of units acquired on vesting includes the time-based units that vested in 2023 and the distribution equivalent rights that, per the terms of the underlying 2020 award agreements, were settled in common units on the date of the distribution payments.

(2)The value realized on vesting represents the aggregate number of units that vested multiplied by the common unit price on the vesting date. The actual value ultimately realized by the officer, may be more or less than the value disclosed in the above table, depending upon the timing in which he held or sold the units associated with the vesting occurrence.

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Pension Benefits for 2023

WES does not have a defined benefit pension plan that provides NEOs a fixed monthly retirement payment. Instead, all salaried employees on the U.S. dollar payroll, including the NEOs, are eligible to participate in the Partnership’s 401(k) plan, a tax-qualified defined contribution plan.

Nonqualified Deferred Compensation for 2023

The Partnership maintains the Western Midstream Savings Restoration Plan to provide a supplemental benefit to eligible employees, including the NEOs, equal to the excess, if any, of the Partnership matching contributions that would have been allocated to a participant’s 401(k) plan account each year without regard to IRC limitations. Eligible compensation includes base salary earnings and annual WCB Program payments. Participants may direct contributions into investment options that mirror those provided under the Partnership’s 401(k) Plan. In general, deferred amounts are distributed to the participant in lump sum upon separation from service.


Name	Executive Contributions in 2023		Partnership Contributions in 2023 (1)		Aggregate Earnings / Losses in 2023		Aggregate Withdrawal / Distributions in 2023		Aggregate Balance at End of 2023 (2)
Michael P. Ure	$	—	$	316,756	$	19,049	$	—	$	765,958
Kristen S. Shults	—		94,682		4,430		—		124,975
Christopher B. Dial	—		109,840		20,368		—		254,531
Robert W. Bourne	—		150,730		22,140		—		374,213
Alejandro O. Nebreda	—		74,237		8,679		—		131,521

_________________________________________________________________________________________

(1)Reflects contributions earned for fiscal year 2023, although not credited to participant accounts until 2024. These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2023.

(2)The balance for each NEO includes Partnership contributions previously reported in the Summary Compensation Table for fiscal years prior to 2023 in the following aggregate amounts: Mr. Ure - $445,845; Ms. Shults - $25,863; Mr. Dial - $130,946; Mr. Bourne - $209,120; Mr. Nebreda - $0.

Potential Payments Upon Termination or Change of Control

As of December 31, 2023, all of our NEOs were eligible for severance benefits under the ESP and CIC Plan. The following tables reflect potential payments to our NEOs under existing plans and award agreements for various scenarios involving a change of control or termination of employment of each NEO, assuming a termination date of December 31, 2023 and, where applicable, using the closing price of our common unit of $29.26 (as reported on the NYSE as of December 29, 2023). In addition to the reported amounts, following a separation from service, NEOs would also receive any previously earned but not paid benefits under our Savings Restoration Plan, as disclosed in the Nonqualified Deferred Compensation for 2023 Table.

Involuntary For Cause. For “Cause” for purposes of the ESP and CIC Plan is generally defined as: (i) conviction of a felony or of a misdemeanor involving moral turpitude, (ii) willful failure to perform duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Partnership (or any affiliates), (iv) engaging in business activities which are in conflict with the business interests of the Partnership (or any affiliates), (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule, (vii) engaging in conduct in violation of applicable safety rules or standards, or (viii) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct.

Mr. Ure

Ms. Shults

Mr. Dial

Mr. Bourne

Mr. Nebreda

Cash Severance

—

Total

—

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Involuntary Not For Cause Termination or Good Reason Termination under the ESP. As of December 31, 2023, the NEOs below were eligible for severance benefits under the ESP. “Good Reason” for purposes of the ESP is generally defined as the occurrence of any of the following conditions: materially and adversely diminished duties and responsibilities; a material reduction in base salary or base salary plus annual target bonus, unless such reduction is applied generally and consistently to the Partnership’s executives; or a material change in work location.


	Mr. Ure		Ms. Shults		Mr. Dial		Mr. Bourne		Mr. Nebreda
Cash Severance (1)	$	4,050,000	$	1,350,000	$	1,350,000	$	1,350,000	$	1,350,000
Pro-Rata Annual Cash Bonus (2)	1,125,000		400,000		400,000		400,000		400,000
Pro-Rata Vesting of WES Equity Awards (3)	17,130,940		1,828,516		4,127,972		3,640,471		1,173,824
Continuation of Welfare Benefits (4)	60,631		42,117		15,967		45,267		58,884
Total	$	22,366,571	$	3,620,633	$	5,893,939	$	5,435,738	$	2,982,708

_________________________________________________________________________________________

(1)Reflects amounts payable in lump sum pursuant to the terms of the ESP. Mr. Ure’s value reflects 2.0 times the sum of his current base salary plus target bonus. The values for Ms. Shults; Messrs. Dial, Bourne, and Nebreda reflect 1.5 times the sum of their current base salary plus target bonus.

(2)The amounts reflect a prorated annual target bonus, assuming each NEO’s employment terminated on December 31, 2023.

(3)The amounts reflect the estimated current value of a prorated portion of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2023. In the event of an involuntary termination not for cause or a “Good Reason” termination, the performance units would be paid after the end of the performance period, based on actual performance. Amounts include the value of the 2021 annual performance unit awards with performance periods that ended December 31, 2023, but were not settled until February 2024.

(4)The amounts reflect the continuation of welfare benefits for two years at employee rates. The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation.

Change of Control: Involuntary Termination or Voluntary For Good Reason. The following table reflects benefits payable under the CIC Plan to the NEOs in the event of (i) a change of control of WES and (ii) a subsequent qualifying termination event.

Under the CIC Plan, a change in control is deemed to have occurred in the event that: (i) any person or group other than the Partnership or Occidental (or affiliate) acquires 50% or more of the voting power in the Partnership or General Partner; (ii) the approval of the Partnership’s plan of liquidation; (iii) the sale, transfer or other disposition of all or substantially all of the Partnership’s assets; (iv) certain changes are made to the composition of the Partnership’s Board of Directors; (v) the completion of a business combination transaction in which, after giving effect to such transaction, neither the Partnership, Occidental, nor its affiliates meet certain ownership thresholds; (vi) the General Partner is removed or the General Partner (or its affiliate) ceases to be the sole general partner of the Partnership; or the Partnership is taken private in a transaction in which its common equity securities cease to be listed on a national securities exchange.

Under the CIC Plan, Good Reason is generally defined as the occurrence of any of the following conditions without the participant’s consent: (i) diminution of duties and responsibilities; (ii) material reduction in compensation; (iii) change in work location of more than 50 miles; or (iv) in connection with a Change in Control, the failure by the acquiror to assume the Plan. Certain notice and cure conditions, as defined in the CIC Plan, apply in order for a termination for Good Reason to be effective.


	Mr. Ure		Ms. Shults		Mr. Dial		Mr. Bourne		Mr. Nebreda
Cash Severance (1)	$	6,054,750	$	1,800,000	$	1,800,000	$	1,800,000	$	1,800,000
Pro-Rata Annual Cash Bonus (2)	1,676,250		596,000		596,000		596,000		596,000
Accelerated Vesting of WES Equity Awards (3)	24,608,421		4,241,822		6,176,434		5,683,491		3,145,362
Continuation of Welfare Benefits (4)	60,631		42,117		15,967		45,267		58,884
Total	$	32,400,052	$	6,679,939	$	8,588,401	$	8,124,758	$	5,600,246

_________________________________________________________________________________________

(1)Reflects amounts payable in lump sum under the CIC Plan. Mr. Ure’s value is calculated as 2.99 times his base salary plus target bonus. The values for Ms. Shults, and Messrs. Dial, Bourne, and Nebreda are calculated as 2.0 times their base salary plus target bonus.

(2)Per the terms of the CIC Plan, the NEOs are eligible for a prorated bonus for the year of termination, based on the greater of target performance and actual performance. The amounts reflect their actual bonuses awarded for 2023 under the WCB Program, as discussed in the Compensation Discussion and Analysis and exclude any amounts awarded under the S16 Discretionary Bonus Pool.

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(3)The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, unless performance to date was below target, in which case we have assumed target performance, all as of December 31, 2023. In the event of a change of control, the performance would be calculated based on the change of control date. Amounts include the value of the 2021 annual performance unit awards with performance periods that ended December 31, 2023, but were not settled until February 2024.

Death or Termination due to Disability


	Mr. Ure		Ms. Shults		Mr. Dial		Mr. Bourne		Mr. Nebreda
Accelerated Vesting of WES Equity Awards (1)	$	24,392,833	$	4,175,373	$	6,109,986	$	5,617,043	$	3,078,620
Total	$	24,392,833	$	4,175,373	$	6,109,986	$	5,617,043	$	3,078,620

______________________________________________________________________________________

(1)The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2023. In the event of death or termination due to disability, the performance units would be paid after the end of the performance period, based on actual performance. Amounts include the value of the 2021 annual performance unit awards with performance periods that ended December 31, 2023, but were not settled until February 2024.

CEO Pay Ratio

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of our employees and the annual total compensation of Michael P. Ure, our President and Chief Executive Officer.

For the 2023 calendar year, the annual total compensation of Mr. Ure, as reported in the Summary Compensation Table for this Item 11, was $9,565,657. The annual total compensation for our median employee, calculated using the same methodology used for our NEOs in the Summary Compensation Table was $155,035. Based on this information, for 2023, Mr. Ure’s total annual compensation was 62 times the annual total compensation of the median employee. In preparing this pay ratio disclosure, we took the following steps:

•We determined that, as of December 31, 2023, our employee population consisted of 1,366 individuals with all of these individuals located in the United States (as reported in the Human Capital Resources section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K). This population consisted of all employees, whether employed on a full-time or part-time basis.

•In compliance with the regulations, we are utilizing a new median employee after using the same one for the prior three years. We identified the median employee for 2023 by using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2023. We included all employees, whether employed on a full-time or part-time basis and did not make any estimates, assumptions, or adjustments to the data in identifying the median employee. The methodology used in identifying the median employee is consistent with the methodology we used in prior years.

•With respect to calculating the total annual compensation disclosed above for the median employee, we combined all of the elements of such employee’s total compensation for 2023.

•The pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodologies described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions. The application of various methodologies may result in significant differences in the results reported by other SEC reporting companies. As a result, the pay ratio reported by other SEC reporting companies may differ substantially from, and may not be comparable to, the pay ratio we disclose above.

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Accounting Restatements and Recovery Actions Under Clawback Policy

Item 402(w) of Regulation S-K (“Item 402(w)”) requires the Partnership to make certain disclosures in the event the Partnership is required to prepare an accounting restatement. As of December 31, 2023, the Partnership has not been required to prepare an accounting restatement. Therefore, no disclosures under Item 402(w) are required.

Option Awards and Material Nonpublic Information

Item 402(x) of Regulation S-K (“Item 402(x)”) requires the Partnership to disclose certain policies and practices regarding option awards, including how the Board takes material nonpublic information into account when determining the timing and terms of option awards. The Partnership does not issue option awards. Therefore, no disclosures under Item 402(x) are required.

Director Compensation

Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on our Board. Officers or employees of Occidental who also serve as directors of our general partner do not receive additional compensation for their service as a director of our general partner. During 2023, the non-employee directors of our general partner received compensation for their Board service pursuant to a director compensation plan approved by the Board. To assist in the 2023 annual review of director compensation, the Board directly retained Zayla Partners to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program for the 2023 calendar year. Following such review, no changes to director compensation were recommended for 2023.

Accordingly, compensation for non-employee directors during 2023 consisted of the following:

•an annual retainer of $110,000 for each non-employee Board member;

•an annual retainer of $2,000 for each member of a committee of the Board, or $22,000 for the chair of such committee; and

•an annual grant of phantom units with a grant date fair value of approximately $145,000.

In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or committees and for costs associated with participation in continuing director education programs. Each director is fully indemnified by us, pursuant to individual indemnification agreements and our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law.

Equity Ownership Guidelines. Non-employee directors of the General Partner are required to hold common units, phantom units, or related grants of such securities under the Partnership’s long-term incentive plans which have an aggregate value equivalent to three times the annual Board cash retainer. Directors have five years from the date of their initial election to the Board to comply with this requirement.

The following table sets forth information concerning total director compensation earned during 2023 by each non-employee director:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Total ($)
Oscar K. Brown	134,000	145,008	279,008
Kenneth F Owen	134,000	145,008	279,008
David J. Schulte	134,000	145,008	279,008
Lisa A. Stewart	136,000	145,008	281,008

________________________________________________________________________________________

(1)The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2023, computed in accordance with FASB ASC Topic 718, based on the value of our common units on grant date. See the table below for phantom units awarded to each non-employee director during 2023. As of December 31, 2023, Messrs. Brown, Owen, and Schulte and Ms. Stewart each had 5,088 outstanding phantom units.

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The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2023:


Name	Grant Date	Phantom Units (#) (1)	Grant Date Fair Value of Stock Awards ($) (2)
Oscar K. Brown	February 14	5,088	145,008
Kenneth F Owen	February 14	5,088	145,008
David J. Schulte	February 14	5,088	145,008
Lisa A. Stewart	February 14	5,088	145,008

_________________________________________________________________________________________

(1)The phantom units granted on February 14, 2023, will vest in full on February 12, 2024, subject to the director’s continued service through such date. Directors receive distribution equivalent rights, paid in cash on a quarterly basis, during the vesting period.

(2)The amounts included in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of the awards made to non-employee directors in 2023 computed in accordance with FASB ASC Topic 718. The value ultimately realized by a director upon the actual vesting of the award(s) may or may not be equal to the value included above.

Compensation Committee Interlocks and Insider Participation

While WES does have a Compensation Committee, our Board continues to make substantive compensation decisions for WES’s executive officers at the recommendation of the Compensation Committee. Messrs. Bennett and Forthuber, and Ms. Clark, who are directors of our general partner, are also executive or corporate officers of Occidental. However, all compensation decisions with respect to each of these persons are made by Occidental, and none of these individuals receive any compensation directly from us or our general partner for their service as directors. Read Part III, Item 13 below in this Form 10-K for information about relationships among us, our general partner, and Occidental.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the beneficial ownership of our common units held by the following as of February 14, 2024:

•each member of the Board;

•each named executive officer of our general partner;

•all directors and officers of our general partner as a group; and

•Occidental and its affiliates.

Name and Address of Beneficial Owner (1)

Common
Units
Beneficially Owned

Percentage of
Common Units
Beneficially
Owned

Occidental Petroleum Corporation (2)

185,181,578

48.7%

Peter J. Bennett

—

Michael P. Ure (3)

556,404

Kristen S. Shults

40,997

Robert W. Bourne

129,271

Christopher B. Dial

132,602

Alejandro O. Nebreda

64,357

Oscar K. Brown (4)

27,791

Nicole E. Clark

—

Frederick A. Forthuber

—

Kenneth F. Owen

25,730

David J. Schulte

30,230

Lisa A. Stewart

25,730

All directors and executive officers
as a group (12 persons)

1,033,112

_________________________________________________________________________________________

*Less than 1%.

(1)The address for Occidental and its representatives on the Board of our general partner is 5 Greenway Plaza, Suite 110, Houston, Texas 77046. The address for all other beneficial owners in this table is 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380.

(2)Occidental is the ultimate parent company of each of the following entities and may, therefore, be deemed to beneficially own the units held by such entities. Western Gas Resources, Inc. owns 156,219,520 common units, APC Midstream Holdings, LLC owns 457,849 common units, WGRAH owns 14,139,260 common units, and Anadarko USH1 Corporation owns 14,364,949 common units of WES.

(3)Common units held in a margin account. However, there are currently no margin borrowings associated with this account.

(4)Includes 1,440 common units held in a margin account.

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The following table sets forth owners of 5% or greater of our common units, other than Occidental and its affiliates, the holdings of which are listed in the first table of this Item 12.

Title of Class

Name and Address of Beneficial Owner

Amount and
Nature
of Beneficial
Ownership

Percent of Class

Common Units

ALPS Advisors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203

32,322,784 (1)

8.52%

Common Units

Invesco Ltd.

1331 Spring Street NW, Suite 2500

Atlanta, GA 30309

23,514,801 (2)

6.20%

_________________________________________________________________________________________

(1)Based upon its Schedule 13G/A filed February 5, 2024, with the SEC with respect to Partnership securities held as of December 31, 2023, ALPS Advisors, Inc. (“ALPS”) has shared voting and dispositive power as to 32,322,784 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 32,151,085 of the common units held by ALPS.

(2)Based upon its Schedule 13G filed February 9, 2024, with the SEC with respect to Partnership securities held as of December 31, 2023, Invesco Ltd. has shared voting power as to 23,514,801 common units and dispositive power as to 23,347,060 common units.

Securities Authorized for Issuance Under Equity Compensation Plan

The following table sets forth information with respect to the securities that may be issued under the WES LTIPs as of December 31, 2023. For more information regarding the plans, read Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
Equity compensation plans approved by security holders	2,160,727 (1)	— (2)	10,706,523
Equity compensation plans not approved by security holders	524,422 (1)	— (2)	—
Total	2,685,149	—	10,706,523

_________________________________________________________________________________________

(1)Includes performance units at their maximum payout of 200%.

(2)Phantom and performance units constitute the only rights outstanding under the WES LTIPs. Each phantom or performance unit that may be settled in common units entitles the holder to receive, upon vesting and determination of any performance criteria, if applicable, one common unit with respect to each phantom or performance unit, without payment of any cash. Accordingly, there is no reportable weighted-average exercise price.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

As of February 14, 2024, Occidental held (i) 185,181,578 of our common units, representing a 47.5% limited partner interest in us, (ii) through its ownership of the general partner, 9,060,641 general partner units, representing a 2.3% general partner interest in us, and (iii) a 2.0% limited partner interest in WES Operating through its ownership of WGRAH.

We control, manage, and operate WES Operating through our ownership of WES Operating GP. We, directly and indirectly through our ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating.

The officers of our general partner are also officers of WES Operating GP and our general partner’s officers operate WES Operating’s business. Other than our CEO, who serves as a director, three of our directors are currently affiliated with Occidental and our remaining four directors are independent as defined by the NYSE.

Agreements with Occidental

We, WES Operating, and other parties have entered into various agreements with Occidental as discussed below. These agreements were not the result of arm’s-length negotiations and, as such, they or the related underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliated third parties. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for more information regarding the transactions and agreements discussed below.

Summary of Material Related-Party Transactions

The following tables summarize material related-party transactions included in our consolidated financial statements (see Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K):


Consolidated statements of operations
	Year Ended December 31,
thousands	2023		2022		2021
Revenues and other
Service revenues – fee based	$	1,773,914	$	1,674,959	$	1,589,367
Service revenues – product based	16,497		56,907		11,888
Product sales	43,683		63,367		31,103
Total revenues and other	1,834,094		1,795,233		1,632,358
Equity income, net – related parties (1)	152,959		183,483		204,645
Operating expenses
Cost of product (2)	(72,903)		(25,447)		42,805
Operation and maintenance	4,618		5,081		27,805
General and administrative (3)	284		2,338		15,613
Total operating expenses	(68,001)		(18,028)		86,223
Gain (loss) on divestiture and other, net	—		(1,756)		420

_________________________________________________________________________________________

(1)See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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

(3)Balances for the years ended December 31, 2022 and 2021, include equity-based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital. Balances for the year ended December 31, 2021, also includes amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Item 13).

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Consolidated balance sheets
	December 31,
thousands	2023		2022
Assets
Accounts receivable, net	$	358,141	$	313,937
Other current assets	1,260		1,578
Equity investments (1)	904,535		944,696
Other assets	43,216		29,058
Total assets	1,307,152		1,289,269
Liabilities
Accounts and imbalance payables	38,541		32,150
Accrued liabilities	4,979		11,756
Other liabilities (2)	335,320		268,399
Total liabilities	378,840		312,305

_________________________________________________________________________________________

(1)See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(2)Includes contract liabilities from contracts with customers. See Note 2—Revenue from Contracts with Customers in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.


Consolidated statements of cash flows
	Year Ended December 31,
thousands	2023		2022		2021
Distributions from equity-investment earnings – related parties	$	155,169	$	186,153	$	213,516
Capital expenditures	—		(470)		(2,000)
Proceeds from the sale of assets to related parties	—		200		—
Contributions to equity investments - related parties	(1,153)		(9,632)		(4,435)
Distributions from equity investments in excess of cumulative earnings – related parties	39,104		63,897		41,385
Distributions to Partnership unitholders (1)	(494,127)		(372,468)		(272,192)
Distributions to WES Operating unitholders (2)	(22,850)		(24,898)		(14,984)
Net contributions from (distributions to) related parties	—		1,423		8,533
Unit repurchases from Occidental (3)	(127,500)		(252,500)		(50,225)

_________________________________________________________________________________________

(1)Represents common and general partner unit distributions paid to Occidental pursuant to our partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

(2)Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

(3)Represents common units repurchased from Occidental (see Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

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The following tables summarize material related-party transactions for WES Operating (which are included in our consolidated financial statements) to the extent the amounts differ materially from our consolidated financial statements:


Consolidated statements of operations
	Year Ended December 31,
thousands	2023		2022		2021
General and administrative (1)	$	3,554	$	5,373	$	18,365

_________________________________________________________________________________________

(1)Includes an intercompany service fee between WES and WES Operating. Balances for the years ended December 31, 2022 and 2021, include equity-based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital. The balance for the year ended December 31, 2021, also include amounts charged by Occidental pursuant to the shared service agreement (see Services Agreement within this Item 13).


Consolidated balance sheets
	December 31,
thousands	2023		2022
Other current assets	$	1,235	$	1,487
Other assets	41,405		28,459
Accounts and imbalance payables (1)	69,472		76,131
Accrued liabilities	4,662		11,439

_________________________________________________________________________________________

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


Consolidated statements of cash flows
	Year Ended December 31,
thousands	2023		2022		2021
Distributions to WES Operating unitholders (1)	$	(1,142,217)	$	(1,244,533)	$	(749,018)

_________________________________________________________________________________________

(1)Represents distributions paid to us and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. Includes distributions made from WES Operating to WES that were used by WES to repurchase common units. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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

Gathering and processing agreements. We have significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of our systems. While Occidental is our contracting counterparty, 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 our facilities and infrastructure to bring their volumes to market. For the year ended December 31, 2023, production owned or controlled by Occidental represented 34% of our throughput for natural-gas assets (excluding equity-investment throughput), 86% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and 78% of our throughput for produced-water assets.

We are 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 our DJ Basin oil-gathering system. If such discussions are resolved in a manner adverse to us, such resolution could have a negative impact on our financial condition and results of operations, including a reduction in rates and a non-cash charge to earnings.

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In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to our Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation (“Sanchez”), now Mesquite Energy, Inc. (“Mesquite”), that allows Mesquite to process gas under such agreement. In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023. For this reason, Anadarko is not liable for any obligations under the Brasada gas processing agreement after June 30, 2023. For all periods presented, Mesquite performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko.

Further, in connection with the sale of its Uinta Basin assets in 2020, Kerr McGee Oil & Gas Onshore LP, a subsidiary of Occidental, retained the deficiency payment obligations under a gas processing agreement at the Chipeta plant. This contingent payment obligation ended as of September 30, 2022.

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

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

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

Construction reimbursement agreements and purchases and sales with related parties. From time to time, we enter into construction reimbursement agreements with Occidental providing that we will manage the construction of certain midstream infrastructure for Occidental in our areas of operation. Such arrangements generally provide for a reimbursement of costs incurred by us on a cost or cost-plus basis.

Additionally, from time to time, in support of our business, we purchase and sell equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates.

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

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Indemnification agreements with directors and officers. Our general partner has entered into indemnification agreements with each of its officers and directors (each, an “Indemnitee”). The indemnification agreements provide that each Indemnitee will be indemnified and held harmless against all expense, liability, and loss (including attorney’s fees, judgments, fines or penalties, and amounts to be paid in settlement) actually and reasonably incurred or suffered by the Indemnitee in connection with serving in their capacity as officers and directors of our general partner (or of any subsidiary of our general partner) or in any capacity at the request of our general partner or its Board to the fullest extent permitted by applicable law, including Section 18-108 of the Delaware Limited Liability Company Act in effect on the date of the agreement or as such laws may be amended to provide more advantageous rights to the Indemnitee. The indemnification agreements also provide that advance payment of certain expenses must be made to the Indemnitee, including fees of counsel, in advance of final disposition of any proceeding subject to receipt of an undertaking from the Indemnitee to return such advance if it is ultimately determined that the Indemnitee is not entitled to indemnification.

Through December 31, 2023, there have been no payments or claims to Occidental related to these indemnification agreements and no payments or claims have been received from Occidental related to these indemnification agreements.

Chipeta LLC agreement. We are party to the Chipeta LLC agreement, together with a third-party member. Among other things, the Chipeta LLC agreement provides the following:

•Chipeta’s members will be required from time to time to make capital contributions to Chipeta to the extent approved by the members in connection with Chipeta’s annual budget;

•Chipeta will distribute available cash, as defined in the Chipeta LLC agreement, if any, to its members quarterly in accordance with those members’ membership interests; and

•Chipeta’s membership interests are subject to significant restrictions on transfer.

We are the managing member of Chipeta. As managing member, we manage the day-to-day operations of Chipeta and receive a management fee from the other member, which is intended to compensate the managing member for the performance of its duties. We may be removed as the managing member only if we are grossly negligent or fraudulent, breach our primary duties, or fail to respond in a commercially reasonable manner to written business proposals from the other member, and such behavior, breach, or failure has a material adverse effect to Chipeta.

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Review, Approval, or Ratification of Transactions with Related Persons

Our Audit Committee generally reviews transactions between WES and its directors, executive officers, or their immediate family members, or significant equity holders involving, in any case, amounts in excess of $120,000. However, our Board may also request that certain transactions between WES and Occidental, or our general partner, be reviewed by the Special Committee pursuant to our partnership agreement, as described in more detail below.

Whenever a conflict arises between our general partner or its related parties, including Occidental, on the one hand, and us and our limited partners, on the other hand, our general partner will resolve the conflict. Our partnership agreement contains provisions that modify and limit our general partner’s default state law fiduciary duties to our unitholders. Our partnership agreement also restricts the remedies available to our unitholders for actions taken by our general partner that, without those limitations, might constitute breaches of fiduciary duties otherwise applicable under state law. See Special Committee under Part III, Item 10 of this Form 10-K.

Our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our unitholders if the resolution of the conflict is any of the following:

•approved by the Special Committee of our general partner, although our general partner is not obligated to seek such approval;

•approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates;

•on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

•fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.

Our general partner may, but in most circumstances is not required to, seek the approval of such resolution from the Special Committee of its Board. In connection with a situation involving a conflict of interest, any determination by our general partner involving the resolution of the conflict of interest must be made in good faith, provided that, if our general partner does not seek approval from the Special Committee and its Board determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the Board acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in the partnership agreement, our general partner or the Special Committee may consider any factors that it determines in good faith to be appropriate when resolving a conflict. Our partnership agreement provides that for someone to act in good faith, that person must reasonably believe he is acting in the best interests of the Partnership.

Additionally, the Board has adopted a written Code of Ethics and Business Conduct (the “Code”), under which all directors and officers of the general partner, and employees working on our behalf, are expected to avoid conflicts or the appearance of conflicts in relation to their duties and responsibilities to us, and report any violation of the Code by any person. Under our Corporate Governance Guidelines, any waivers of the Code for any officer or director may only be made by the Board or by a committee of the Board composed of independent directors.

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Item 14. Principal Accounting Fees and Services

We have engaged KPMG LLP as our and WES Operating’s independent registered public accounting firm. The following table presents fees for the audit of the annual consolidated financial statements for the last two fiscal years and for other services provided by KPMG LLP:


	WES				WES Operating
thousands	2023		2022		2023		2022
Audit fees	$	575	$	250	$	2,905	$	2,673

______________________________________________________________________________________


*			Filed herewith
**			Furnished herewith
#			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.
†			Portions of this exhibit have been omitted as confidential pursuant to Item 601(b)(10) of Regulation S-K or a request for confidential treatment.
‡			Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15.

Item 16. Form 10-K Summary

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

February 21, 2024
			/s/ Michael P. Ure
			Michael P. Ure President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)

February 21, 2024
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)


			WESTERN MIDSTREAM OPERATING, LP
February 21, 2024
			/s/ Michael P. Ure
			Michael P. Ure President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

February 21, 2024
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

Each person whose signature appears below constitutes and appoints Michael P. Ure and Kristen S. Shults, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Form 10-K, and to file the same, with all, exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each, and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 21, 2024.


Signature			Title (Position with Western Midstream Holdings, LLC)

/s/ Peter J. Bennett			Chairperson
Peter J. Bennett

/s/ Michael P. Ure			President, Chief Executive Officer and Director
Michael P. Ure			(Principal Executive and Financial Officer)

/s/ Kristen S. Shults			Senior Vice President and Chief Financial Officer
Kristen S. Shults			(Principal Financial Officer)

/s/ Catherine A. Green			Senior Vice President and Chief Accounting Officer
Catherine A. Green			(Principal Accounting Officer)

/s/ Oscar K. Brown			Director
Oscar K. Brown

/s/ Nicole E. Clark			Director
Nicole E. Clark

/s/ Frederick A. Forthuber			Director
Frederick A. Forthuber

/s/ Kenneth F. Owen			Director
Kenneth F. Owen

/s/ David J. Schulte			Director
David J. Schulte

/s/ Lisa A. Stewart			Director
Lisa A. Stewart

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Western Midstream Partners, LP - Annual Report: 2023 (Form 10-K)

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