Western Midstream Partners, LP - Annual Report: 2024 (Form 10-K)

32,214

_________________________________________________________________________________________

(1)Includes 200 MMcf/d of bypass capacity at the DJ Basin complex.

(2)Includes 12 miles of transportation related to a crude-oil pipeline at the DJ Basin oil system.

(3)The DJ Basin complex includes the Platte Valley, Fort Lupton, Wattenberg, Lancaster, and Latham processing plants, and the Wattenberg gathering system.

(4)We are the managing member and own a 75% interest in Chipeta, which owns the Chipeta processing complex.

Colorado

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DJ Basin gathering, treating, and processing complex

•Customers. For the year ended December 31, 2024, Occidental’s production represented 54% of the DJ Basin complex throughput, and the two largest third-party customers provided 32% of the throughput.

•Supply. The DJ Basin complex is supplied primarily by the Wattenberg field.

•Delivery points. As of December 31, 2024, the DJ Basin complex had various delivery-point interconnections with DCP Midstream LP’s (“DCP”) gathering and processing system for gas not processed within the DJ Basin complex. The DJ Basin complex is connected to the Colorado Interstate Gas Company LLC’s pipeline (“CIG pipeline”), Tallgrass Energy’s Cheyenne Connector pipeline, and Xcel Energy’s residue pipelines for natural-gas residue takeaway and to Overland Pass Pipeline Company LLC’s pipeline, FRP’s pipeline, and DCP’s Wattenberg NGL pipeline for NGLs takeaway. In addition, the NGLs fractionators and associated truck-loading facility at the Platte Valley and Wattenberg plants provides access to local NGLs markets.

DJ Basin oil-gathering system, stabilization facility, and storage

•Customers. As of December 31, 2024, DJ Basin oil system throughput was from Occidental and one third-party producer. For the year ended December 31, 2024, Occidental’s production represented 99% of the total DJ Basin oil system throughput.

•Supply. The DJ Basin oil system, which is supplied primarily by the Wattenberg field, gathers high-vapor-pressure crude oil and delivers it to the centralized oil stabilization facility (“COSF”). The COSF includes two 250,000 barrel crude-oil storage tanks.

•Delivery points. The COSF has market access to the White Cliffs pipeline, Saddlehorn pipeline, Tallgrass Energy’s Pony Express pipeline and rail-loading facilities in Tampa, Colorado, and local markets.

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Utah

Chipeta processing complex

•Customers. For the year ended December 31, 2024, Chipeta complex throughput was from numerous third-party customers, with the four largest customers providing 88% of the throughput.

•Supply. Chipeta’s inlet is connected to Caerus Uinta LLC’s gathering system, the MountainWest Pipeline, LLC system (“MountainWest Pipeline”), and Three Rivers Gathering, LLC’s system, which is owned by MPLX LP (“MPLX”).

•Delivery points. The Chipeta plant delivers NGLs via the GNB NGL pipeline to Enterprise’s Mid-America Pipeline Company pipeline (“MAPL pipeline”), which provides transportation through Enterprise’s Seminole pipeline (“Seminole pipeline”) and TEP’s pipeline in West Texas, and ultimately to the NGLs fractionation and storage facilities in Mont Belvieu, Texas. The Chipeta plant has residue gas delivery points through the CIG pipeline, MountainWest Pipeline, and Wyoming Interstate Company’s pipeline (“WIC pipeline”) that deliver residue gas to markets throughout the Rockies and Western United States.

•Expansion activity. In July 2024, additional compression installation was completed at the Chipeta complex, enabling the complex to receive up to 100 MMcf/d of incremental inlet gas via MountainWest Pipeline. We are in the process of installing new interconnect facilities at the Chipeta complex inlet, which will accommodate up to 150 MMcf/d of incremental gas and associated liquids via Kinder Morgan’s newly constructed Altamont Green River Pipeline, which is expected to be in service mid-2025.

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Overview - Rocky Mountains - Wyoming


Location	Asset	Type	Processing / Treating Plants	Processing / Treating Capacity (MMcf/d)	Processing / Treating Capacity (MBbls/d)	Compression Horsepower	Gathering Systems	Pipeline Miles (1)
Northeast Wyoming	Powder River Basin complex (2)	Gathering, Processing, & Treating	6	620	7	201,426	2	2,767
Southwest Wyoming	Granger complex	Gathering	—	—	—	21,673	1	771
Southwest Wyoming	Red Desert complex	Gathering	—	—	—	20,809	1	1,088
Southwest Wyoming	Rendezvous (3)	Gathering	—	—	—	8,400	1	286
Total			6	620	7	252,308	5	4,912

_________________________________________________________________________________________

(1)Includes 120 miles of transportation related to a FERC-regulated NGLs pipeline at the Powder River Basin complex.

(2)The Powder River Basin complex includes the Hilight system and assets acquired from Meritage (Steamboat and 50 Buttes gas-processing plants, Buckshot amine plant, Thunder Creek gathering system, and Thunder Creek NGL pipeline).

(3)We have a 22% interest in the Rendezvous gathering system, which is operated by a third party.

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Northeast Wyoming

Powder River Basin gathering, processing, and treating complex

The Powder River Basin complex includes the assets acquired with the closing of the Meritage acquisition in October 2023, in addition to our legacy Hilight system. See Acquisitions and Divestitures within these Items 1 and 2. During the year ended December 31, 2024, we brought additional compressors online, adding approximately 5,000 compression horsepower to the complex.

•Customers. For the year ended December 31, 2024, the three largest third-party customers provided 67% of the throughput and Occidental’s production represented 4% of the Powder River Basin complex throughput.

•Supply. The Powder River Basin complex serves the gas-gathering needs of several conventional and unconventional producing fields in Converse, Campbell, Johnson, and Natrona Counties, Wyoming.

•Delivery points. The Hilight plant delivers residue gas to our MIGC transmission line (see Transportation within these Items 1 and 2). Hilight is not connected to an active NGLs pipeline, resulting in all fractionated NGLs being sold locally through truck and rail loading facilities. The Steamboat and 50 Buttes gas-processing plants deliver natural gas to the Thunder Creek and Chalk Buttes delivery points owned by Wyoming Interstate Company (“WIC”), a subsidiary of Kinder Morgan, Inc. The NGLs from the Steamboat and 50 Buttes gas-processing plants, as well as EOG’s Jewell gas-processing plant, are delivered via our Thunder Creek NGL pipeline to ONEOK, Inc.’s Well Draw delivery point.

Southwest Wyoming

Granger gathering system

The Granger processing plant was shut down in December 2023. The gathering system continues to be operational, and gas gathered by the system is delivered to a third party for processing.

•Customers. For the year ended December 31, 2024, Granger complex throughput was from numerous third-party customers, with the three largest customers providing 81% of the throughput.

•Supply. The Granger complex is supplied by the Moxa Arch and the Jonah and Pinedale Anticline fields.

•Delivery points. Residue gas from the Granger complex is delivered to a third party for processing and can then be delivered to the CIG pipeline; The Williams Companies, Inc.’s MountainWest Pipeline, Overthrust Pipeline, and Northwest Pipeline (“NWPL”); our OTTCO pipeline; and our Mountain Gas Transportation LLC pipeline. The NGLs have market access to the MAPL pipeline, which terminates at Mont Belvieu, Texas, and other local markets.

Red Desert gathering system

•Customers. For the year ended December 31, 2024, Red Desert complex throughput was from numerous third-party customers, with the three largest customers providing 59% of the throughput.

•Supply and delivery points. The Red Desert complex gathers and compresses natural gas produced from the eastern portion of the Greater Green River Basin and delivers to a third party for processing.

Rendezvous gathering system

•Customers. For the year ended December 31, 2024, Rendezvous system throughput primarily was from two shippers that have dedicated acreage to the system.

•Supply and delivery points. The Rendezvous system provides high-pressure gathering service for gas from the Jonah and Pinedale Anticline fields and delivers to MPLX’s Blacks Fork gas-processing plant, which connects to the MountainWest Pipeline, NWPL, and the Kern River pipeline via the Rendezvous pipeline.

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TRANSPORTATION

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Location	Asset	Type	Ownership Interest		Pipeline Miles
Colorado, Kansas, Oklahoma	White Cliffs (1) (2)	Oil & NGLs	10.00	%	1,066
Utah	GNB NGL (1)	NGLs	100.00	%	33
Northeast Wyoming	MIGC (1)	Gas	100.00	%	243
Southwest Wyoming	OTTCO	Gas	100.00	%	221
Colorado, Oklahoma, Texas	FRP (1) (2)	NGLs	33.33	%	435
Texas	TEG (2)	NGLs	20.00	%	138
Texas	TEP (1) (2)	NGLs	20.00	%	579
Texas	Red Bluff Express (1) (2)	Gas	30.00	%	120
Total					2,835

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(1)Includes the DBM water systems.

Significant financial and operational events during the year ended December 31, 2024, included the following:

•We closed on the sale of (i) our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million and (ii) several equity investments to third parties for combined proceeds of $588.6 million, which included $5.9 million in pro-rata distributions through closing. See Acquisitions and Divestitures within this Item 7 for additional information.

•WES Operating completed the public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034. Net proceeds from the offering will be used to repay a portion of certain senior notes due in 2025 and for general partnership purposes, including the funding of capital expenditures. See Liquidity and Capital Resources within this Item 2 for additional information.

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

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

•Natural-gas throughput attributable to WES totaled 5,052 MMcf/d for the year ended December 31, 2024, representing a 14% increase compared to year ended December 31, 2023.

•Crude-oil and NGLs throughput attributable to WES totaled 530 MBbls/d for the year ended December 31, 2024, representing a 19% decrease compared to the year ended December 31, 2023.

•Produced-water throughput attributable to WES totaled 1,124 MBbls/d for the year ended December 31, 2024, representing an 11% increase compared to the year ended December 31, 2023.

•Gross margin was $2.8 billion for the year ended December 31, 2024, representing a 19% increase compared to the year ended December 31, 2023. See Reconciliation of Non-GAAP Financial Measures within this Item 7.

•Adjusted Gross Margin for natural-gas assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $1.30 per Mcf for the year ended December 31, 2024, representing a 2% increase compared to the year ended December 31, 2023.

•Adjusted Gross Margin for crude-oil and NGLs assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $2.94 per Bbl for the year ended December 31, 2024, representing a 19% increase compared to the year ended December 31, 2023.

•Adjusted Gross Margin for produced-water assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $0.96 per Bbl for the year ended December 31, 2024, representing a 16% increase compared to the year ended December 31, 2023.

The following table provides additional information on throughput for the periods presented below:




2023		Inc/ (Dec)
	1,635		14	%
	1,322		9	%
	120		NM
	466		11	%
	1,050		(10)	%
	4,593		14	%
	214		14	%
	71		30	%
	5		NM
	333		(57)	%
	42		(12)	%
	665		(19)	%
	1,029		11	%



	1,029		11	%

_________________________________________________________________________________________

NM—Not meaningful

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OUR OPERATIONS

Our results primarily are driven by the volumes of natural gas, NGLs, crude oil, and produced water we service through our systems. In our operations, we contract with customers to provide midstream services focused on natural gas, NGLs, crude oil, and produced water. We gather natural gas from individual wells or production facilities located near our gathering systems, and the natural gas may be compressed and delivered to a processing plant, treating facility, or downstream pipeline, and ultimately to end users. We treat and process a significant portion of the natural gas that we gather so that it will satisfy required specifications for pipeline transportation. We gather crude oil from individual wells or production facilities located near our gathering systems, and in some cases, treat or stabilize the crude oil to satisfy required specifications for pipeline transportation. We also gather and dispose of produced water.

We operate in Texas, New Mexico, Colorado, Utah, and Wyoming, with a substantial portion of our business concentrated in West Texas and the Rocky Mountains. For example, for the year ended December 31, 2024, our West Texas and DJ Basin assets provided (i) 53% and 32%, respectively, of Total revenues and other, (ii) 40% and 31%, respectively, of our throughput for natural-gas assets (excluding equity-investment throughput), (iii) 61% and 23%, respectively, of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and (iv) all of our throughput for produced-water assets.

For the year ended December 31, 2024, 60% of Total revenues and other, 34% of our throughput for natural-gas assets (excluding equity-investment throughput), 91% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and 78% of our throughput for produced-water assets were attributable to production owned or controlled by Occidental. 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. In addition, Occidental provides dedications, minimum-volume commitments with associated deficiency payments, and/or cost-of-service commitments under certain of our contracts.

For the year ended December 31, 2024, 95% of our wellhead natural-gas volume (excluding equity investments) and 100% of our crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts under which fixed and variable fees are received based on the volume or thermal content of the natural gas and on the volume of NGLs, crude oil, and produced water we gather, process, treat, transport, or dispose. This type of contract provides us with a relatively stable revenue stream that is not subject to direct commodity-price risk, except to the extent that (i) actual recoveries differ from contractual recoveries under certain of our processing agreements or (ii) we retain and sell drip condensate that is recovered during the gathering of natural gas from the wellhead or production facilities and skim oil that is recovered during the produced-water gathering and disposal process.

We also have indirect exposure to commodity-price risk in that the relatively volatile commodity-price environment has caused and may continue to cause current or potential customers to alter drilling or production schedules in certain areas, which could cause variability in the volumes of hydrocarbons available to our systems. We also bear limited commodity-price risk through the settlement of imbalances. Read Item 7A. Quantitative and Qualitative Disclosures About Market Risk under Part II of this Form 10-K.

HOW WE EVALUATE OUR OPERATIONS

Our management relies on certain metrics to analyze our financial and operational results, including (i) throughput, (ii) operating and maintenance expenses, (iii) general and administrative expenses, (iv) capital expenditures, and (v) the following non-GAAP financial measures: Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow (see Reconciliation of Non-GAAP Financial Measures within this Item 7).

Throughput. Throughput is a significant operating variable that we use to assess our ability to generate revenues. To maintain or increase throughput on our systems, we must connect to additional wells or production facilities. Our success in maintaining or increasing throughput is impacted by the successful drilling of new wells by producers that are dedicated to our systems, recompletions of existing wells connected to our systems, our ability to secure volumes from new wells drilled on non-dedicated acreage, and our ability to attract natural-gas, crude-oil, NGLs, or produced-water volumes currently serviced by our competitors.

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Operating and maintenance expenses. We monitor operating and maintenance expenses to assess the impact of these costs on asset profitability and to evaluate the overall efficiency of our operations. Operating and maintenance expenses include, among other things, field labor, chemical and treating services, maintenance and integrity management costs, utility costs, equipment rentals, regulatory compliance, environmental remediation, land-related costs, insurance, and contract services.

General and administrative expenses. To assess the appropriateness of our general and administrative expenses and maximize our cash available for distribution, we monitor such expenses by way of comparison to prior periods, the annual budget, and other companies in the midstream industry.

Capital expenditures. Our business is capital intensive, requiring significant investment to maintain and improve existing facilities or to develop new midstream infrastructure. Capital expenditures associated with growth and maintenance projects are closely monitored. Rates of return are analyzed before capital projects are approved, spending is closely monitored throughout the development of the project, and the subsequent operational performance is compared to the assumptions used in the economic analysis performed for the capital investment approved.

ITEMS AFFECTING THE COMPARABILITY OF OUR FINANCIAL RESULTS

Our historical results of operations and cash flows for the periods presented may not be comparable to future or historical results of operations or cash flows for the reasons described below. Refer to Operating Results within this Item 7 for a discussion of our results of operations as compared to the prior periods.

Gathering and processing agreements. Certain of the gathering agreements for the West Texas complex, Springfield system, DJ Basin oil system, and DBM oil and water systems allow for rate resets that target an agreed-upon rate of return over the life of the agreement. Annual adjustments are made to cost-of-service rates charged under these agreements, and for certain of them, a cumulative catch-up revenue adjustment related to services already provided may be recorded. See Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. In addition, certain of our natural-gas processing agreements provide our producer customers with the option to receive an actual or fixed amount of NGLs recoveries (or in some cases, the financial equivalent thereof). Our customers’ election, along with operational plant efficiency and commodity prices, could impact our profitability and cash flows. See Risk Factors under Part I, Item 1A of this Form 10-K.

Acquisitions and divestitures. During the second quarter of 2024, we closed on the sale of our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million, resulting in a net gain on sale of $63.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.

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

In October 2023, we closed on the acquisition of Meritage for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from our $600.0 million senior note issuance in September 2023 and borrowings on the RCF. For purposes of the discussion included in Results of Operations, the Powder River Basin complex includes our previously owned Hilight system and the assets acquired from Meritage.

See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Impairments. We recognized long-lived asset and other impairments of $6.2 million and $52.9 million for the years ended December 31, 2024 and 2023, respectively. For a description of impairments recorded, see Note 9—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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RESULTS OF OPERATIONS

OPERATING RESULTS

The following tables and discussion present a summary of our results of operations:




	2023
3,605,223			$	3,106,476
		152,959
		1,869,770
		(10,102)
		1,379,563
		(348,228)
		15,378
		5,679
		1,052,392
		4,385
		1,048,007
		25,791
1,573,571			$	1,022,216

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(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(2)For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 7.

For purposes of the following discussion, any increases or decreases “for the year ended December 31, 2024” refer to the comparison of the year ended December 31, 2024, to the year ended December 31, 2023.

Discussion of 2022 items and comparison of the year ended December 31, 2023, to the year ended December 31, 2022, that are not included in this annual report on Form 10-K can be found under Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2023, and is available via the SEC’s website at www.sec.gov and our website at www.westernmidstream.com.

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Throughput




2023		Inc/ (Dec)
	435		4	%
	3,692		15	%
	466		11	%
	4,593		14	%
	161		8	%
	4,432		14	%
	332		20	%
	333		(57)	%
	665		(19)	%
	13		(15)	%
	652		(19)	%
	1,029		11	%
	20		15	%
	1,009		11	%

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(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.

(2)Includes (i) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary and (ii) for natural-gas assets, the 25% third-party interest in Chipeta, which collectively represent WES’s noncontrolling interests.

Natural-gas assets

Total throughput attributable to WES for natural-gas assets increased by 620 MMcf/d for the year ended December 31, 2024, primarily due to (i) higher volumes at the Powder River Basin complex due to the Meritage acquisition, (ii) higher volumes at the West Texas and DJ Basin complexes due to increased production in the areas, (iii) higher volumes at the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline, and (iv) higher volumes at the Springfield gas-gathering system due to new third-party production. These increases were offset partially by (i) lower volumes at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024 and (ii) lower volumes at the Granger complex due to a contract expiration in the fourth quarter of 2023.

Crude-oil and NGLs assets

Total throughput attributable to WES for crude-oil and NGLs assets decreased by 122 MBbls/d for the year ended December 31, 2024, primarily due to (i) the divestiture of Whitethorn LLC, Mont Belvieu JV, Saddlehorn, and Panola in the first quarter of 2024. These decreases were offset partially by (i) higher volumes at the DBM and DJ Basin oil systems due to increased production in the areas and (ii) higher volumes at the Thunder Creek NGL pipeline, which was acquired as part of the Meritage acquisition.

Produced-water assets

Total throughput attributable to WES for produced-water assets increased by 115 MBbls/d for the year ended December 31, 2024, due to higher production, partially offset by increased recycling activities in the upstream operations of our producers.

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Service Revenues




	2023				Inc/ (Dec)
3,248,262			$	2,768,757			17		%
		191,727				13		%
3,464,038			$	2,960,484			17		%

Service revenues – fee based

Service revenues – fee based increased by $479.5 million for the year ended December 31, 2024, primarily due to increases of (i) $184.0 million at the West Texas complex due to increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, (ii) $140.2 million at the Powder River Basin complex attributable to the acquisition of Meritage, (iii) $89.8 million at the DJ Basin complex primarily due to increased throughput and increased electricity-related rates billed to customers, partially offset by a decrease in deficiency fees, (iv) $87.5 million and $36.7 million at the DBM water and DBM oil systems, respectively, as a result of increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, and (v) $6.7 million at the Chipeta complex primarily due to new and amended contracts effective July 2024. These increases were offset partially by decreases of (i) $23.7 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024, (ii) $16.8 million and $4.3 million at the Springfield and DJ Basin oil systems, respectively, primarily due to decreased revenues associated with demand volumes and lower cumulative catch-up adjustments for changes in estimated consideration in 2024 compared to 2023, partially offset by increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, (iii) $11.8 million at the Granger complex due to a contract expiration in the fourth quarter of 2023, and (iv) $10.5 million at the Brasada complex due to a change in contract terms effective July 1, 2023, partially offset by increased throughput.

Service revenues – product based

Service revenues – product based increased by $24.0 million for the year ended December 31, 2024, primarily due to increases of (i) $15.4 million at the West Texas complex due to increased volumes sold, (ii) $5.3 million at the DJ Basin complex due to a contract change effective during the second quarter of 2024, partially offset by decreased average prices, (iii) $4.7 million at the Powder River Basin complex attributable to the acquisition of Meritage, and (iv) $2.3 million at the DBM water systems due to increased skim-oil volumes sold. These increases were offset partially by a decrease of $3.4 million at the Chipeta complex due to decreased volumes sold.

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Product Sales




	2023				Inc/ (Dec)
13,469			$	40,679			(67)		%
		104,345				21		%
140,100			$	145,024			(3)		%
Per-unit gross average sales price:
0.29			$	1.66			(83)		%
		27.89				3		%

Natural-gas sales

Natural-gas sales decreased by $27.2 million for the year ended December 31, 2024, primarily due to a decrease of $33.6 million at the West Texas complex due to decreased average prices. This decrease was offset partially by increases of (i) $8.9 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $3.1 million at the DJ Basin complex as a result of changes in contract mix during the second quarter of 2023.

NGLs sales

NGLs sales increased by $22.3 million for the year ended December 31, 2024, primarily due to increases of (i) $21.3 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $14.8 million at the DJ Basin complex due to increased volumes sold, partially offset by decreased average prices and the impact of a contract change effective during the second quarter of 2024. These increases were offset partially by decreases of (i) $7.8 million at the West Texas complex due to changes in contract mix and decreased average prices, partially offset by increased volumes sold and (ii) $4.7 million at the Chipeta complex due to a contract change effective during the third quarter of 2024.

Equity Income, Net – Related Parties




	2023			Inc/ (Dec)
112,385		$	152,959		(27)	%

Equity income, net – related parties decreased by $40.6 million for the year ended December 31, 2024, primarily due to decreases of (i) $37.6 million resulting from the sale of several equity investments to third parties in the first quarter of 2024 and (ii) $8.0 million at TEP. These decreases were offset partially by an increase of $4.6 million at Red Bluff. See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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Cost of Product and Operation and Maintenance Expenses




	2023				Inc/ (Dec)
10,586			$	32,515			(67)		%
		211,468				19		%
		(79,385)				(15)		%
		164,598				5		%
		762,530				15		%
1,052,819			$	927,128			14		%

Natural-gas purchases

Natural-gas purchases decreased by $21.9 million for the year ended December 31, 2024, primarily due to decreases of (i) $15.3 million at the West Texas complex due to lower average prices and (ii) $6.2 million at the Granger complex attributable to a contract change effective during 2023 and decreased volumes purchased.

NGLs purchases

NGLs purchases increased by $41.1 million for the year ended December 31, 2024, primarily due to increases of (i) $39.4 million at the West Texas complex primarily attributable to increased volumes purchased and average prices and (ii) $4.2 million at the DJ Basin complex due to a contract change effective during the second quarter of 2024. These increases were offset partially by a decrease of $5.6 million at the Chipeta complex due to a contract change effective during the third quarter of 2024.

Other items

Other items decreased by $11.5 million for the year ended December 31, 2024, primarily due to decreases of $32.5 million and $2.3 million at the West Texas and Chipeta complexes, respectively, due to changes in imbalance positions. These decreases were offset partially by increases of (i) $14.9 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage and (ii) $13.6 million at the DJ Basin complex primarily attributable to changes in imbalance positions.

Operation and maintenance expense

Including the impact of operating the assets acquired with Meritage, operation and maintenance expense increased by $118.0 million for the year ended December 31, 2024, primarily due to increases of (i) $38.5 million in salaries and wages costs, (ii) $25.1 million in equipment, materials, maintenance, and repair costs, (iii) $16.7 million in chemical and treating services, (iv) $10.2 million in land-related costs, (v) $9.0 million in equipment rental costs, (vi) $7.1 million in water-disposal costs, and (vii) $5.4 million in utility expense.

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Other Operating Expenses




	2023				Inc/ (Dec)
271,526			$	232,632			17		%
		56,458				11		%
		600,668				8		%
		52,884				(88)		%

990,828			$	942,642			5		%

General and administrative expenses

General and administrative expenses increased by $38.9 million for the year ended December 31, 2024, primarily due to increases of (i) $27.5 million in personnel costs, (ii) $10.5 million in information technology costs, and (iii) $7.0 million in other corporate-related expenses. These increases were offset partially by a decrease of $6.1 million in contract labor and consulting costs.

Property and other taxes

Property and other taxes increased by $6.2 million for the year ended December 31, 2024, primarily due to increases of (i) $2.4 million at the DJ Basin complex primarily due to a lower ad valorem property tax accrual recorded during 2023 related to the finalization of 2022 assessments, (ii) $2.3 million at the Powder River Basin complex due to the acquisition of Meritage, and (iii) $2.0 million due to higher property tax values from expansion in West Texas.

Depreciation and amortization expense

Depreciation and amortization expense increased by $49.8 million for the year ended December 31, 2024, primarily due to increases of (i) $44.7 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage and (ii) $22.5 million and $7.2 million at the West Texas complex and DBM water systems, respectively, primarily related to capital projects being placed into service. These increases were offset partially by decreases of (i) $13.3 million at the DJ Basin complex primarily due to acceleration of depreciation expense during 2023 and updated salvage values, (ii) $6.4 million due to the sale of the Marcellus Interest systems in the second quarter of 2024, and (iii) $4.3 million at the Brasada complex due to an update in the expected useful life.

Long-lived asset and other impairment expense

Long-lived asset and other impairment expense for the year ended December 31, 2024, was primarily due to a $4.2 million impairment of certain corporate office leases that are no longer being utilized.

Long-lived asset and other impairment expense for the year ended December 31, 2023, was primarily due to a $52.1 million impairment for assets located in the Rockies.

For further information on Long-lived asset and other impairment expense, see Note 9—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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Interest Expense




	2023				Inc/ (Dec)
(377,850)			$	(348,393)			8		%
		(1,083)				138		%
		(12,395)				7		%
		13,643				12		%

(378,513)			$	(348,228)			9		%

Interest expense increased by $30.3 million for the year ended December 31, 2024, primarily due to increases of (i) $29.3 million of interest incurred on the 6.350% Senior Notes due 2029 that were issued during the third quarter of 2023, (ii) $16.1 million of interest incurred on the 5.450% Senior Notes due 2034 that were issued during the third quarter of 2024, (iii) $12.1 million of interest incurred on the 6.150% Senior Notes due 2033 that were issued during the second quarter of 2023, and (iv) $2.7 million due to borrowings in 2024 on the commercial paper program that was established during the fourth quarter of 2023. These increases were offset partially by decreases of (i) $14.8 million primarily due to no outstanding borrowings under the RCF during 2024 and (ii) $14.6 million due to credit-rating related interest-rate changes and lower outstanding balances on certain senior notes due to debt repurchases. See Liquidity and Capital Resources—Debt and credit facilities within this Item 7.

Other Income (Expense), Net




	2023			Inc/ (Dec)
31,741		$	5,679		NM

Other income (expense), net increased by $26.1 million for the year ended December 31, 2024, primarily due to interest income earned resulting from higher cash and cash equivalent balances throughout 2024.

Income Tax Expense (Benefit)




	2023				Inc/ (Dec)
1,629,363			$	1,052,392		55	%
	4,385				NM
%		—		%

We are not a taxable entity for U.S. federal income tax purposes; therefore, our federal statutory rate is zero percent. However, income apportionable to Texas is subject to Texas margin tax. For the year ended December 31, 2024, the variance from the federal statutory rate was primarily impacted by a state margin tax rate increase associated with no longer being included in Occidental’s affiliated group tax return beginning in September 2024 due to Occidental’s sale of 19.5 million WES common units in August 2024 and the resulting decrease in WES ownership, inclusive of its ownership in WES Operating.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

Adjusted EBITDA. We define Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) interest income, (v) income tax benefit, (vi) other income, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses. We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks, and rating agencies, use, among other measures, to assess the following:

•our operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis;

•the ability of our assets to generate cash flow to make distributions; and

•the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

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

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Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted Gross Margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Free Cash Flow is net cash provided by operating activities. Our non-GAAP financial measures of Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow should not be considered as alternatives to the GAAP measures of gross margin, net income (loss), net cash provided by operating activities, or any other measure of financial performance presented in accordance with GAAP. Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow have important limitations as analytical tools because they exclude some, but not all, items that affect gross margin, net income (loss), and net cash provided by operating activities. Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our definitions of Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.

Management compensates for the limitations of Adjusted Gross Margin, Adjusted EBITDA, and Free cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow compared to (as applicable) gross margin, net income (loss), and net cash provided by operating activities, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.

The following tables present (i) a reconciliation of the GAAP financial measure of gross margin to the non-GAAP financial measure of Adjusted Gross Margin, (ii) a reconciliation of the GAAP financial measures of net income (loss) and net cash provided by operating activities to the non-GAAP financial measure of Adjusted EBITDA, and (iii) a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non-GAAP financial measure of Free Cash Flow:




	2023
Reconciliation of Gross margin to Adjusted Gross Margin
3,605,223			$	3,106,476
Less:
		164,598
		600,668
		2,341,210
Add:
		194,273
		600,668
Less:
		102,109
		70,195
3,376,793			$	2,963,847

_________________________________________________________________________________________

(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.

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To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted Gross Margin for natural-gas assets, per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets, and per-Bbl Adjusted Gross Margin for produced-water assets.




	2023
Gross margin
2,073,533			$	1,738,125
		368,444
		259,541
		1.04
		1.52
		0.69
Adjusted Gross Margin
2,411,438			$	2,067,528
		589,091
		307,228
		1.28
		2.48
		0.83

_________________________________________________________________________________________

(1)Excludes corporate-level depreciation and amortization.

(2)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

(3)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

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	2023
1,611,252			$	1,048,007
Add:
		194,273
		32,005
		348,228
		4,385
		600,668
		52,884
		1,739
Less:
		(10,102)
		15,378
		152,959

		6,976

		48,345
2,344,038			$	2,068,633
2,136,860			$	1,661,334
		348,228
		(8,151)
		3,341
		(5,679)

		39,104
Changes in assets and liabilities:
		78,346
		68,019
		(67,564)
		(48,345)
2,344,038			$	2,068,633
2,136,860			$	1,661,334
		(1,607,291)
		(67,912)

_________________________________________________________________________________________

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	2023
2,136,860			$	1,661,334
Less:
		735,080
		1,153
Add:
		39,104
1,324,164			$	964,205
Cash flow information
2,136,860			$	1,661,334
		(1,607,291)
		(67,912)

Gross margin. Refer to Operating Results within this Item 7 for a discussion of the components of Gross margin as compared to the prior periods, including Service Revenues, Product Sales, Cost of Product (Natural-gas purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).

Gross margin increased by $441.3 million for the year ended December 31, 2024, primarily due to a $498.7 million increase in total revenues and other. This increase was offset partially by (i) a $49.8 million increase in depreciation and amortization and (ii) a $7.7 million increase in cost of product.

Net income (loss). Refer to Operating Results within this Item 7 for a discussion of the primary components of Net income (loss) as compared to the prior periods.

Net income (loss) increased by $563.2 million for the year ended December 31, 2024, primarily due to (i) a $498.7 million increase in total revenues and other and (ii) a $306.9 million increase in gain (loss) on divestiture and other, net. These amounts were offset partially by (i) a $173.9 million increase in total operating expenses, (ii) a $40.6 million decrease in equity income, net – related parties, and (iii) a $30.3 million increase in interest expense.

Net cash provided by operating activities. Refer to Historical cash flow within this Item 7 for a discussion of the primary components of Net cash provided by operating activities as compared to the prior periods.

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KEY PERFORMANCE METRICS




	2023				Inc/ (Dec)



3,376,793			$	2,963,847			14		%
		1.28				2		%
		2.48				19		%
		0.83				16		%
		2,068,633				13		%
		964,205				37		%

_________________________________________________________________________________________

(1)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

Adjusted Gross Margin. Adjusted Gross Margin increased by $412.9 million for the year ended December 31, 2024, primarily due to (i) increased throughput and a higher average fee resulting from cost-of-service rate redeterminations effective January 1, 2024, at the West Texas complex, DBM water systems, and DBM oil system, (ii) increased throughput at the Powder River Basin complex attributable to the acquisition of Meritage, and (iii) increased throughput at the DJ Basin complex. These increases were offset partially by (i) the sale of our interests in the Marcellus Interest systems, Mont Belvieu JV, and Saddlehorn during 2024, (ii) decreased distributions from TEP, (iii) decreased revenues associated with demand volumes and a lower cumulative catch-up adjustment for changes in estimated consideration in 2024 compared to 2023 at the Springfield system, partially offset by increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, and (iv) decreased processing fees at the Brasada complex resulting from a change in contract terms effective July 1, 2023, partially offset by increased throughput.

Per-Mcf Adjusted Gross Margin for natural-gas assets increased by $0.02 for the year ended December 31, 2024, primarily due to (i) increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, and (ii) increased throughput at the DJ Basin complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets.

Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets increased by $0.46 for the year ended December 31, 2024, primarily due to (i) the sale of our interests in Whitethorn LLC, Mont Belvieu JV, and Saddlehorn in the first quarter of 2024, all of which had lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets, and (ii) increased throughput at the DBM oil system, which has a higher-than-average per-Mcf margin as compared to our other crude-oil and NGLs assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024. These increases were offset partially by (i) decreased revenues associated with demand volumes and lower cumulative catch-up adjustments for changes in estimated consideration in 2024 compared to 2023 at the DJ Basin oil and Springfield systems, partially offset by higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, and (ii) decreased distributions at TEP.

Per-Bbl Adjusted Gross Margin for produced-water assets increased by $0.13 for the year ended December 31, 2024, primarily due to higher throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024.

Adjusted EBITDA. Adjusted EBITDA increased by $275.4 million for the year ended December 31, 2024, primarily due to a $498.7 million increase in total revenues and other. This was offset partially by (i) a $118.0 million increase in operation and maintenance expenses, (ii) a $52.0 million decrease in distributions from equity investments, (iii) a $32.9 million increase in general and administrative expenses excluding non-cash equity-based compensation expense, (iv) a $7.8 million increase in cost of product (net of lower of cost or market inventory adjustments), and (v) a $6.2 million increase in property and other taxes.

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Free Cash Flow. Free Cash Flow increased by $360.0 million for the year ended December 31, 2024, primarily due to a $475.5 million increase in net cash provided by operating activities, partially offset by (i) a $98.8 million increase in capital expenditures, (ii) an $8.5 million increase in contributions to equity investments, and (iii) an $8.3 million decrease in distributions from equity investments in excess of cumulative earnings.

See Capital Expenditures and Historical Cash Flow within this Item 7 for further information.

GENERAL TRENDS AND OUTLOOK

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

Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted negatively by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can reduce the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. The New York Mercantile Exchange (“NYMEX”) West Texas Intermediate crude-oil daily settlement prices during 2023 ranged from a low of $66.74 per barrel in March 2023 to a high of $93.68 per barrel in September 2023, and prices during the year ended December 31, 2024, ranged from a low of $65.75 per barrel in September 2024 to a high of $86.91 per barrel in April 2024. The Waha Hub natural-gas price during 2023 ranged from a low of ($3.8400) per MMBtu in January 2023 to a high of $3.2750 per MMBtu in January 2023, and prices during the year ended December 31, 2024, ranged from a low of ($6.2250) per MMBtu in August 2024 to a high of $8.2650 per MMBtu in January 2024. The extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.

Additionally, even when the commodity-price environments are favorable, our customers must manage numerous operational challenges, including severe weather disruptions, oil and gas takeaway constraints, produced water recycling and disposal limitations, seismicity concerns, new regulatory requirements, and the ability to optimize the efficiency and results of large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can have a significant impact on the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.

Liquidity and access to capital markets. In addition to cash and cash equivalents and cash flows generated from operations, we have historically accessed the debt and equity capital markets to raise money to fund capital expenditures, to refinance long-term debt, to fund unit repurchases, and to fund acquisitions. From time to time, capital market turbulence and investor sentiment towards MLPs, and the broader energy industry, have raised our cost of capital and, in some cases, temporarily made certain sources of capital unavailable. If we require funding beyond our sources of liquidity and are either unable to access the capital markets or find alternative sources of capital at reasonable costs, our strategy may become more challenging to execute.

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Changes in regulations. Our operations and the operations of our customers have been, and will continue to be, affected by political developments and federal, state, tribal, local, and other laws and regulations that are becoming more numerous, more stringent, and more complex. These laws and regulations include, among other things, limitations on hydraulic fracturing and other oil and gas operations, pipeline safety and integrity requirements, permitting requirements, environmental protection measures such as limitations on methane and other GHG emissions, and restrictions on produced-water disposal wells. In addition, in certain areas in which we operate, public protests of oil and gas operations are not uncommon. The number and scope of the regulations with which we and our customers must comply has a meaningful impact on our and their businesses, and new or revised regulations, reinterpretations of existing regulations, and permitting delays or denials could adversely affect the throughput on and profitability of our assets. For examples of proposed regulations or other regulatory initiatives that could have a potentially material impact on us, see the Environmental Matters and Occupational Health and Safety Regulations section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K.

Impact of inflation. Although somewhat abated during 2024, the U.S. economy has recently experienced significant inflation relative to historical precedent. Inflation has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, which has increased our operating costs and capital expenditures. Additionally, the Trump administration has recently implemented a 10% tariff on Chinese imports and announced a 25% tariff on imports of steel and aluminum. Plans by the Trump administration to impose additional import tariffs on Canada and Mexico are also currently under consideration, as are reciprocal tariffs on all U.S. trading partners that currently impose tariffs on American goods. These and other import tariffs could substantially increase our operating and capital costs. Although we cannot predict any future inflation trends or the impact of current or future import tariffs, higher operating and capital costs could materially and negatively impact our financial results. To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees.

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

Acquisition opportunities. We may pursue certain asset acquisitions where such acquisitions complement our existing asset base or allow us to capture operational efficiencies. However, if we do not make additional acquisitions on an economically accretive basis, our future growth could be limited.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include equity and debt service, operating expenses, acquisitions, and capital expenditures. Our sources of liquidity, as of December 31, 2024, included cash and cash equivalents, cash flows generated from operations, effective borrowing capacity under the RCF, our commercial paper program, and potential issuances of additional equity or debt securities. We believe that cash flows generated from these sources will be sufficient to satisfy our short-term working-capital requirements and long-term capital-expenditure and debt-service requirements.

The amount of future distributions to unitholders will be determined by the Board on a quarterly basis. Under our partnership agreement, we distribute all of our available cash (beyond proper reserves as defined in our partnership agreement) within 55 days following each quarter’s end. Our cash flow and resulting ability to make cash distributions are dependent on our ability to generate cash flow from operations. Generally, our available cash is our cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves, and cash on hand resulting from working capital borrowings made after the end of the quarter. The general partner establishes cash reserves to provide for the proper conduct of our business, including (i) to fund future capital expenditures, (ii) to comply with applicable laws, debt instruments, or other agreements, or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters. The Board declared a cash distribution to unitholders for the fourth quarter of 2024 of $0.875 per unit, or $341.0 million in the aggregate. The cash distribution was paid on February 14, 2025, to our unitholders of record at the close of business on February 3, 2025.

In February 2025, the Board authorized a buyback program of up to $250.0 million of our common units through December 31, 2026 (the “2025 Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to acquire any particular amount of common units and the program may be suspended or discontinued at our discretion without prior notice.

For the year ended December 31, 2025, capital expenditures are expected to range between $625.0 million to $775.0 million (accrual-based, includes equity investments, excludes capitalized interest, and excludes capital expenditures associated with the 25% third-party interest in Chipeta).

Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open-market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors, and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part I, Item 1A of this Form 10-K.

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Working capital. Working capital is an indication of liquidity and potential needs for short-term funding. Working capital requirements are driven by changes in accounts receivable and accounts payable and other factors such as credit extended to, and the timing of collections from, our customers, and the level and timing of our spending for acquisitions, maintenance, and other capital activities. As of December 31, 2024, we had a $155.5 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. As of December 31, 2024, there was $2.0 billion in effective borrowing capacity under the RCF. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program. See Note 11—Selected Components of Working Capital and Note 13—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Capital expenditures. Our business is capital intensive, requiring significant investment to maintain and improve existing facilities or to develop new midstream infrastructure. Capital expenditures include maintenance capital expenditures, which include those expenditures required to maintain existing operating capacity and service capability of our assets, and expansion capital expenditures, which include expenditures to construct new midstream infrastructure and expenditures incurred to reduce costs, increase revenues, or increase system throughput or capacity from current levels.

Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Acquisitions and capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:



	Year Ended December 31,
thousands	2024		2023
Acquisitions	$	443	$	877,746
Capital expenditures (1)	833,856		735,080
Capital incurred (1)	798,330		752,338

_________________________________________________________________________________________

(1)The years ended December 31, 2024 and 2023, included $15.2 million and $13.6 million, respectively, of capitalized interest.

Acquisitions for the year ended December 31, 2023, included the acquisition of Meritage. See Items Affecting the Comparability of Our Financial Results within this Item 7.

Capital expenditures increased by $98.8 million for the year ended December 31, 2024, primarily due to increases of (i) $88.3 million at the West Texas complex, primarily attributable to engineering, equipment, and construction milestone payments for the North Loving Plant, (ii) $28.2 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage, (iii) $24.2 million at the DBM water systems due to increased construction of certain water-disposal wells, equipment, facilities, and well-connect projects, and (iv) $8.2 million at the Chipeta complex primarily related to expansion projects. These increases were offset partially by a decrease of $58.3 million at the DBM oil system related to a decrease in pipeline, oil treating, and oil pumping projects.

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Historical cash flow. The following table and discussion present a summary of our net cash flows provided by (used in) operating, investing, and financing activities:



	Year Ended December 31,
thousands	2024		2023
Net cash provided by (used in):
Operating activities	$	2,136,860	$	1,661,334
Investing activities	(39,168)		(1,607,291)
Financing activities	(1,280,015)		(67,912)
Net increase (decrease) in cash and cash equivalents	$	817,677	$	(13,869)

(275)(45)1,607,358 $1,045,812 $1,244,620

_________________________________________________________________________________________

(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	2024		2023		2022
WES net cash provided by operating activities	$	2,136,860	$	1,661,334	$	1,701,426
General and administrative expenses (1)	1,875		2,943		2,656
Non-cash equity-based compensation expense	(581)		(581)		(570)
Changes in working capital	(29,198)		(15,226)		(9,341)
Other income (expense), net	(252)		(275)		(45)
Income taxes	8		6		7

WES Operating net cash provided by operating activities	$	2,108,712	$	1,648,201	$	1,694,133

WES net cash provided by (used in) financing activities	$	(1,280,015)	$	(67,912)	$	(1,398,532)
Distributions to WES unitholders (2)	1,246,069		978,430		735,755
Distributions to WES from WES Operating (3)	(1,246,702)		(1,119,367)		(1,219,635)
Increase (decrease) in outstanding checks	50		(52)		103
Unit repurchases	—		134,602		487,590
Other	27,316		15,472		9,326
WES Operating net cash provided by (used in) financing activities	$	(1,253,282)	$	(58,827)	$	(1,385,393)

_________________________________________________________________________________________

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

(2)Represents distributions to WES common unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(3)Difference attributable to elimination in consolidation of WES Operating’s distributions on partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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Noncontrolling interest. WES Operating’s noncontrolling interest consists of the 25% third-party interest in Chipeta. See Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

WES Operating distributions. WES Operating distributes all of its available cash on a quarterly basis to WES Operating unitholders in proportion to their share of limited partner interests in WES Operating. See Note 4—Partnership Distributions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recognized during the periods reported. On an ongoing basis, management reviews its estimates, including those related to property, plant, and equipment, other intangible assets, goodwill, equity investments, asset retirement obligations, litigation, environmental liabilities, income taxes, revenues, and fair values. Although these estimates are based on management’s best available knowledge of current and expected future events, changes in facts and circumstances, or discovery of new information may result in revised estimates, and actual results may differ from these estimates. Management considers the following to be its most critical accounting estimates that involve judgment and discusses the selection and development of these estimates with our general partner’s Audit Committee. For additional information concerning accounting policies, see Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Impairments of property, plant, and equipment and other intangible assets. Property, plant, and equipment and other intangible assets are stated at historical cost less accumulated depreciation or amortization, or fair value if impaired. Prior long-lived asset acquisitions from Anadarko were transfers of net assets between entities under common control; therefore, the assets acquired were initially recorded at Anadarko’s historical carrying value. Assets acquired in a business combination or non-monetary exchange with a third party are initially recorded at fair value.

Management assesses property, plant, and equipment, together with any associated materials and supplies inventory and intangible assets, for impairment when events or changes in circumstances indicate their carrying values may not be recoverable. Changes in our business and economic conditions are evaluated for their implications on recoverability of the assets’ carrying values. Significant downward revisions in throughput forecasts or changes in future development plans by producers, to the extent they affect our operations, may trigger an impairment assessment.

Impairments exist when the carrying value of a long-lived asset exceeds the total estimated undiscounted net cash flows from the future use and eventual disposition of the asset. When alternative courses of action for future use of a long-lived asset are under consideration, estimates of future undiscounted net cash flows incorporate the possible outcomes and probabilities of their occurrence. The primary assumptions used to estimate undiscounted future net cash flows include long-range customer throughput forecasts and revenue, capital, and operating expense estimates. Management applies judgment in the grouping of assets for impairment assessment, determining whether there is an impairment indicator, and determinations about the future use of such assets.

If an impairment exists, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value, such that the asset’s carrying value is adjusted down to its estimated fair value with an offsetting charge to impairment expense. Management’s estimate of the asset’s fair value may be determined based on the estimates of future discounted net cash flows or values at which similar assets were transferred in the market in recent transactions, if such data is available.

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Impairments of equity investments. Investments in non-controlled entities over which the Partnership exercises significant influence are accounted for under the equity method of accounting. Management assesses its equity investments for impairment whenever events or changes in circumstances indicate their carrying amount may have experienced a decline in value that is other than temporary. When evidence of an other-than-temporary loss in value has occurred, management compares the estimated fair value of the investment to the carrying amount 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 carrying amount exceeds the estimated fair value, an impairment loss is measured as the excess of the carrying amount over its estimated fair value, such that the asset’s carrying amount is adjusted down to its estimated fair value with an offsetting charge to impairment expense.

We recognized long-lived asset and other impairments of $6.2 million and $52.9 million for the years ended December 31, 2024 and 2023, respectively. See Note 9—Property, Plant, and Equipment and Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for a description of impairments recorded during the periods presented.

Fair value. Impairment analyses for long-lived assets, goodwill, equity investments, and the initial recognition of asset retirement obligations use Level-3 inputs. Management also estimates the fair value of assets and liabilities acquired in a third-party business combination or exchanged in non-monetary transactions. See Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

RECENT ACCOUNTING DEVELOPMENTS

See Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Commodity-price risk. Certain of our processing services are provided under percent-of-proceeds and keep-whole agreements. Under percent-of-proceeds agreements, we receive a specified percentage of the net proceeds from the sale of residue and/or NGLs. Under keep-whole agreements, we keep 100% of the NGLs produced, and the processed natural gas, or value of the natural gas, is returned to the producer, and because some of the gas is used and removed during processing, we compensate the producer for the amount of gas used and removed in processing by supplying additional gas or by paying an agreed-upon value for the gas used.

For the year ended December 31, 2024, 95% of our wellhead natural-gas volume (excluding equity investments) and 100% of our crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances.

We bear a limited degree of commodity-price risk with respect to settlement of natural-gas and NGLs imbalances that arise from differences in gas volumes received into our systems and gas volumes delivered by us to customers, and for instances where actual liquids recovery or fuel usage varies from contractually stipulated amounts. Natural-gas and NGLs volumes owed to or by us that are subject to monthly cash settlement are valued according to the terms of the contract as of the balance sheet dates and generally reflect market-index prices. Other natural-gas and NGLs volumes owed to or by us are valued at our weighted-average cost as of the balance sheet dates and are settled in-kind. Our exposure to the impact of changes in commodity prices on outstanding imbalances depends on the settlement timing of the imbalances. See General Trends and Outlook under Part II, Item 7 and Risk Factors under Part I, Item 1A of this Form 10-K.

Interest-rate risk. The Federal Open Market Committee increased its target range four times for the federal funds rate in 2023 and decreased its target range three times during the year ended December 31, 2024. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of December 31, 2024, WES Operating had (i) no outstanding borrowings under the RCF that bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate at WES Operating’s option and (ii) no outstanding commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at December 31, 2024, it would impact the fair value of the senior notes.

Additional short-term or variable-rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances.

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Item 8. Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Management’s Assessment of Internal Control Over Financial Reporting			83
Western Midstream Partners, LP			84
Reports of Independent Registered Public Accounting Firm			84
Financial Statements			88
Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 , and 20 2 2			88
Consolidated Balance Sheets as of December 31, 202 4 and 20 23			89
Consolidated Statements of Equity and Partners’ Capital for the years ended December 31, 202 4 , 202 3 , and 20 2 2			90
Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 , and 20 2 2			91
Western Midstream Operating, LP			92
Report of Independent Registered Public Accounting Firm			92
Financial Statements			94
Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 , and 202 2			94
Consolidated Balance Sheets as of December 31, 202 4 and 202 3			95
Consolidated Statements of Equity and Partners’ Capital for the years ended December 31, 202 4 , 202 3 , and 20 2 2			96
Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 , and 20 2 2			97
Notes to Consolidated Financial Statements			98
Note 1. Summary of Significant Accounting Policies and Basis of Presentation			98
Note 2. Revenue from Contracts with Customers			107
Note 3. Acquisitions and Divestitures			109
Note 4. Partnership Distributions			112
Note 5. Equity and Partners’ Capital			113
Note 6. Related-Party Transactions			115
Note 7. Equity Investments			119
Note 8. Income Taxes			121
Note 9. Property, Plant, and Equipment			122
Note 10. Goodwill and Other Intangibles			123
Note 11. Selected Components of Working Capital			124
Note 12. Asset Retirement Obligations			125
Note 13. Debt and Interest Expense			126
Note 14. Leases			129
Note 15. Equity-Based Compensation			131
Note 16. Commitments and Contingencies			133
Note 17. Reportable Segment			133

) $ $ )

_________________________________________________________________________________________

(1) billion, $ billion, and $ billion for the years ended December 31, 2024, 2023, and 2022, respectively. See Note 6.

(2)

(3)) million, $() million, and $() million for the years ended December 31, 2024, 2023, and 2022, respectively, all primarily related to changes in imbalance positions. See Note 6.

(4)

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

December 31,

thousands except number of units

2024

2023

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, 2024 and 2023, respectively)

General partner units ( units issued and outstanding at December 31, 2024 and 2023)

Total partners’ capital

Noncontrolling interests

Total equity and partners’ capital

Total liabilities, equity, and partners’ capital

________________________________________________________________________________________

(1) million and $ million of NGLs line- million and $ million of materials and supplies inventory as of December 31, 2024 and 2023, respectively.

(2) million and $ billion as of December 31, 2024 and 2023, respectively, which includes related-party Accounts receivable, net of $ million and $ million as of December 31, 2024 and 2023, respectively. See Note 6.

(3) million and $ million as of December 31, 2024 and 2023, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

Partners’ Capital

thousands

Common
Units

General Partner
Units

Noncontrolling
Interests

Total

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

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to noncontrolling interest owner of WES Operating

—

()

Distributions to Partnership unitholders

()

—

()

Equity-based compensation expense

—

Other

()

—

()

Balance at December 31, 2024

_________________________________________________________________________________________

(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		2024		2023	2022
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 (1)		()		()	()






	$		$

________________________________________________________________________________________

(1) billion, $ billion, and $ billion for the years ended December 31, 2024, 2023, and 2022, respectively. See Note 6.

(2)

(3)) million, $() million, and $() million for the years ended December 31, 2024, 2023, and 2022, respectively, all primarily related to changes in imbalance positions. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED BALANCE SHEETS

December 31,

thousands except number of units

2024

2023

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, 2024 and 2023)

Total partners’ capital

Noncontrolling interest

Total equity and partners’ capital

Total liabilities, equity, and partners’ capital

_________________________________________________________________________________________

(1) million and $ million of NGLs line-fill inventory as of December 31, 2024 and 2023, respectively. Other assets also includes $ million and $ million of materials and supplies inventory as of December 31, 2024 and 2023, respectively.

(3) million and $ million as of December 31, 2024 and 2023, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

thousands

Common
Units

Noncontrolling

Interest

Total

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

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, 2024

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	2024	2023	2022
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 (1)	()	()	()

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 provided by (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

Interest paid, net of capitalized interest	$	$	$
Income taxes paid (reimbursements received)
Accrued capital expenditures

________________________________________________________________________________________

(1)

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

% limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non-economic general partner interest in WES Operating.

For purposes of these consolidated financial statements, the “Partnership” refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding Western Midstream Holdings, LLC. Anadarko became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko on August 8, 2019. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and the Partnership and WES Operating for transactions that eliminate upon consolidation (see Note 6).

The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids (“NGLs”), and crude oil; and gathering and disposing of produced water. In its capacity as a natural-gas processor, the Partnership also buys and sells natural gas, NGLs, and condensate on behalf of itself and its customers under certain contracts.

$ $

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, 2024, and December 31, 2023, respectively.

Contract assets primarily relate to (i) revenue accrued but not yet billed under cost-of-service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed.

$ 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,thousands20242023Other current assets$ $ Other assets Total contract assets from contracts with customers$ $

107

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

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,thousands20242023Accrued liabilities$ $ Other liabilities Total contract liabilities from contracts with customers$ $ _________________________________________________________________________________________

(1)See Note 3.

Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2024, are presented in the table below. The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations.

2026 2027 2028 2029 )) ()

_________________________________________________________________________________________

(1)See Note 7.

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

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

Balance sheets

December 31,

thousands

2024

2023

Assets

Accounts receivable, net

Other current assets

Equity investments (1)

Other assets

Total assets

Liabilities

Accounts 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.

115

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ $ Capital expenditures ()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

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

) ) )


Balance sheets
		December 31,
thousands		2024		2023





	$		$	()	$	()	$	()	$

_________________________________________________________________________________________

(1)Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual-investment basis.

(2)See Note 3.

During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties: (i) the % interest in Mont Belvieu JV, (ii) the % interest in Whitethorn LLC, (iii) the % interest in Panola, and (iv) the % interest in Saddlehorn. See Note 3.

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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, 2024, includes $ million for the purchase price allocated to the investment in Rendezvous in excess of the historical cost basis of Western Gas Resources, Inc. (“WGRI”), the entity that previously owned the interest in Rendezvous, which Anadarko acquired in August 2006. This excess balance is attributable to the difference between the fair value and book value of such gathering and treating facilities (at the time WGRI was acquired by Anadarko) and will be amortized to Equity income, net – related parties in the consolidated statements of operations over the remaining estimated useful life of those facilities.

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

$ $ Operating income Net income


	December 31,
thousands	2024	2023
Current assets	$	$
Property, plant, and equipment, net
Other assets
Total assets	$	$
Current liabilities	$	$
Non-current liabilities
Equity
Total liabilities and equity	$	$

120

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million of the Partnership’s common units in August 2024 and the resulting decrease in ownership, inclusive of its ownership in WES Operating. For the years ended December 31, 2023 and 2022, the variance from the federal statutory rate was primarily due to the Texas margin tax liability. $ $ Deferred state income tax expense (benefit) Total income tax expense (benefit)$ $ $

$$Statutory tax rate % % %Tax computed at statutory rate$ $ $ Adjustments resulting from:Texas margin tax expense (benefit)Income tax expense (benefit)$$$Effective tax rate % % %

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

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

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

reporting units: (i) gathering and processing and (ii) transportation. As of December 31, 2024, the carrying value of goodwill for the gathering and processing reporting unit was and goodwill allocated to the transportation reporting unit was $ million. The Partnership’s annual goodwill impairment assessment indicated impairment for the year ended December 31, 2024.

Other intangible assets. The other intangible assets balance on the consolidated balance sheets includes the fair value, net of amortization, primarily related to (i) contracts assumed in connection with processing plant acquisitions in 2011 that are part of the DJ Basin complex, which are being amortized on a straight-line basis over 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, 2024, 2023, and 2022. Intangible asset amortization to be recorded in each of the next five years is estimated to be $ million per year.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

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

Short-term lease liabilities

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

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $ $

% Senior Notes due 2025

— — —

% Senior Notes due 2025

— — — 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 2034

— — —

% Senior Notes due 2044

% Senior Notes due 2048

% Senior Notes due 2050

Finance lease liabilities

Total long-term debt

$ $ $ $ $ $

_________________________________________________________________________________________

(1)Fair value is measured using the market approach and Level-2 fair value inputs.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RCF borrowings

Commercial paper borrowings (1)

Repayments of RCF borrowings()

Issuance of % Senior Notes due 2029

Issuance of % Senior Notes due 2033

Repayment of Floating-Rate Senior Notes due 2023()

Repayment of % Senior Notes due 2025

()

Repayment of % Senior Notes due 2025

()

Repayment of % Senior Notes due 2026

()

Repayment of % Senior Notes due 2028

()

Repayment of % Senior Notes due 2028

()

Repayment of % Senior Notes due 2030

()Finance lease liabilities Other()Balance at December 31, 2023$

Commercial paper borrowings (repayments), net (1)

()20232022)) ()$()$()

$— $ $— 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 (%) ) $ $

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


	Year Ended December 31,
	2024		2023		2022
thousands	Operating Leases	Finance Leases	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Operating cash flows	$	$	$	$	$	$
Financing cash flows	—		—		—

$ 2026 2027 2028 2029 Thereafter Total lease payments Less portion representing imputed interest Total lease liabilities$ $ )) $ $

_________________________________________________________________________________________

(1)Mr. Bourne served as Senior Vice President and Chief Commercial Officer until his retirement on February 18, 2025.

Our directors hold office until their successors are duly elected and qualified or until the earlier of their death, resignation, removal, or disqualification. Officers serve at the discretion of the Board. There are no family relationships among any of our directors or executive officers.


Peter J. Bennett Houston, Texas Director since: August 2019 Not Independent			Biography/Qualifications Mr. Bennett has served as a member of our Board since August 2019, as Chairperson of the Board since December 2021, and as a member of the Board’s Compensation Committee since February 2022. Mr. Bennett currently serves as President, U.S. Onshore Resources and Carbon Management, Commercial Development at Occidental. In this role, Mr. Bennett is responsible for the strategic direction and capital placement for Occidental’s U.S. Onshore Resources and Carbon Management business. He also served as Senior Vice President, Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, from April 2018 to April 2020 and as President and General Manager of Permian Resources and the Rockies from April 2020 to October 2020. Mr. Bennett previously served as President and General Manager — Permian Resources, New Mexico Delaware Basin, from January 2017 to April 2018, Chief Transformation Officer from June 2016 to January 2017, Vice President, Portfolio and Optimization of Occidental Oil and Gas from February 2016 to June 2016 and, prior to that, pioneered innovative logistical and operational solutions as Vice President, Operations Portfolio and Integrated Planning of Occidental Oil and Gas from October 2015 to February 2016. Since June 2023, Mr. Bennett has served as the Chairman of the Board of Directors of Net Power Inc., an NYSE listed company focused on renewable energy.

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Oscar K. Brown Houston, Texas Director since: August 2019 Not Independent Officer since: October 2024			Biography/Qualifications Mr. Brown has served as President and Chief Executive Officer of our general partner since October 2024, a member of our Board since August 2019, as Chairperson of the Sustainability Committee from February 2021 to October 2024, and as a member of the Compensation Committee since February 2022. From April 2022 to June 2024, Mr. Brown served as Chief Financial Officer of FREYR Battery, which provides industrial scale clean battery solutions to reduce global emissions. Mr. Brown previously served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental from November 2018 to March 2020. In this role, Mr. Brown was responsible for, among other things, Occidental’s global business development functions and global supply chain management. Mr. Brown also served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018. Prior to joining Occidental in 2016, Mr. Brown worked at Bank of America Merrill Lynch, where he most recently served as managing director and co-head of Americas Energy Investment Banking. Mr. Brown served as Occidental’s designated representative on the board of directors of Plains All American Pipeline’s governing entity, PAA GP Holdings LLC (NYSE: PAA and PAGP) from August 2017 to September 2019.

Kristen S. Shults Houston, Texas Officer since: May 2022			Biography/Qualifications Ms. Shults has served as Senior Vice President and Chief Financial Officer of our general partner since May 2022, as Senior Vice President, Finance and Communications of our general partner since May 2021, and as Vice President, Investor Relations and Communications of our general partner since November 2019. Ms. Shults joined Anadarko in 2015 and has over 14 years of experience in the oil and gas industry. During her career at Anadarko, Ms. Shults served in various roles of increasing responsibility throughout Anadarko’s tax organization, including Director of Tax Compliance and Reporting from March 2018 to November 2019 and Worldwide Tax Manager from February 2017 to February 2018. Ms. Shults began her career in the tax practice of Ernst & Young, LLP, and is a Certified Public Accountant.

Robert W. Bourne Houston, Texas Officer since: October 2019			Biography/Qualifications Mr. Bourne served as Senior Vice President and Chief Commercial Officer of our general partner from October 2019 until his retirement on February 18, 2025. Prior to joining WES, Mr. Bourne served as a member of the board of directors of Altus Midstream Company from November 2018 to August 2019. Mr. Bourne also served as a member of the board of directors and Vice President of Business Development — Marketing of Apache Corporation from April 2017 to August 2019. Prior to joining Apache Corporation, Mr. Bourne served as a consultant advising Smith Production Inc. Mr. Bourne served as Senior Vice President of Business Development at American Midstream GP LLC, the general partner of American Midstream Partners, LP from November 2014 until December 31, 2015. Mr. Bourne has more than 34 years of experience in midstream corporate business development focused on producer and end-user relations and was one of the founding members of the executive management team for Coral Energy.

Christopher B. Dial Houston, Texas Officer since: December 2019			Biography/Qualifications Mr. Dial has served as Senior Vice President, General Counsel and Secretary of our general partner since December 2019. Prior to joining Western Midstream, from January 2018 to September 2019, Mr. Dial served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of the general partner of American Midstream Partners, LP. Mr. Dial also previously spent over 10 years in a number of in-house legal roles, most recently as General Counsel of Susser Holdings II, LP, Associate General Counsel of Susser Holdings Corporation, and Associate General Counsel and Corporate Secretary of Sunoco LP. Mr. Dial began his career as an Associate Attorney in the corporate section of the Houston office of Andrews Kurth, LLP, working on corporate, capital markets, governance, and other transactional matters primarily in the energy industry.

Catherine A. Green Houston, Texas Officer since: October 2019			Biography/Qualifications Ms. Green has served as Senior Vice President and Chief Accounting Officer of our general partner since May 2021, and as Vice President and Chief Accounting Officer of our general partner from October 2019 to May 2021. Ms. Green joined Anadarko in 2001 and served in a variety of roles throughout the accounting and finance organization, including internal audit, technical U.S. GAAP accounting, internal controls, and as Director, Expenditure Accounting from March 2018 to September 2019. Prior to joining Anadarko, Ms. Green began her career as an auditor with Grant Thornton LLP in the United Kingdom and Houston and is a Chartered Accountant with the Institute of Chartered Accountants in England and Wales.

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Daniel P. Holderman Houston, Texas Officer since: August 2022			Biography/Qualifications Mr. Holderman has served as Senior Vice President and Chief Operating Officer of our general partner since August 2024, as Senior Vice President, South Operations of our general partner since October 2022, and as Senior Vice President and Co-Chief Operating Officer of our general partner from August 2022 to October 2022. Before joining WES, Mr. Holderman served as Director, Delaware Basin Asset for Oxy USA, Inc., a subsidiary of Occidental, assuming the role in November 2018. Previously, Mr. Holderman had served as the Asset Manager overseeing Occidental’s Midland Basin assets in West Texas, assuming that role in June 2017. Mr. Holderman joined Occidental in December 2013, and held various engineering and operations leadership roles across drilling, completions, and production operations. Prior to joining Occidental, Mr. Holderman had nine years of experience in engineering, upstream operations, and commercial roles with ExxonMobil.

Nicole E. Clark Houston, Texas Director since: December 2020 Not Independent			Biography/Qualifications Ms. Clark has served as a member of our Board since December 2020, as a member of the Sustainability Committee since February 2021 and as its Chairperson since October 2024, and as a member of the Compensation Committee since February 2022. Ms. Clark presently holds the position of Vice President, Corporate Secretary, Chief Compliance Officer, and Deputy General Counsel at Occidental, having joined Occidental in 2014. Prior to joining Occidental, Ms. Clark was Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at a private equity-backed industrial distributor to the energy and petrochemicals markets. Before that, Ms. Clark was a Partner at Vinson & Elkins LLP, where she specialized in mergers and acquisitions, securities regulation and corporate governance. She began her legal career as an Associate with Wachtell, Lipton, Rosen & Katz where she practiced corporate law. Prior to becoming an attorney, Ms. Clark was an auditor at Arthur Andersen LLP.

Frederick A. Forthuber Houston, Texas Director since: December 2021 Not Independent			Biography/Qualifications Mr. Forthuber has served as a member of our Board and the Sustainability Committee since December 2021. He currently serves as President of Oxy Energy Services, LLC, a subsidiary of Occidental. In this role, Mr. Forthuber has global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas. In addition, Mr. Forthuber has global functional responsibility for Health and Safety. Mr. Forthuber has more than 39 years of industry experience in oil and gas operations. He has held positions of increasing responsibility in engineering and project management since joining Occidental with the acquisition of Altura Energy in 2000. Most recently, he served as Vice President, Worldwide Operations for Occidental Oil and Gas Corporation. Prior to joining Occidental, Mr. Forthuber served in engineering roles for Altura Energy and Exxon. Since June 2023, Mr. Forthuber has served on the Board of Directors of Net Power, Inc., an NYSE listed company focused on renewable energy. In addition, Mr. Forthuber currently serves as the Vice Chairman for the Midstream Committee of the American Petroleum Institute.

Kenneth F. Owen Houston, Texas Director since: September 2020 Independent			Biography/Qualifications Mr. Owen has served as a member of our Board, Chairperson of the Audit Committee, and a member of the Special Committee since September 2020. Mr. Owen also serves as Chairman, Chief Executive Officer and President of South Coast Terminals, one of the largest independent manufacturers of specialty chemicals and lubricant additives in the United States. Mr. Owen previously served as Co-founder, President and Chief Executive Officer of Moda Midstream from 2015 to 2018. Prior to Moda, Mr. Owen was at Oiltanking Partners, where he served as President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. (NYSE: OILT) and Oiltanking North America (OTNA). Mr. Owen originally joined OTNA in 2011 as Vice President and Chief Financial Officer and led the IPO of Oiltanking Partners. Before he joined Oiltanking, Mr. Owen worked in the energy investment banking groups at Citigroup Global Markets Inc. and UBS Investment Bank, where he advised on mergers and acquisitions, joint ventures, IPOs, and equity and debt transactions primarily for the midstream energy sector.

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David J. Schulte Kansas City, Missouri Director since: September 2020 Independent			Biography/Qualifications Mr. Schulte has served as a member of our Board, Chairperson of the Special Committee, and a member of the Audit Committee since September 2020. From September 2010 to June 2024, Mr. Schulte served on the board of, and as Chief Executive Officer of, CorEnergy Infrastructure Trust, Inc., the first publicly traded energy infrastructure real estate investment trust. In February 2024, CorEnergy filed a Chapter 11 bankruptcy case in the Western District of Missouri. Mr. Schulte was also a co-founder and a Managing Director of Tortoise Capital Advisors where, from 2002 to 2015, he served on the investment committee and as a leader of new fund development, and as President of several NYSE listed closed-end funds. With assets under management of $16 billion when he left to lead CorEnergy, Tortoise had been a pioneer in developing funds focused on listed energy infrastructure debt and equity securities, including the first closed-end master limited partnership fund in 2004. Prior to co-founding Tortoise, Mr. Schulte had professional experience in private equity, including energy distribution companies, investment banking, and securities law. Mr. Schulte also served on the board of directors and audit committee for Elecsys Corporation from 1995 to 1999, and on the board of directors and audit committee for Inergy, L.P. from 2001 to 2005. In addition, he serves on the board of Neighborhood Legal Support of Kansas City, a non-profit law firm working to remedy urban blight. Mr. Schulte is an attorney and Certified Public Accountant (both non-practicing), as well as a Chartered Financial Analyst.

Lisa A. Stewart Houston, Texas Director since: September 2020 Independent			Biography/Qualifications Ms. Stewart has served as a member of our Board, and as a member of the Audit Committee and Special Committee, since September 2020, and as Chairperson of the Compensation Committee since February 2022. Ms. Stewart serves as Executive Chairman of Sheridan Production Partners, a position she has held since April 2020. From the founding of Sheridan in 2006, she served as Chairman, Chief Executive Officer and Chief Investment Officer overseeing all aspects of Sheridan acquisitions and the implementation of Sheridan’s strategy. In September 2019, eight Sheridan entities for which Ms. Stewart served as an executive officer filed a Chapter 11 bankruptcy case in the Southern District of Texas. Ms. Stewart has more than 43 years of experience in the oil and gas industry in engineering and management positions. Prior to founding Sheridan, Ms. Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P and other non-regulated businesses. Prior to her time at El Paso, Ms. Stewart spent 20 years at Apache, leaving in January 2004 as Executive Vice President with responsibility for reservoir engineering, business development, land, environmental, health and safety, and corporate purchasing. From December 2019 to March 2024, Ms. Stewart served as an Independent Director of Jadestone Energy, an AIM-listed public energy company focused on Southeast Asia. Ms. Stewart is currently a director of Coterra Energy, an NYSE listed energy company focused in the Permian Basin, Anadarko Basin, and Marcellus Shale.

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Reimbursement of Expenses of Our General Partner and Its Related Parties

Our general partner does not receive any management fee or other compensation for its management of WES. On December 31, 2019, WES entered into an amended and restated Services Agreement, under which we reimbursed Occidental for administrative services it performed on our behalf through December 31, 2020, with the agreement renewing every six months thereafter for so long as not terminated by either party. 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. Read Part III, Item 13 of this Form 10-K for additional information regarding these agreements.

Board Committees

The Board has four standing committees: the Audit Committee, the Special Committee, the Sustainability Committee, and the Compensation Committee.

Audit Committee. The Audit Committee is composed of three independent directors, Messrs. Owen (Chairperson) and Schulte, and Ms. Stewart, each of whom understands fundamental financial statements and at least one of whom has past experience in accounting or related financial management experience. The Board has determined that each member of the Audit Committee is independent under the NYSE listing standards and the Exchange Act. In making the independence determination, the Board considered the requirements of the NYSE and our Code of Ethics and Business Conduct. The Audit Committee held four meetings during 2024.

Mr. Owen has been designated by the Board as the “Audit Committee financial expert” meeting the requirements promulgated by the SEC based upon his education and employment experience as more fully detailed in Mr. Owen’s biography set forth above.

The Audit Committee assists the Board in its oversight of the integrity of the consolidated financial statements, internal control over financial reporting, and compliance with legal and regulatory requirements, and the policies and controls of WES and WES Operating. The Audit Committee has the sole authority to, among other things, (i) retain and terminate our independent registered public accounting firm, (ii) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (iii) establish policies and procedures for the pre-approval of all audit, audit-related, non-audit, and tax services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm has been given unrestricted access to the Audit Committee and to our management, as necessary.

Special Committee. The Special Committee is composed of three independent directors, Messrs. Schulte (Chairperson) and Owen, and Ms. Stewart. The Special Committee reviews specific matters that the Board believes may involve conflicts of interest (including certain transactions with Occidental). The Special Committee will determine, as set forth in our partnership agreement, if the resolution of a conflict of interest submitted to it is fair and reasonable to us. The members of the Special Committee are not officers or employees of our general partner or directors, officers, or employees of its related parties, including Occidental. Our partnership agreement provides that any matters approved in good faith by the Special Committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our general partner of any duties it may owe us or our unitholders.

Sustainability Committee. The Sustainability Committee is composed of two non-independent directors, Ms. Clark (Chairperson) and Mr. Forthuber. The Sustainability Committee assists the Board in overseeing environmental, social, and governance matters, including those related to sustainability and climate change, that are relevant to the Partnership’s activities and performance, and devoting appropriate attention and effective response to stakeholder concerns regarding such matters.

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Compensation Committee. In February 2022, the Board 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 is composed of one independent director, Ms. Stewart (Chairperson), and three non-independent directors, Ms. Clark, Mr. Bennett and Mr. Brown, who recuses himself from discussions and decisions regarding his compensation. The Compensation Committee held four meetings during 2024.

Meeting of Non-Management Directors and Communications with Directors

At each quarterly meeting of our Board, our non-management directors meet in an executive session without management participation. Under our Corporate Governance Guidelines, these meetings are chaired on a rotating basis by the chairpersons of the Board’s Audit Committee and Special Committee.

The Board welcomes questions or comments about WES and its operations. Unitholders or interested parties may contact the Board, including any individual director, at BoardofDirectors@westernmidstream.com or at the following address: Name of the Director(s), c/o Secretary, Western Midstream Holdings, LLC, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380.

Director Attendance

The Board of Directors held 10 meetings in 2024. Each of the directors attended 100% of the aggregate number of regularly scheduled meetings of the Board and of the Board committees on which he or she served and which were held during the period that each director served.

Insider Trading Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Code of Ethics, Corporate Governance Guidelines, and Board Committee Charters

Our general partner has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”), which applies to our general partner’s Chief Executive Officer, Chief Financial Officer, principal accounting officer, and all other senior financial and accounting officers of our general partner. Our Code of Ethics is also applicable to all WES employees. If the general partner amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, we will disclose the information on our website. Our general partner has also adopted Corporate Governance Guidelines that outline the important policies and practices regarding our governance.

We make available free of charge, within the “Governance” section of our website at www.westernmidstream.com, and in print to any unitholder who so requests, our Code of Ethics, Corporate Governance Guidelines, Audit Committee charter, Special Committee charter, Sustainability Committee charter, and Compensation Committee charter. Requests for print copies may be directed to investors@westernmidstream.com or to: Investor Relations, Western Midstream Partners, LP, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380, or telephone (832) 636-1009. The information contained on, or connected to, our website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.

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Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a description of the material elements, objectives, and principles of WES’s 2024 executive compensation program for its named executive officers (“NEOs”), recent compensation decisions, and the factors the Compensation Committee and the Board considered in making those decisions.

2024 Named Executive Officers

Oscar K. Brown

President and

Chief Executive Officer

Kristen S. Shults

Senior Vice President and Chief Financial Officer

Robert W. Bourne

Senior Vice President and Chief Commercial Officer

Christopher B. Dial

Senior Vice President, General Counsel and Secretary

Daniel P. Holderman

Senior Vice President and Chief Operating Officer

In addition, Mr. Michael P. Ure, former President and Chief Executive Officer, and Mr. Alejandro O. Nebreda, former Senior Vice President, Business Services, were identified as named executive officers for 2024.

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 2024, 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;

•Reviewed our annual cash incentive program design and metrics to confirm their continuing alignment with the Partnership’s overall business strategy;

•Upon the appointment of Mr. Brown as President and Chief Executive Officer, reviewed and approved his compensation package;

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

•Reviewed the peer group used to benchmark compensation for our executive officers, and made changes, as applicable, to the peer group used to 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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2024 Business and Performance Highlights

2024 was a year of remarkable achievements for WES, as it continued to grow its core businesses and improve its operations. In particular, during the 2024 fiscal year WES:

•Achieved record annual natural-gas throughput of 5.1 Bcf/d attributable to WES.

•Achieved annual crude-oil and NGLs throughput of 530 MBbls/d attributable to WES.

•Gathered record annual produced-water throughput of 1,124 MBbls/d attributable to WES.

•Achieved year-over-year throughput growth across all products in the Delaware Basin of 14 percent, for both natural gas and crude oil and NGLs, and 11 percent for produced water.

•Divested multiple non-operated, non-core assets for $794.8 million, the proceeds of which were used to reduce long-term debt back towards pre-Meritage Midstream acquisition levels.

•Commenced operations of the 300 MMcf/d Mentone III processing train in the Delaware Basin and materially progressed construction of the 250 MMcf/d North Loving processing train that is expected to commence operations by the end of the first quarter 2025.

•Executed on our capital return framework by returning $1.246 billion to unitholders in 2024, which included a 52-percent increase in our distribution in May 2024, and achieved our year-end 2024 leverage ratio target of 3.0 times by the end of third quarter 2024.

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 Compensation Committee works 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 2024, 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, one member of which is an independent director, 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 at least 85% 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 2024 calendar year, the Compensation Committee retained Zayla Partners as its independent compensation consultant to provide advice on various executive compensation matters. Zayla Partners has served as the Compensation Committee’s consultant since 2023. In 2024, 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 benchmarking 2024 compensation. 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 careful review and in consultation with Zayla Partners, the Compensation Committee approved the Partnership’s peer group used to evaluate 2024 compensation decisions. The 2024 benchmarking peer group is listed below:


Antero Midstream Corporation						Magellan Midstream Partners, L.P. (4)
Cheniere Energy, Inc.						NiSource Inc.
Crestwood Equity Partners LP (1)						NuStar Energy, L.P. (5)
DT Midstream, Inc.						ONEOK, Inc.
Energy Transfer LP						Plains All American Pipeline, L.P.
EnLink Midstream, LLC (2)						Targa Resources Corp.
Equitrans Midstream Corporation (3)						Tellurian Inc. (6)
Genesis Energy, L.P.						The Williams Companies, Inc.

_________________________________________________________________________________________

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

(2)EnLink Midstream, LLC was acquired by ONEOK, Inc. as of January 31, 2025.

(3)Equitrans Midstream Corporation was acquired by EQT Corporation as of July 22, 2024.

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

(5)NuStar Energy, L.P. was acquired by Sunoco, LP as of May 3, 2024.

(6)Tellurian, Inc. was acquired by Woodside Energy Group Ltd as of October 9, 2024.

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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 $1.0 billion to $6.0 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. In establishing the general structure and levels of the officers’ compensation packages, the Compensation Committee reviewed 25th, 50th, and 75th percentile benchmark data; 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 and considering the recommendation of the Compensation Committee and other factors described below, determines, with input from Zayla Partners and the Compensation Committee, each element of compensation for the CEO. When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from the Compensation Committee and the CEO. Additionally, at the Board’s request, our executive officers and the Compensation Committee 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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2024 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. The performance metrics for our short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy. A majority of our executive officers’ total compensation opportunity is 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 executive officers’ targeted annual direct compensation is at-risk, including 87% for our CEO and 85% on average, for our other NEOs. Further, 83% of our current CEO’s targeted annual direct compensation, and on average 73% for our other NEOs, is tied directly to WES’s unit performance through their annual long-term incentive awards.

We note that Mr. Brown’s executive compensation for 2024 included a target bonus based on the date of his appointment as President and CEO relative to the end of the year and a time-based equity award, but did not include ROA Units or TUR Units, which was reflective of his appointment as President and CEO late in the calendar year. The Board expects Mr. Brown’s equity-based compensation for future years to include a combination of time- and performance-based equity awards.

Targeted Annual Direct Compensation

The charts above are based on the following compensation elements, as discussed under Analysis of 2024 Compensation Actions: base salaries approved in 2024; 2024 target bonus opportunities; and the target value of the 2024 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 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 2024 Compensation Actions

The following is a discussion of the specific actions taken by the Board in 2024 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 2023 ($)	Salary Approved in 2024 ($)	% Change
Mr. Brown (1)	—	950,000	—	%
Ms. Shults	500,000	515,000	3.0	%
Mr. Dial	500,000	515,000	3.0	%
Mr. Bourne	500,000	515,000	3.0	%
Mr. Holderman (2)	—	515,000	—	%
Mr. Ure (3)	900,000	930,000	3.3	%
Mr. Nebreda (4)	500,000	515,000	3.0	%

________________________________________________________________________________________

(1)Mr. Brown was not an NEO for the year 2023.

(2)Mr. Holderman was not an NEO for the year 2023.

(3)Mr. Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024, and departed the company on December 31, 2024.

(4)Mr. Nebreda departed from the general partner effective August 5, 2024.

The Board approved the salaries noted above after taking into account the peer benchmark data for the respective positions, and internal compensation alignment considerations for the non-CEO NEOs. The salary increases positioned each incumbent NEO’s base salary slightly above or below the median of the peer benchmark data, and are in line with our stated compensation philosophy of providing annual base compensation that approximates the median of our benchmark peer group.

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 2024 to the general structure of our equity-based long-term incentive program, which consists of a combination of time- and performance-based unit awards. This use of both time- and performance-based unit 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 83% of targeted annual direct compensation for our CEO and an average of 73% for our other NEOs.

Time-Based Units. These units, reflecting 50% of the overall 2024 annual long-term incentive awards for our non-CEO NEOs, 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.

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Return on Asset (“ROA”) Performance Units (“ROA Units”). The Board established ROA as a performance criterion for 25% of the 2024 annual long-term incentive awards made to our non-CEO NEOs. ROA is calculated each year during a three-year performance period as follows:

Adjusted
EBITDA

divided by

Average
Consolidated Total
Assets

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 (“TUR”) Performance Units (“TUR Units”). The Board established relative TUR as a performance criterion for 25% of the 2024 annual long-term incentive awards made to our non-CEO NEOs. 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 2024 TUR awards, Zayla Partners reviewed the industry peer group and recommended adding companies, as appropriate, to expand or replace those that were acquired during the previous year. The industry peer group for our 2024 TUR awards is listed below. Companies that were added to the peer group for the 2024 TUR awards are marked with an asterisk.


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

_________________________________________________________________________________________

(1)EnLink Midstream, LLC was acquired by ONEOK, Inc. on January 31, 2025.

(2)Equitrans Midstream Corporation was acquired by EQT Corporation in July 2024.

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For the 2024 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 2024 TUR awards. This approach grants the Compensation Committee the discretion to address unusual situations affecting our peer companies and ensures that the 2024 TUR awards remain aligned with the Partnership’s compensation philosophy and objectives.

Our payout scale for the 2024 TUR awards 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 2024 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 Percentile

≥ 25th Percentile

≥ 50th Percentile

≥ 75th Percentile

Payout Percentage of Target

50%

100%

200%

— — — —

_________________________________________________________________________________________

(1) For 2023 and 2024, 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 2024, respectively, and (ii) for 2023 and 2024, also includes any allocations to the applicable NEO of the S16 Discretionary Bonus Pool, each as discussed in the Compensation Discussion and Analysis.

(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 2024 ROA unit awards as of the grant date for Ms. Shults, Mr. Dial, Mr. Bourne, Mr. Holderman, Mr. Ure, and Mr. Nebreda were approximately $1.25 million, $1.25 million, $1.25 million, $1.25 million, $4.2 million, and $1.25 million, respectively. The maximum values, assuming a 200% payout, of the 2024 TUR unit awards as of the grant date for Ms. Shults, Mr. Dial, Mr. Bourne, Mr. Holderman, Mr. Ure, and Mr. Nebreda, $1.6 million, $1.6 million, $1.6 million, $1.6 million, $5.4 million, and $1.6 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 2024, see the Grants of Plan-Based Awards in 2024 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 2024 amounts are detailed in the table below:


Name	Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($)	Other ($) (i)	Total ($)
Oscar K. Brown (5)	9,500	—	9,500
Kristen S. Shults	177,081	10,036	187,117
Christopher B. Dial	188,952	—	188,952
Robert W. Bourne	240,324	—	240,324
Daniel P. Holderman (6)	136,272	—	136,272
Michael P. Ure (7)	390,245	1,318,992	1,709,237
Alejandro O. Nebreda (8)	120,427	1,723,231	1,843,658

_________________________________________________________________________________________

(i) The amount for Ms. Shults reflects spousal travel of $7,419 and financial planning and personal excess liability insurance of $2,617. The amount for Mr. Ure reflects the payout of $156,492 of his accrued but unused paid time off balance and $1,162,500 pro-rata target bonus pursuant to his Transition and Separation Agreement. The amount for Mr. Nebreda reflects $1,390,500 for severance benefits, $246,071 pro-rata target bonus for 2024 and $86,660 for the payout of his accrued but unused paid time off balance under the ESP. Additionally, amounts in this column do not include Mr. Ure’s cash separation benefits. Mr. Ure is required to comply with the restrictive covenants in his Transition and Separation Agreement on an ongoing basis in order to receive such cash separation benefits over a two-year period following the separation date.

(5) Mr. Brown was appointed President and CEO effective October 28, 2024. Prior to his appointment as CEO, Mr. Brown was a non-employee director of the general partner and received compensation under our director compensation program. The compensation he earned as a non-employee director for 2024 is excluded from these values and disclosed in the Director Compensation section below. Effective with his appointment to CEO, he no longer receives compensation as a non-employee director. Mr. Brown was not an NEO for the years ended December 31, 2023 and 2022.

(6) Mr. Holderman was not an NEO for the years ended December 31, 2023 and 2022.

(7) Mr. Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024. Pursuant to the terms of his Transition and Separation Agreement, he continued his employment with the Partnership in the role of advisor until December 31, 2024.

(8) Mr. Nebreda departed from the general partner effective August 5, 2024. He was not an NEO for the year ended December 31, 2022.

Grants of Plan-Based Awards in 2024

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 Midstream Partners, LP 2021 Long-Term Incentive Plan during 2024 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, 2026. 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. Mr. Brown’s award begins vesting on October 28, 2025, and all other NEO’s awards begin vesting on February 12, 2025. The awards include tandem distribution equivalent rights paid in cash on a current basis.

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Grants of Plan-Based Awards


								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 (#)
Oscar K. Brown (4)	—	—	300,000	—	—	—	—	—	—
Time-Based Units	10/28/2024	—	—	—	—	—	—	157,978	6,000,004
ROA Units	—	—	—	—	—	—	—	—	—
TUR Units	—	—	—	—	—	—	—	—	—
Kristen S. Shults	—	—	412,000	—	—	—	—	—	—
Time-Based Units	02/13/2024	—	—	—	—	—	—	44,819	1,250,002
ROA Units	02/13/2024	—	—	—	5,602	22,409	44,818	—	624,987
TUR Units	02/13/2024	—	—	—	11,877	22,409	44,818	—	810,085
Christopher B. Dial	—	—	412,000	—	—	—	—	—	—
Time-Based Units	02/13/2024	—	—	—	—	—	—	44,819	1,250,002
ROA Units	02/13/2024	—	—	—	5,602	22,409	44,818	—	624,987
TUR Units	02/13/2024	—	—	—	11,877	22,409	44,818	—	810,085
Robert W. Bourne	—	—	412,000	—	—	—	—	—	—
Time-Based Units	02/13/2024	—	—	—	—	—	—	44,819	1,250,002
ROA Units	02/13/2024	—	—	—	5,602	22,409	44,818	—	624,987
TUR Units	02/13/2024	—	—	—	11,877	22,409	44,818	—	810,085
Daniel P. Holderman	—	—	412,000	—	—	—	—	—	—
Time-Based Units	02/13/2024	—	—	—	—	—	—	44,819	1,250,002
ROA Units	02/13/2024	—	—	—	5,602	22,409	44,818	—	624,987
TUR Units	02/13/2024	—	—	—	11,877	22,409	44,818	—	810,085
Michael P. Ure		—	1,162,500	—	—	—	—	—	—
Time-Based Units	02/13/2024	—	—	—	—	—	—	150,592	4,200,011
ROA Units	02/13/2024	—	—	—	18,824	75,296	150,592	—	2,100,005
TUR Units	02/13/2024	—	—	—	39,907	75,296	150,592	—	2,721,950
Alejandro O. Nebreda	—	—	412,000	—	—	—	—	—	—
Time-Based Units	02/13/2024	—	—	—	—	—	—	44,819	1,250,002
ROA Units	02/13/2024	—	—	—	5,602	22,409	44,818	—	624,987
TUR Units	02/13/2024	—	—	—	11,877	22,409	44,818	—	810,085

_________________________________________________________________________________________

(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 53% 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 2024 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.

(4)The target bonus for Mr. Brown was set upon his appointment to President and Chief Executive Officer on October 28, 2024. Phantom units that Mr. Brown received as a non-employee director, prior to this appointment, are excluded from these values and are disclosed in the Director Compensation section below.

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Outstanding Equity Awards at Year-End 2024

The following table reflects outstanding equity awards for each NEO as of December 31, 2024. The market values shown are based on WES’s closing unit price of $38.43 on December 31, 2024.


	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
Oscar K. Brown
Time-Based Units	157,978	6,071,095	—	—
ROA Units	—	—	—	—
TUR Units	—	—	—	—
Kristen S. Shults
Time-Based Units	81,968	3,150,030	—	—
ROA Units	—	—	94,767	3,641,896
TUR Units	—	—	68,402	2,628,689
Christopher B. Dial
Time-Based Units	72,238	2,776,106	—	—
ROA Units	—	—	90,721	3,486,408
TUR Units	—	—	65,152	2,503,791
Robert W. Bourne
Time-Based Units	72,238	2,776,106	—	—
ROA Units	—	—	90,721	3,486,408
TUR Units	—	—	65,152	2,503,791
Daniel P. Holderman
Time-Based Units	73,512	2,825,066	—	—
ROA Units	—	—	74,532	2,864,265
TUR Units	—	—	52,145	2,003,932
Michael P. Ure
Time-Based Units	—	—	—	—
ROA Units	—	—	192,372	7,392,856
TUR Units	—	—	142,078	5,460,058
Alejandro O. Nebreda
Time-Based Units	—	—	—	—
ROA Units	—	—	23,664	909,408
TUR Units	—	—	16,263	624,987

_________________________________________________________________________________________

(1)The table below shows the vesting dates for the respective time-based units listed in the above Outstanding Equity Awards at Year-End 2024 Table:


Vesting Date	Mr. Brown	Ms. Shults	Mr. Dial	Mr. Bourne	Mr. Holderman
02/12/2025	—	41,270	31,540	31,540	32,814
10/28/2025	52,660	—	—	—	—
02/12/2026	—	25,759	25,759	25,759	25,759
10/28/2026	52,659	—	—	—	—
02/12/2027	—	14,939	14,939	14,939	14,939
10/28/2027	52,659	—	—	—	—

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(2)The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2024 Table. The number of outstanding ROA Units for each award is calculated based on WES’s return-on-assets performance as of December 31, 2024, 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, 2024, WES’s performance under the ROA awards was 186.7%, 190%, and 195% for the performance periods ending December 31, 2024, 2025, and 2026, respectively.


Performance Period	Mr. Brown	Ms. Shults	Mr. Dial	Mr. Bourne	Mr. Holderman	Mr. Ure	Mr. Nebreda
1/1/2022 to 12/31/2024 (i)	—	20,235	16,189	16,189	—	80,866	—
1/1/2023 to 12/31/2025	—	30,834	30,834	30,834	30,834	66,607	16,443
1/1/2024 to 12/31/2026	—	43,698	43,698	43,698	43,698	44,899	7,221

_______________________________________________________________

(i) Payment of these awards, earned for the performance period ending December 31, 2024, were made in February 2025 after the Board’s certification of the performance results. These awards are discussed further in the Compensation Discussion and Analysis.

(3)The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2024 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, 2024, 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, 2024, WES’s performance under the TUR awards was 150%, 128%, and 140% for the performance periods ending December 31, 2024, 2025, and 2026, respectively.


Performance Period	Mr. Brown	Ms. Shults	Mr. Dial	Mr. Bourne	Mr. Holderman	Mr. Ure	Mr. Nebreda
1/1/2022 to 12/31/2024 (i)	—	16,257	13,007	13,007	—	64,971	—
1/1/2023 to 12/31/2025 (ii)	—	20,772	20,772	20,772	20,772	44,872	11,078
1/1/2024 to 12/31/2026 (ii)	—	31,373	31,373	31,373	31,373	32,235	5,185

________________________________________________________________

(ii) The TUR Units outstanding for these awards 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 performance ranking. The treatment of Impacted Peers is discussed further in the Compensation Discussion and Analysis.

Option Exercises and Units Vested in 2024

The following table reflects information about the aggregate dollar value realized during 2024 by our NEOs for WES awards that vested in 2024.


	Unit Awards
Name	Number of Units Acquired on Vesting (#) (1)	Value Realized on Vesting ($) (2)
Oscar K. Brown (3)	—	—
Kristen S. Shults	29,454	839,439
Christopher B. Dial	112,048	3,140,585
Robert W. Bourne	95,201	2,669,762
Daniel P. Holderman	17,872	509,352
Michael P. Ure	563,007	16,828,875
Alejandro O. Nebreda	47,281	1,510,406

_________________________________________________________________________________________

(1)The number of units acquired on vesting includes the time-based units that vested in 2024 and the units that vested under the 2021 ROA Unit and TUR Unit awards with performance periods ending December 31, 2023, which were settled in 2024.

(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.

(3)Values for Mr. Brown exclude the vesting of units he received in his prior role as non-employee director.

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Pension Benefits for 2024

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 2024

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 2024		Partnership Contributions in 2024 (1)		Aggregate Earnings / Losses in 2024		Aggregate Withdrawal / Distributions in 2024		Aggregate Balance at End of 2024 (2)
Oscar K. Brown	$	—	$	—	$	—	$	—	$	—
Kristen S. Shults	—		131,081		12,536		—		268,592
Christopher B. Dial	—		142,952		27,217		—		424,698
Robert W. Bourne	—		194,324		25,553		—		594,090
Daniel P. Holderman	—		98,322		3,152		—		139,776
Michael P. Ure	—		344,245		47,614		—		1,157,816
Alejandro O. Nebreda	—		82,477		14,381		—		228,380

_________________________________________________________________________________________

(1)Reflects contributions earned for fiscal year 2024, although not credited to participant accounts until 2025. These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2024.

(2)The balance for each NEO includes Partnership contributions previously reported in the Summary Compensation Table for fiscal years prior to 2024 in the following aggregate amounts: Mr. Brown - $0; Ms. Shults - $120,545; Mr. Dial - $240,786; Mr. Bourne - $359,850; Mr. Holderman - $0; Mr. Ure - $762,601; and Mr. Nebreda - $74,237.

Potential Payments Upon Termination or Change of Control

The following discussion provides information regarding the compensation payable to our NEOs under each termination scenario described below, assuming that the applicable termination event occurred on December 31, 2024, and based on the plans and agreements in place on that date. For Messrs. Nebreda and Ure, the values reported reflect the actual payments they were entitled to upon their departure from the general partner in 2024.

Upon Mr. Nebreda’s departure from the general partner on August 5, 2024, he received the following benefits under the ESP: cash severance of $1,390,500 payable in lump sum; a prorated annual target bonus for 2024 in the amount of $246,071 paid at the same time as other executives; up to two years of continued health and welfare benefits at the employee rates, valued at $58,589; and he is eligible for the reimbursement of up to nine months of outplacement services. Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $2,204,678. This value includes the prorated time-based units that became vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2024. The performance units will be paid after the end of the performance period based on actual performance. Mr. Nebreda will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $228,380. Mr. Nebreda entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure. The Release Agreement also includes a release of claims, as well as confidentiality, cooperation, and non-solicitation covenants, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months.

In connection with Mr. Ure ceasing to be President and CEO of the general partner, he received the benefits described below pursuant to a Transition and Separation Agreement. Mr. Ure continued his employment with the Partnership in the role of advisor during the period beginning on October 28, 2024, and ending on December 31, 2024 (the “Separation Date”).

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As of the Separation Date, Mr. Ure ceased to perform services for the Partnership and became entitled to receive certain payments and benefits (collectively “Separation Benefits”), subject to his continued compliance with the terms of the Transition and Separation Agreement. The Separation Benefits include the following: (a) an amount of cash equal to $4,185,000; payable over a 24-month period; (b) the target bonus under the Annual Incentive Plan in respect of year 2024 in the amount of $1,162,500; and (c) two years of continued health and welfare benefits at the applicable employee rates, valued at $60,402. Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $16,724,967. This value includes the prorated time-based units that became vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2024. The performance units will be paid after the end of the performance period based on actual performance. Mr. Ure will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $1,157,816. The Transition and Separation Agreement includes a release of claims, confidentiality, cooperation, non-solicitation, non-disparagement, and non-competition covenants and other provisions customary for an agreement of this type. The cooperation, non-solicitation, non-disparagement, and non-competition covenants feature restricted periods that expire on the 24-month anniversary of the Separation Date.

The following tables reflect potential payments to our NEOs under the ESP, CIC Plan, 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, 2024 and, where applicable, using the closing price of our common unit of $38.43 (as reported on the NYSE as of December 31, 2024). 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 2024 Table.

Involuntary For Cause. “Cause” for purposes of the ESP is generally defined as: (i) commission of a felony or of a misdemeanor involving fraud, theft or moral turpitude, (ii) habitual neglect of or 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, (viii) engaging in conduct that materially discredits, is detrimental to, or is otherwise materially harmful to the Partnership, or (ix) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct. Certain notice and cure conditions, as set forth in the ESP, apply in order to make a termination for “Cause” effective. “Cause” for purposes of the 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. Brown

Ms. Shults

Mr. Dial

Mr. Bourne

Mr. Holderman

Cash Severance

—

Total

—

Involuntary Not For Cause Termination or Good Reason Termination under the ESP. As of December 31, 2024, 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. Certain notice and cure conditions, as defined in the ESP, apply in order for a termination for Good Reason to be effective.

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	Mr. Brown		Ms. Shults		Mr. Dial		Mr. Bourne		Mr. Holderman
Cash Severance (1)	$	2,500,000	$	1,390,500	$	1,390,500	$	1,390,500	$	1,390,500
Pro-Rata Annual Cash Bonus (2)	300,000		412,000		412,000		412,000		412,000
Pro-Rata Vesting of WES Equity Awards (3)	354,824		5,087,133		4,476,826		4,476,826		3,403,322
Continuation of Welfare Benefits (4)	43,915		42,015		42,015		45,045		42,015
Total	$	3,198,739	$	6,931,648	$	6,321,341	$	6,324,371	$	5,247,837

_________________________________________________________________________________________

(1)Reflects amounts payable in lump sum pursuant to the terms of the ESP. Mr. Brown’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 Holderman 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, 2024. Concurrently with Mr. Brown’s appointment as President and CEO effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special target bonus of $300,000 for 2024 under the WES Cash Bonus Program.

(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, 2024. 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 2022 annual performance unit awards with performance periods that ended December 31, 2024, but that were not settled until February 2025.

(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. Brown		Ms. Shults		Mr. Dial		Mr. Bourne		Mr. Holderman
Cash Severance (1)	$	3,737,500	$	1,854,000	$	1,854,000	$	1,854,000	$	1,854,000
Pro-Rata Annual Cash Bonus (2)	480,000		659,200		659,200		659,200		659,200
Accelerated Vesting of WES Equity Awards (3)	6,071,095		9,420,615		8,766,305		8,766,305		7,693,263
Continuation of Welfare Benefits (4)	43,915		42,015		42,015		45,045		42,015
Total	$	10,332,510	$	11,975,830	$	11,321,520	$	11,324,550	$	10,248,478

_________________________________________________________________________________________

(1)Reflects amounts payable in lump sum under the CIC Plan. Mr. Brown’s value is calculated as 2.99 times his base salary plus target bonus. The values for Ms. Shults, and Messrs. Dial, Bourne, and Holderman 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 2024 under the WCB Program, as discussed in the Compensation Discussion and Analysis and exclude any amounts awarded under the S16 Discretionary Bonus Pool.

(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, 2024. In the event of a change of control, the performance would be calculated based on the change of control date. Amounts include

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the value of the 2022 annual performance unit awards with performance periods that ended December 31, 2024, but were not settled until February 2025.

Death or Termination due to Disability


	Mr. Brown		Ms. Shults		Mr. Dial		Mr. Bourne		Mr. Holderman
Accelerated Vesting of WES Equity Awards (1)	$	6,071,095	$	9,420,615	$	8,766,305	$	8,766,305	$	7,693,263
Total	$	6,071,095	$	9,420,615	$	8,766,305	$	8,766,305	$	7,693,263

______________________________________________________________________________________

(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, 2024. 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 2022 annual performance unit awards with performance periods that ended December 31, 2024, but were not settled until February 2025.

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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 Oscar K. Brown, our President and CEO.

For the 2024 calendar year, the annual total compensation of Mr. Brown, as reported in the Summary Compensation Table for this Item 11, was $6,635,658. The annual total compensation for our median employee, calculated using the same methodology used for our NEOs in the Summary Compensation Table was $161,174. Based on this information, for 2024, Mr. Brown’s total annual compensation was 41 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, 2024, our employee population consisted of 1,511 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 the same employee identified for our prior pay ratio disclosure for the year ended December 31, 2023, because there were no changes during the year ended December 31, 2024, with respect to our employee population, employee compensation arrangements, or to the previously-identified median employee’s circumstances that we reasonably believe would result in a significant change to our pay ratio disclosure. We identified the median employee for 2024 by using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2024. 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 2024.

•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.

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, 2024, 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.

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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 2024, 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 2024 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 2024 calendar year. Following such review, no changes to director compensation were recommended for 2024.

Accordingly, compensation for non-employee directors during 2024 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. Following its review of director compensation for 2025, the Board approved an increase in the value of the annual phantom unit grant to $160,000.

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. Each non-employee director is currently in compliance with these ownership guidelines.

The following table sets forth information concerning total director compensation earned during 2024 by each non-employee director, including Mr. Brown’s director compensation earned prior to his appointment as President and CEO:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)	Total ($)
Oscar K. Brown (1)	110,332	145,000	255,332
Kenneth F. Owen	134,000	145,000	279,000
David J. Schulte	134,000	145,000	279,000
Lisa A. Stewart	136,000	145,000	281,000

________________________________________________________________________________________

(1)Mr. Brown’s fees reflect those earned until his appointment as President and CEO effective October 28, 2024. Upon his appointment, he no longer receives compensation as a non-employee director.

(2)The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2024, 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 2024. As of December 31, 2024, Messrs. Brown, Owen, and Schulte and Ms. Stewart each had 5,199 outstanding phantom units. Mr. Brown also has outstanding time-based units he received upon his appointment to President and Chief Executive Officer as disclosed in the Outstanding Equity Awards at Year-End 2024 table.

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The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2024, including to Mr. Brown prior to his appointment as President and CEO:


Name	Grant Date	Phantom Units (#) (1)	Grant Date Fair Value of Stock Awards ($) (2)
Oscar K. Brown	February 13	5,199	145,000
Kenneth F. Owen	February 13	5,199	145,000
David J. Schulte	February 13	5,199	145,000
Lisa A. Stewart	February 13	5,199	145,000

_________________________________________________________________________________________

(1)The phantom units granted on February 13, 2024, vested in full on February 12, 2025. Directors received 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 2024 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 our 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. Mr. Oscar Brown, who was appointed as President and Chief Executive Officer in October 2024, also serves as a member of the Compensation Committee. Mr. Brown recuses himself from Compensation Committee discussion of, and decisions on, his compensation. 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 21, 2025:

•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)

165,681,578

43.4%

Peter J. Bennett

—

Oscar K. Brown

39,990

Christopher B. Dial (3)

169,389

Daniel P. Holderman

35,748

Nicole E. Clark

—

Frederick A. Forthuber

—

Kenneth F. Owen

37,929

David J. Schulte

36,229

Kristen S. Shults

88,129

Lisa A. Stewart

35,929

All directors and executive officers
as a group (11 persons)

520,058

_________________________________________________________________________________________

*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, and Anadarko USH1 Corporation owns 9,004,209 common units of WES.

(3)Common units are 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

31,423,596 (1)

8.26%

Common Units

Invesco Ltd.
1331 Spring Street NW, Suite 2500
Atlanta, GA 30309

22,809,161 (2)

5.99%

_________________________________________________________________________________________

(1)Based upon its Schedule 13G/A filed February 13, 2025, with the SEC with respect to Partnership securities held as of December 31, 2024, ALPS Advisors, Inc. (“ALPS”) has shared voting and dispositive power as to 31,423,596 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 31,193,433 of the common units held by ALPS.

(2)Based upon its Form 13F-HR filed February 13, 2025, with the SEC with respect to Partnership securities held as of December 31, 2024, Invesco Ltd. has shared voting power as to common units and dispositive power as to 22,809,161 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, 2024. 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(1)	(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	3,366,234	— (2)	8,707,910
Equity compensation plans not approved by security holders	139,080	— (2)	—
Total	3,505,314	—	8,707,910

_________________________________________________________________________________________

(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 21, 2025, Occidental held (i) 165,681,578 of our common units, representing a 42.4% 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 three 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):


Statements of operations
	Year Ended December 31,
thousands	2024		2023		2022
Revenues and other
Service revenues – fee based	$	2,099,116	$	1,773,914	$	1,674,959
Service revenues – product based	56,688		16,497		56,907
Product sales	5,704		43,683		63,367
Total revenues and other	2,161,508		1,834,094		1,795,233
Equity income, net – related parties (1)	112,385		152,959		183,483
Operating expenses
Cost of product (2)	(67,414)		(72,903)		(25,447)
Operation and maintenance	10,580		4,618		5,081
General and administrative (3)	350		284		2,338
Total operating expenses	(56,484)		(68,001)		(18,028)
Gain (loss) on divestiture and other, net	—		—		(1,756)

_________________________________________________________________________________________

(1)See Note 7—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)The year ended December 31, 2022, includes equity-based compensation expense allocated to us 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 Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

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Balance sheets
	December 31,
thousands	2024		2023
Assets
Accounts receivable, net	$	401,315	$	358,141
Other current assets	6,671		1,260
Equity investments (1)	541,435		904,535
Other assets	41,641		43,216
Total assets	991,062		1,307,152
Liabilities
Accounts and imbalance payables	20,609		38,541
Accrued liabilities	4,717		4,979
Other liabilities (2)	504,415		335,320
Total liabilities	529,741		378,840

_________________________________________________________________________________________

(1)See Note 7—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.


Statements of cash flows
	Year Ended December 31,
thousands	2024		2023		2022
Distributions from equity-investment earnings – related parties	$	111,386	$	155,169	$	186,153
Capital expenditures	—		—		(470)

Contributions to equity investments - related parties	(9,690)		(1,153)		(9,632)
Distributions from equity investments in excess of cumulative earnings – related parties	30,850		39,104		63,897
Proceeds from the sale of assets to related parties	—		—		200
Distributions to Partnership unitholders (1)	(604,512)		(494,127)		(372,468)
Distributions to WES Operating unitholders (2)	(25,450)		(22,850)		(24,898)
Net contributions from (distributions to) related parties	—		—		1,423


Unit repurchases from Occidental (3)	—		(127,500)		(252,500)

_________________________________________________________________________________________

(1)Represents common and general partner unit distributions paid to Occidental pursuant to 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:


Statements of operations
	Year Ended December 31,
thousands	2024		2023		2022
General and administrative (1)	$	4,130	$	3,554	$	5,373

_________________________________________________________________________________________

(1)Includes an intercompany service fee between us and WES Operating. The year ended December 31, 2022, includes equity-based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).


Balance sheets
	December 31,
thousands	2024		2023



Other current assets	$	6,263	$	1,235
Other assets	38,421		41,405
Accounts and imbalance payables (1)	46,773		69,472
Accrued liabilities	4,717		4,662

_________________________________________________________________________________________

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


Statements of cash flows
	Year Ended December 31,
thousands	2024		2023		2022
Distributions to WES Operating unitholders (1)	$	(1,272,152)	$	(1,142,217)	$	(1,244,533)

_________________________________________________________________________________________

(1)Represents distributions paid to us and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. The years ended December 31, 2023 and 2022, include distributions made from WES Operating to us that were used 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, 2024, production owned or controlled by Occidental represented 34% of our throughput for natural-gas assets (excluding equity-investment throughput), 91% 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 October 2024, Kerr-McGee Oil and Gas Onshore LP (“KMOG”), a subsidiary of Occidental, and WES DJ Gathering LLC, our subsidiary, executed an amendment (the “Amendment”) to the Gas Gathering Agreement, dated July 1, 2010, as amended (the “DJ Basin Gas Gathering Agreement”) to add four additional well pads under the agreement. The Amendment also provides for (i) the potential extension of the DJ Gas Gathering Agreement following the primary term through an annual evergreen feature and (ii) a provision that has the effect of extending the primary term of the DJ Basin Gas Gathering Agreement by up to four additional years (through 2033), depending upon when KMOG meets the minimum volume commitments associated with the newly added well pads.

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

Related-party expenses. Operation and maintenance expense includes amounts accrued for or paid to related parties for field-related costs, field offices, and easements (see Related-party commercial agreement below) supporting our operations at certain assets. General and administrative expense includes amounts accrued for or paid to Occidental for certain reimbursed expenses pursuant to the provisions of 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 Services in the section above. Related-party expenses bear no direct relationship to related-party revenues, and third-party expenses bear no direct relationship to third-party revenues.

Services Agreement. Occidental performed certain centralized corporate functions for 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, 2024, 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	2024		2023		2024		2023
Audit fees	$	625	$	575	$	2,831	$	2,905
Audit-related fees	—		—		175		—
Total	$	625	$	575	$	3,006	$	2,905

Audit fees are primarily for the audit of our and WES Operating’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, consents, comfort letters, other audits, and the reviews of financial statements included in the Forms 10-Q. Audit-related fees for the year ended December 31, 2024, include fees associated with reasonable assurance services related to certain metrics included in our 2023 Sustainability Report.

Audit Committee Approval of Audit and Non-Audit Services

The Audit Committee of our general partner has adopted a Pre-Approval Policy with respect to services that may be performed by KPMG LLP. This policy lists specific audit-related services and any other services that KPMG LLP is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional Audit Committee authorization. The Audit Committee receives quarterly reports on the status of expenditures pursuant to that Pre-Approval Policy. The Audit Committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its Chairperson, to whom such authority has been conditionally delegated, prior to engagement. During 2024, no fees for services outside the scope of audit, review, or attestation that exceed the waiver provisions of 17 CFR 210.2-01(c)(7)(i)(C) were approved by the Audit Committee. During 2024, the Audit Committee reviewed and approved the use of KPMG LLP’s Accounting research and disclosure checklist applications for no additional fee.

The Audit Committee has approved the appointment of KPMG LLP as independent registered public accounting firm to conduct the audit of our and WES Operating’s consolidated financial statements for the year ended December 31, 2025.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) Financial Statements

Our consolidated financial statements are included under Part II, Item 8 of this Form 10-K. For a listing of these statements and accompanying footnotes, see the Index to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(a)(2) Financial Statement Schedules

Financial statement schedules have been omitted because they are not required, not applicable, or the information is included under Part II, Item 8 of this Form 10-K.

(a)(3) Exhibits

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Exhibit Index


Exhibit Number			Description
#	2.	1	Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753).
	3.	1	Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763).
	3.	2	Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	3	Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753).
	3.	4	Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763).
	3.	5	Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	6	Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	7	Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753).
	3.	8	Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
	3.	9	Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	10	Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
	3.	11	Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	12	Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	13	Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	4.	1	Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 21, 2024, File No. 001-35753).
	4.	2	Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046).

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Exhibit Number			Description
	4.	3	Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
	4.	4	Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
	4.	5	Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
	4.	6	Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
	4.	7	Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
	4.	8	Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
	4.	9	Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
	4.	10	Ninth Supplemental Indenture, dated as of March 2, 2018, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	11	Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	12	Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	13	Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
	4.	14	Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
	4.	15	Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
	4.	16	Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	17	Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	18	Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).

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Exhibit Number			Description
	4.	19	Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	20	Twelfth Supplemental Indenture, dated as of April 4, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
	4.	21	Form of 6.150% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
	4.	22	Thirteenth Supplemental Indenture, dated as of September 29, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046).
	4.	23	Form of 6.350% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046).
	4.	24	Fourteenth Supplemental Indenture, dated as of August 20, 2024, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No. 001-34046).
	4.	25	Form of 5.450% Senior Notes due 2034 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No. 001-34046).
	10.	1	Amended and Restated Services, Secondment and Employee Transfer Agreement, by and between Occidental Petroleum Corporation, Anadarko Petroleum Corporation and Western Midstream Operating GP, LLC, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753).
	10.	2	Tax Sharing Agreement by and among Anadarko Petroleum Corporation and Western Gas Partners, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.5 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046).
‡	10.	3	Form of Indemnification Agreement by and between Western Midstream Holdings, LLC, its Officers and Directors (incorporated by reference to Exhibit 10.16 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No. 001-34046).
	10.	4	Western Midstream Partners, LP 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No. 001-35753).
	10.	5	Western Midstream Partners, LP Executive Severance Plan (Amended and Restated as of November 1, 2022) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on November 2, 2022, File No. 001-35753).
	10.	6	Western Midstream Partners, LP Executive Change in Control Severance Plan (Amended and Restated as of November 1, 2022) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on November 2, 2022, File No. 001-35753).
‡	10.	7	Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on October 17, 2017, File No. 001-34046).
‡	10.	8	Form of Award Agreement under the Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to Western Gas Partners, LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed on December 13, 2017, File No. 333-151317).
‡	10.	9	Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on December 12, 2012, File No. 001-35753).

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Exhibit Number			Description
‡	10.	10	Form of Award Agreement for outside directors under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Western Gas Equity Partners, LP’s Registration Statement on Form S-8 filed on January 30, 2013, File No. 333-186306).
‡	10.	11	Western Midstream Partners, LP Incentive Compensation Program (incorporated by reference to Exhibit 10.19 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 22, 2023, File No. 001-35753).
‡	10.	12	Form of 2023 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 3, 2023, File No. 001-35753).
	10.	13	Form of 2024 Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 8, 2024, File No. 001-35753).
	10.	14	Form of 2024 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 8, 2024, File No. 001-35753).
	10.	15	Form of 2024 Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 8, 2024, File No. 001-35753).
*‡	10.	16	Transition and Separation Agreement and General Release entered into by and between Western Midstream Partners, LP and Michael P. Ure .
	10.	17	Fourth Amended and Restated Revolving Credit Agreement, dated as of April 6, 2023, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on April 10, 2023, File No. 001-35753).
	10.	18	First Amendment to Fourth Amended and Restated Revolving Credit Agreement, dated as of May 16, 2024, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on May 16, 2024, File No. 001-35753).
	10.	19	Form of Commercial Paper Dealer Agreement between WES Operating, as Issuer, and the Dealer party thereto, for the Commercial Paper Program (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on November 16, 2023, File No. 001-35753).
	10.	20	Tax Sharing Agreement by and between Western Gas Equity Partners, LP and Anadarko Petroleum Corporation, dated as of December 12, 2012 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Western Gas Equity Partners, LP on December 12, 2012, File No. 001-35753).
†	10.	21	Gas Gathering Agreement effective July 1, 2010 between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP, as amended by Amendment No. 1 dated August 4, 2011, Amendment No. 2 dated December 3, 2012, Amendment No. 3 dated November 19, 2013 and Amendment No. 4 dated June 2, 2014 (incorporated by reference to Exhibit 10.23 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 26, 2015, File No. 001-34046).
†	10.	22	Amendment to Gas Gathering Agreement effective August 1, 2017, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on July 26, 2017, File No. 001-34046).
†	10.	23	Amendment to Gas Gathering Agreement effective January 1, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.29 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No. 001-34046).
†	10.	24	Amendment to Gas Gathering Agreement, dated May 10, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on August 1, 2018, File No. 001-34046).
†	10.	25	Amendment to Gas Gathering Agreement effective January 1, 2020, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.42 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No. 001-34046).

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Exhibit Number			Description
†	10.	26	Gas Gathering Agreement between Anadarko E&P Onshore LLC and Delaware Basin Midstream, LLC, dated October 8, 2018 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on October 31, 2018, File No. 001-34046).
†	10.	27	Second Amendment to Gas Gathering Agreement by and between Delaware Basin Midstream LLC and Anadarko E&P Onshore LLC, effective as of the May 1, 2023 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 8, 2023, File No. 001-35753).
*†	10.	28	Amendment to Gas Gathering Agreement, dated effective September 30, 2024 , between WES DJ Gathering LLC and Kerr-McGee Oil & Gas Onshore LP .
*	19.	1
*	21.	1	List of Subsidiaries of Western Midstream Partners, LP.
*	23.	1	Consent of KPMG LLP - Western Midstream Partners, LP.
*	23.	2	Consent of KPMG LLP - Western Midstream Operating, LP.
	24.	1	Power of Attorney (included on the signatures page of this annual report on Form 10-K).
*	31.	1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*	31.	2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*	31.	3	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
*	31.	4	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
**	32.	1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
**	32.	2	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
‡	97.	1	Western Midstream Partners, LP Incentive Policy on Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97.1 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 21, 2024, File No. 001-35753).
*	101.	INS	XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
*	101.	SCH	Inline XBRL Schema Document
*	101.	CAL	Inline XBRL Calculation Linkbase Document
*	101.	DEF	Inline XBRL Definition Linkbase Document
*	101.	LAB	Inline XBRL Label Linkbase Document
*	101.	PRE	Inline XBRL Presentation Linkbase Document
*	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________________________________________________________


*			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 26, 2025
			/s/ Oscar K. Brown
			Oscar K. Brown President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)

February 26, 2025
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)


			WESTERN MIDSTREAM OPERATING, LP
February 26, 2025
			/s/ Oscar K. Brown
			Oscar K. Brown President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

February 26, 2025
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

Each person whose signature appears below constitutes and appoints Oscar K. Brown 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, as amended, this report has been signed below by the following officers in their capacities at Western Midstream Holdings, LLC, the general partner of Western Midstream Partners, LP, and Western Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP, and the following directors in their capacities at Western Midstream Holdings, LLC, the general partner of Western Midstream Partners, LP which is the sole member of Western Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP, on February 26, 2025.


Signature			Title (Position with Western Midstream Holdings, LLC and Western Midstream Operating GP, LLC, as applicable)

/s/ Peter J. Bennett			Chair
Peter J. Bennett

/s/ Oscar K. Brown			President, Chief Executive Officer and Director
Oscar K. Brown			(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/ 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: 2024 (Form 10-K)

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