株探米国株
英語
エドガーで原本を確認する
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023

Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to      
WESTERN MIDSTREAM PARTNERS, LP
WESTERN MIDSTREAM OPERATING, LP
(Exact name of registrant as specified in its charter)
Commission file number: State or other jurisdiction of incorporation or organization: I.R.S. Employer Identification No.:
Western Midstream Partners, LP 001-35753 Delaware 46-0967367
Western Midstream Operating, LP 001-34046 Delaware 26-1075808
Address of principal executive offices: Zip Code: Registrant’s telephone number, including area code:
Western Midstream Partners, LP 9950 Woodloch Forest Drive, Suite 2800 The Woodlands, Texas 77380 (346) 786-5000
Western Midstream Operating, LP 9950 Woodloch Forest Drive, Suite 2800 The Woodlands, Texas 77380 (346) 786-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of exchange
on which registered
Common units outstanding as of October 26, 2023:
Western Midstream Partners, LP Common units WES New York Stock Exchange 379,516,369
Western Midstream Operating, LP None None None None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Western Midstream Partners, LP Yes
þ
 No
¨
Western Midstream Operating, LP Yes
þ
No
¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Western Midstream Partners, LP Yes
þ
 No
¨
Western Midstream Operating, LP Yes
þ
No
¨



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

FILING FORMAT

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

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



TABLE OF CONTENTS
PAGE
PART I
Item 1.
Item 2.
Item 3.
Item 4.
Item 5.
PART II
Item 1.
Item 1A.
Item 2.
Item 6.
3

COMMONLY USED ABBREVIATIONS AND TERMS

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

Defined Term Definition
Anadarko Anadarko Petroleum Corporation and its subsidiaries, excluding our general partner, which became a wholly owned subsidiary of Occidental on August 8, 2019.
Barrel, Bbl, Bbls/d, MBbls/d 42 U.S. gallons measured at 60 degrees Fahrenheit, barrels per day, thousand barrels per day.
Board The board of directors of WES’s general partner.
Cactus II Cactus II Pipeline LLC, in which we held a 15% interest that we sold in November 2022.
Chipeta Chipeta Processing, LLC.
Condensate A natural-gas liquid with a low vapor pressure compared to drip condensate, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions.
DBM Delaware Basin Midstream, LLC.
DBM water systems DBM’s produced-water gathering and disposal systems in West Texas.
DJ Basin complex
The Platte Valley system, Wattenberg system, Lancaster plant, Latham plant, and Wattenberg processing plant.
EBITDA
Earnings before interest, taxes, depreciation, and amortization. For a definition of “Adjusted EBITDA,” see Reconciliation of Non-GAAP Financial Measures under Part I, Item 2 of this Form 10-Q.
Exchange Act The Securities Exchange Act of 1934, as amended.
FRP
Front Range Pipeline LLC, in which we own a 33.33% interest.
GAAP
Generally accepted accounting principles in the United States.
General partner
Western Midstream Holdings, LLC, the general partner of the Partnership.
Imbalance
Imbalances result from (i) differences between gas and NGLs volumes nominated by customers and gas and NGLs volumes received from those customers and (ii) differences between gas and NGLs volumes received from customers and gas and NGLs volumes delivered to those customers.
Marcellus Interest
The 33.75% interest in the Larry’s Creek, Seely, and Warrensville gas-gathering systems and related facilities located in northern Pennsylvania.
Mcf, MMcf, MMcf/d
Thousand cubic feet, million cubic feet, million cubic feet per day.
Meritage
Meritage Midstream Services II, LLC, which was acquired by the Partnership on October 13, 2023.
MGR
Mountain Gas Resources, LLC, includes the Red Desert complex and the Granger straddle plant.
Mi Vida
Mi Vida JV LLC, in which we own a 50% interest.
MLP
Master limited partnership.
Mont Belvieu JV
Enterprise EF78 LLC, in which we own a 25% interest.
Natural-gas liquid(s) or NGL(s)
The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature.
Occidental
Occidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner.
Panola
Panola Pipeline Company, LLC, in which we own a 15% interest.
Produced water
Byproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs.
Ranch Westex
Ranch Westex JV LLC, in which we owned a 50% interest through August 2022, and a 100% interest thereafter.
RCF
WES Operating’s $2.0 billion senior unsecured revolving credit facility.
Red Bluff Express
Red Bluff Express Pipeline, LLC, in which we own a 30% interest.
Related parties
Occidental, the Partnership’s equity interests (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q), and the Partnership and WES Operating for transactions that eliminate upon consolidation.
Rendezvous
Rendezvous Gas Services, LLC, in which we own a 22% interest.
Residue
The natural gas remaining after the unprocessed natural-gas stream has been processed or treated.
4

Defined Term Definition
Saddlehorn
Saddlehorn Pipeline Company, LLC, in which we own a 20% interest.
SEC
U.S. Securities and Exchange Commission.
Services Agreement
That certain amended and restated Services, Secondment, and Employee Transfer Agreement, dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP.
Springfield system
The Springfield gas-gathering system and Springfield oil-gathering system.
TEFR Interests
The interests in TEP, TEG, and FRP.
TEG
Texas Express Gathering LLC, in which we own a 20% interest.
TEP
Texas Express Pipeline LLC, in which we own a 20% interest.
WES Operating
Western Midstream Operating, LP, formerly known as Western Gas Partners, LP, and its subsidiaries.
WES Operating GP
Western Midstream Operating GP, LLC, the general partner of WES Operating.
West Texas complex
The DBM complex and DBJV and Haley systems.
WGRAH
WGR Asset Holding Company LLC.
White Cliffs
White Cliffs Pipeline, LLC, in which we own a 10% interest.
Whitethorn LLC
Whitethorn Pipeline Company LLC, in which we own a 20% interest.
Whitethorn
A crude-oil and condensate pipeline, and related storage facilities, owned by Whitethorn LLC.
$1.25 billion Purchase Program
The $1.25 billion buyback program ending December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

5
Table of Contents
PART I.  FINANCIAL INFORMATION (UNAUDITED)

Item 1.  Financial Statements

WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended 
September 30,		 Nine Months Ended 
September 30,
thousands except per-unit amounts 2023 2022 2023 2022
Revenues and other
Service revenues – fee based $ 695,547  $ 666,555  $ 2,004,920  $ 1,954,105 
Service revenues – product based 48,446  91,356  142,212  202,721 
Product sales 31,652  79,430  100,336  314,755 
Other 368  227  800  703 
Total revenues and other (1)
 776,013  837,568  2,248,268  2,472,284 
Equity income, net – related parties 35,494  41,317  116,839  139,388 
Operating expenses
Cost of product 27,590  106,833  123,795  328,237 
Operation and maintenance 204,434  190,514  562,104  487,643 
General and administrative 55,050  48,185  159,572  144,635 
Property and other taxes 14,583  19,390  39,961  60,494 
Depreciation and amortization 147,363  156,837  435,481  430,455 
Long-lived asset and other impairments (2)
 245  4  52,880  94 
Total operating expenses (3)
 449,265  521,763  1,373,793  1,451,558 
Gain (loss) on divestiture and other, net (1,480) (104) (3,668) (884)
Operating income (loss) 360,762  357,018  987,646  1,159,230 
Interest expense (82,754) (83,106) (250,606) (249,333)
Gain (loss) on early extinguishment of debt 8,565  —  15,378  91 
Other income (expense), net (1,270) 56  2,817  117 
Income (loss) before income taxes 285,303  273,968  755,235  910,105 
Income tax expense (benefit) 905  387  2,980  3,683 
Net income (loss) 284,398  273,581  752,255  906,422 
Net income (loss) attributable to noncontrolling interests 7,102  7,836  18,393  25,643 
Net income (loss) attributable to Western Midstream Partners, LP $ 277,296  $ 265,745  $ 733,862  $ 880,779 
Limited partners’ interest in net income (loss):
Net income (loss) attributable to Western Midstream Partners, LP $ 277,296  $ 265,745  $ 733,862  $ 880,779 
General partner interest in net (income) loss (6,453) (6,244) (16,960) (19,794)
Limited partners’ interest in net income (loss) (4)
 270,843  259,501  716,902  860,985 
Net income (loss) per common unit – basic (4)
 $ 0.71  $ 0.67  $ 1.87  $ 2.16 
Net income (loss) per common unit – diluted (4)
 $ 0.70  $ 0.66  $ 1.86  $ 2.15 
Weighted-average common units outstanding – basic (4)
 383,561  388,906  384,211  398,343 
Weighted-average common units outstanding – diluted (4)
 384,772  390,318  385,344  399,545 
_________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $463.6 million and $1.4 billion for the three and nine months ended September 30, 2023, respectively, and $476.5 million and $1.4 billion for the three and nine months ended September 30, 2022, respectively. See Note 6.
(2)See Note 8.
(3)Total operating expenses includes related-party amounts of $(35.8) million and $(53.0) million for the three and nine months ended September 30, 2023, respectively, and $(4.5) million and $(33.3) million for the three and nine months ended September 30, 2022, respectively, all primarily related to changes in imbalance positions. See Note 6.
(4)See Note 5.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of units September 30,
2023		 December 31,
2022
ASSETS
Current assets
Cash and cash equivalents $ 489,494  $ 286,656 
Accounts receivable, net 614,836  554,263 
Other current assets 31,476  59,506 
Total current assets 1,135,806  900,425 
Property, plant, and equipment
Cost 13,809,080  13,365,593 
Less accumulated depreciation 5,144,678  4,823,993 
Net property, plant, and equipment 8,664,402  8,541,600 
Goodwill 4,783  4,783 
Other intangible assets 689,324  713,075 
Equity investments 915,076  944,696 
Other assets (1)
 217,163  167,049 
Total assets (2)
 $ 11,626,554  $ 11,271,628 
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables $ 393,358  $ 360,562 
Short-term debt
 2,268  215,780 
Accrued ad valorem taxes 50,291  72,875 
Accrued liabilities 189,983  254,640 
Total current liabilities 635,900  903,857 
Long-term liabilities
Long-term debt
 7,260,051  6,569,582 
Deferred income taxes 15,378  14,424 
Asset retirement obligations 307,945  290,021 
Other liabilities 452,188  385,629 
Total long-term liabilities
 8,035,562  7,259,656 
Total liabilities (3)
 8,671,462  8,163,513 
Equity and partners’ capital
Common units (379,516,369 and 384,070,984 units issued and outstanding at September 30, 2023, and December 31, 2022, respectively)
 2,821,958  2,969,604 
General partner units (9,060,641 units issued and outstanding at September 30, 2023, and December 31, 2022)
1,678  2,105 
Total partners’ capital 2,823,636  2,971,709 
Noncontrolling interests 131,456  136,406 
Total equity and partners’ capital 2,955,092  3,108,115 
Total liabilities, equity, and partners’ capital $ 11,626,554  $ 11,271,628 
________________________________________________________________________________________
(1)Other assets includes $6.5 million of NGLs line-fill inventory as of September 30, 2023, and December 31, 2022. Other assets also includes $92.4 million and $60.4 million of materials and supplies inventory as of September 30, 2023, and December 31, 2022, respectively.
(2)Total assets includes related-party amounts of $1.3 billion as of September 30, 2023, and December 31, 2022, which includes related-party Accounts receivable, net of $340.9 million and $313.9 million as of September 30, 2023, and December 31, 2022, respectively. See Note 6.
(3)Total liabilities includes related-party amounts of $360.8 million and $312.3 million as of September 30, 2023, and December 31, 2022, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
Partners’ Capital
thousands Common
Units		 General Partner
Units		 Noncontrolling
Interests		 Total
Balance at December 31, 2022 $ 2,969,604  $ 2,105  $ 136,406  $ 3,108,115 
Net income (loss) 198,959  4,686  4,696  208,341 
Distributions to Chipeta noncontrolling interest owner —  —  (2,240) (2,240)
Distributions to noncontrolling interest owner of WES Operating —  —  (4,271) (4,271)
Distributions to Partnership unitholders (192,039) (4,530) —  (196,569)
Unit repurchases (1)
 (7,061) —  —  (7,061)
Equity-based compensation expense
 7,199  —  —  7,199 
Other (11,950) —  —  (11,950)
Balance at March 31, 2023 $ 2,964,712  $ 2,261  $ 134,591  $ 3,101,564 
Net income (loss) 247,100  5,821  6,595  259,516 
Distributions to Chipeta noncontrolling interest owner —  —  (1,230) (1,230)
Distributions to noncontrolling interest owner of WES Operating —  —  (6,860) (6,860)
Distributions to Partnership unitholders (329,227) (7,760) —  (336,987)
Unit repurchases (1)
 (41) —  —  (41)
Equity-based compensation expense
 7,665  —  —  7,665 
Other (1,464) —  —  (1,464)
Balance at June 30, 2023 $ 2,888,745  $ 322  $ 133,096  $ 3,022,163 
Net income (loss) 270,843  6,453  7,102  284,398 
Distributions to Chipeta noncontrolling interest owner —  —  (1,613) (1,613)
Distributions to noncontrolling interest owner of WES Operating —  —  (7,129) (7,129)
Distributions to Partnership unitholders (216,345) (5,097) —  (221,442)
Unit repurchases (1)
 (127,500) —  —  (127,500)
Equity-based compensation expense
 7,171  —  —  7,171 
Other (956) —  —  (956)
Balance at September 30, 2023 $ 2,821,958  $ 1,678  $ 131,456  $ 2,955,092 
_________________________________________________________________________________________
(1)See Note 5.

See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
Partners’ Capital
thousands Common
Units		 General Partner
Units		 Noncontrolling
Interests		 Total
Balance at December 31, 2021 $ 2,966,955  $ (8,882) $ 137,687  $ 3,095,760 
Net income (loss) 301,934  6,783  8,953  317,670 
Distributions to Chipeta noncontrolling interest owner —  —  (1,984) (1,984)
Distributions to noncontrolling interest owner of WES Operating —  —  (2,805) (2,805)
Distributions to Partnership unitholders (131,786) (2,963) —  (134,749)
Unit repurchases (1)
 (5,149) —  —  (5,149)
Contributions of equity-based compensation from Occidental
 1,949  —  —  1,949 
Equity-based compensation expense
 5,794  —  —  5,794 
Net contributions from (distributions to) related parties 409  —  —  409 
Other (6,088) —  —  (6,088)
Balance at March 31, 2022 $ 3,134,018  $ (5,062) $ 141,851  $ 3,270,807 
Net income (loss) 299,550  6,767  8,854  315,171 
Distributions to Chipeta noncontrolling interest owner —  —  (1,198) (1,198)
Distributions to noncontrolling interest owner of WES Operating —  —  (6,007) (6,007)
Distributions to Partnership unitholders (201,667) (4,530) —  (206,197)
Unit repurchases (1)
 (74,068) —  —  (74,068)
Contributions of equity-based compensation from Occidental
 241  —  —  241 
Equity-based compensation expense
 6,797  —  —  6,797 
Net contributions from (distributions to) related parties 375  —  —  375 
Other (918) —  —  (918)
Balance at June 30, 2022 $ 3,164,328  $ (2,825) $ 143,500  $ 3,305,003 
Net income (loss) 259,501  6,244  7,836  273,581 
Distributions to Chipeta noncontrolling interest owner —  —  (1,838) (1,838)
Distributions to noncontrolling interest owner of WES Operating —  —  (11,365) (11,365)
Distributions to Partnership unitholders (193,213) (4,531) —  (197,744)
Unit repurchases (1)
 (367,858) —  —  (367,858)
Contributions of equity-based compensation from Occidental
 81  —  —  81 
Equity-based compensation expense
 6,383  —  —  6,383 
Net contributions from (distributions to) related parties 377  —  —  377 
Other (934) —  —  (934)
Balance at September 30, 2022 $ 2,868,665  $ (1,112) $ 138,133  $ 3,005,686 
_________________________________________________________________________________________
(1)See Note 5.

See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
  Nine Months Ended 
September 30,
thousands 2023 2022
Cash flows from operating activities
Net income (loss) $ 752,255  $ 906,422 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 435,481  430,455 
Long-lived asset and other impairments
 52,880  94 
Non-cash equity-based compensation expense
 22,035  21,245 
Deferred income taxes 954  1,757 
Accretion and amortization of long-term obligations, net
 5,977  5,359 
Equity income, net – related parties (116,839) (139,388)
Distributions from equity-investment earnings – related parties
 115,897  139,710 
(Gain) loss on divestiture and other, net 3,668  884 
(Gain) loss on early extinguishment of debt (15,378) (91)
Other 371  299 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net (60,573) (212,955)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net (87,040) 65,069 
Change in other items, net 78,346  (6,653)
Net cash provided by operating activities 1,188,034  1,212,207 
Cash flows from investing activities
Capital expenditures (536,427) (341,505)
Acquisitions from third parties —  (41,018)
Contributions to equity investments – related parties (1,153) (8,899)
Distributions from equity investments in excess of cumulative earnings – related parties 31,715  41,058 
Proceeds from the sale of assets to third parties (60) 1,111 
(Increase) decrease in materials and supplies inventory and other (32,659) (6,999)
Net cash used in investing activities (538,584) (356,252)
Cash flows from financing activities
Borrowings, net of debt issuance costs 1,801,011  1,389,010 
Repayments of debt (1,317,928) (1,268,548)
Increase (decrease) in outstanding checks (241) 1,459 
Distributions to Partnership unitholders (1)
 (754,998) (538,690)
Distributions to Chipeta noncontrolling interest owner (5,083) (5,020)
Distributions to noncontrolling interest owner of WES Operating (18,260) (20,177)
Net contributions from (distributions to) related parties —  1,161 
Unit repurchases (1)
 (134,602) (447,075)
Other (16,511) (10,981)
Net cash provided by (used in) financing activities (446,612) (898,861)
Net increase (decrease) in cash and cash equivalents 202,838  (42,906)
Cash and cash equivalents at beginning of period 286,656  201,999 
Cash and cash equivalents at end of period $ 489,494  $ 159,093 
Supplemental disclosures
Interest paid, net of capitalized interest $ 278,283  $ 314,192 
Income taxes paid (reimbursements received) 1,271  905 
Accrued capital expenditures 112,150  71,955 
_________________________________________________________________________________________
(1)Includes related-party amounts. See Note 6.

See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
  Three Months Ended 
September 30,		 Nine Months Ended 
September 30,
thousands 2023 2022 2023 2022
Revenues and other
Service revenues – fee based $ 695,547  $ 666,555  $ 2,004,920  $ 1,954,105 
Service revenues – product based 48,446  91,356  142,212  202,721 
Product sales 31,652  79,430  100,336  314,755 
Other 368  227  800  703 
Total revenues and other (1)
 776,013  837,568  2,248,268  2,472,284 
Equity income, net – related parties 35,494  41,317  116,839  139,388 
Operating expenses
Cost of product 27,590  106,833  123,795  328,237 
Operation and maintenance 204,434  190,514  562,104  487,643 
General and administrative 54,541  47,783  157,645  142,871 
Property and other taxes 14,583  19,390  39,961  60,494 
Depreciation and amortization 147,363  156,837  435,481  430,455 
Long-lived asset and other impairments (2)
 245  4  52,880  94 
Total operating expenses (3)
 448,756  521,361  1,371,866  1,449,794 
Gain (loss) on divestiture and other, net (1,480) (104) (3,668) (884)
Operating income (loss) 361,271  357,420  989,573  1,160,994 
Interest expense (82,754) (83,106) (250,606) (249,333)
Gain (loss) on early extinguishment of debt 8,565  —  15,378  91 
Other income (expense), net (1,330) 45  2,603  99 
Income (loss) before income taxes 285,752  274,359  756,948  911,851 
Income tax expense (benefit) 905  387  2,980  3,683 
Net income (loss) 284,847  273,972  753,968  908,168 
Net income (loss) attributable to noncontrolling interest 1,432  2,404  3,377  7,627 
Net income (loss) attributable to Western Midstream Operating, LP $ 283,415  $ 271,568  $ 750,591  $ 900,541 
________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $463.6 million and $1.4 billion for the three and nine months ended September 30, 2023, respectively, and $476.5 million and $1.4 billion for the three and nine months ended September 30, 2022, respectively. See Note 6.
(2)See Note 8.
(3)Total operating expenses includes related-party amounts of $(35.1) million and $(50.5) million for the three and nine months ended September 30, 2023, respectively, and $(3.7) million and $(30.9) million for the three and nine months ended September 30, 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
(UNAUDITED)
thousands except number of units September 30,
2023		 December 31,
2022
ASSETS
Current assets
Cash and cash equivalents $ 484,453  $ 286,101 
Accounts receivable, net 614,816  554,263 
Other current assets 30,808  57,291 
Total current assets 1,130,077  897,655 
Property, plant, and equipment
Cost 13,809,080  13,365,593 
Less accumulated depreciation 5,144,678  4,823,993 
Net property, plant, and equipment 8,664,402  8,541,600 
Goodwill 4,783  4,783 
Other intangible assets 689,324  713,075 
Equity investments 915,076  944,696 
Other assets (1)
 215,476  166,450 
Total assets (2)
 $ 11,619,138  $ 11,268,259 
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables $ 409,156  $ 404,468 
Short-term debt
 2,268  215,780 
Accrued ad valorem taxes 50,291  72,875 
Accrued liabilities 145,729  197,289 
Total current liabilities 607,444  890,412 
Long-term liabilities
Long-term debt
 7,260,051  6,569,582 
Deferred income taxes 15,378  14,424 
Asset retirement obligations 307,945  290,021 
Other liabilities 450,497  383,713 
Total long-term liabilities
 8,033,871  7,257,740 
Total liabilities (3)
 8,641,315  8,148,152 
Equity and partners’ capital
Common units (318,675,578 units issued and outstanding at September 30, 2023, and December 31, 2022)
 2,951,434  3,092,012 
Total partners’ capital 2,951,434  3,092,012 
Noncontrolling interest 26,389  28,095 
Total equity and partners’ capital 2,977,823  3,120,107 
Total liabilities, equity, and partners’ capital $ 11,619,138  $ 11,268,259 
_________________________________________________________________________________________
(1)Other assets includes $6.5 million of NGLs line-fill inventory as of September 30, 2023, and December 31, 2022. Other assets also includes $92.4 million and $60.4 million of materials and supplies inventory as of September 30, 2023, and December 31, 2022, respectively.
(2)Total assets includes related-party amounts of $1.3 billion as of September 30, 2023, and December 31, 2022, which includes related-party Accounts receivable, net of $340.9 million and $313.9 million as of September 30, 2023, and December 31, 2022, respectively. See Note 6.
(3)Total liabilities includes related-party amounts of $376.4 million and $356.0 million as of September 30, 2023, and December 31, 2022, respectively. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
thousands Common
Units		 Noncontrolling
Interest		 Total
Balance at December 31, 2022 $ 3,092,012  $ 28,095  $ 3,120,107 
Net income (loss) 208,013  535  208,548 
Distributions to Chipeta noncontrolling interest owner —  (2,240) (2,240)
Distributions to WES Operating unitholders (213,513) —  (213,513)
Contributions of equity-based compensation from WES
 7,058  —  7,058 
Balance at March 31, 2023 $ 3,093,570  $ 26,390  $ 3,119,960 
Net income (loss) 259,163  1,410  260,573 
Distributions to Chipeta noncontrolling interest owner —  (1,230) (1,230)
Distributions to WES Operating unitholders (342,895) —  (342,895)
Contributions of equity-based compensation from WES
 7,519  —  7,519 
Balance at June 30, 2023 $ 3,017,357  $ 26,570  $ 3,043,927 
Net income (loss) 283,415  1,432  284,847 
Distributions to Chipeta noncontrolling interest owner —  (1,613) (1,613)
Distributions to WES Operating unitholders (356,362) —  (356,362)
Contributions of equity-based compensation from WES
 7,024  —  7,024 
Balance at September 30, 2023 $ 2,951,434  $ 26,389  $ 2,977,823 

See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
thousands Common
Units		 Noncontrolling
Interest		 Total
Balance at December 31, 2021 $ 3,063,289  $ 29,377  $ 3,092,666 
Net income (loss) 315,772  2,636  318,408 
Distributions to Chipeta noncontrolling interest owner —  (1,984) (1,984)
Distributions to WES Operating unitholders (140,217) —  (140,217)
Contributions of equity-based compensation from Occidental
 1,949  —  1,949 
Contributions of equity-based compensation from WES
 5,663  —  5,663 
Net contributions from (distributions to) related parties 409  —  409 
Balance at March 31, 2022 $ 3,246,865  $ 30,029  $ 3,276,894 
Net income (loss) 313,201  2,587  315,788 
Distributions to Chipeta noncontrolling interest owner —  (1,198) (1,198)
Distributions to WES Operating unitholders (300,248) —  (300,248)
Contributions of equity-based compensation from Occidental
 241  —  241 
Contributions of equity-based compensation from WES
 6,652  —  6,652 
Net contributions from (distributions to) related parties 375  —  375 
Balance at June 30, 2022 $ 3,267,086  $ 31,418  $ 3,298,504 
Net income (loss) 271,568  2,404  273,972 
Distributions to Chipeta noncontrolling interest owner —  (1,838) (1,838)
Distributions to WES Operating unitholders (568,107) —  (568,107)
Contributions of equity-based compensation from Occidental
 81  —  81 
Contributions of equity-based compensation from WES
 6,236  —  6,236 
Net contributions from (distributions to) related parties 377  —  377 
Balance at September 30, 2022 $ 2,977,241  $ 31,984  $ 3,009,225 
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
  Nine Months Ended 
September 30,
thousands 2023 2022
Cash flows from operating activities
Net income (loss) $ 753,968  $ 908,168 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 435,481  430,455 
Long-lived asset and other impairments
 52,880  94 
Non-cash equity-based compensation expense
 21,601  20,822 
Deferred income taxes 954  1,757 
Accretion and amortization of long-term obligations, net
 5,977  5,359 
Equity income, net – related parties (116,839) (139,388)
Distributions from equity-investment earnings – related parties
 115,897  139,710 
(Gain) loss on divestiture and other, net 3,668  884 
(Gain) loss on early extinguishment of debt (15,378) (91)
Other 371  299 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net (60,553) (212,955)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net (102,048) 55,981 
Change in other items, net 78,111  (6,666)
Net cash provided by operating activities 1,174,090  1,204,429 
Cash flows from investing activities
Capital expenditures (536,427) (341,505)
Acquisitions from third parties —  (41,018)
Contributions to equity investments – related parties (1,153) (8,899)
Distributions from equity investments in excess of cumulative earnings – related parties 31,715  41,058 
Proceeds from the sale of assets to third parties (60) 1,111 
(Increase) decrease in materials and supplies inventory and other (32,659) (6,999)
Net cash used in investing activities (538,584) (356,252)
Cash flows from financing activities
Borrowings, net of debt issuance costs 1,801,011  1,389,010 
Repayments of debt (1,317,928) (1,268,548)
Increase (decrease) in outstanding checks (244) 1,562 
Distributions to WES Operating unitholders (1)
 (912,770) (1,008,572)
Distributions to Chipeta noncontrolling interest owner (5,083) (5,020)
Net contributions from (distributions to) related parties —  1,161 
Other (2,140) (3,039)
Net cash provided by (used in) financing activities (437,154) (893,446)
Net increase (decrease) in cash and cash equivalents 198,352  (45,269)
Cash and cash equivalents at beginning of period 286,101  195,598 
Cash and cash equivalents at end of period $ 484,453  $ 150,329 
Supplemental disclosures
Interest paid, net of capitalized interest $ 278,283  $ 314,192 
Income taxes paid (reimbursements received) 1,271  905 
Accrued capital expenditures 112,150  71,955 
________________________________________________________________________________________
(1)Includes related-party amounts. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

General. Western Midstream Partners, LP is a Delaware master limited partnership formed in September 2012. Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream assets. Western Midstream Partners, LP owns, directly and indirectly, a 98.0% limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non-economic general partner interest in WES Operating.
For purposes of these consolidated financial statements, the “Partnership” refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding Western Midstream Holdings, LLC. Anadarko became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko on August 8, 2019. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and the Partnership and WES Operating for transactions that eliminate upon consolidation (see Note 6).
The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids (“NGLs”), and crude oil; and gathering and disposing of produced water. In its capacity as a natural-gas processor, the Partnership also buys and sells natural gas, NGLs, and condensate on behalf of itself and its customers under certain contracts. As of September 30, 2023, the Partnership’s assets and investments consisted of the following:
Wholly
Owned and
Operated		 Operated
Interests		 Non-Operated
Interests		 Equity
Interests
Gathering systems (1)
 17  2  3  1 
Treating facilities 37  3  —  — 
Natural-gas processing plants/trains
 25  3  —  3 
NGLs pipelines 2  —  —  5 
Natural-gas pipelines
 6  —  —  1 
Crude-oil pipelines
 3  1  —  3 
_________________________________________________________________________________________
(1)Includes the DBM water systems.

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments (see table below). All significant intercompany transactions have been eliminated.
The following table outlines the ownership interests and the accounting method of consolidation used in the consolidated financial statements for entities not wholly owned (see Note 7):
Percentage Interest
Full consolidation
Chipeta (1)
 75.00  %
Proportionate consolidation (2)
Springfield system 50.10  %
Marcellus Interest systems 33.75  %
Equity investments (3)
Mi Vida JV LLC (“Mi Vida”) 50.00  %
Front Range Pipeline LLC (“FRP”) 33.33  %
Red Bluff Express Pipeline, LLC (“Red Bluff Express”) 30.00  %
Enterprise EF78 LLC (“Mont Belvieu JV”) 25.00  %
Rendezvous Gas Services, LLC (“Rendezvous”) 22.00  %
Texas Express Pipeline LLC (“TEP”) 20.00  %
Texas Express Gathering LLC (“TEG”) 20.00  %
Whitethorn Pipeline Company LLC (“Whitethorn LLC”) 20.00  %
Saddlehorn Pipeline Company, LLC (“Saddlehorn”) 20.00  %
Panola Pipeline Company, LLC (“Panola”) 15.00  %
White Cliffs Pipeline, LLC (“White Cliffs”) 10.00  %
_________________________________________________________________________________________
(1)The 25% third-party interest in Chipeta Processing LLC (“Chipeta”) is reflected within noncontrolling interests in the consolidated financial statements. See Noncontrolling interests below.
(2)The Partnership proportionately consolidates its associated share of the assets, liabilities, revenues, and expenses attributable to these assets.
(3)Investments in non-controlled entities over which the Partnership exercises significant influence are accounted for under the equity method of accounting. “Equity-investment throughput” refers to the Partnership’s share of average throughput for these investments.

Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2022 Form 10-K, as filed with the SEC on February 22, 2023. Management believes that the disclosures made are adequate to make the information not misleading.
The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements. Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately. The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (iv) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (v) transactions between the Partnership and WES Operating that eliminate upon consolidation.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Presentation of the Partnership’s assets. The Partnership’s assets include assets owned and ownership interests accounted for by the Partnership under the equity method of accounting, through its 98.0% partnership interest in WES Operating, as of September 30, 2023 (see Note 7). The Partnership also owns and controls the entire non-economic general partner interest in WES Operating GP, and the Partnership’s general partner is owned by Occidental.

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

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

Segments. The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather and dispose of produced water in the United States.

Equity-based compensation. During the nine months ended September 30, 2023, the Partnership issued 832,707 common units under its long-term incentive plans. Compensation expense was $7.2 million and $22.0 million for the three and nine months ended September 30, 2023, respectively, and $6.4 million and $19.0 million for the three and nine months ended September 30, 2022, respectively.

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

The following table summarizes revenue from contracts with customers:
  Three Months Ended 
September 30,		 Nine Months Ended 
September 30,
thousands 2023 2022 2023 2022
Revenue from customers
Service revenues – fee based $ 695,547  $ 666,555  $ 2,004,920  $ 1,954,105 
Service revenues – product based 48,446  91,356  142,212  202,721 
Product sales 31,652  79,430  100,336  314,755 
Total revenue from customers 775,645  837,341 2,247,468  2,471,581
Revenue from other than customers
Other 368  227  800  703 
Total revenues and other $ 776,013  $ 837,568  $ 2,248,268  $ 2,472,284 

Contract balances. Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $610.1 million and $545.0 million as of September 30, 2023, and December 31, 2022, respectively.
Contract assets primarily relate to (i) revenue accrued but not yet billed under cost-of-service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed. The following table summarizes activity related to contract assets from contracts with customers:
thousands
Contract assets balance at December 31, 2022
 $ 22,561 
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period (1)
 (4,089)
Additional estimated revenues recognized (2)
 6,477 
Contract assets balance at September 30, 2023
 $ 24,949 
Contract assets at September 30, 2023
Other current assets $ 7,850 
Other assets 17,099 
Total contract assets from contracts with customers $ 24,949 
_________________________________________________________________________________________
(1)Includes $(1.4) million for the three months ended September 30, 2023.
(2)Includes $(0.9) million for the three months ended September 30, 2023.

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

Contract liabilities primarily relate to (i) fixed and variable fees under cost-of-service contracts that are received from customers for which revenue recognition is deferred, (ii) aid-in-construction payments received from customers that must be recognized over the expected period of customer benefit, and (iii) fees that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of customer benefit. The following table summarizes activity related to contract liabilities from contracts with customers:
thousands
Contract liabilities balance at December 31, 2022
 $ 369,285 
Cash received or receivable, excluding revenues recognized during the period (1)
 59,649 
Revenues recognized that were included in the contract liability balance at the beginning of the period (2)
 (16,859)
Contract liabilities balance at September 30, 2023
 $ 412,075 
Contract liabilities at September 30, 2023
Accrued liabilities $ 14,888 
Other liabilities 397,187 
Total contract liabilities from contracts with customers $ 412,075 
_________________________________________________________________________________________
(1)Includes $18.4 million for the three months ended September 30, 2023.
(2)Includes $(3.0) million for the three months ended September 30, 2023.

Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2023, are presented in the following table. The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Therefore, the following table represents only a portion of expected future revenues from existing contracts as most future revenues from customers are dependent on future variable customer volumes and, in some cases, variable commodity prices for those volumes.
thousands
Remainder of 2023 $ 275,996 
2024 1,147,263 
2025 1,098,627 
2026 993,997 
2027 904,146 
Thereafter 2,455,565 
Total $ 6,875,594 

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

Ranch Westex. In September 2022, the Partnership acquired the remaining 50% interest in Ranch Westex JV LLC (“Ranch Westex”) from a third party for $40.1 million. Subsequent to the acquisition, (i) the Partnership is the sole owner and operator of the asset, (ii) Ranch Westex is no longer accounted for under the equity method of accounting, and (iii) the Ranch Westex processing plant is included as part of the operations of the West Texas complex.

See also Note 12 for information related to the acquisition of Meritage Midstream Services II, LLC (“Meritage”) that closed on October 13, 2023.

4. PARTNERSHIP DISTRIBUTIONS

Partnership distributions. Under its partnership agreement, the Partnership distributes all of its available cash to unitholders of record on the applicable record date within 55 days following each quarter’s end. The amount of available cash (beyond proper reserves as defined in the partnership agreement) generally is all cash on hand at the end of the quarter, plus, at the discretion of the general partner, working capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by the general partner to provide for the proper conduct of the Partnership’s business, including (i) to fund future capital expenditures; (ii) to comply with applicable laws, debt instruments, or other agreements; or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement and are intended to be repaid or refinanced within 12 months. In all cases, working capital borrowings are used solely for working capital purposes or to fund unitholder distributions.
The Board of Directors of the general partner (the “Board”) declared the following cash distributions to the Partnership’s unitholders for the periods presented:
thousands except per-unit amounts
Quarters Ended
 Total Quarterly
Per-unit
Distribution		 Total Quarterly
Cash Distribution		 Distribution
Date		 Record
Date
2022
March 31 $ 0.500  $ 206,197  May 13, 2022 May 2, 2022
June 30 0.500  197,744  August 12, 2022 August 1, 2022
September 30 0.500  197,065  November 14, 2022 October 31, 2022
December 31 0.500  196,569  February 13, 2023 February 1, 2023
2023
March 31 (1)
 $ 0.856  $ 336,987  May 15, 2023 May 1, 2023
June 30 0.5625  221,442  August 14, 2023 July 31, 2023
September 30 0.5750  223,432  November 13, 2023 November 1, 2023
_________________________________________________________________________________________
(1)Includes the regular quarterly distribution of $0.500 per unit, or $196.8 million, as well as the Enhanced Distribution of $0.356 per unit discussed below.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. PARTNERSHIP DISTRIBUTIONS

To facilitate the distribution of available cash, during 2022 the Partnership adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free cash flow generated in the prior year after subtracting Free cash flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases. This Enhanced Distribution is subject to Board discretion, the establishment of cash reserves for the proper conduct of the Partnership’s business and is also contingent on the attainment of prior year-end net leverage thresholds (the ratio of total principal debt outstanding less total cash on hand as of the end of such period, as compared to trailing-twelve-months Adjusted EBITDA), after taking the Enhanced Distribution for such prior year into effect. Free cash flow and Adjusted EBITDA are defined under the caption Reconciliation of Non-GAAP Financial Measures within Part I, Item 2 of this Form 10-Q. In April 2023, the Board approved an Enhanced Distribution of $0.356 per unit, or $140.1 million, related to the Partnership’s 2022 performance, which was paid in conjunction with the regular first-quarter 2023 distribution on May 15, 2023.

WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGR Asset Holding Company LLC (“WGRAH”), a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating. See Note 5. WES Operating made and/or declared the following cash distributions to its limited partners for the periods presented:
thousands
Quarters Ended
 Total Quarterly
Cash Distribution		 Distribution
Date
2022
March 31 $ 213,513  May 2022
June 30 213,513  August 2022
September 30 213,513  November 2022
December 31 213,513  February 2023
2023
March 31 (1)
 $ 342,895  May 2023
June 30 226,260  August 2023
September 30 229,446  November 2023
_________________________________________________________________________________________
(1)Includes amounts related to the Enhanced Distribution discussed above.

In addition to the distributions above, during the nine months ended September 30, 2023 and 2022, WES Operating made distributions of $130.1 million and $441.3 million, respectively, to the Partnership and WGRAH. The Partnership used its portion of the distributions to repurchase common units. See Note 5.

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

Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of September 30, 2023, Occidental held 185,181,578 common units, representing a 47.7% limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.3% general partner interest in the Partnership. The public held 194,334,791 common units, representing a 50.0% limited partner interest in the Partnership.

Partnership equity repurchases. In 2022, the Board authorized the Partnership to buy back up to $1.25 billion of the Partnership’s common units through December 31, 2024 (the “$1.25 billion Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the nine months ended September 30, 2023, the Partnership repurchased 5,387,322 common units, which includes 5,100,000 common units repurchased from Occidental, for an aggregate purchase price of $134.6 million. During the nine months ended September 30, 2022, the Partnership repurchased 17,982,357 common units, which includes 10,000,000 common units repurchased from Occidental, on the open market for an aggregate purchase price of $447.1 million. The units were canceled immediately upon receipt. As of September 30, 2023, the Partnership had an authorized amount of $627.8 million remaining under the program.

Holdings of WES Operating equity. As of September 30, 2023, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 2.0% limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1).

Partnership’s net income (loss) per common unit. The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted-average ownership percentage during each period using the two-class method.
The Partnership’s basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) by the weighted-average number of common units outstanding during the period. Diluted net income (loss) per common unit includes the effect of outstanding units issued under the Partnership’s long-term incentive plans.
The following table provides a reconciliation between basic and diluted net income (loss) per common unit:
  Three Months Ended 
September 30,		 Nine Months Ended 
September 30,
thousands except per-unit amounts 2023 2022 2023 2022
Net income (loss)
Limited partners’ interest in net income (loss) $ 270,843  $ 259,501  $ 716,902  $ 860,985 
Weighted-average common units outstanding
Basic 383,561  388,906  384,211  398,343 
Dilutive effect of non-vested phantom units 1,211  1,412  1,133  1,202 
Diluted 384,772  390,318  385,344  399,545 
Excluded due to anti-dilutive effect 143  108  123  597 
Net income (loss) per common unit
Basic $ 0.71  $ 0.67  $ 1.87  $ 2.16 
Diluted $ 0.70  $ 0.66  $ 1.86  $ 2.15 

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

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

Summary of related-party transactions. The following tables summarize material related-party transactions included in the Partnership’s consolidated financial statements:
Consolidated statements of operations
  Three Months Ended 
September 30,		 Nine Months Ended 
September 30,
thousands 2023 2022 2023 2022
Revenues and other
Service revenues – fee based $ 454,039  $ 431,944  $ 1,300,870  $ 1,275,474 
Service revenues – product based (234) 24,246  14,524  48,297 
Product sales 9,818  20,323  38,597  38,232 
Total revenues and other 463,623  476,513  1,353,991  1,362,003 
Equity income, net – related parties (1)
 35,494  41,317  116,839  139,388 
Operating expenses
Cost of product (2)
 (37,083) (7,771) (56,214) (39,462)
Operation and maintenance 843  3,231  2,493  3,874 
General and administrative (3)
 414  81  698  2,289 
Total operating expenses (35,826) (4,459) (53,023) (33,299)
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes related-party natural-gas and NGLs imbalances.
(3)Balances for the three and nine months ended September 30, 2022, include equity-based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital.

Consolidated balance sheets
thousands September 30,
2023		 December 31,
2022
Assets
Accounts receivable, net $ 340,927  $ 313,937 
Other current assets 461  1,578 
Equity investments (1)
 915,076  944,696 
Other assets 37,880  29,058 
Total assets 1,294,344  1,289,269 
Liabilities
Accounts and imbalance payables 34,307  32,150 
Accrued liabilities 2,974  11,756 
Other liabilities (2)
 323,562  268,399 
Total liabilities 360,843  312,305 
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes contract liabilities from contracts with customers. See Note 2.

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

Consolidated statements of cash flows
Nine Months Ended 
September 30,
thousands 2023 2022
Distributions from equity-investment earnings – related parties
 $ 115,897  $ 139,710 
Contributions to equity investments – related parties (1,153) (8,899)
Distributions from equity investments in excess of cumulative earnings – related parties 31,715  41,058 
Distributions to Partnership unitholders (1)
 (382,438) (272,797)
Distributions to WES Operating unitholders (2)
 (18,260) (20,177)
Net contributions from (distributions to) related parties —  1,161 
Unit repurchases from Occidental (3)
(127,500) (252,500)
_________________________________________________________________________________________
(1)Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership (see Note 4 and Note 5).
(2)Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement (see Note 4 and Note 5).
(3)Represents common units repurchased from Occidental (see Note 5).

The following tables summarize material related-party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements:
Consolidated statements of operations
  Three Months Ended 
September 30,		 Nine Months Ended 
September 30,
thousands 2023 2022 2023 2022
General and administrative (1)
 $ 1,137  $ 795  $ 3,271  $ 4,662 
_________________________________________________________________________________________
(1)Includes an intercompany service fee between the Partnership and WES Operating. Balances for the three and nine months ended September 30, 2022, include equity-based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital.

Consolidated balance sheets
thousands September 30,
2023		 December 31,
2022
Other current assets $ 408  $ 1,487 
Other assets 36,193  28,459 
Accounts and imbalance payables (1)
 50,204  76,131 
Accrued liabilities 2,657  11,439 
_________________________________________________________________________________________
(1)Includes balances related to transactions between the Partnership and WES Operating.

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

Consolidated statements of cash flows
Nine Months Ended 
September 30,
thousands 2023 2022
Distributions to WES Operating unitholders (1)
 $ (912,770) $ (1,008,572)
_________________________________________________________________________________________
(1)Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. Includes distributions made from WES Operating to the Partnership that were used by the Partnership to repurchase common units. See Note 4 and Note 5.    

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

Gathering and processing agreements. The Partnership has significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of its systems. While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market. Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 34% for both the three and nine months ended September 30, 2023, and 35% and 36% for the three and nine months ended September 30, 2022, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 87% for both the three and nine months ended September 30, 2023, and 88% for both the three and nine months ended September 30, 2022. Produced-water throughput attributable to production owned or controlled by Occidental was 77% and 78% for the three and nine months ended September 30, 2023, respectively, and 75% and 80% for the three and nine months ended September 30, 2022, respectively.
The Partnership is currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost-of-service rates under an oil-gathering contract related to the Partnership’s DJ Basin oil-gathering system. If such discussions are resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non-cash charge to earnings.
In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to the Partnership’s Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation (“Sanchez”), now Mesquite Energy, Inc. (“Mesquite”), that allowed Mesquite to process gas under such agreement. In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023. For this reason, Anadarko is not liable for any obligations under the Brasada gas processing agreement after June 30, 2023. For all periods presented, Mesquite performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko.
Further, in connection with the sale of its Uinta Basin assets in 2020, Kerr McGee Oil & Gas Onshore LP, a subsidiary of Occidental, retained the deficiency payment obligations under a gas processing agreement at the Chipeta plant. This contingent payment obligation ended as of September 30, 2022.

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

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

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

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

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

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

Customer concentration. Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented in the consolidated statements of operations.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. EQUITY INVESTMENTS

The following table presents the financial statement impact of the Partnership’s equity investments for the nine months ended September 30, 2023:

thousands Balance at December 31, 2022 Equity
income, net		 Contributions Distributions
Distributions
in excess of
cumulative
earnings (1)
 Balance at September 30, 2023
White Cliffs $ 16,095  $ 1,495  $ —  $ (1,120) $ (2,387) $ 14,083 
Rendezvous 16,114  (1,976) —  (469) (1,598) 12,071 
Mont Belvieu JV 91,310  16,549  —  (16,577) (3,103) 88,179 
TEG 15,856  3,183  700  (3,200) (976) 15,563 
TEP 184,687  28,579  —  (28,767) (9,239) 175,260 
FRP 192,716  34,785  —  (34,916) (4,447) 188,138 
Whitethorn LLC 146,595  (3,295) 132  3,579  (1,083) 145,928 
Saddlehorn 104,191  17,597  —  (17,253) (2,722) 101,813 
Panola 19,311  1,844  —  (1,974) (169) 19,012 
Mi Vida 48,862  7,212  —  (4,334) (4,357) 47,383 
Red Bluff Express 108,959  10,866  321  (10,866) (1,634) 107,646 
Total $ 944,696  $ 116,839  $ 1,153  $ (115,897) $ (31,715) $ 915,076 
_________________________________________________________________________________________
(1)Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual-investment basis.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. PROPERTY, PLANT, AND EQUIPMENT

A summary of the historical cost of property, plant, and equipment is as follows:
thousands Estimated Useful Life September 30,
2023		 December 31,
2022
Land N/A $ 11,383  $ 10,982 
Gathering systems – pipelines 30 years 5,447,406  5,519,592 
Gathering systems – compressors 15 years 2,369,219  2,266,410 
Processing complexes and treating facilities 25 years 3,452,289  3,419,201 
Transportation pipeline and equipment
3 to 48 years
 192,289  174,241 
Produced-water disposal systems
 20 years 1,063,184  932,627 
Assets under construction N/A 443,272  263,353 
Other
3 to 40 years
 830,038  779,187 
Total property, plant, and equipment 13,809,080  13,365,593 
Less accumulated depreciation 5,144,678  4,823,993 
Net property, plant, and equipment $ 8,664,402  $ 8,541,600 

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

Long-lived asset impairments. During the nine months ended September 30, 2023, the Partnership recognized a long-lived asset impairment of $52.1 million for assets located in the Rockies due to a reduction in estimated future cash flows resulting from a contract termination notice received in the first quarter of 2023. This asset was impaired to its estimated fair value of $22.8 million. The fair value was measured using the income approach and Level-3 fair value inputs. The income approach was based on the Partnership’s projected future earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and free cash flows, which requires significant assumptions including, among others, future throughput volumes based on current expectations of producer activity and operating costs.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. SELECTED COMPONENTS OF WORKING CAPITAL

A summary of accounts receivable, net is as follows:
The Partnership WES Operating
thousands September 30,
2023		 December 31,
2022		 September 30,
2023		 December 31,
2022
Trade receivables, net $ 614,493  $ 548,859  $ 614,493  $ 548,859 
Other receivables, net 343  5,404  323  5,404 
Total accounts receivable, net $ 614,836  $ 554,263  $ 614,816  $ 554,263 

A summary of other current assets is as follows:
The Partnership WES Operating
thousands September 30,
2023		 December 31,
2022		 September 30,
2023		 December 31,
2022
NGLs inventory $ 3,019  $ 3,797  $ 3,019  $ 3,797 
Imbalance receivables 3,659  32,658  3,659  32,658 
Prepaid insurance 2,453  13,262  1,840  11,139 
Contract assets 7,850  3,381  7,850  3,381 
Other 14,495  6,408  14,440  6,316 
Total other current assets $ 31,476  $ 59,506  $ 30,808  $ 57,291 

A summary of accrued liabilities is as follows:
The Partnership WES Operating
thousands September 30,
2023		 December 31,
2022		 September 30,
2023		 December 31,
2022
Accrued interest expense $ 78,154  $ 110,486  $ 78,154  $ 110,486 
Short-term asset retirement obligations
 3,453  10,493  3,453  10,493 
Short-term remediation and reclamation obligations
 6,061  5,383  6,061  5,383 
Income taxes payable 4,453  2,428  4,453  2,428 
Contract liabilities 14,888  20,903  14,888  20,903 
Accrued payroll and benefits 42,595  44,855  —  — 
Other 40,379  60,092  38,720  47,596 
Total accrued liabilities $ 189,983  $ 254,640  $ 145,729  $ 197,289 
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10. DEBT AND INTEREST EXPENSE

WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances. The following table presents the outstanding debt:
  September 30, 2023 December 31, 2022
thousands Principal Carrying
Value
Fair
Value (1)
 Principal Carrying
Value
Fair
Value (1)
Short-term debt
Floating-Rate Senior Notes due 2023
 $ —  $ —  $ —  $ 213,138  $ 213,121  $ 214,823 
Finance lease liabilities 2,268  2,268  2,268  2,659  2,659  2,659 
Total short-term debt
 $ 2,268  $ 2,268  $ 2,268  $ 215,797  $ 215,780  $ 217,482 
Long-term debt
3.100% Senior Notes due 2025
 $ 666,481  $ 664,844  $ 638,729  $ 730,706  $ 727,953  $ 692,491 
3.950% Senior Notes due 2025
 349,163  347,730  335,675  399,163  396,825  379,107 
4.650% Senior Notes due 2026
 467,204  465,566  448,890  474,242  472,161  452,201 
4.500% Senior Notes due 2028
 357,094  354,533  332,283  400,000  396,698  368,346 
4.750% Senior Notes due 2028
 382,888  380,644  358,230  400,000  397,340  368,141 
6.350% Senior Notes due 2029
 600,000  593,081  601,962  —  —  — 
4.050% Senior Notes due 2030
 1,104,593  1,097,358  964,553  1,200,000  1,191,345  1,053,038 
6.150% Senior Notes due 2033
 750,000  740,947  724,425  —  —  — 
5.450% Senior Notes due 2044
 600,000  593,992  484,524  600,000  593,878  503,742 
5.300% Senior Notes due 2048
 700,000  687,674  548,429  700,000  687,494  580,570 
5.500% Senior Notes due 2048
 350,000  342,880  278,674  350,000  342,783  291,194 
5.250% Senior Notes due 2050
 1,000,000  984,136  775,000  1,000,000  983,945  829,804 
RCF —  —  —  375,000  375,000  375,000 
Finance lease liabilities 6,666  6,666  6,666  4,160  4,160  4,160 
Total long-term debt
 $ 7,334,089  $ 7,260,051  $ 6,498,040  $ 6,633,271  $ 6,569,582  $ 5,897,794 
_________________________________________________________________________________________
(1)Fair value is measured using the market approach and Level-2 fair value inputs.

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

Debt activity. The following table presents the debt activity for the nine months ended September 30, 2023:
thousands Carrying Value
Balance at December 31, 2022 $ 6,785,362 
RCF borrowings 470,000 
Repayments of RCF borrowings (845,000)
Issuance of 6.350% Senior Notes due 2029
 600,000 
Issuance of 6.150% Senior Notes due 2033
 750,000 
Repayment of Floating-Rate Senior Notes due 2023 (213,138)
Repayment of 3.100% Senior Notes due 2025
 (64,225)
Repayment of 3.950% Senior Notes due 2025
 (50,000)
Repayment of 4.650% Senior Notes due 2026
 (7,038)
Repayment of 4.500% Senior Notes due 2028
 (42,906)
Repayment of 4.750% Senior Notes due 2028
 (17,112)
Repayment of 4.050% Senior Notes due 2030
 (95,407)
Finance lease liabilities 2,115 
Other (10,332)
Balance at September 30, 2023 $ 7,262,319 

WES Operating Senior Notes. WES Operating issued the Fixed-Rate 3.100% Senior Notes due 2025, 4.050% Senior Notes due 2030, 5.250% Senior Notes due 2050, and the Floating-Rate Senior Notes due 2023 in January 2020. Including the effects of the issuance prices, underwriting discounts, and interest-rate adjustments, the effective interest rates of the Senior Notes due 2025, 2030, and 2050, were 3.290%, 4.169%, and 5.363%, respectively, at September 30, 2023, and were 3.790%, 4.671%, and 5.869%, respectively, at September 30, 2022. The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.
During the third quarter of 2023, WES Operating completed the public offering of $600.0 million in aggregate principal amount of 6.350% Senior Notes due 2029. Interest is payable semi-annually on January 15th and July 15th of each year, with the initial interest payment being due on January 15, 2024. Net proceeds from the offering were used to fund a portion of the aggregate purchase price for the Meritage acquisition (see Note 12), to pay related costs and expenses, and for general partnership purposes.
During the second quarter of 2023, WES Operating completed the public offering of $750.0 million in aggregate principal amount of 6.150% Senior Notes due 2033. Interest is payable semi-annually on April 1st and October 1st of each year, with the initial interest payment being due on October 1, 2023. Net proceeds from the offering were used to repay borrowings under the RCF and for general partnership purposes.
During the nine months ended September 30, 2023, WES Operating purchased and retired $276.7 million of certain of its senior notes via open-market repurchases and redeemed the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value with cash on hand (see Debt activity above). For the three and nine months ended September 30, 2023, a gain of $8.6 million and $15.4 million, respectively, was recognized for the early retirement of portions of these notes.
During the second quarter of 2022, WES Operating (i) redeemed the total principal amount outstanding of the 4.000% Senior Notes due 2022 at par value and (ii) purchased and retired $1.4 million of the 3.100% Senior Notes due 2025 via open-market repurchases.
As of September 30, 2023, WES Operating was in compliance with all covenants under the relevant governing indentures.

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

Revolving credit facility. In April 2023, WES Operating (i) repaid all then-outstanding borrowings under its senior unsecured revolving credit facility (“RCF”) with proceeds from the 6.150% Senior Notes due 2033 offering, and (ii) entered into an amendment to its RCF to, among other things, extend the maturity date to April 2028 and provide for a maximum borrowing capacity up to $2.0 billion, expandable to a maximum of $2.5 billion, through the maturity date.
As of September 30, 2023, there were no outstanding borrowings and $5.1 million of outstanding letters of credit, resulting in $2.0 billion of available borrowing capacity under the RCF. As of September 30, 2023 and 2022, the interest rate on any outstanding RCF borrowings was 6.62% and 4.65%, respectively. The facility-fee rate was 0.20% and 0.25% at September 30, 2023 and 2022, respectively. As of September 30, 2023, WES Operating was in compliance with all covenants under the RCF.

Interest expense. The following table summarizes the amounts included in interest expense:
  Three Months Ended 
September 30,		 Nine Months Ended 
September 30,
thousands 2023 2022 2023 2022
Long-term and short-term debt
 $ (83,177) $ (81,554) $ (249,416) $ (243,559)
Finance lease liabilities (223) (23) (616) (96)
Commitment fees and amortization of debt-related costs (2,904) (3,049) (9,199) (9,149)
Capitalized interest 3,550  1,520  8,625  3,471 
Interest expense $ (82,754) $ (83,106) $ (250,606) $ (249,333)

11. COMMITMENTS AND CONTINGENCIES

Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of September 30, 2023, and December 31, 2022, the consolidated balance sheets included $9.5 million and $7.4 million, respectively, of liabilities for remediation and reclamation obligations. The current portion of these amounts is included in Accrued liabilities, and the long-term portion of these amounts is included in Other liabilities. The majority of payments related to these obligations are expected to be made over the next year. See Note 9.

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

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12. SUBSEQUENT EVENTS

Meritage. On October 13, 2023, the Partnership closed on the acquisition of Meritage for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from the Partnership’s $600.0 million senior note issuance in September 2023 (see Note 10) and borrowings on the RCF. The acquisition expands the Partnership’s existing Powder River Basin asset base, increasing total natural-gas processing capacity in that region to 440 MMcf/d and includes a FERC regulated NGL pipeline that connects to the processing facility. Due to the timing, the initial purchase price accounting for the transaction was not yet complete at the time of filing.
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion analyzes our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements, wherein WES Operating is fully consolidated, and which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements, and the notes thereto, which are included under Part II, Item 8 of the 2022 Form 10-K as filed with the SEC on February 22, 2023.
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of September 30, 2023 (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•benefits of the Meritage acquisition;

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

•our assumptions about the energy market;

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

•our operating results;

•competitive conditions;

•technology;

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

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

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

•weather and natural disasters;

•inflation;

•the availability of goods and services;

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•general economic conditions, internationally, domestically, or in the jurisdictions in which we are doing business;

•federal, state, and local laws and state-approved voter ballot initiatives, including those laws or ballot initiatives that limit producers’ hydraulic-fracturing activities or other oil and natural-gas development or operations;

•environmental liabilities;

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

•changes in the financial or operational condition of Occidental;

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

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

•our commitments to capital projects;

•our ability to access liquidity under the RCF;

•our ability to repay debt;

•the resolution of litigation or other disputes;

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

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

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

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

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

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

•cyber attacks or security breaches; and

•other factors discussed below, in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the 2022 Form 10-K, in our quarterly reports on Form 10-Q, and in our other public filings and press releases.

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

We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering and disposing of produced water. In our capacity as a natural-gas processor, we also buy and sell natural gas, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, the Rocky Mountains (Colorado, Utah, and Wyoming), and North-central Pennsylvania. As of September 30, 2023, our assets and investments consisted of the following:
Wholly
Owned and
Operated		 Operated
Interests		 Non-Operated
Interests		 Equity
Interests
Gathering systems (1)
 17  2  3  1 
Treating facilities 37  3  —  — 
Natural-gas processing plants/trains
 25  3  —  3 
NGLs pipelines 2  —  —  5 
Natural-gas pipelines
 6  —  —  1 
Crude-oil pipelines
 3  1  —  3 
_________________________________________________________________________________________
(1)Includes the DBM water systems.

Significant financial and operational events during the nine months ended September 30, 2023, included the following:

•WES Operating completed the public offering of $600.0 million in aggregate principal amount of 6.350% Senior Notes due 2029. Net proceeds from the offering were used to fund a portion of the aggregate purchase price for the Meritage acquisition, to pay related costs and expenses, and for general partnership purposes. See Liquidity and Capital Resources within this Item 2 for additional information.

•On October 13, 2023, we closed on the acquisition of Meritage for $885.0 million (subject to certain customary post-closing adjustments). See Acquisitions and Divestitures within this Item 2 for additional information.

•WES Operating completed the public offering of $750.0 million in aggregate principal amount of 6.150% Senior Notes due 2033. Net proceeds from this offering were used to repay borrowings under the RCF and for general partnership purposes. See Liquidity and Capital Resources within this Item 2 for additional information.

•WES Operating redeemed the $213.1 million total principal amount outstanding of the Floating-Rate Senior Notes due 2023 at par value with cash on hand.

•WES Operating purchased and retired $276.7 million of certain of its senior notes via open-market repurchases.

•Our third-quarter 2023 per-unit distribution of $0.5750 increased $0.0125 from the second-quarter 2023 per-unit distribution of $0.5625.

•The Board approved an Enhanced Distribution of $0.356 per unit, or $140.1 million, related to our 2022 performance. This Enhanced Distribution was paid, along with our regular first-quarter 2023 distribution, on May 15, 2023, to our unitholders of record at the close of business on May 1, 2023.

•We repurchased 5,387,322 common units, which includes 5,100,000 common units repurchased from Occidental, for an aggregate purchase price of $134.6 million.

•Natural-gas throughput attributable to WES totaled 4,484 MMcf/d and 4,283 MMcf/d for the three and nine months ended September 30, 2023, respectively, representing a 5% increase and a 2% increase compared to the three months ended June 30, 2023, and nine months ended September 30, 2022, respectively.
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•Crude-oil and NGLs throughput attributable to WES totaled 667 MBbls/d and 635 MBbls/d for the three and nine months ended September 30, 2023, respectively, representing a 7% increase and a 7% decrease compared to the three months ended June 30, 2023, and nine months ended September 30, 2022, respectively.

•Produced-water throughput attributable to WES totaled 1,079 MBbls/d and 994 MBbls/d for the three and nine months ended September 30, 2023, respectively, representing a 14% increase and a 20% increase compared to the three months ended June 30, 2023, and nine months ended September 30, 2022, respectively.

•Gross margin totaled $601.1 million and $1,689.0 million for the three and nine months ended September 30, 2023, respectively, representing a 9% increase and a 1% decrease compared to the three months ended June 30, 2023, and nine months ended September 30, 2022, respectively. See Reconciliation of Non-GAAP Financial Measures within this Item 2.

•Adjusted gross margin for natural-gas assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $1.26 per Mcf and $1.27 per Mcf for the three and nine months ended September 30, 2023, respectively, representing no change compared to the three months ended June 30, 2023, and a 5% decrease compared to the nine months ended September 30, 2022.

•Adjusted gross margin for crude-oil and NGLs assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $2.27 per Bbl and $2.49 per Bbl for the three and nine months ended September 30, 2023, respectively, representing a 12% decrease and a 2% increase compared to the three months ended June 30, 2023, and nine months ended September 30, 2022, respectively.

•Adjusted gross margin for produced-water assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $0.84 per Bbl and $0.83 per Bbl for the three and nine months ended September 30, 2023, respectively, representing a 1% increase and a 12% decrease compared to the three months ended June 30, 2023, and nine months ended September 30, 2022, respectively.


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The following table provides additional information on throughput for the periods presented below:
Three Months Ended Nine Months Ended
September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin 1,674  1,592  5  % 1,612  1,452  11  %
DJ Basin 1,331  1,309  2  % 1,316  1,328  (1) %
Equity investments 495  454  9  % 458  490  (7) %
Other 1,151  1,061  8  % 1,053  1,088  (3) %
Total throughput for natural-gas assets
4,651  4,416  5  % 4,439  4,358  2  %
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin 220  208  6  % 211  196  8  %
DJ Basin 68  66  3  % 68  84  (19) %
Equity investments 347  323  7  % 328  382  (14) %
Other 46  42  10  % 41  38  8  %
Total throughput for crude-oil and NGLs assets
 681  639  7  % 648  700  (7) %
Throughput for produced-water assets (MBbls/d)
Delaware Basin 1,101  963  14  % 1,014  848  20  %
Total throughput for produced-water assets
 1,101  963  14  % 1,014  848  20  %
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OUTLOOK

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

Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted negatively by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can reduce the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. During 2020, oil and natural-gas prices were negatively impacted by the worldwide macroeconomic downturn that followed the global outbreak of COVID-19. In 2021, prices began to increase and in the first quarter of 2022, commodity prices increased significantly in connection with the war in Ukraine. For example, the New York Mercantile Exchange (“NYMEX”) West Texas Intermediate crude-oil daily settlement prices during 2022 ranged from a high of $123.70 per barrel in March 2022 to a low of $71.02 per barrel in December 2022, and prices during the nine months ended September 30, 2023, ranged from a low of $66.74 per barrel in March 2023 to a high of $93.68 per barrel in September 2023. Similar disruptions could occur as a consequence of the current conflict in the Middle East. The extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.
Additionally, even when the commodity-price environments are favorable, our customers must manage numerous operational challenges, including severe weather disruptions, downstream and produced-water takeaway constraints, seismicity concerns, new regulatory requirements, and the ability to optimize the efficiency and results of large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can have a significant impact on the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.

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

Impact of interest rates. Short- and long-term interest rates increased during 2022, and have continued to increase during 2023, resulting in increased interest expense on RCF borrowings. Any future increases in interest rates likely will result in additional increases in financing costs. As with other yield-oriented securities, our unit price could be impacted by our implied distribution yield relative to market interest rates. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest-rate environment could have an adverse impact on our unit price and our ability to issue additional equity, or increase the cost of issuing equity, to make acquisitions, to reduce debt, or for other purposes. However, we expect our cost of capital to remain competitive, as our competitors face similar interest-rate dynamics.


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ACQUISITIONS AND DIVESTITURES

Meritage. On October 13, 2023, we closed on the acquisition of Meritage for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from our $600.0 million senior note issuance in September 2023 and borrowings on the RCF. See Note 12—Subsequent Events and Note 10—Debt and Interest Expense under Part I, Item 1 of this Form 10-Q.

Cactus II. In November 2022, we sold our 15.00% interest in Cactus II to two third parties for $264.8 million, which includes a $1.8 million pro-rata distribution through closing. Total proceeds were received during the fourth quarter of 2022, resulting in a net gain on sale of $109.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statements of operations.

Ranch Westex. In September 2022, we acquired the remaining 50% interest in Ranch Westex from a third party for $40.1 million. Subsequent to the acquisition, (i) we are the sole owner and operator of the asset, (ii) Ranch Westex is no longer accounted for under the equity method of accounting, and (iii) the Ranch Westex processing plant is included as part of the operations of the West Texas complex.

RESULTS OF OPERATIONS

OPERATING RESULTS

The following tables and discussion present a summary of our results of operations:
Three Months Ended  Nine Months Ended
thousands September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022
Total revenues and other (1)
 $ 776,013  $ 738,273  $ 2,248,268  $ 2,472,284 
Equity income, net – related parties 35,494  42,324  116,839  139,388 
Total operating expenses (1)
 449,265  443,855  1,373,793  1,451,558 
Gain (loss) on divestiture and other, net (1,480) (70) (3,668) (884)
Operating income (loss) 360,762  336,672  987,646  1,159,230 
Interest expense (82,754) (86,182) (250,606) (249,333)
Gain (loss) on early extinguishment of debt 8,565  6,813  15,378  91 
Other income (expense), net (1,270) 2,872  2,817  117 
Income (loss) before income taxes 285,303  260,175  755,235  910,105 
Income tax expense (benefit) 905  659  2,980  3,683 
Net income (loss) 284,398  259,516  752,255  906,422 
Net income (loss) attributable to noncontrolling interests 7,102  6,595  18,393  25,643 
Net income (loss) attributable to Western Midstream Partners, LP (2)
 $ 277,296  $ 252,921  $ 733,862  $ 880,779 
_________________________________________________________________________________________
(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(2)For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 2.

For purposes of the following discussion, any increases or decreases “for the three months ended September 30, 2023” refer to the comparison of the three months ended September 30, 2023, to the three months ended June 30, 2023; and any increases or decreases “for the nine months ended September 30, 2023” refer to the comparison of the nine months ended September 30, 2023, to the nine months ended September 30, 2022.

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Throughput
  Three Months Ended Nine Months Ended
September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation 457  395  16  % 407  411  (1) %
Processing 3,699  3,567  4  % 3,574  3,457  3  %
Equity investments (1)
 495  454  9  % 458  490  (7) %
Total throughput 4,651  4,416  5  % 4,439  4,358  2  %
Throughput attributable to noncontrolling interests (2)
 167  162  3  % 156  157  (1) %
Total throughput attributable to WES for natural-gas assets
 4,484  4,254  5  % 4,283  4,201  2  %
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation 334  316  6  % 320  318  1  %
Equity investments (1)
 347  323  7  % 328  382  (14) %
Total throughput 681  639  7  % 648  700  (7) %
Throughput attributable to noncontrolling interests (2)
 14  13  8  % 13  14  (7) %
Total throughput attributable to WES for crude-oil and NGLs assets
 667  626  7  % 635  686  (7) %
Throughput for produced-water assets (MBbls/d)
Gathering and disposal 1,101  963  14  % 1,014  848  20  %
Throughput attributable to noncontrolling interests (2)
 22  20  10  % 20  17  18  %
Total throughput attributable to WES for produced-water assets
 1,079  943  14  % 994  831  20  %
_________________________________________________________________________________________
(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.
(2)For all periods presented, 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 230 MMcf/d for the three months ended September 30, 2023, primarily due to (i) higher volumes at the West Texas complex, DJ Basin complex, and Marcellus Interest systems due to increased production in the area, (ii) higher volumes on the Red Bluff Express pipeline due to the addition of a new delivery point onto the pipeline, (iii) higher volumes at the Brasada complex due to downstream issues which caused volumes to be diverted away from the plant and maintenance activities in the second quarter of 2023, (iv) higher volumes at the Springfield gas-gathering system due to new third-party production, and (v) higher volumes at the MIGC system and Mi Vida plant.
Total throughput attributable to WES for natural-gas assets increased by 82 MMcf/d for the nine months ended September 30, 2023, primarily due to higher volumes at the West Texas complex due to increased production in the area. This increase was offset partially by (i) lower volumes due to production declines in the areas around the Marcellus Interest systems and DJ Basin complex, (ii) decreased volumes at the Ranch Westex plant, which we acquired in the third quarter of 2022 and is included as part of the West Texas complex subsequent to the acquisition, and (iii) lower volumes due to production declines and extended winter weather conditions during the first quarter of 2023 in areas around the Granger complex.


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Crude-oil and NGLs assets

Total throughput attributable to WES for crude-oil and NGLs assets increased by 41 MBbls/d for the three months ended September 30, 2023, primarily due to (i) higher volumes on the Whitethorn pipeline and (ii) higher volumes at the DBM oil system resulting from increased production in the area.
Total throughput attributable to WES for crude-oil and NGLs assets decreased by 51 MBbls/d for the nine months ended September 30, 2023, primarily due to (i) lower volumes on the Cactus II pipeline, which was sold in the fourth quarter of 2022, and (ii) lower volumes at the DJ Basin oil system resulting from production declines in the area. These decreases were offset partially by (i) increased volumes on the Whitethorn pipeline and (ii) higher volumes at the DBM oil system resulting from increased production in the area.

Produced-water assets

Total throughput attributable to WES for produced-water assets increased by 136 MBbls/d and 163 MBbls/d for the three and nine months ended September 30, 2023, respectively, due to higher production and new third-party connections brought online during 2023.

Service Revenues
  Three Months Ended Nine Months Ended
thousands except percentages September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Service revenues – fee based $ 695,547  $ 661,506  5  % $ 2,004,920  $ 1,954,105  3  %
Service revenues – product based 48,446  46,956  3  % 142,212  202,721  (30) %
Total service revenues $ 743,993  $ 708,462  5  % $ 2,147,132  $ 2,156,826  —  %

Service revenues – fee based

Service revenues – fee based increased by $34.0 million for the three months ended September 30, 2023, primarily due to increases of (i) $17.8 million at the West Texas complex resulting from increased throughput, electricity-related rates billed to customers, and deficiency fees, (ii) $11.3 million at the DBM water systems due to increased throughput and higher average fees, (iii) $4.5 million at the DJ Basin complex due to increased throughput and deficiency fees, and (iv) $3.0 million at the DBM oil system due to increased throughput, partially offset by decreased deficiency fees. These increases were partially offset by a decrease of $6.5 million at the Brasada complex due to a change in contract terms effective July 1, 2023.
Service revenues – fee based increased by $50.8 million for the nine months ended September 30, 2023, primarily due to increases of (i) $74.8 million at the West Texas complex as a result of increased throughput, electricity-related rates billed to customers, and deficiency fees, (ii) $10.4 million at the DBM water systems due to increased throughput, partially offset by decreased deficiency fees, (iii) $8.9 million at the DBM oil system due to increased throughput, and (iv) $7.6 million at the DJ Basin complex due to increased deficiency fees and electricity-related rates billed to customers, partially offset by decreased throughput. These increases were partially offset by decreases of (i) $15.5 million at the DJ Basin oil system due to decreased throughput, (ii) $13.9 million at the Chipeta complex due to decreased deficiency fees, (iii) $8.5 million at the Springfield system primarily due to decreased demand-fee revenue, partially offset by increased throughput, (iv) $5.9 million at the Brasada complex due to a change in contract terms effective July 1, 2023, and (v) $5.2 million at the Marcellus Interest systems due to decreased throughput.
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Service revenues – product based

Service revenues – product based decreased by $60.5 million for the nine months ended September 30, 2023, primarily due to decreases of (i) $24.6 million at the West Texas complex due to decreased average prices, volumes sold, and electricity-related rates billed to customers, (ii) $13.6 million and $5.9 million at the DJ Basin complex and Hilight system, respectively, due to decreased average prices, (iii) $7.7 million and $5.1 million at the Red Desert and Granger complexes, respectively, due to decreased average prices and volumes sold, and (iv) $2.8 million at the Chipeta complex due to decreased volumes sold.

Product Sales
Three Months Ended Nine Months Ended
thousands except percentages and per-unit amounts September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Natural-gas sales
 $ 16,454  $ 7,237  127  % $ 26,466  $ 101,475  (74) %
NGLs sales 15,198  22,422  (32) % 73,870  213,280  (65) %
Total Product sales $ 31,652  $ 29,659  7  % $ 100,336  $ 314,755  (68) %
Per-unit gross average sales price:
Natural gas (per Mcf) $ 1.91  $ 1.33  44  % $ 1.67  $ 6.28  (73) %
NGLs (per Bbl) 27.64  23.65  17  % 26.65  44.43  (40) %

Natural-gas sales

Natural-gas sales increased by $9.2 million for the three months ended September 30, 2023, primarily due to an increase of $10.1 million at the West Texas complex due to increased average prices and volumes sold.
Natural-gas sales decreased by $75.0 million for the nine months ended September 30, 2023, primarily due to decreases of (i) $71.0 million at the West Texas complex due to decreased average prices, partially offset by higher volumes sold, and (ii) $14.3 million at the Red Desert complex due to decreased average prices and volumes sold. These decreases were partially offset by an increase of $10.3 million at the DJ Basin complex as a result of higher average prices and volumes sold.

NGLs sales

NGLs sales decreased by $7.2 million for the three months ended September 30, 2023, primarily due to a decrease of $13.1 million at the West Texas complex due to changes in contract mix and decreased volumes sold. This decrease was partially offset by increases of (i) $2.0 million at the DJ Basin complex due to increased average prices and (ii) $1.7 million at DBM water systems due to increased volumes sold.
NGLs sales decreased by $139.4 million for the nine months ended September 30, 2023, primarily due to decreases of (i) $93.0 million, $21.6 million, $8.7 million, and $3.2 million at the West Texas, Chipeta, Granger, and Red Desert complexes, respectively, due to decreased average prices and volumes sold, and (ii) $7.5 million at the Brasada complex due to a contract expiration in the third quarter of 2022.


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Equity Income, Net – Related Parties
Three Months Ended Nine Months Ended
thousands except percentages September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Equity income, net – related parties $ 35,494  $ 42,324  (16) % $ 116,839  $ 139,388  (16) %

Equity income, net – related parties decreased by $6.8 million for the three months ended September 30, 2023, primarily due to decreases of $4.8 million and $2.1 million at Mont Belvieu JV and TEG, respectively.
Equity income, net – related parties decreased by $22.5 million for the nine months ended September 30, 2023, primarily due to decreases of (i) $10.9 million at Cactus II due to the divestiture of our interest in the fourth quarter of 2022 (see Acquisitions and Divestitures within this Item 2), (ii) $5.1 million and $3.9 million at Mont Belvieu JV and TEP, respectively, and (iii) $3.4 million at Ranch Westex, which we acquired in the third quarter of 2022 and is included as part of the West Texas complex subsequent to the acquisition (see Acquisitions and Divestitures within this Item 2).

Cost of Product and Operation and Maintenance Expenses
Three Months Ended Nine Months Ended
thousands except percentages September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Residue purchases $ 2,880  $ 6,066  (53) % $ 24,584  $ 142,959  (83) %
NGLs purchases 50,394  48,942  3  % 151,165  263,014  (43) %
Other (25,684) (10,262) (150) % (51,954) (77,736) 33  %
Cost of product 27,590  44,746  (38) % 123,795  328,237  (62) %
Operation and maintenance 204,434  183,431  11  % 562,104  487,643  15  %
Total Cost of product and Operation and maintenance expenses $ 232,024  $ 228,177  2  % $ 685,899  $ 815,880  (16) %

Residue purchases

Residue purchases decreased by $118.4 million for the nine months ended September 30, 2023, primarily due to decreases of (i) $75.0 million at the West Texas complex attributable to changes in contract mix during 2022 and lower average prices, (ii) $14.9 million and $12.2 million at the Chipeta and Red Desert complexes, respectively, due to decreased volumes purchased and lower average prices, and (iii) $9.0 million at the DJ Basin complex primarily due to lower average prices.

NGLs purchases

NGLs purchases decreased by $111.8 million for the nine months ended September 30, 2023, primarily due to decreases of (i) $66.8 million, $5.2 million, and $5.2 million at the West Texas, Chipeta, and Granger complexes, respectively, primarily due to lower average prices and volumes purchased, (ii) $23.1 million at the DJ Basin complex due to lower average prices, and (iii) $7.7 million at the Brasada complex due to a contract expiration in the third quarter of 2022.


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Other items

Other items decreased by $15.4 million for the three months ended September 30, 2023, primarily due to decreases of (i) $12.0 million at the West Texas complex due to changes in imbalance positions, partially offset by higher electricity-related costs, and (ii) $3.8 million at the DJ Basin complex due to changes in imbalance positions.
Other items increased by $25.8 million for the nine months ended September 30, 2023, primarily due to an increase of $39.5 million at the DJ Basin complex due to changes in imbalance positions. This increase was partially offset by decreases of (i) $6.2 million at the West Texas complex due to changes in imbalance positions, partially offset by higher electricity-related and offload costs, and (ii) $3.7 million and $1.9 million at the Red Desert complex and MIGC system, respectively, attributable to changes in imbalance positions.

Operation and maintenance expense

Operation and maintenance expense increased by $21.0 million for the three months ended September 30, 2023, primarily due to increases of (i) $14.1 million in utility expense, (ii) $3.7 million for maintenance and repair expense, and (iii) $2.8 million attributable to higher contract labor and consulting expense.
Operation and maintenance expense increased by $74.5 million for the nine months ended September 30, 2023, primarily due to increases of (i) $27.9 million for maintenance and repair expense, (ii) $19.5 million for salaries and wages costs, (iii) $7.5 million in utility expense, (iv) $5.5 million in land-related costs, (v) $4.8 million attributable to higher contract labor and consulting expense, (vi) $4.6 million in water-disposal costs, and (vii) $3.6 million in higher equipment rental costs.

Other Operating Expenses
Three Months Ended Nine Months Ended
thousands except percentages September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
General and administrative $ 55,050  $ 53,405  3  % $ 159,572  $ 144,635  10  %
Property and other taxes 14,583  18,547  (21) % 39,961  60,494  (34) %
Depreciation and amortization 147,363  143,492  3  % 435,481  430,455  1  %
Long-lived asset and other impairments
 245  234  5  % 52,880  94  NM
Total other operating expenses $ 217,241  $ 215,678  1  % $ 687,894  $ 635,678  8  %
_________________________________________________________________________________________
NM—Not meaningful

General and administrative expenses

General and administrative expenses increased by $14.9 million for the nine months ended September 30, 2023, primarily due to increases of (i) $6.3 million in corporate-related costs, primarily related to information technology costs, (ii) $3.9 million in personnel costs, and (iii) $3.2 million in contract and consulting costs.

Property and other taxes

Property and other taxes decreased by $4.0 million for the three months ended September 30, 2023, primarily due to lower property tax values at the DJ Basin and West Texas complexes.
Property and other taxes decreased by $20.5 million for the nine months ended September 30, 2023, primarily due to decreases in the ad valorem property tax accrual during 2023 related to the finalization of 2022 assessments at the DJ Basin complex.


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Depreciation and amortization expense

Depreciation and amortization expense increased by $3.9 million for the three months ended September 30, 2023, primarily resulting from capital projects being placed into service and asset retirement obligation revisions at the West Texas complex and DBM water systems.
Depreciation and amortization expense increased by $5.0 million for the nine months ended September 30, 2023, primarily due to increases of (i) $8.9 million and $5.1 million at the West Texas complex and DBM water systems, respectively, primarily resulting from capital projects being placed into service, and (ii) $5.4 million related to depreciation for capitalized information technology implementation costs. These increases were offset partially by a decrease of $13.3 million at the DJ Basin complex primarily due to acceleration of depreciation expense during 2022.

Long-lived asset and other impairment expense

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

Interest Expense
Three Months Ended Nine Months Ended
thousands except percentages September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Long-term and short-term debt
 $ (83,177) $ (85,088) (2) % $ (249,416) $ (243,559) 2  %
Finance lease liabilities (223) (230) (3) % (616) (96) NM
Commitment fees and amortization of debt-related costs (2,904) (3,414) (15) % (9,199) (9,149) 1  %
Capitalized interest 3,550  2,550  39  % 8,625  3,471  148  %
Interest expense $ (82,754) $ (86,182) (4) % $ (250,606) $ (249,333) 1  %

Interest expense

Interest expense decreased by $3.4 million for the three months ended September 30, 2023, primarily due to decreases of (i) $3.7 million due to credit-rating related interest rate changes and lower outstanding balances on certain senior notes, and (ii) $1.0 million due to higher capitalized interest. These decreases were offset partially by an increase of $0.7 million primarily due to higher outstanding borrowings under the RCF during the third quarter of 2023.
Interest expense increased by $1.3 million for the nine months ended September 30, 2023, primarily due to increases of (i) $23.0 million of interest incurred on the 6.150% Senior Notes due 2033 that were issued during the second quarter of 2023 and (ii) $1.7 million primarily due to higher outstanding borrowings and average interest rates on the RCF during 2023. These increases were offset partially by decreases of (i) $10.0 million due to credit-rating related interest rate changes and lower outstanding balances on certain senior notes, (ii) $5.2 million due to higher capitalized interest, (iii) $5.1 million due to the redemption of the total principal amount outstanding of the 4.000% Senior Notes due 2022 during the second quarter of 2022, and (iv) $3.9 million due to the redemption of the total principal amount outstanding of the Floating-Rate Senior Notes due 2023 during the first quarter of 2023.
See Liquidity and Capital Resources—Debt and credit facilities within this Item 2.

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Other Income (Expense), Net
Three Months Ended Nine Months Ended
thousands except percentages September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Other income (expense), net $ (1,270) $ 2,872  (144)% $ 2,817  $ 117  NM

Other income (expense), net decreased by $4.1 million for the three months ended September 30, 2023, primarily due to interest accrued in the third quarter of 2023 related to a sales tax audit.
Other income (expense), net increased by $2.7 million for the nine months ended September 30, 2023, primarily due to interest income earned resulting from higher interest rates and cash and cash equivalent balances throughout 2023, partially offset by interest accrued in the third quarter of 2023 related to a sales tax audit.

Income Tax Expense (Benefit)

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

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

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 WES’s 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 should be considered indicative of the amount of cash that is available for distributions, debt repayments, and other general partnership purposes.


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Adjusted gross margin, Adjusted EBITDA, and Free cash flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted gross margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Free cash flow is net cash provided by operating activities. Our non-GAAP financial measures of Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be considered as alternatives to the GAAP measures of gross margin, net income (loss), net cash provided by operating activities, or any other measure of financial performance presented in accordance with GAAP. Adjusted gross margin, Adjusted EBITDA, and Free cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect gross margin, net income (loss), and net cash provided by operating activities. Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our definitions of Adjusted gross margin, Adjusted EBITDA, and Free cash flow may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.
Management compensates for the limitations of Adjusted gross margin, Adjusted EBITDA, and Free cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted gross margin, Adjusted EBITDA, and Free cash flow compared to (as applicable) gross margin, net income (loss), and net cash provided by operating activities, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.
The following tables present (i) a reconciliation of the GAAP financial measure of gross margin to the non-GAAP financial measure of Adjusted gross margin, (ii) a reconciliation of the GAAP financial measures of net income (loss) and net cash provided by operating activities to the non-GAAP financial measure of Adjusted EBITDA, and (iii) a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non-GAAP financial measure of Free cash flow:
Three Months Ended Nine Months Ended
thousands September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022
Reconciliation of Gross margin to Adjusted gross margin
Total revenues and other $ 776,013  $ 738,273  $ 2,248,268  $ 2,472,284 
Less:
Cost of product 27,590  44,746  123,795  328,237 
Depreciation and amortization 147,363  143,492  435,481  430,455 
Gross margin 601,060  550,035  1,688,992  1,713,592 
Add:
Distributions from equity investments 41,562  54,075  147,612  180,768 
Depreciation and amortization 147,363  143,492  435,481  430,455 
Less:
Reimbursed electricity-related charges recorded as revenues 29,981  23,286  76,836  58,187 
Adjusted gross margin attributable to noncontrolling interests (1)
 18,095  16,914  50,783  56,142 
Adjusted gross margin $ 741,909  $ 707,402  $ 2,144,466  $ 2,210,486 
_________________________________________________________________________________________
(1)For all periods presented, includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.


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To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted gross margin for natural-gas assets, per-Bbl Adjusted gross margin for crude-oil and NGLs assets, and per-Bbl Adjusted gross margin for produced-water assets.
Three Months Ended Nine Months Ended
thousands except per-unit amounts September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022
Gross margin
Gross margin for natural-gas assets (1)
 $ 450,130  $ 409,634  $ 1,253,437  $ 1,273,689 
Gross margin for crude-oil and NGLs assets (1)
 87,911  88,024  265,216  270,716 
Gross margin for produced-water assets (1)
 70,353  59,130  189,032  184,085 
Per-Mcf Gross margin for natural-gas assets (2)
 1.05  1.02  1.03  1.07 
Per-Bbl Gross margin for crude-oil and NGLs assets (2)
 1.40  1.51  1.50  1.42 
Per-Bbl Gross margin for produced-water assets (2)
 0.69  0.68  0.68  0.80 
Adjusted gross margin
Adjusted gross margin for natural-gas assets
 $ 518,765  $ 489,476  $ 1,488,250  $ 1,539,009 
Adjusted gross margin for crude-oil and NGLs assets
 139,430  147,036  432,043  457,158 
Adjusted gross margin for produced-water assets
 83,714  70,890  224,173  214,319 
Per-Mcf Adjusted gross margin for natural-gas assets (3)
 1.26  1.26  1.27  1.34 
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets (3)
 2.27  2.58  2.49  2.44 
Per-Bbl Adjusted gross margin for produced-water assets (3)
 0.84  0.83  0.83  0.94 
_________________________________________________________________________________________
(1)Excludes corporate-level depreciation and amortization.
(2)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
(3)Average for period. Calculated as Adjusted gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

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Three Months Ended Nine Months Ended
thousands September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss) $ 284,398  $ 259,516  $ 752,255  $ 906,422 
Add:
Distributions from equity investments 41,562  54,075  147,612  180,768 
Non-cash equity-based compensation expense
 7,171  7,665  22,035  21,245 
Interest expense 82,754  86,182  250,606  249,333 
Income tax expense 905  659  2,980  3,683 
Depreciation and amortization 147,363  143,492  435,481  430,455 
Impairments 245  234  52,880  94 
Other expense 1,269  199  1,668  346 
Less:
Gain (loss) on divestiture and other, net (1,480) (70) (3,668) (884)
Gain (loss) on early extinguishment of debt 8,565  6,813  15,378  91 
Equity income, net – related parties 35,494  42,324  116,839  139,388 
Other income 27  2,872  4,114  164 
Adjusted EBITDA attributable to noncontrolling interests (1)
 12,134  11,737  34,886  41,395 
Adjusted EBITDA $ 510,927  $ 488,346  $ 1,497,968  $ 1,612,192 
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities $ 394,787  $ 490,823  $ 1,188,034  $ 1,212,207 
Interest (income) expense, net 82,754  86,182  250,606  249,333 
Accretion and amortization of long-term obligations, net
 (1,882) (2,403) (5,977) (5,359)
Current income tax expense (benefit) 806  728  2,026  1,926 
Other (income) expense, net 1,270  (2,872) (2,817) (117)
Distributions from equity investments in excess of cumulative earnings – related parties 8,536  10,813  31,715  41,058 
Changes in assets and liabilities:
Accounts receivable, net 60,614  (4,078) 60,573  212,955 
Accounts and imbalance payables and accrued liabilities, net (12,535) (36,885) 87,040  (65,069)
Other items, net (11,289) (42,225) (78,346) 6,653 
Adjusted EBITDA attributable to noncontrolling interests (1)
 (12,134) (11,737) (34,886) (41,395)
Adjusted EBITDA $ 510,927  $ 488,346  $ 1,497,968  $ 1,612,192 
Cash flow information
Net cash provided by operating activities $ 394,787  $ 490,823  $ 1,188,034  $ 1,212,207 
Net cash used in investing activities (207,916) (151,490) (538,584) (356,252)
Net cash provided by (used in) financing activities 88,670  (238,025) (446,612) (898,861)
_________________________________________________________________________________________
(1)For all periods presented, includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.

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Three Months Ended Nine Months Ended
thousands September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022
Reconciliation of Net cash provided by operating activities to Free cash flow
Net cash provided by operating activities $ 394,787  $ 490,823  $ 1,188,034  $ 1,212,207 
Less:
Capital expenditures 201,857  161,482  536,427  341,505 
Contributions to equity investments – related parties 1,021  22  1,153  8,899 
Add:
Distributions from equity investments in excess of cumulative earnings – related parties 8,536  10,813  31,715  41,058 
Free cash flow $ 200,445  $ 340,132  $ 682,169  $ 902,861 
Cash flow information
Net cash provided by operating activities $ 394,787  $ 490,823  $ 1,188,034  $ 1,212,207 
Net cash used in investing activities (207,916) (151,490) (538,584) (356,252)
Net cash provided by (used in) financing activities 88,670  (238,025) (446,612) (898,861)

Gross margin. Refer to Operating Results within this Item 2 for a discussion of the components of Gross margin as compared to the prior periods, including Service Revenues, Product Sales, Cost of Product (Residue purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).
Gross margin increased by $51.0 million for the three months ended September 30, 2023, due to (i) a $37.7 million increase in total revenues and other and (ii) a $17.2 million decrease in cost of product. These amounts were offset partially by a $3.9 million increase in depreciation and amortization.
Gross margin decreased by $24.6 million for the nine months ended September 30, 2023, due to (i) a $224.0 million decrease in total revenues and other and (ii) a $5.0 million increase in depreciation and amortization. These amounts were offset partially by a $204.4 million decrease in cost of product.

Net income (loss). Refer to Operating Results within this Item 2 for a discussion of the primary components of Net income (loss) as compared to the prior periods.
Net income (loss) increased by $24.9 million for the three months ended September 30, 2023, primarily due to a $37.7 million increase in total revenues and other. This increase was offset partially by (i) a $6.8 million decrease in equity income, net – related parties and (ii) a $4.1 million decrease in other income (expense), net.
Net income (loss) decreased by $154.2 million for the nine months ended September 30, 2023, primarily due to (i) a $224.0 million decrease in total revenues and other and (ii) a $22.5 million decrease in equity income, net – related parties. These amounts were offset partially by (i) a $77.8 million decrease in total operating expenses and (ii) a $15.3 million increase in gain (loss) on early extinguishment of debt.

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

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KEY PERFORMANCE METRICS
Three Months Ended Nine Months Ended
thousands except percentages and per-unit amounts September 30, 2023 June 30, 2023 Inc/
(Dec)		 September 30, 2023 September 30, 2022 Inc/
(Dec)
Adjusted gross margin $ 741,909  $ 707,402  5  % $ 2,144,466  $ 2,210,486  (3) %
Per-Mcf Adjusted gross margin for natural-gas assets (1)
 1.26  1.26  —  % 1.27  1.34  (5) %
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets (1)
 2.27  2.58  (12) % 2.49  2.44  2  %
Per-Bbl Adjusted gross margin for produced-water assets (1)
 0.84  0.83  1  % 0.83  0.94  (12) %
Adjusted EBITDA 510,927  488,346  5  % 1,497,968  1,612,192  (7) %
Free cash flow 200,445  340,132  (41) % 682,169  902,861  (24) %
_________________________________________________________________________________________
(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 $34.5 million for the three months ended September 30, 2023, primarily due to (i) increased throughput and deficiency fees at the West Texas complex, and (ii) increased throughput at the DBM water systems and DJ Basin complex. These increases were partially offset by (i) decreased processing fees at the Brasada complex and (ii) a decrease in distributions from Mi Vida and Mont Belvieu JV.
Adjusted gross margin decreased by $66.0 million for the nine months ended September 30, 2023, primarily due to (i) a decrease in distributions from Cactus II, which was sold in the fourth quarter of 2022, (ii) decreased deficiency fees and throughput at the Chipeta complex, (iii) decreased throughput at the DJ Basin oil system and Granger complex, (iv) a decrease in distributions from Ranch Westex, which was acquired in the third quarter of 2022 and is included in the West Texas complex subsequent to the acquisition, and (v) decreased throughput partially offset by increased deficiency fees at the DJ Basin complex. These decreases were partially offset by (i) increased throughput at the West Texas complex and (ii) increased throughput, partially offset by decreased deficiency fees at the DBM water systems.
Per-Mcf Adjusted gross margin for natural-gas assets decreased by $0.07 for the nine months ended September 30, 2023, primarily due to lower commodity prices and contract mix, partially offset by increased throughput at the West Texas complex.
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets decreased by $0.31 for the three months ended September 30, 2023, primarily due to (i) a decrease in distributions, coupled with an increase in throughput from Whitethorn LLC, which has a lower-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets, and (ii) decreases in distributions from TEP and Mont Belvieu JV.
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets increased by $0.05 for the nine months ended September 30, 2023, primarily due to (i) decreases in throughput and distributions from Cactus II, which was sold in the fourth quarter of 2022 and had lower-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets and (ii) increases in distributions from FRP and TEP. These increases were partially offset by (i) decreases in distributions from Whitethorn LLC and Mont Belvieu JV, and (ii) decreases in throughput at the DJ Basin oil system which has a higher-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets.
Per-Bbl Adjusted gross margin for produced-water assets decreased by $0.11 for the nine months ended September 30, 2023, primarily due to a lower average fee resulting from a cost-of-service rate redetermination effective January 1, 2023, and lower deficiency fee revenues.

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Adjusted EBITDA. Adjusted EBITDA increased by $22.6 million for the three months ended September 30, 2023, primarily due to (i) a $37.7 million increase in total revenues and other, (ii) a $16.9 million decrease in cost of product (net of lower of cost or market inventory adjustments), and (iii) a $4.0 million decrease in property and other taxes. These amounts were offset partially by (i) a $21.0 million increase in operation and maintenance expenses and (ii) a $12.5 million decrease in distributions from equity investments.
Adjusted EBITDA decreased by $114.2 million for the nine months ended September 30, 2023, primarily due to (i) a $224.0 million decrease in total revenues and other, (ii) a $74.5 million increase in operation and maintenance expenses, (iii) a $33.2 million decrease in distributions from equity investments, and (iv) a $14.1 million increase in general and administrative expenses excluding non-cash equity-based compensation expense. These amounts were offset partially by (i) a $204.5 million decrease in cost of product (net of lower of cost or market inventory adjustments) and (ii) a $20.5 million decrease in property and other taxes.

Free cash flow. Free cash flow decreased by $139.7 million for the three months ended September 30, 2023, primarily due to (i) a $96.0 million decrease in net cash provided by operating activities and (ii) a $40.4 million increase in capital expenditures.
Free cash flow decreased by $220.7 million for the nine months ended September 30, 2023, primarily due to a $194.9 million increase in capital expenditures (ii) a $24.2 million decrease in net cash provided by operating activities, and (iii) a $9.3 million decrease in distributions from equity investments in excess of cumulative earnings. These amounts were offset partially by a $7.7 million decrease in contributions to equity investments.
See Capital Expenditures and Historical Cash Flow within this Item 2 for further information.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include equity and debt service, operating expenses, and capital expenditures. Our sources of liquidity as of September 30, 2023, included cash and cash equivalents, cash flows generated from operations, available borrowing capacity under the RCF, 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 third quarter of 2023 of $0.5750 per unit, a 2.2% increase from the prior quarter, or $223.4 million in the aggregate. The cash distribution is payable on November 13, 2023, to our unitholders of record at the close of business on November 1, 2023.
To facilitate the distribution of available cash, during 2022 we adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free cash flow generated in the prior year after subtracting Free cash flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases. This Enhanced Distribution is subject to Board discretion, the establishment of cash reserves for the proper conduct of our business and is also contingent on the attainment of prior year-end net leverage thresholds (the ratio of our total principal debt outstanding less total cash on hand as of the end of such period, as compared to our trailing-twelve-months Adjusted EBITDA), after taking the Enhanced Distribution for such prior year into effect. Free cash flow and Adjusted EBITDA are defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2. In April 2023, the Board approved an Enhanced Distribution of $0.356 per unit, or $140.1 million, related to our 2022 performance, which was paid in conjunction with our regular first-quarter 2023 distribution on May 15, 2023.
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In 2022, we announced a common-unit buyback program of up to $1.25 billion through December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to purchase any specific dollar amount or number of units and may be suspended or discontinued at any time. During the nine months ended September 30, 2023, we repurchased 5,387,322 common units, which includes 5,100,000 common units repurchased from Occidental, for an aggregate purchase price of $134.6 million. The units were canceled immediately upon receipt. As of September 30, 2023, we had an authorized amount of $627.8 million remaining under the program.
For the year ended December 31, 2023, capital expenditures are expected to range between $700.0 million to $800.0 million (accrual-based, includes equity investments, excludes capitalized interest, and excludes capital expenditures associated with the 25% third-party interest in Chipeta), representing a $125.0 million increase to the midpoint of our previously announced guidance in February 2023. Total-year capital expenditures guidance includes capital expenditures attributable to (i) a portion of Mentone Train III, (ii) a portion of the North Loving plant, a new 250 MMcf/d cryogenic processing plant in the North Loving area of our West Texas complex that was sanctioned in May 2023, and (iii) additional expansion capital needed to support new commercial activity.
Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open-market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part II, Item 1A of this Form 10-Q.

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 September 30, 2023, we had a $499.9 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. As of September 30, 2023, there was $2.0 billion available for borrowing under the RCF. See Note 9—Selected Components of Working Capital and Note 10—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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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. Capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:
Nine Months Ended 
September 30,
thousands 2023 2022
Acquisitions $ —  $ 41,018 
Capital expenditures (1)
 536,427  341,505 
Capital incurred (1)
 566,224  377,650 
_________________________________________________________________________________________
(1)For the nine months ended September 30, 2023 and 2022, included $8.6 million and $3.5 million, respectively, of capitalized interest.

Acquisitions for the nine months ended September 30, 2022, include the acquisition of the remaining 50% interest in Ranch Westex (see Acquisitions and Divestitures within this Item 2).
Capital expenditures increased by $194.9 million for the nine months ended September 30, 2023, primarily due to increases of (i) $91.2 million at the West Texas complex, primarily attributable to facility expansion, including ongoing construction of Mentone Train III and engineering and equipment milestone payments for the North Loving Plant, and pipeline projects, (ii) $71.4 million at the DBM water systems due to construction of additional water-disposal wells and facilities, pipeline build-out, and replacement projects, (iii) $30.5 million at the DBM oil system, primarily related to an increase in pipeline, oil treating, and oil pumping projects, and (iv) $8.1 million at the DJ Basin oil system due to an increase in pipeline projects.

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:
Nine Months Ended 
September 30,
thousands 2023 2022
Net cash provided by (used in):
Operating activities $ 1,188,034  $ 1,212,207 
Investing activities (538,584) (356,252)
Financing activities (446,612) (898,861)
Net increase (decrease) in cash and cash equivalents $ 202,838  $ (42,906)

Operating activities. Net cash provided by operating activities decreased for the nine months ended September 30, 2023, primarily due to (i) lower cash operating income, (ii) lower distributions from equity investments, and (iii) higher interest expense. These increases were partially offset by the impact of changes in assets and liabilities. Refer to Operating Results within this Item 2 for a discussion of our results of operations as compared to the prior periods.

Investing activities. Net cash used in investing activities for the nine months ended September 30, 2023, primarily included the following:
•$536.4 million of capital expenditures, primarily related to construction, expansion, and asset-integrity projects at the West Texas complex, DBM water systems, DBM oil system, and DJ Basin complex;

•$32.7 million of increases to materials and supplies inventory; and

•$31.7 million of distributions received from equity investments in excess of cumulative earnings.
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Net cash used in investing activities for the nine months ended September 30, 2022, primarily included the following:
•$341.5 million of capital expenditures, primarily related to construction, expansion, and asset-integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, and DBM oil system;

•$41.0 million of cash paid for the acquisition of the remaining 50% interest in Ranch Westex (see Acquisitions and Divestitures within this Item 2);

•$8.9 million of capital contributions primarily paid to Red Bluff Express;

•$7.0 million of increases to materials and supplies inventory; and

•$41.1 million of distributions received from equity investments in excess of cumulative earnings.

Financing activities. Net cash used in financing activities for the nine months ended September 30, 2023, primarily included the following:
•$845.0 million of repayments of outstanding borrowings under the RCF;

•$778.3 million of distributions paid to WES unitholders and noncontrolling interest owners;

•$259.8 million to purchase and retire portions of certain of WES Operating’s senior notes via open-market repurchases;

•$213.1 million to redeem the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value;

•$134.6 million of unit repurchases;

•$740.6 million of net proceeds from the 6.150% Senior Notes due 2033 issued in April 2023, which were used to repay borrowings under the RCF and for general partnership purposes;

•$595.1 million of net proceeds from the 6.350% Senior Notes due 2029 issued in September 2023, which were used to fund a portion of the aggregate purchase price for the Meritage acquisition, to pay related costs and expenses, and for general partnership purposes; and

•$470.0 million of borrowings under the RCF, which were used for general partnership purposes.

Net cash used in financing activities for the nine months ended September 30, 2022, primarily included the following:
•$765.0 million of repayments of outstanding borrowings under the RCF;

•$538.7 million of distributions paid to WES unitholders;

•$502.2 million to redeem the total principal amount outstanding of WES Operating’s 4.000% Senior Notes due 2022;

•$447.1 million of unit repurchases;

•$20.2 million of distributions paid to the noncontrolling interest owner of WES Operating;

•$5.0 million of distributions paid to the noncontrolling interest owner of Chipeta;

•$1,390.0 million of borrowings under the RCF, which were used for general partnership purposes and to redeem portions of certain of WES Operating’s senior notes; and

•$1.5 million of increases in outstanding checks.
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Debt and credit facilities. As of September 30, 2023, the carrying value of outstanding debt was $7.3 billion, we have no borrowings due within the next year, and have $2.0 billion of available borrowing capacity under WES Operating’s $2.0 billion RCF.
During the nine months ended September 30, 2023, WES Operating (i) completed the public offering of $600.0 million in aggregate principal amount of 6.350% Senior Notes due 2029, (ii) completed the public offering of $750.0 million in aggregate principal amount of 6.150% Senior Notes due 2033, (iii) entered into an amendment to our RCF to, among other things, extend the maturity date to April 2028 and provide for a maximum borrowing capacity up to $2.0 billion, expandable to a maximum of $2.5 billion, through the maturity date, (iv) purchased and retired $276.7 million of certain of its senior notes via open-market repurchases, and (v) redeemed the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value with cash on hand.
In May 2023, Fitch Ratings upgraded WES Operating’s long-term debt from “BB+” to “BBB-.” WES Operating’s senior unsecured debt ratings is now investment grade at Standard and Poor’s, Moody’s Investors Services, and Fitch Ratings. As a result of the upgrade, annualized borrowing costs will decrease by $6.9 million on WES Operating’s senior notes that are subject to effective interest-rate adjustments from a change in credit rating.
For additional information on our senior notes and the RCF, see Note 10—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Offload commitments. We have entered into offload agreements with third parties providing firm-processing capacity through 2025. As of September 30, 2023, we have future minimum payments under offload agreements totaling $4.8 million for the remainder of 2023 and a total of $11.6 million in years thereafter.

Pipeline commitments. We have entered into transportation contracts with volume commitments on multiple pipelines through 2033. As of September 30, 2023, we have estimated future minimum-volume-commitment fees totaling $1.6 million for the remainder of 2023, and a total of $51.6 million in years thereafter.

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

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ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING

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

Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:
Three Months Ended Nine Months Ended
thousands September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022
Net income (loss) attributable to WES $ 277,296  $ 252,921  $ 733,862  $ 880,779 
Limited partner interest in WES Operating not held by WES (1)
 5,670  5,185  15,016  18,016 
General and administrative expenses (2)
 509  1,186  1,927  1,764 
Other income (expense), net (60) (129) (214) (18)
Net income (loss) attributable to WES Operating $ 283,415  $ 259,163  $ 750,591  $ 900,541 
_________________________________________________________________________________________
(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:
Nine Months Ended 
September 30,
thousands 2023 2022
WES net cash provided by operating activities $ 1,188,034  $ 1,212,207 
General and administrative expenses (1)
 1,927  1,764 
Non-cash equity-based compensation expense
 (434) (423)
Changes in working capital (15,223) (9,101)
Other income (expense), net (214) (18)
WES Operating net cash provided by operating activities $ 1,174,090  $ 1,204,429 
WES net cash provided by (used in) financing activities $ (446,612) $ (898,861)
Distributions to WES unitholders (2)
754,998  538,690 
Distributions to WES from WES Operating (3)
 (894,510) (988,395)
Increase (decrease) in outstanding checks (3) 103 
Unit repurchases 134,602  447,075 
Other 14,371  7,942 
WES Operating net cash provided by (used in) financing activities $ (437,154) $ (893,446)
_________________________________________________________________________________________
(1)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.
(2)Represents distributions to WES common unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(3)Difference attributable to elimination in consolidation of WES Operating’s distributions on partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.


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

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

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recognized during the periods reported. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2022.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Commodity-price risk. There have been no significant changes to our commodity-price risk discussion from the disclosure set forth under Part II, Item 7A in our Form 10-K for the year ended December 31, 2022, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q.
For the nine months ended September 30, 2023, 95% of our wellhead natural-gas volume (excluding equity investments) and 100% of our crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances.

Interest-rate risk. The Federal Open Market Committee increased its target range seven times for the federal funds rate in 2022 and increased its target range four times during the nine months ended September 30, 2023. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of September 30, 2023, WES Operating had 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. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at September 30, 2023, it would impact the fair value of the senior notes.
Additional variable-rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances.

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Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of September 30, 2023.

Changes in Internal Control Over Financial Reporting. On April 1, 2023, WES and WES Operating implemented a new Enterprise Resource Planning (“ERP”) system. As a result of this implementation, certain internal controls over financial reporting have been automated, modified, or implemented to address the new environment associated with the implementation of this type of system. While WES and WES Operating believe that this system will strengthen the internal control system, there are inherent risks in implementing any new system and WES and WES Operating will continue to evaluate these control changes as part of their assessments of internal control over financial reporting. Other than the ERP implementation, there have been no changes in WES or WES Operating’s internal control over financial reporting that occurred during the quarter ended September 30, 2023, that materially affected, or are reasonably likely to materially affect, WES or WES Operating’s internal control over financial reporting during the most recent fiscal quarter.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

On October 29, 2020, WGR Operating, LP (“WGR”), on behalf of itself and derivatively on behalf of Mont Belvieu JV, filed suit against Enterprise Products Operating, LLC (“Enterprise”) and Mont Belvieu JV (as a nominal defendant) in the District Court of Harris County, Texas. Our lawsuit seeks a declaratory judgment regarding proper revenue allocation as set forth in the Operating Agreement between Mont Belvieu JV (of which WGR is a 25% owner) and Enterprise (the “Operating Agreement”) related to fractionation trains at the Mont Belvieu complex in Chambers County, Texas. Specifically, the Operating Agreement sets forth a revenue allocation structure, whereby revenue would be allocated to the various fracs at the Mont Belvieu complex in sequential order, with Fracs VII and VIII (which are owned by Mont Belvieu JV) following Fracs I through VI, but preceding any “Later Frac Facilities.” Subsequent to the construction of Fracs VII and VIII, Enterprise built Fracs IX, X, and XI, which it wholly owns, and has treated such subsequent fracs as outside the Mont Belvieu revenue allocation. We do not believe Enterprise’s attempt to bypass the agreed-to revenue allocation is proper under the parties’ agreements and now seek judicial determination. We currently sue only for declaratory judgment to avoid potential future damages. We cannot make any assurances regarding the ultimate outcome of this proceeding and its resulting impact on WGR or WES.
On November 22, 2022, WGR filed suit against Enterprise Crude Oil LLC (“ECO”) in the District Court of Harris County, Texas. Our lawsuit alleges that ECO breached a contract related to the Whitethorn joint venture pursuant to which ECO must share with WGR certain of the profits and losses generated by ECO’s hydrocarbon trading activity conducted utilizing the Whitethorn pipeline. Specifically, we claim that ECO has engaged in trades knowing that the revenue to be realized would be less than the minimum floor set under the contract and has failed to allocate revenues and expenses as prescribed by the contract, resulting in improper losses to WGR. Enterprise has filed a counterclaim to our lawsuit, alleging that, between 2017 and 2019, it had mistakenly overpaid WGR approximately $12.0 million in trading profits and seeking recovery of such amount. We also claim that Enterprise Crude Pipeline LLC, as operator of the Whitethorn pipeline, failed to act as a reasonable and prudent operator of the Whitethorn pipeline and for the sole benefit of the Whitethorn joint venture as contractually required. We cannot make any assurances regarding the ultimate outcome of this proceeding and its resulting impact on WGR or WES.
Except as discussed above, we are not a party to any legal, regulatory, or administrative proceedings other than proceedings arising in the ordinary course of business. Management believes that there are no such proceedings for which a final disposition could have a material adverse effect on results of operations, cash flows, or financial condition, or for which disclosure is otherwise required by Item 103 of Regulation S-K.
    
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Item 1A.  Risk Factors

Security holders and potential investors in our securities should carefully consider the risk factor included below and those set forth under Part I, Item 1A in our Form 10-K for the year ended December 31, 2022, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management.

We may fail to successfully combine our business with the assets and business of Meritage, which could have an adverse impact on our future results.

The Meritage acquisition closed on October 13, 2023. The integration of these acquired assets involve potential risks, including the failure to realize expected profitability, growth, or accretion; environmental or regulatory compliance matters or liabilities; diversion of management’s attention from our existing business; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
If any of the risks described above or other anticipated or unanticipated liabilities were to materialize, it could have an adverse effect on our business, financial condition, and results of operations.

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

The following table sets forth information with respect to repurchases made by WES of its common units in the open market or in privately negotiated transactions under the $1.25 billion Purchase Program during the third quarter of 2023:
Period Total number of units purchased Average price paid per unit
Total number of units purchased as part of publicly announced plans or programs (1)
Approximate dollar value of units that may yet be purchased under the plans or programs (1)
July 1-31, 2023 —  $ —  —  $ 755,307,310 
August 1-31, 2023 —  —  —  755,307,310 
September 1-30, 2023 5,100,000  25.00  5,100,000  627,807,310 
Total 5,100,000  25.00  5,100,000 
______________________________________________________________________________________
(1)In 2022, the Board authorized WES to buy back up to $1.25 billion of our common units through December 31, 2024. See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional details.

Item 5.  Other Information

Insider Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended September 30, 2023, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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Item 6.  Exhibits

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

Exhibit Index
Exhibit
Number		 Description
# 2. 1
3. 1
3. 2
3. 3
3. 4
3. 5
3. 6
3. 7
3. 8
3. 9
3. 10
3. 11
3. 12
3. 13
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Exhibit
Number		 Description
4. 1
4. 2
4. 3
4. 4
4. 5
4. 6
4. 7
4. 8
4. 9
4. 10
4. 11
4. 12
4. 13
4. 14
4. 15
4. 16
4. 17
4. 18
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Exhibit
Number		 Description
4. 19
4. 20
4. 21
4. 22
4. 23
4. 24
4.
 25
4.
 26
* 31. 1
* 31. 2
* 31. 3
* 31. 4
** 32. 1
** 32. 2
* 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)
______________________________________________________________________________________
# Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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SIGNATURES

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

WESTERN MIDSTREAM PARTNERS, LP
November 1, 2023
/s/ Michael P. Ure
Michael P. Ure
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
November 1, 2023
/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
November 1, 2023
/s/ Michael P. Ure
Michael P. Ure
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
November 1, 2023
/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)
68
EX-31.1 2 wes2023q3-ex311.htm EX-31.1 Document

EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Michael P. Ure, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Partners, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2023
/s/ Michael P. Ure
Michael P. Ure
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)

EX-31.2 3 wes2023q3-ex312.htm EX-31.2 Document

EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Kristen S. Shults, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Partners, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2023
/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)

EX-31.3 4 wes2023q3-ex313.htm EX-31.3 Document

EXHIBIT 31.3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Michael P. Ure, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Operating, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2023
/s/ Michael P. Ure
Michael P. Ure
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)

EX-31.4 5 wes2023q3-ex314.htm EX-31.4 Document

EXHIBIT 31.4
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Kristen S. Shults, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Operating, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2023
/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)

EX-32.1 6 wes2023q3-ex321.htm EX-32.1 Document

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Michael P. Ure, President and Chief Executive Officer of Western Midstream Holdings, LLC, the general partner of Western Midstream Partners, LP (the “Partnership”) and Kristen S. Shults, Senior Vice President and Chief Financial Officer of Western Midstream Holdings, LLC, certify to the best of our knowledge that:
 
(1)the Quarterly Report on Form 10-Q of the Partnership for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
  
November 1, 2023    /s/ Michael P. Ure
  
Michael P. Ure
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
November 1, 2023   
   /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)
The foregoing certifications are being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, are not being filed as part of the Report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2 7 wes2023q3-ex322.htm EX-32.2 Document

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Michael P. Ure, President and Chief Executive Officer of Western Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP (the “Partnership”) and Kristen S. Shults, Senior Vice President and Chief Financial Officer of Western Midstream Operating GP, LLC, certify to the best of our knowledge that:
 
(1)the Quarterly Report on Form 10-Q of the Partnership for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
  
November 1, 2023    /s/ Michael P. Ure
  
Michael P. Ure
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
November 1, 2023   
   /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)
The foregoing certifications are being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, are not being filed as part of the Report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.