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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025

Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to      
WESTERN MIDSTREAM PARTNERS, LP
WESTERN MIDSTREAM OPERATING, LP
(Exact name of registrant as specified in its charter)
Commission file number:State or other jurisdiction of incorporation or organization:I.R.S. Employer Identification No.:
Western Midstream Partners, LP001-35753Delaware46-0967367
Western Midstream Operating, LP001-34046Delaware26-1075808
Address of principal executive offices:Zip Code:Registrant’s telephone number, including area code:
Western Midstream Partners, LP9950 Woodloch Forest Drive, Suite 2800The Woodlands,Texas77380(346)786-5000
Western Midstream Operating, LP9950 Woodloch Forest Drive, Suite 2800The Woodlands,Texas77380(346)786-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of exchange
on which registered
Common units outstanding as of April 30, 2025:
Western Midstream Partners, LPCommon unitsWESNew York Stock Exchange381,327,362
Western Midstream Operating, LPNoneNoneNoneNone
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Western Midstream Partners, LPYes
þ
No
¨
Western Midstream Operating, LPYes
þ
No
¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Western Midstream Partners, LPYes
þ
No
¨
Western Midstream Operating, LPYes
þ
No
¨



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

FILING FORMAT

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

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


TABLE OF CONTENTS
PAGE
PART I
Item 1.
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item 1A.
Item 2.
Item 5.
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 TermDefinition
Barrel, Bbl, Bbls/d, MBbls/d42 U.S. gallons measured at 60 degrees Fahrenheit, barrels per day, thousand barrels per day.
BoardThe board of directors of WES’s general partner.
Chipeta
Chipeta Processing, LLC, in which we are the managing member and own a 75% interest.
CondensateA natural-gas liquid with a low vapor pressure compared to drip condensate, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions.
DBM water systemsProduced-water gathering and disposal systems in West Texas.
DJ Basin complex
The Platte Valley, Fort Lupton, Wattenberg, Lancaster, and Latham processing plants, and the Wattenberg gathering system.
EBITDA
Earnings before interest, taxes, depreciation, and amortization. For a definition of “Adjusted EBITDA,” see Reconciliation of Non-GAAP Financial Measures under Part I, Item 2 of this Form 10-Q.
Exchange ActThe Securities Exchange Act of 1934, as amended.
FRP
Front Range Pipeline LLC, in which we own a 33.33% interest.
GAAP
Generally accepted accounting principles in the United States.
General partner
Western Midstream Holdings, LLC, the general partner of the Partnership.
Imbalance
Imbalances result from (i) differences between gas and NGLs volumes nominated by customers and gas and NGLs volumes received from those customers and (ii) differences between gas and NGLs volumes received from customers and gas and NGLs volumes delivered to those customers.
Marcellus Interest
The 33.75% interest in the Larry’s Creek, Seely, and Warrensville gas-gathering systems and related facilities located in northern Pennsylvania that we sold in April 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Mcf, MMcf, MMcf/d
Thousand cubic feet, million cubic feet, million cubic feet per day.
Meritage
Meritage Midstream Services II, LLC, which was acquired by the Partnership on October 13, 2023.
Mi Vida
Mi Vida JV LLC, in which we own a 50% interest.
MLP
Master limited partnership.
MMBtu
Million British thermal units.
Mont Belvieu JV
Enterprise EF78 LLC, in which we owned a 25% interest that we sold in February 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Natural-gas liquid(s) or NGL(s)
The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature.
Occidental
Occidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner.
Panola
Panola Pipeline Company, LLC, in which we owned a 15% interest that we sold in March 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Powder River Basin complex
The Hilight system and assets acquired from Meritage, which includes a gathering system, processing plants, and the Thunder Creek NGL pipeline.
Produced water
Byproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs.
RCF
WES Operating’s $2.0 billion senior unsecured revolving credit facility.
Red Bluff Express
Red Bluff Express Pipeline, LLC, in which we own a 30% interest.
Related parties
Occidental, the Partnership’s equity interests (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q), and the Partnership and WES Operating for transactions that eliminate upon consolidation.
4

Defined TermDefinition
Rendezvous
Rendezvous Gas Services, LLC, in which we own a 22% interest.
Residue
The natural gas remaining after the unprocessed natural-gas stream has been processed or treated.
Saddlehorn
Saddlehorn Pipeline Company, LLC, in which we owned a 20% interest that we sold in March 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
SEC
U.S. Securities and Exchange Commission.
Services Agreement
That certain amended and restated Services, Secondment, and Employee Transfer Agreement, dated as of December 31, 2019, between WES Operating GP and Occidental.
Skim oil
A crude-oil byproduct that is recovered during the produced-water gathering and disposal process.
Springfield system
The Springfield gas-gathering system and Springfield oil-gathering system.
TEG
Texas Express Gathering LLC, in which we own a 20% interest.
TEP
Texas Express Pipeline LLC, in which we own a 20% interest.
WES Operating
Western Midstream Operating, LP, formerly known as Western Gas Partners, LP, and its subsidiaries.
WES Operating GP
Western Midstream Operating GP, LLC, the general partner of WES Operating.
West Texas complex
The Delaware Basin Midstream complex and DBJV and Haley systems.
WGRAH
WGR Asset Holding Company LLC, a subsidiary of Occidental.
White Cliffs
White Cliffs Pipeline, LLC, in which we own a 10% interest.
Whitethorn LLC
Whitethorn Pipeline Company LLC, in which we owned a 20% interest that we sold in February 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
Whitethorn
A crude-oil and condensate pipeline, and related storage facilities, owned by Whitethorn LLC.
2025 Purchase Program
The $250.0 million buyback program ending December 31, 2026. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

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PART I. FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

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


Partners’ Capital
thousandsCommon
Units		General Partner
Units		Noncontrolling
Interests		Total
Balance at December 31, 2023$2,894,231 $3,193 $131,706 $3,029,130 
Net income (loss)559,500 13,330 13,386 586,216 
Distributions to Chipeta noncontrolling interest owner— — (1,085)(1,085)
Distributions to noncontrolling interest owner of WES Operating— — (4,591)(4,591)
Distributions to Partnership unitholders(218,228)(5,210)— (223,438)
Equity-based compensation expense
9,423 — — 9,423 
Other(19,364)— — (19,364)
Balance at March 31, 2024$3,225,562 $11,313 $139,416 $3,376,291 
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Three Months Ended 
March 31,
thousands20252024
Cash flows from operating activities
Net income (loss)$316,552 $586,216 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization170,460 157,991 
Long-lived asset and other impairments
3 23 
Non-cash equity-based compensation expense
8,248 9,423 
Deferred income taxes1,713 230 
Accretion and amortization of long-term obligations, net
2,202 2,190 
Equity income, net – related parties(20,435)(32,819)
Distributions from equity-investment earnings – related parties
23,337 29,304 
(Gain) loss on divestiture and other, net4,667 (239,617)
(Gain) loss on early extinguishment of debt— (524)
Other190 112 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net28,634 (53,714)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net(46,684)(100,383)
Change in other items, net41,906 41,276 
Net cash provided by operating activities530,793 399,708 
Cash flows from investing activities
Capital expenditures
(142,402)(193,789)
Acquisitions from third parties— (443)
Distributions from equity investments in excess of cumulative earnings – related parties11,007 19,033 
Proceeds from the sale of assets to third parties19 582,739 
(Increase) decrease in materials and supplies inventory and other(9,414)(10,691)
Net cash provided by (used in) investing activities
(140,790)396,849 
Cash flows from financing activities
Repayments of debt (663,831)(14,503)
Commercial paper borrowings (repayments), net
— (510,379)
Increase (decrease) in outstanding checks(113)766 
Distributions to Partnership unitholders (1)
(340,996)(223,438)
Distributions to Chipeta noncontrolling interest owner— (1,085)
Distributions to noncontrolling interest owner of WES Operating(6,949)(4,591)
Other(20,131)(20,868)
Net cash provided by (used in) financing activities(1,032,020)(774,098)
Net increase (decrease) in cash and cash equivalents(642,017)22,459 
Cash and cash equivalents at beginning of period1,090,464 272,787 
Cash and cash equivalents at end of period$448,447 $295,246 
Supplemental disclosures
Interest paid, net of capitalized interest$119,905 $130,885 
Accrued capital expenditures88,894 116,751 
_________________________________________________________________________________________
(1)Includes related-party amounts. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Three Months Ended 
March 31,
thousands 20252024
Revenues and other
Service revenues – fee based$823,197 $781,262 
Service revenues – product based59,252 66,740 
Product sales34,469 39,292 
Other198 435 
Total revenues and other (1)
917,116 887,729 
Equity income, net – related parties20,435 32,819 
Operating expenses
Cost of product41,492 46,079 
Operation and maintenance226,514 194,939 
General and administrative66,974 67,479 
Property and other taxes17,826 13,920 
Depreciation and amortization170,460 157,991 
Long-lived asset and other impairments
3 23 
Total operating expenses (2)
523,269 480,431 
Gain (loss) on divestiture and other, net(4,667)239,617 
Operating income (loss)409,615 679,734 
Interest expense(97,293)(94,506)
Gain (loss) on early extinguishment of debt— 524 
Other income (expense), net7,431 2,287 
Income (loss) before income taxes319,753 588,039 
Income tax expense (benefit)3,435 1,522 
Net income (loss)316,318 586,517 
Net income (loss) attributable to noncontrolling interest1,242 1,686 
Net income (loss) attributable to Western Midstream Operating, LP$315,076 $584,831 
________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $558.4 million and $499.8 million for the three months ended March 31, 2025 and 2024, respectively. See Note 6.
(2)Total operating expenses includes related-party amounts of $(10.6) million and $(24.7) million for the three months ended March 31, 2025 and 2024, respectively, all primarily related to changes in imbalance positions. See Note 6.

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


thousandsCommon
Units		Noncontrolling
Interest		Total
Balance at December 31, 2023$3,027,031 $25,323 $3,052,354 
Net income (loss)584,831 1,686 586,517 
Distributions to Chipeta noncontrolling interest owner— (1,085)(1,085)
Distributions to WES Operating unitholders(229,446)— (229,446)
Contributions of equity-based compensation from WES
9,278 — 9,278 
Balance at March 31, 2024$3,391,694 $25,924 $3,417,618 
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Three Months Ended 
March 31,
thousands20252024
Cash flows from operating activities
Net income (loss)$316,318 $586,517 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization170,460 157,991 
Long-lived asset and other impairments
3 23 
Non-cash equity-based compensation expense
8,144 9,278 
Deferred income taxes1,713 230 
Accretion and amortization of long-term obligations, net
2,202 2,190 
Equity income, net – related parties(20,435)(32,819)
Distributions from equity-investment earnings – related parties
23,337 29,304 
(Gain) loss on divestiture and other, net4,667 (239,617)
(Gain) loss on early extinguishment of debt— (524)
Other190 112 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net(9,486)(71,872)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net(30,834)(102,341)
Change in other items, net45,186 42,177 
Net cash provided by operating activities511,465 380,649 
Cash flows from investing activities
Capital expenditures
(142,402)(193,789)
Acquisitions from third parties— (443)
Distributions from equity investments in excess of cumulative earnings – related parties11,007 19,033 
Proceeds from the sale of assets to third parties19 582,739 
(Increase) decrease in materials and supplies inventory and other(9,414)(10,691)
Net cash provided by (used in) investing activities
(140,790)396,849 
Cash flows from financing activities
Repayments of debt (663,831)(14,503)
Commercial paper borrowings (repayments), net
— (510,379)
Increase (decrease) in outstanding checks(118)699 
Distributions to WES Operating unitholders (1)
(347,356)(229,446)
Distributions to Chipeta noncontrolling interest owner— (1,085)
Other(1,677)(1,504)
Net cash provided by (used in) financing activities(1,012,982)(756,218)
Net increase (decrease) in cash and cash equivalents(642,307)21,280 
Cash and cash equivalents at beginning of period1,084,446 268,184 
Cash and cash equivalents at end of period$442,139 $289,464 
Supplemental disclosures
Interest paid, net of capitalized interest$119,905 $130,885 
Accrued capital expenditures88,894 116,751 
________________________________________________________________________________________
(1)Includes related-party amounts. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

General. Western Midstream Partners, LP (the “Partnership”) is a Delaware master limited partnership formed in September 2012. Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream assets. The Partnership owns, directly and indirectly, a 98.0% limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non-economic general partner interest in WES Operating. In addition, Occidental owns the Partnership’s general partner and a 2.0% limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”).
For purposes of these consolidated financial statements, the Partnership refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and WES Operating for transactions with the Partnership that eliminate upon consolidation (see Note 6).
The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids (“NGLs”), and crude oil; and gathering and disposing of produced water. In its capacity as a natural-gas processor, the Partnership also buys and sells residue, NGLs, and condensate on behalf of itself and its customers under certain contracts. As of March 31, 2025, the Partnership’s assets and investments consisted of the following:
Wholly
Owned and
Operated		Operated
Interests		Equity
Interests
Gathering systems (1)
18 2 1 
Treating facilities43 3 — 
Processing plants/trains
27 3 1 
NGLs pipelines3 — 4 
Natural-gas pipelines
6 — 1 
Crude-oil pipelines
2 1 1 
_________________________________________________________________________________________
(1)Includes the DBM water systems.

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

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

Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling or other financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments. All significant intercompany transactions have been eliminated.
Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2024 Form 10-K, as filed with the SEC on February 26, 2025. Management believes that the disclosures made are adequate to make the information not misleading.
The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements. Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately. The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (iv) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (v) transactions between the Partnership and WES Operating that eliminate upon consolidation.

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

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

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

Segments. The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather and dispose of produced water in the United States.
Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” was adopted on December 31, 2024, using a retrospective approach with no impact to the consolidated financial statements; however, the adoption did result in additional disclosure. See Note 11.

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

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

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

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

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

Contract balances. Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets, were $666.9 million and $693.9 million as of March 31, 2025, and December 31, 2024, respectively.
Contract assets primarily relate to (i) revenue accrued but not yet billed under cost-of-service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed. The following table summarizes activity related to contract assets from contracts with customers:
thousands
Contract assets balance at December 31, 2024
$43,186 
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period(1,822)
Additional estimated revenues recognized2,055 
Contract assets balance at March 31, 2025
$43,419 
Contract assets at March 31, 2025
Other current assets$15,415 
Other assets28,004 
Total contract assets from contracts with customers$43,419 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Contract liabilities primarily relate to (i) fixed and variable fees under cost-of-service contracts that are received from customers for which revenue recognition is deferred, (ii) aid-in-construction payments received from customers that must be recognized over the expected period of customer benefit, and (iii) fees that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of customer benefit. The following table summarizes activity related to contract liabilities from contracts with customers:
thousands
Contract liabilities balance at December 31, 2024
$610,571 
Cash received or receivable, excluding revenues recognized during the period33,735 
Revenues recognized that were included in the contract liability balance at the beginning of the period(3,867)
Contract liabilities balance at March 31, 2025
$640,439 
Contract liabilities at March 31, 2025
Accrued liabilities$10,878 
Other liabilities629,561 
Total contract liabilities from contracts with customers$640,439 

Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2025, are presented in the table below. The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Therefore, the following table represents only a portion of expected future revenues from existing contracts, as most future revenues from customers are dependent on future variable customer volumes and, in some cases, variable commodity prices for those volumes.
thousands
Remainder of 2025$845,146 
20261,163,984 
20271,143,131 
2028959,144 
20291,459,072 
Thereafter1,769,243 
Total$7,339,720 

3. ACQUISITIONS AND DIVESTITURES

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

Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn. During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties: (i) the 25.00% interest in Enterprise EF78 LLC, (ii) the 20.00% interest in Whitethorn Pipeline Company LLC, (iii) the 15.00% interest in Panola Pipeline Company, LLC, and (iv) the 20.00% interest in Saddlehorn Pipeline Company, LLC. The combined proceeds received in the first quarter of 2024 of $588.6 million includes $5.9 million in pro-rata distributions through closing, resulting in a net gain on sale of $239.7 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. PARTNERSHIP DISTRIBUTIONS

Partnership distributions. The Partnership distributes all of its available cash, as defined in the partnership agreement, to unitholders of record on the applicable record date within 55 days following each quarter’s end.
The Board of Directors of the general partner (the “Board”) declared the following cash distributions to the Partnership’s unitholders for the periods presented:
thousands except per-unit amounts
Quarters Ended
Total Quarterly
Per-unit
Distribution		Total Quarterly
Cash Distribution		Distribution
Date		Record
Date
2024
March 31$0.875 $340,858 May 15, 2024May 1, 2024
June 300.875 340,859 August 14, 2024August 1, 2024
September 300.875 340,914 November 14, 2024November 1, 2024
December 310.875 340,996 February 14, 2025February 3, 2025
2025
March 31$0.910 $355,253 May 15, 2025May 2, 2025

WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGRAH, a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating. WES Operating made and/or declared the following cash distributions to its limited partners for the periods presented:
thousands
Quarters Ended
Total Quarterly
Cash Distribution		Distribution
Date
2024
March 31$347,675 May 2024
June 30347,675 August 2024
September 30347,356 November 2024
December 31347,356 February 2025
2025
March 31$363,290 May 2025

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. EQUITY AND PARTNERS’ CAPITAL

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

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

Partnership’s net income (loss) per common unit. The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted-average ownership percentage during each period using the two-class method.
The following table provides a reconciliation between basic and diluted net income (loss) per common unit:
 Three Months Ended 
March 31,
thousands except per-unit amounts20252024
Net income (loss)
Limited partners’ interest in net income (loss)$301,837 $559,500 
Weighted-average common units outstanding
Basic380,986 380,024 
Dilutive effect of non-vested phantom units1,508 1,604 
Diluted382,494 381,628 
Excluded due to anti-dilutive effect250 — 
Net income (loss) per common unit
Basic$0.79 $1.47 
Diluted$0.79 $1.47 

WES Operating’s net income (loss) per common unit. Net income (loss) per common unit for WES Operating is not calculated because it has no publicly traded units.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

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

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

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

Statements of cash flows
Three Months Ended 
March 31,
thousands20252024
Distributions from equity-investment earnings – related parties
$23,337 $29,304 
Distributions from equity investments in excess of cumulative earnings – related parties11,007 19,033 
Distributions to Partnership unitholders (1)
(152,899)(111,689)
Distributions to WES Operating unitholders (2)
(6,949)(4,591)
_________________________________________________________________________________________
(1)Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership. See Note 4 and Note 5.
(2)Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5.

The following tables summarize material related-party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements:
Statements of operations
 Three Months Ended 
March 31,
thousands20252024
General and administrative (1)
$1,537 $1,306 
_________________________________________________________________________________________
(1)Includes an intercompany service fee between the Partnership and WES Operating.

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

Statements of cash flows
Three Months Ended 
March 31,
thousands20252024
Distributions to WES Operating unitholders (1)
$(347,356)$(229,446)
_________________________________________________________________________________________
(1)Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5.

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

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

Gathering and processing agreements. The Partnership has significant gathering, treating, processing, stabilization, and produced-water disposal arrangements with affiliates of Occidental on most of its systems. While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market. Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 36% and 31% for the three months ended March 31, 2025 and 2024, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 91% and 89% for the three months ended March 31, 2025 and 2024, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was 80% and 77% for the three months ended March 31, 2025 and 2024, respectively.
The Partnership is currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost-of-service rates under an oil-gathering contract related to the Partnership’s DJ Basin oil-gathering system. If such discussions are resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non-cash charge to earnings.

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

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

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

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


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

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

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

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

7. EQUITY INVESTMENTS

The following table presents the financial statement impact of the Partnership’s equity investments:

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

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

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

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

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

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

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

WES Operating Senior Notes. WES Operating issued the 4.050% Senior Notes due 2030 and 5.250% Senior Notes due 2050 in January 2020. Including the effects of the issuance prices, underwriting discounts, and interest-rate adjustments, the effective interest rates of the Senior Notes due 2030 and 2050, were 4.169% and 5.363%, respectively, at March 31, 2025 and 2024. The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.
During the first quarter of 2025, WES Operating retired the total principal amount outstanding of the 3.100% Senior Notes due 2025 at par value (see Debt activity above). As of March 31, 2025, the 3.950% Senior Notes due 2025 were classified as short-term debt on the consolidated balance sheet.
During the third quarter of 2024, WES Operating completed the public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034. Net proceeds from the offering were used to repay a portion of the maturing 3.100% Senior Notes due 2025, will be used to repay a portion of 3.950% Senior Notes due 2025, and for general partnership purposes, including the funding of capital expenditures. In addition, during 2024, WES Operating purchased and retired $150.0 million of certain of its senior notes via open-market repurchases with cash from operations.
As of March 31, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. DEBT

Revolving credit facility. In April 2025, WES Operating exercised an option to extend the maturity date of the RCF from April 2029 to April 2030, for each extending lender. The non-extending lender’s commitments mature in April 2028 and represent $120.0 million out of $2.0 billion of total commitments, which is expandable to a maximum of $2.5 billion, from all lenders.
As of March 31, 2025, there were no outstanding borrowings, resulting in $2.0 billion in effective borrowing capacity under the RCF. Any outstanding commercial paper borrowings (see below) reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program. As of March 31, 2025 and 2024, the interest rate on any outstanding RCF borrowings was 5.62% and 6.63%, respectively. The facility-fee rate was 0.20% at March 31, 2025 and 2024. As of March 31, 2025, WES Operating was in compliance with all covenants under the RCF.

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

10. COMMITMENTS AND CONTINGENCIES

Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of March 31, 2025, and December 31, 2024, the consolidated balance sheets included $3.6 million and $4.0 million, respectively, of liabilities for remediation and reclamation obligations. The current portion of these amounts is included in Accrued liabilities, and the long-term portion of these amounts is included in Other liabilities. The majority of payments related to these obligations are expected to be made over the next year. See Note 8.

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. REPORTABLE SEGMENT

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

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


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

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

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

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion analyzes our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements, wherein WES Operating is fully consolidated, and which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements, and the notes thereto, which are included under Part II, Item 8 of the 2024 Form 10-K as filed with the SEC on February 26, 2025.
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of March 31, 2025 (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•our ability to pay distributions to our unitholders and the amount of such distributions;
•our assumptions about the energy market;
•future throughput (including Occidental production) that is gathered or processed by, or transported through, our assets;
•our operating results;
•competitive conditions;
•technology;
•the availability of capital resources to fund acquisitions, capital expenditures, and other contractual obligations, and our ability to access financing through the debt or equity capital markets;
•the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services;
•commodity-price risks inherent in percent-of-proceeds, percent-of-product, keep-whole, and fixed-recovery processing contracts;
•weather and natural disasters;
•inflation;
•the availability of goods and services;
•general economic conditions, internationally, domestically, or in the jurisdictions in which we are doing business;
•federal, state, and local laws and state-approved voter ballot initiatives, including those laws or ballot initiatives that limit producers’ hydraulic-fracturing activities or other oil and natural-gas development or operations;
•environmental liabilities;
•legislative or regulatory changes, including changes affecting our status as a partnership for federal income tax purposes;
•changes in the financial or operational condition of Occidental;
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•the creditworthiness of Occidental or our other counterparties, including financial institutions, operating partners, and other parties;
•changes in Occidental’s capital program, corporate strategy, or other desired areas of focus;
•our commitments to capital projects;
•our ability to access liquidity under the RCF and commercial paper program;
•our ability to repay debt;
•the resolution of litigation or other disputes;
•conflicts of interest among us and our general partner and its related parties, including Occidental, with respect to, among other things, the allocation of capital and operational and administrative costs, and our future business opportunities;
•our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;
•our ability to acquire assets on acceptable terms from third parties;
•non-payment or non-performance of significant customers, including under gathering, processing, transportation, and disposal agreements;
•the timing, amount, and terms of future issuances of equity and debt securities;
•the outcome of pending and future regulatory, legislative, or other proceedings or investigations, and continued or additional disruptions in operations that may occur as we and our customers comply with any regulatory orders or other state or local changes in laws or regulations;
•cyber-attacks or security breaches; and
•other factors discussed below, in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the 2024 Form 10-K, in our quarterly reports on Form 10-Q, and in our other public filings and press releases.

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

We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering and disposing of produced water. In our capacity as a natural-gas processor, we also buy and sell residue, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming). As of March 31, 2025, our assets and investments consisted of the following:
Wholly
Owned and
Operated		Operated
Interests		Equity
Interests
Gathering systems (1)
18 2 1 
Treating facilities43 3 — 
Processing plants/trains
27 3 1 
NGLs pipelines3 — 4 
Natural-gas pipelines
6 — 1 
Crude-oil pipelines
2 1 1 
_________________________________________________________________________________________
(1)Includes the DBM water systems.

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

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

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The following table provides additional information on throughput for the periods presented below:
Three Months Ended
March 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin1,975 1,973 — %1,761 12 %
DJ Basin1,404 1,502 (7)%1,372 2 %
Powder River Basin463 488 (5)%406 14 %
Equity investments550 550 — %508 8 %
Other899 881 2 %1,117 (20)%
Total throughput for natural-gas assets
5,291 5,394 (2)%5,164 2 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin256 260 (2)%225 14 %
DJ Basin94 102 (8)%87 8 %
Powder River Basin25 27 (7)%23 9 %
Equity investments103 121 (15)%202 (49)%
Other36 34 6 %39 (8)%
Total throughput for crude-oil and NGLs assets
514 544 (6)%576 (11)%
Throughput for produced-water assets (MBbls/d)
Delaware Basin1,190 1,216 (2)%1,149 4 %
Total throughput for produced-water assets
1,190 1,216 (2)%1,149 4 %
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OUTLOOK

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

Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted negatively by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can reduce the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. The New York Mercantile Exchange (“NYMEX”) West Texas Intermediate crude-oil daily settlement prices during 2024, ranged from a low of $65.75 per barrel in September 2024 to a high of $86.91 per barrel in April 2024, and prices during the three months ended March 31, 2025, ranged from a low of $66.03 per barrel in March 2025 to a high of $80.04 per barrel in January 2025. The Waha Hub natural-gas prices during 2024, ranged from a low of ($6.23) per MMBtu in August 2024 to a high of $8.27 per MMBtu in January 2024, and prices during the three months ended March 31, 2025, ranged from a low of ($1.12) per MMBtu in March 2025 to a high of $7.50 per MMBtu in January 2025. The extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.
Additionally, even in favorable commodity-price environments, our customers face operational challenges such as severe weather disruptions, oil and gas takeaway constraints, produced water recycling and disposal limitations, seismicity concerns, new regulatory requirements, and optimizing large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can significantly impact the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.

Impact of inflation. High inflation in the U.S. has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, raising operating costs and capital expenditures. Additionally, the Trump administration has imposed significant import tariffs, including on imports of steel and aluminum, and may impose further tariffs on other U.S. trading partners. These tariffs could substantially increase our operating and capital costs. While future inflation and tariff impacts are uncertain, higher operating and capital costs could materially and negatively affect financial results. To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees.

Impact of interest rates. Interest rates can be volatile, affecting our interest expense on RCF and commercial paper borrowings. Future increased interest rates would likely result in additional increases in financing costs. As with other yield-oriented securities, our unit price could be impacted by our implied distribution yield relative to market interest rates. Therefore, changes in interest rates may affect investor yield requirements. A rising interest-rate environment could have an adverse impact on our unit price and ability to issue equity to make acquisitions, to reduce debt, or for other purposes. However, we expect our cost of capital to remain competitive, as our peers face similar interest-rate dynamics.

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ACQUISITIONS AND DIVESTITURES

During the second quarter of 2024, we closed on the sale of our 33.75% interest in the Marcellus Interest systems. During the first quarter of 2024, we closed on the sale of the following equity investments to third parties: (i) the 25.00% interest in Mont Belvieu JV, (ii) the 20.00% interest in Whitethorn LLC, (iii) the 15.00% interest in Panola, and (iv) the 20.00% interest in Saddlehorn. See Note 3—Acquisitions and Divestitures under Part I, Item 1 of this Form 10-Q.

RESULTS OF OPERATIONS

OPERATING RESULTS

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

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2025, to the three months ended December 31, 2024, or to the three months ended March 31, 2024, as applicable.
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Throughput
Three Months Ended
March 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation371 380 (2)%606 (39)%
Processing4,370 4,464 (2)%4,050 8 %
Equity investments (1)
550 550 — %508 8 %
Total throughput5,291 5,394 (2)%5,164 2 %
Throughput attributable to noncontrolling interests (2)
181 181 — %174 4 %
Total throughput attributable to WES for natural-gas assets
5,110 5,213 (2)%4,990 2 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation411 423 (3)%374 10 %
Equity investments (1)
103 121 (15)%202 (49)%
Total throughput514 544 (6)%576 (11)%
Throughput attributable to noncontrolling interests (2)
11 10 10 %11 — %
Total throughput attributable to WES for crude-oil and NGLs assets
503 534 (6)%565 (11)%
Throughput for produced-water assets (MBbls/d)
Gathering and disposal1,190 1,216 (2)%1,149 4 %
Throughput attributable to noncontrolling interests (2)
24 25 (4)%23 4 %
Total throughput attributable to WES for produced-water assets
1,166 1,191 (2)%1,126 4 %
_________________________________________________________________________________________
(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.
(2)Includes (i) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary and (ii) for natural-gas assets, the 25% third-party interest in Chipeta, which collectively represent WES’s noncontrolling interests.

Natural-gas assets
Total throughput attributable to WES for natural-gas assets decreased by 103 MMcf/d compared to the three months ended December 31, 2024, primarily due to lower volumes at the DJ Basin and Powder River Basin complexes due to decreased production in the areas. These decreases were offset partially by higher volumes at the Brasada complex due to increased plant capacity beginning in January 2025.
Total throughput attributable to WES for natural-gas assets increased by 120 MMcf/d compared to the three months ended March 31, 2024, primarily due to (i) higher volumes at the West Texas, DJ Basin, and Powder River Basin complexes due to increased production in the areas, and (ii) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline beginning in November 2024. These increases were offset partially due to (i) lower volumes at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024, (ii) lower volumes at the Springfield gas-gathering system and Granger complex due to decreased production in the areas, and (iii) lower volumes at the MIGC system due to certain temporary customer constraints.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Income Tax Expense (Benefit)

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

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

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

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


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Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted Gross Margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Free Cash Flow is net cash provided by operating activities. Our non-GAAP financial measures (i) should not be considered as alternatives to the comparable GAAP measures or any other measure of financial performance presented in accordance with GAAP, (ii) have important limitations as analytical tools because they exclude some, but not all, items that affect the comparable GAAP measures, (iii) should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, and (iv) may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.
Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.
The following tables present reconciliations of the GAAP measure to our non-GAAP measures:
Three Months Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Reconciliation of Gross margin to Adjusted Gross Margin
Total revenues and other$917,116 $928,503 $887,729 
Less:
Cost of product41,492 39,315 46,079 
Depreciation and amortization170,460 162,990 157,991 
Gross margin705,164 726,198 683,659 
Add:
Distributions from equity investments34,344 31,585 48,337 
Depreciation and amortization170,460 162,990 157,991 
Less:
Reimbursed electricity-related charges recorded as revenues29,004 31,834 24,695 
Adjusted Gross Margin attributable to noncontrolling interests (1)
20,181 20,542 20,240 
Adjusted Gross Margin
$860,783 $868,397 $845,052 
_________________________________________________________________________________________
(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.

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To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted Gross Margin for natural-gas assets, per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets, and per-Bbl Adjusted Gross Margin for produced-water assets.
Three Months Ended
thousands except per-unit amountsMarch 31, 2025December 31, 2024March 31, 2024
Gross margin
Gross margin for natural-gas assets (1)
$527,144 $534,452 $511,584 
Gross margin for crude-oil and NGLs assets (1)
101,275 108,259 93,578 
Gross margin for produced-water assets (1)
84,576 91,219 85,041 
Per-Mcf Gross margin for natural-gas assets (2)
1.11 1.08 1.09 
Per-Bbl Gross margin for crude-oil and NGLs assets (2)
2.19 2.16 1.78 
Per-Bbl Gross margin for produced-water assets (2)
0.79 0.82 0.81 
Adjusted Gross Margin
Adjusted Gross Margin for natural-gas assets
$618,452 $616,373 $597,163 
Adjusted Gross Margin for crude-oil and NGLs assets
143,475 147,060 150,269 
Adjusted Gross Margin for produced-water assets
98,856 104,964 97,620 
Per-Mcf Adjusted Gross Margin for natural-gas assets (3)
1.34 1.29 1.32 
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (3)
3.17 3.00 2.92 
Per-Bbl Adjusted Gross Margin for produced-water assets (3)
0.94 0.96 0.95 
_________________________________________________________________________________________
(1)Excludes corporate-level depreciation and amortization.
(2)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
(3)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

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Three Months Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)$316,552 $341,580 $586,216 
Add:
Distributions from equity investments34,344 31,585 48,337 
Non-cash equity-based compensation expense
8,248 9,421 9,423 
Interest expense97,293 99,336 94,506 
Income tax expense3,435 444 1,522 
Depreciation and amortization170,460 162,990 157,991 
Long-lived asset and other impairments
3 2 23 
Other expense190 9 112 
Less:
Gain (loss) on divestiture and other, net(4,667)(2,655)239,617 
Gain (loss) on early extinguishment of debt— — 524 
Equity income, net – related parties20,435 28,158 32,819 
Other income7,477 15,617 2,346 
Adjusted EBITDA attributable to noncontrolling interests (1)
13,708 13,548 14,415 
Adjusted EBITDA$593,572 $590,699 $608,409 
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$530,793 $554,446 $399,708 
Interest (income) expense, net97,293 99,336 94,506 
Accretion and amortization of long-term obligations, net
(2,202)(2,354)(2,190)
Current income tax expense (benefit)1,722 411 1,292 
Other (income) expense, net(7,477)(15,617)(2,346)
Distributions from equity investments in excess of cumulative earnings – related parties11,007 3,290 19,033 
Changes in assets and liabilities:
Accounts receivable, net(28,634)30,203 53,714 
Accounts and imbalance payables and accrued liabilities, net46,684 (56,949)100,383 
Other items, net(41,906)(8,519)(41,276)
Adjusted EBITDA attributable to noncontrolling interests (1)
(13,708)(13,548)(14,415)
Adjusted EBITDA$593,572 $590,699 $608,409 
Cash flow information
Net cash provided by operating activities$530,793 $554,446 $399,708 
Net cash provided by (used in) investing activities
(140,790)(230,321)396,849 
Net cash provided by (used in) financing activities(1,032,020)(358,398)(774,098)
_________________________________________________________________________________________
(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.

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Three Months Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Reconciliation of Net cash provided by operating activities to Free Cash Flow
Net cash provided by operating activities$530,793 $554,446 $399,708 
Less:
Capital expenditures142,402 238,769 193,789 
Contributions to equity investments – related parties— 9,690 — 
Add:
Distributions from equity investments in excess of cumulative earnings – related parties11,007 3,290 19,033 
Free Cash Flow
$399,398 $309,277 $224,952 
Cash flow information
Net cash provided by operating activities$530,793 $554,446 $399,708 
Net cash provided by (used in) investing activities
(140,790)(230,321)396,849 
Net cash provided by (used in) financing activities(1,032,020)(358,398)(774,098)

Gross margin. Refer to Operating Results within this Item 2 for a discussion of the components of Gross margin as compared to the prior periods, including Revenues, Cost of Product (Natural-gas purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).
Gross margin decreased by $21.0 million compared to the three months ended December 31, 2024, due to (i) an $11.4 million decrease in total revenues and other, (ii) a $7.5 million increase in depreciation and amortization, and (iii) a $2.2 million increase in cost of product.
Gross margin increased by $21.5 million compared to the three months ended March 31, 2024, primarily due to (i) a $29.4 million increase in total revenues and other and (ii) a $4.6 million decrease in cost of product. These amounts were offset partially by a $12.5 million increase in depreciation and amortization.

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

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

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KEY PERFORMANCE METRICS
Three Months Ended
thousands except percentages and per-unit amountsMarch 31, 2025December 31, 2024Inc/
(Dec)		March 31, 2024Inc/
(Dec)
Adjusted Gross Margin
$860,783 $868,397 (1)%$845,052 2 %
Per-Mcf Adjusted Gross Margin for natural-gas assets (1)
1.34 1.29 4 %1.32 2 %
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (1)
3.17 3.00 6 %2.92 9 %
Per-Bbl Adjusted Gross Margin for produced-water assets (1)
0.94 0.96 (2)%0.95 (1)%
Adjusted EBITDA593,572 590,699 — %608,409 (2)%
Free cash flow399,398 309,277 29 %224,952 78 %
_________________________________________________________________________________________
(1)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

Adjusted Gross Margin.

Adjusted Gross Margin decreased by $7.6 million compared to the three months ended December 31, 2024, primarily due to (i) decreased throughput, partially offset by increased deficiency fees at the DJ Basin complex, (ii) decreased throughput and annual cumulative catch-up adjustments for cost-of-service changes that increased revenue during the fourth quarter of 2024 at the DJ Basin oil and Springfield systems, and (iii) decreased throughput and an amendment to contract terms effective January 1, 2025, at the DBM water systems. These decreases were offset partially by increased product recoveries and increased average prices at the West Texas complex.
Adjusted Gross Margin increased by $15.7 million compared to the three months ended March 31, 2024, primarily due to (i) increased throughput at the West Texas and Powder River Basin complexes and (ii) increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2025, at the DBM oil system. These increases were offset partially by (i) the sale of our interests in the Marcellus Interest systems, Saddlehorn, and Mont Belvieu JV during 2024, and (ii) a contract change effective during the first quarter of 2024 at the Granger complex.
Per-Mcf Adjusted Gross Margin for natural-gas assets increased by $0.05 compared to the three months ended December 31, 2024, primarily due to increased product recoveries and increased average prices at the West Texas complex.
Per-Mcf Adjusted gross margin for natural-gas assets increased by $0.02 compared to the three months ended March 31, 2024, primarily due to (i) increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, and (ii) the sale of our interest in the Marcellus Interest systems in the second quarter of 2024, which had a lower-than-average per-Mcf margin compared to our other natural-gas assets.
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets increased by $0.17 compared to the three months ended December 31, 2024, primarily due to (i) increased distributions at FRP and (ii) decreased throughput at TEP, which had a lower-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets. These increases were offset partially by a decrease resulting from an annual cumulative catch-up adjustment for cost-of-service changes that increased revenue during the fourth quarter of 2024 at the DJ Basin oil system.
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets increased by $0.25 compared to the three months ended March 31, 2024, primarily due to (i) the sale of our interests in Saddlehorn and Mont Belvieu JV in the first quarter of 2024 and decreased throughput at TEP, all of which had lower-than-average per-Bbl margins as compared to our other crude oil and NGLs assets, and (ii) increased distributions at FRP. These increases were offset partially by decreased revenues associated with demand volumes, partially offset by increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2025, at the DJ Basin oil system.
Per-Bbl Adjusted Gross Margin for produced-water assets decreased by $0.02 compared to the three months ended December 31, 2024, primarily due to a change in contract terms effective January 1, 2025, and decreased throughput.

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

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

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include equity and debt service, operating expenses, acquisitions, and capital expenditures. Our sources of liquidity, as of March 31, 2025, included cash and cash equivalents, cash flows generated from operations, effective borrowing capacity under the RCF, our commercial paper program, and potential issuances of additional equity or debt securities. We believe that cash flows generated from these sources will be sufficient to satisfy our short-term working-capital requirements and long-term capital-expenditure and debt-service requirements.
The amount of future distributions to unitholders will be determined by the Board on a quarterly basis. We distribute all our available cash, as defined in our partnership agreement, within 55 days following each quarter’s end. The Board declared a cash distribution to unitholders for the first quarter of 2025 of $0.910 per unit, or $355.3 million in the aggregate. The cash distribution is payable on May 15, 2025, to our unitholders of record at the close of business on May 2, 2025.
In February 2025, the Board authorized a buyback program of up to $250.0 million of our common units through December 31, 2026 (the “2025 Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to acquire any common units and the program may be suspended or discontinued at our discretion without prior notice.
Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open-market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors, and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part II, Item 1A of this Form 10-Q.

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Working capital. Working capital is an indication of liquidity and potential needs for short-term funding. Working capital requirements are driven by changes in accounts receivable and accounts payable and other factors such as credit extended to, and the timing of collections from, our customers, and the level and timing of our spending for acquisitions, maintenance, and other capital activities. As of March 31, 2025, we had a $179.0 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. As of March 31, 2025, there was $2.0 billion in effective borrowing capacity under the RCF. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program. See Note 8—Selected Components of Working Capital and Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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

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

Operating activities. Net cash provided by operating activities increased for the three months ended March 31, 2025, primarily due to the impact of changes in assets and liabilities, partially offset by lower distributions from equity-investment earnings, higher interest expense and lower cash operating income. Refer to Operating Results within this Item 2 for a discussion of our results of operations as compared to the prior periods.

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

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

Debt and credit facilities. As of March 31, 2025, the carrying value of outstanding debt was $7.3 billion. In addition, we have $336.8 million in senior note borrowings due within the next year and, as of March 31, 2025, we have $2.0 billion in effective borrowing capacity under WES Operating’s $2.0 billion RCF. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program.
During the three months ended March 31, 2025, WES Operating (i) retired the 3.100% Senior Notes due 2025 on the maturity date of February 3, 2025, for $663.8 million. As of March 31, 2025, the 3.950% Senior Notes due 2025 were classified as short-term debt on the consolidated balance sheet. WES Operating intends to repay the 3.950% Senior Notes due 2025 at or prior to maturity with cash on hand, including proceeds received from the 2024 public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034.
For additional information on our senior notes, RCF, and commercial paper program, see Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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

ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING

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

Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:
Three Months Ended
thousandsMarch 31, 2025December 31, 2024March 31, 2024
Net income (loss) attributable to WES$309,007 $333,613 $572,830 
Limited partner interest in WES Operating not held by WES (1)
6,303 6,806 11,700 
General and administrative expenses (2)
(188)(126)360 
Other income (expense), net(46)(58)(59)
Income taxes— 8 — 
Net income (loss) attributable to WES Operating$315,076 $340,243 $584,831 
_________________________________________________________________________________________
(1)Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES. A subsidiary of Occidental held a 2.0% limited partner interest in WES Operating for all periods presented.
(2)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.

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Reconciliation of net cash provided by (used in) operating and financing activities. The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows:
Three Months Ended 
March 31,
thousands20252024
WES net cash provided by operating activities$530,793 $399,708 
General and administrative expenses (1)
(188)360 
Non-cash equity-based compensation expense
(104)(145)
Changes in working capital(18,990)(19,215)
Other income (expense), net(46)(59)
WES Operating net cash provided by operating activities$511,465 $380,649 
WES net cash provided by (used in) financing activities$(1,032,020)$(774,098)
Distributions to WES unitholders (2)
340,996 223,438 
Distributions to WES from WES Operating (3)
(340,407)(224,855)
Increase (decrease) in outstanding checks(5)(67)
Other18,454 19,364 
WES Operating net cash provided by (used in) financing activities$(1,012,982)$(756,218)
_________________________________________________________________________________________
(1)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.
(2)Represents distributions to WES common unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(3)Difference attributable to elimination in consolidation of WES Operating’s distributions on partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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

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

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recognized during the periods reported. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

RECENT ACCOUNTING DEVELOPMENTS

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity-price risk. There have been no significant changes to our commodity-price risk discussion from the disclosure set forth under Part II, Item 7A in our Form 10-K for the year ended December 31, 2024, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q.
For the three months ended March 31, 2025, 96% of our wellhead natural-gas volume (excluding equity investments) and 100% of our crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances.

Interest-rate risk. The Federal Open Market Committee lowered its target range for the federal funds rate three times in 2024, and the target range has remained static during the three months ended March 31, 2025. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of March 31, 2025, WES Operating had (i) no outstanding borrowings under the RCF that bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate at WES Operating’s option and (ii) no outstanding commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at March 31, 2025, it would impact the fair value of the senior notes.
Additional short-term or variable-rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances.

Item 4. Controls and Procedures

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

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We have elected to use a $1.0 million threshold for disclosing certain proceedings arising under federal, state, or local environmental laws when a government authority is a party and potential monetary sanctions are involved. We believe proceedings under this threshold are not material to our business and financial proceedings.
We are not a party to any legal, regulatory, or administrative proceedings other than proceedings arising in the ordinary course of business. Management believes that there are no such proceedings for which a final disposition could have a material adverse effect on results of operations, cash flows, or financial condition, or for which disclosure is otherwise required by Item 103 of Regulation S-K.
    
Item 1A. Risk Factors

Security holders and potential investors in our securities should carefully consider the risk factors set forth under Part I, Item 1A in our Form 10-K for the year ended December 31, 2024, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management.

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

The following table sets forth information with respect to repurchases made by WES of its common units in the open market or in privately negotiated transactions under the 2025 Purchase Program during the first quarter of 2025:
PeriodTotal number of units purchasedAverage price paid per unit
Total number of units purchased as part of publicly announced plans or programs (1)
Approximate dollar value of units that may yet be purchased under the plans or programs (1)
January 1-31, 2025— $— — $— 
February 1-28, 2025— — — 250,000,000 
March 1-31, 2025— — — 250,000,000 
Total— — — 
______________________________________________________________________________________
(1)In 2025, the Board authorized WES to buy back up to $250.0 million of our common units through December 31, 2026. See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional details.

Item 5. Other Information

Insider Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended March 31, 2025, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).


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Appointment of Independent Director

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

Item 6.  Exhibits

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

Exhibit Index
Exhibit
Number		Description
#2.1
3.1
3.2
3.3
3.4
3.5
3.6
3.7
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Exhibit
Number		Description
3.8
3.9
3.10
3.11
3.12
3.13
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
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Exhibit
Number		Description
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
*
10.
1
*
10.
2
*31.1
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Exhibit
Number		Description
*31.2
*31.3
*31.4
**32.1
**32.2
*101.INSXBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
*101.SCHInline XBRL Schema Document
*101.CALInline XBRL Calculation Linkbase Document
*101.DEFInline XBRL Definition Linkbase Document
*101.LABInline XBRL Label Linkbase Document
*101.PREInline XBRL Presentation Linkbase Document
*104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________________________________________________________________
#Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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SIGNATURES

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

WESTERN MIDSTREAM PARTNERS, LP
May 7, 2025
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
May 7, 2025
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
WESTERN MIDSTREAM OPERATING, LP
May 7, 2025
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
May 7, 2025
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
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EXHIBIT 10.1

Execution Version
RETIREMENT AGREEMENT AND
GENERAL RELEASE

This Retirement Agreement and General Release (“Agreement”) is entered into by and between Western Midstream Partners, LP (the “Company”) and Robert W. Bourne (the “Employee”). The Company, Western Midstream Services, LLC and their respective affiliates are collectively the “Company Group.”

1.    Transition Period; Retirement from Employment. The Employee hereby acknowledges that he will no longer serve in the capacity of officer or director of any member of the Company Group, effective at the close of business on February 18, 2025 (the “Transition Date”). From the Transition Date through the close of business on March 3, 2025 (the “Transition Period”), the Employee will remain employed by the Company in the role of advisor. During the Transition Period, the Employee will report to the Chief Executive Officer of the Company (the “CEO”) and will carry out such duties and responsibilities as are reasonably requested by the CEO, including those deemed reasonably necessary by the CEO to transition the Employee’s responsibilities. The Employee’s employment with the Company will terminate by reason of his retirement at the close of business on March 3, 2025, or such earlier date as designated by the Company (the “Retirement Date”).

2.    Payments and Accruals During the Transition Period. If the Employee timely executes this Agreement and remains an employee of the Company during the Transition Period, he will (a) continue to receive his current base salary during the Transition Period, and (b) be eligible to receive his annual bonus, without proration, under the Annual Incentive Plan in respect of the year 2024. The annual bonus in respect of calendar year 2024 will be payable, if earned, in 2025 at the time bonus amounts are payable to other employees of the Company Group and will be in lieu of any other amount payable to the Employee under the Annual Incentive Plan in respect of calendar year 2024. The Employee’s participation in and rights under any Company Group employee benefit plans and programs during the Transition Period will be governed by the terms and conditions of those plans and programs, except that benefit accruals under the Company’s paid time off policy will cease on the Transition Date.

3.    Consulting Service

(a)    Provided that the Employee remains in employment in accordance with this Agreement until the Retirement Date, or is terminated without Cause as defined in the Award Agreements issued along with this Agreement, and to the extent the Employee remains in compliance with this Agreement during all applicable periods thereafter, the Company and the Employee agree that: (i) immediately following the Retirement Date, the Employee shall be engaged by the Company as a consultant for a six (6)-month period beginning March 4, 2025 (the “Consulting Period”); and (ii) the Employee shall receive a consulting fee at the monthly
1

rate of $77,250.00, payable on a monthly basis and reported on a Form 1099 to the Employee (the “Consulting Fee”).

(b)    During the Consulting Period, the Employee shall perform such knowledge transfer and strategic consulting services as the Company may reasonably request from time to time, it being understood that the average level of services performed by the Employee during the Consulting Period is anticipated to comprise less than twenty percent (20%) of the average level of services performed by the Employee for the benefit of the Company during the thirty-six (36)-month period preceding the Retirement Date. Further, the Employee agrees that, during the Consulting Period, the Employee (i) shall refrain from directly or indirectly contacting any employee, consultant, existing or prospective customer, existing or prospective vendor, counterparty, or other third-party in relation to the business or affairs of the Company Group, (ii) shall not have any authority to bind any member of the Company Group, and (iii) shall not attend the Company Group’s offices or access or use its facilities or systems except as may be requested by the Company.

(c)    If (i) the Employee engages in conduct during the Consulting Period, or if the Company discovers conduct occurring prior to the Consulting Period, that, in either case, amounts to or would have amounted to a material breach of this Agreement, (ii) the Employee fails to deliver the Confirming Release (as defined herein) within the time period specified therein, or (iii) the Employee revokes the Confirming Release within the time period specified therein, then the Company will be entitled to terminate the Consulting Period without further obligation to the Employee other than payment of the applicable monthly Consulting Fee on a pro-rated basis through the date of termination. If the Employee refuses to provide consulting services as requested or otherwise terminates the Consulting Period, the Company will have no further obligation to the Employee other than payment of the applicable monthly Consulting Fee on a pro-rated basis through the date of termination.

(d)    The Employee’s relationship with the Company during the Consulting Period will be that of an independent contractor, and, during his consulting service and except as expressly provided in Section 4(b)(ii) of this Agreement, the Employee will not be entitled to any of the benefits that the Company Group may make available to its employees, including but not limited to group health insurance, life insurance, profit sharing, retirement benefits, paid vacation, holidays or sick leave, or workers’ compensation insurance. During the Consulting Period, the Employee will be responsible to supply his own equipment, including telecommunications equipment, and shall not be entitled to any reimbursement of business expenses. No part of the Consulting Fee will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes, all of which will be the Employee’s responsibility.

4.    Retirement; Conditions for Retirement Benefits.

(a)    The Employee will receive certain retirement payments, including the benefits described in subpart (b) below and listed in the Schedule of Benefits that is attached as Exhibit A; provided that the Employee (i) signs and returns this Agreement to the Company within twenty-one (21) calendar days after his receipt thereof; (ii) signs and returns the
2

Supplemental Release Agreement that is attached as Exhibit B (the “Confirming Release”) no earlier than the Retirement Date and within twenty-one (21) calendar days after the Retirement Date; (iii) does not revoke the executed Agreement and Confirming Release; and (iv) complies with the terms of this Agreement and the Confirming Release. The payments and other benefits provided for under this Agreement provide the Employee with valuable consideration and, absent the Employee meeting the requirements in (i)-(iv) of this Section, the Employee would not otherwise be legally entitled to receive such payments and benefits as a result of the Employee’s employment with the Company Group or the termination of such employment. The Employee understands and agrees that his eligibility for any such payments and other benefits are expressly conditioned upon the Employee’s signing of and compliance with the terms of this Agreement and the Confirming Release, including compliance with Sections 11 and 12 of this Agreement. Should the Employee commit a material breach of any term(s) of this Agreement or the Confirming Release following the Retirement Date, including Sections 11 and 12 of this Agreement, the Employee will not receive any further payments from the Company under this Agreement and shall be obligated to immediately repay to the Company any and all amounts paid under Section 4(b)(iii) of this Agreement. For the avoidance of doubt, this subpart (a) does not limit the Company’s right to recover damages or obtain any other legal or equitable relief to which it may be entitled by law or equity.

(b)    Subject to meeting the conditions set forth in subpart (a) above, the Company shall pay or provide to the Employee the benefits described below and listed in the Schedule of Benefits that is attached as Exhibit A.

(i)    Annual Bonus. In accordance with Section 2 of this Agreement, the Employee shall be entitled to earn his annual bonus, without proration, under the Annual Incentive Plan in respect of calendar year 2024, which shall be payable, if earned, in 2025 at the same time bonuses under the Annual Incentive Plan are paid to other senior executives of the Company, with any adjustments to reflect Company performance in accordance with the Annual Incentive Plan. In addition, the Employee shall be entitled to receive the pro rata portion of his target annual bonus amount under the Annual Incentive Plan in respect of calendar year 2025 with (i) such target amount being based on his position with the Company immediately prior Transition Period, and (ii) such proration being based on the number of days the Employee was employed with the Company from the first date of the Annual Incentive Plan year through the Retirement Date over 365. Such prorated target bonus amount will be payable within sixty (60) days of the Retirement Date.

(ii)    Welfare Benefits. For a twenty-four (24)-month period beginning on the Retirement Date, the Employee shall be entitled to continued participation in the basic life, medical and dental plans in which the Employee participated immediately prior to the Retirement Date at the same rates and levels in accordance with the terms of such plans (“Continued Benefits”); provided that the Employee’s continued participation is possible under the general terms and provisions of such plans as then in effect and applicable law. If the Employee’s continued participation in any such plan is barred due to the eligibility and participation requirements of such plans as then in effect or applicable law, the Company shall use commercially reasonable efforts to arrange to
3

provide benefits substantially similar to those to which the Employee was entitled to receive under such plans prior to the Retirement Date, and in such event, appropriate adjustments shall be made so that the after-tax value thereof to the Employee is similar to the after-tax value of the benefit plan in which participation is barred. The Continued Benefits shall be subject to the application of any Medicare or other coordination of benefits provisions under the applicable medical and welfare benefit plan. Furthermore, the Continued Benefits are contractual only and are not to be considered a continuation of coverage as provided under COBRA (as defined herein).

(iii)    Long-Term Incentive Awards. Outstanding awards held by the Employee as of the Transition Date under any equity incentive plan maintained by the Company Group on the Transition Date shall become vested or remain eligible to vest, as applicable, upon the Retirement Date as follows: (a) with respect to time-based awards, a pro-rated portion of the awards shall vest on the Retirement Date as set forth in the applicable award agreement in the event of a retirement thereunder; and (b) with respect to performance-based awards, the award shall remain eligible to vest, without proration, based on the achievement of any performance conditions determined as set forth in the applicable award agreement (or, if no such treatment is provided, the performance conditions shall be based upon actual performance as determined by the Board of Directors of the Company). In addition, the Employee shall be entitled to receive an annual grant of awards under the then-applicable equity incentive plan of the Company in respect of calendar year 2025 with the target amount of such annual grant and the allocation of such grant between time-based and performance-based awards being set forth in Exhibit A. Such 2025 awards shall remain eligible to vest during periods on and after the Retirement Date as follows: (i) with respect to time-based awards, the award shall vest on the dates set forth in the applicable award agreement; and (ii) with respect to performance-based awards, the award shall remain eligible to vest mutatis mutandis in accordance with clause (b) above. The number of units subject to the 2025 time-based award shall be based on the following: (A) $500,000 divided by the closing price of a unit on the date of grant, plus (B) 39,357 units, which 39,357 figure is based on (x) the total number of unvested units (40,698) with respect to the time-based awards described in clause (a) above, minus (y) the number of units (1,341) that are subject to pro-rata vesting in accordance with clause (a) above. For the avoidance of doubt, the Employee shall remain eligible to receive all DERs (as such term is defined in the applicable award agreements that are subject to this paragraph) with respect to the awards or portions thereof that remain eligible to vest pursuant to the forgoing.

(iv)    Non-Qualified Deferred Compensation Plan. The company shall make the employer contribution to the Western Midstream Services LLC Non-Qualified Deferred Compensation Plan on behalf of the Employee for the 2024 plan year.

5.    Final Paycheck, Business Expenses, and Employee Benefits. If the Employee signs this Agreement and remains an employee of the Company during the Transition Period, the Employee will be paid the Employee’s final paycheck for the Employee’s employment services through the Retirement Date, and for the Employee’s earned and unused paid time off in accordance with the applicable paid time off policy through the Transition Date.
4

The Company also will reimburse the Employee for reasonable business expenses appropriately incurred by the Employee prior to the Retirement Date in furtherance of his employment with the Company Group, subject to the applicable business expense reimbursement policy, as amended from time to time. The Employee shall submit all requests to the Company for expense reimbursements within twenty-one (21) calendar days after the Retirement Date or such earlier date as may be required under the applicable business expense reimbursement policy. Any requests submitted thereafter shall not be eligible for reimbursement, except as required by applicable law. Except as set forth in this Agreement, including in Section 4(b)(ii) hereto, or as otherwise required by applicable law (including the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)), the Employee’s participation in and rights under any Company Group employee benefit plans and programs will be governed by the terms and conditions of those plans and programs, which plans, programs, terms and conditions may be amended, modified, suspended or terminated by the Company Group or applicable member thereof at any time for any or no reason to the extent permitted by law.

6.    Released Parties. The term “Released Parties” as used in this Agreement includes: (a) the Company, Western Midstream Services, LLC, and each of its and their respective past and present parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); (b) the past, present, and future direct and indirect owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, managers, associates, employees, insurers and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors, and assigns of each entity listed in subparts (a) and (b) above.

7.    Release of All Claims. The Employee, and anyone claiming through the Employee or on the Employee’s behalf, hereby waive and release the Company and the other Released Parties with respect to any and all claims, whether currently known or unknown, that the Employee now has or has ever had against the Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which the Employee signs this Agreement. Without limiting the generality of the foregoing, the claims waived and released by the Employee hereunder include, but are not limited to:
(a)    all claims arising out of or related in any way to the Employee’s employment, compensation, other terms and conditions of employment, or termination from employment with the Company Group, including without limitation all claims for any compensation payments, bonus, severance pay, equity, or any other compensation or benefit;

(b)    all claims that were or could have been asserted by the Employee or on the Employee’s behalf: (i) in any federal, state, or local court, commission, or agency; or (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract, tort or other common law claim of any kind); and

(c)    all claims that were or could have been asserted by the Employee or on his behalf under any federal, state, local, employment, services or other law, regulation, ordinance,
5

constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Civil Rights Act of 1866; the Equal Pay Act; the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act (OWBPA)); the Employee Retirement Income Security Act of 1974 (ERISA); the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; United States Executive Orders 11246 and 11375; the Texas Commission on Human Rights Act; the Regulations of the Office of Federal Contract Compliance Program; the Rehabilitation Act of 1973; the Worker Adjustment and Retraining Notification Act; the Colorado Anti-Discrimination Act; the Lilly Ledbetter Fair Pay Act of 2009; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act; and the Fair Credit Reporting Act.

Notwithstanding the foregoing, the releases and waivers in this Section 7 shall not apply to any claim for unemployment or workers’ compensation, claim for a breach of this Agreement, or a claim that by law is non-waivable.

8.    No Other Actions or Claims. The Employee represents and warrants that: (a) there has not been filed by the Employee or on the Employee’s behalf any legal or other proceedings against any of the Released Parties (provided, however, that the Employee need not disclose to the Company, and the foregoing representation and warranty in this subpart (a) does not apply to, conduct or matters described in Section 15 below); (b) the Employee is the sole owner of the claims that are released in Section 7 above; (c) none of these claims has been transferred or assigned or caused to be transferred or assigned to any other person, firm or other legal entity; and (d) the Employee has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement. The Employee further agrees that the Employee shall not at any time become a party to, or otherwise become a class- or collective-member or other similar claimant in, any class, collective, representative, multiple-plaintiff, or other consolidated or similar action in any court or arbitration against any of the Released Parties that involves or is based upon any claim waived and released by the Employee in Section 7 above, and will take all steps necessary to opt out of any such actions.

9.    No Other Payments or Benefits. Except as expressly provided in this Agreement, the Employee acknowledges and agrees that the Employee is not entitled to and will not receive any other compensation, payments, benefits, or recovery of any kind from the Company or the other Released Parties, including without limitation any bonus, severance, equity or other payments. In the event of any complaint, charge, proceeding or other claim (collectively, “Claims”) filed with any court, other tribunal, or governmental or regulatory entity that involves or is based upon any claim waived and released by the Employee in Section 7 above, the Employee hereby waives and agrees not to accept any money or other personal relief on account of any such Claims for any actual or alleged personal injury or damages to the Employee, including without limitation any costs, expenses and attorneys’ fees incurred by or on behalf of the Employee (provided, however, that this Agreement does not limit the Employee’s eligibility to receive an award under applicable law, if any, for providing truthful information to a governmental agency or regulatory entity).

6

10.    Return of Property. The Employee shall immediately upon the Retirement Date return to the Company all information (electronic and hardcopy) and other property of any member of the Company Group in the Employee’s possession or control, including without limitation all confidential and proprietary information of the Company Group and all laptops and other computer equipment, electronic storage devices (e.g., jump drives), smart- or cell-phones, tablets, and similar devices, credit cards, keys and other access cards provided by any Company Group member, and electronic and hardcopy files. Should Employee discover that he is inadvertently in possession of any property of Company Group after the Retirement Date, he will promptly return such property to the Company.

11.    Restrictive Covenants. The Employee acknowledges that the Employee has been given access to, has developed, and has become informed of Confidential Information (defined below), and also has developed a comprehensive familiarity with the Company Group and its business and Personnel (as defined herein), which the Employee would not have but for the Employee’s employment. In consideration for the Employee’s receipt of such Confidential Information and the retirement benefits provided hereunder, which benefits the Employee would not otherwise be legally entitled, the Employee therefore agrees to the following obligations, which are reasonably designed and necessary, and specifically intended, to protect the legitimate business interests of the Company Group, their goodwill, and Confidential Information, without unreasonably restricting the Employee’s post-employment opportunities:

(a)    Except as required by law, as authorized in advance by the Company, and as otherwise provided in Section 13 below, the Employee will not at any time from and after the Employee’s Retirement Date directly or indirectly use, disclose, or take any action which may result in the use or disclosure of, any Confidential Information. “Confidential Information” means all confidential competitive, pricing, marketing, proprietary, trade secret (as defined under applicable law) and other information or materials relating or belonging to the Company Group (whether or not reduced to writing) or provided by a customer or other third party on a confidential basis, including without limitation all non-public information furnished or disclosed to or otherwise obtained by the Employee in the course of the Employee’s employment, and further includes without limitation the following non-public information: computer programs; patented or unpatented inventions, discoveries and improvements; marketing, manufacturing, organizational, operating and business plans; strategies; research and development; policies and manuals; sales forecasts; employee personnel files and medical information, and other personnel information (other than the Employee’s own personnel information), including personnel lists, reporting or organizational structure, contact information, and compensation structures; non-public pricing and financial information; current and prospective customer lists and information on customers or their employees; information concerning planned or pending acquisitions, investments or divestitures; and information concerning purchases of major equipment or property. Confidential Information does not include information that lawfully is or becomes generally and publicly known outside of the Company Group, or that has been independently developed and disclosed by others with proper authority to do so, in each case other than through the Employee’s breach of this Agreement or breach by another person or entity of some other obligation to the Company Group or applicable member thereof. Nothing herein prohibits the Employee from disclosing Confidential Information as legally required pursuant to a validly issued subpoena or order of a court, administrative agency or arbitrator (as applicable) of
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competent jurisdiction; provided that, subject to Section 13 below, the Employee shall first promptly notify the Company if the Employee receives a subpoena, court order or other order requiring any such disclosure, to allow the Company Group or applicable member thereof to seek protection therefrom in advance of any such legally compelled disclosure.

(b)    Except as authorized by the Company in furtherance of the Employee’s employment duties with any member of the Company Group, the Employee shall not during the applicable Restricted Period, directly or indirectly (whether as a sole proprietor, owner, employer, partner, investor, shareholder, officer, member, employee, consultant, or otherwise):

(i)    with respect to the Full Restricted Period, induce, solicit, entice or attempt to persuade (whether in person, through social media or other electronic or non-electronic communication, or otherwise) any employee or other agent of the Company Group (“Personnel”) to terminate his employment or other relationship with the Company Group or applicable member thereof in order to enter into any employment relationship with or perform services for any other person or entity; or

(ii)    with respect to the Initial Restricted Period, induce, solicit, entice or attempt to persuade (whether in person, through social media or other electronic or non-electronic communication, or otherwise) any supplier, vendor, or other person or entity with which the Company Group or applicable member thereof has a business relationship to terminate, restrict or otherwise modify its business relationship with the Company Group or applicable member thereof.

(c)    Except as authorized by the Company in furtherance of the Employee’s employment duties with any member of the Company Group, the Employee shall not during the Full Restricted Period, directly or indirectly (whether as a sole proprietor, owner, employer, partner, investor, shareholder, officer, member, employee, consultant, or otherwise) be employed by or otherwise perform services for any Restricted Entity. Notwithstanding the foregoing, the Employee may, directly or indirectly own, solely as an investment, securities of a Restricted Entity that is publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Employee (i) is not a controlling person of, or a member of a group which controls, such entity and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such entity.

(d)    As used in this Agreement:

(i)    “Business” means the (A) gathering, compressing, treating, processing and/or transporting natural gas; (B) gathering, stabilizing and/or transporting condensate, natural gas liquids (“NGLs”) and/or crude oil; (C) gathering and/or disposing of produced water; and/or (D) buying and selling natural gas, NGLs and/or condensate.

(ii)    “Customer” means any customer of the Company or any of its affiliates with respect to whom, at any time during the twenty-four (24)-month period preceding the Retirement Date the Employee had substantial contact or acquired or had
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access to Confidential Information as a result of or in connection with the Employee’s employment.

(iii)    “Full Restricted Period” means a Restricted Period beginning on the Retirement Date and ending on the twenty-four (24)-month anniversary of the Retirement Date.

(iv)    “Initial Restricted Period” means a Restricted Period beginning on the Retirement Date and ending on the twelve (12)-month anniversary of the Retirement Date.

(v)    “Market Area” means any location within seventy-five (75) miles of any location where, as of the Retirement Date, the Company Group conducts business or has material plans to conduct business of which the Employee is aware on the Retirement Date.

(vi)    “Prospective Customer” means any person or entity other than a Customer, including any potential joint venture party, with respect to whom, at any time during the twelve (12)-month period preceding the Retirement Date, the Employee: (A) submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company Group or applicable member thereof, or (B) had substantial contact or acquired or had access to Confidential Information as a result of or in connection with the Employee’s employment.

(vii)    “Restricted Entity” means each entity primarily engaged in, or planning to primarily engage in, the Business (as defined herein) in competition, or anticipated competition, in the Market Area (as defined herein), with the Company Group.

(viii)    “Restricted Period” means the time period prescribed under the Initial Restricted Period or Full Restricted Period, as applicable, pursuant to this Agreement. The running of such time period shall be tolled during the period of any breach by the Employee of this Section 11 and, except as set forth below, during the period of any dispute involving the breach, applicability, scope, duration or other aspect of any of the provisions of this Section 11, whether or not any party has filed a lawsuit. The provisions of this Section 11 shall remain in full force and effect for the duration of such breach or dispute, until the breach or dispute is fully and finally resolved by either (A) the written agreement of the parties to each such dispute or (B) a final, non-appealable order from a court of competent jurisdiction, at which point the time-period of such provisions shall again commence running, unless such agreement or order (as applicable) expressly provides otherwise; provided, however, that the mere pendency of a dispute based on an alleged breach by Employee of the provisions of this Section 11 which culminates in a court of competent jurisdiction rendering a final, non-appealable order in favor of Employee determining that the alleged breach did not occur shall not be deemed to toll the running of the Restricted Period beyond the date it would have otherwise expired.
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12.    Mutual Non-Disparagement. Except as otherwise provided in Section 15 below, for twenty-four (24) months following the Retirement Date, (a) the Employee shall refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the Company or any of the other Released Parties and (b) the Company, for itself and on behalf of all affiliates, shall refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the Employee. In executing this Agreement, the Employee and the Company, for itself and on behalf of all affiliates, acknowledges and agrees that he has knowingly, voluntarily, and intelligently waived any (i) free speech, free association, free press, or First Amendment to the United States Constitution (including, without limitation, any counterpart or similar provision or right under any State Constitution) rights to disclose, communicate, or publish any statements prohibited by this Section 12, and (ii) right to file a motion to dismiss or pursue any other relief under the Citizens Participation Act or similar state law in connection with any Claim filed against him by the Company or any of the other Released Parties, including without limitation any claim arising from any alleged breach of this Agreement.

13.    Remedies. The Employee acknowledges and agrees that a breach by the Employee of any provision of Section 11 or 12 of this Agreement will result in immediate and irreparable harm to the Company Group for which full damages cannot readily be calculated and for which damages are an inadequate remedy. Accordingly, the Employee agrees that the Company Group or applicable member thereof shall be entitled to injunctive relief to prevent any such actual or threatened breach or any continuing breach by the Employee (without posting a bond or other security), without limiting any other remedies that may be available to them.

14.    Modification; Severability. If any provision contained in Sections 10, 11, 12, or 13 of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall be deemed modified and so enforced to the fullest extent possible. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law (after any appropriate modification or limitation pursuant to the first sentence of this Section 14), such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

15.    Non-Interference; Defend Trade Secrets Act. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall prohibit the Employee from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory (including self-regulatory) entity including concerning alleged or suspected criminal conduct or unlawful employment practices; participating in a governmental agency or regulatory entity investigation or proceeding; giving truthful testimony or statements or disclosures to a governmental agency or regulatory entity, or if properly subpoenaed or otherwise required to do so under applicable law (including any regulation or legal process); requesting or receiving confidential legal advice (at the Employee’s own expense); or exercising any protected right to communicate about lawfully acquired compensation information or other working conditions. Furthermore, the U.S. Defend Trade
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Secrets Act of 2016 provides that: (a) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement prohibits or creates liability for any such protected conduct.

16.    Cooperation. For the twenty-four (24)-month period following the Retirement Date, and except as otherwise provided in Section 15, the Employee shall cooperate fully in any administrative, investigative, litigation or other legal matter(s) that may arise or have arisen involving the Company or any of the other Released Parties and which in any way relate to or involve the Employee’s employment with the Company. The Employee’s obligation to cooperate hereunder shall include, without limitation, meeting and conferring with such persons at such times and in such places as the Company and the other Released Parties may reasonably require, and giving truthful evidence and truthful testimony and executing and delivering to the Company and any of the other Released Parties any truthful papers reasonably requested by any of them. The Employee shall be reimbursed for reasonable out-of-pocket expenses that the Employee incurs in rendering cooperation pursuant to this Section 16.

17.    ACKNOWLEDGMENTS. THE EMPLOYEE ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT: (a) THE EMPLOYEE HAS READ AND UNDERSTANDS THE TERMS AND EFFECT OF THIS AGREEMENT; (b) IN ACCORDANCE WITH SECTION 7 OF THIS AGREEMENT, THE EMPLOYEE RELEASES AND WAIVES CLAIMS THROUGH THE DATE THE EMPLOYEE SIGNS THIS AGREEMENT, AND AGREES TO ALL OTHER PROVISIONS OF THIS AGREEMENT, KNOWINGLY AND VOLUNTARILY, IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH THE EMPLOYEE ALREADY IS ENTITLED; (c) THE EMPLOYEE HEREBY IS AND HAS BEEN ADVISED TO HAVE HIS ATTORNEY (CHOSEN BY HIM, AND AT HIS COST) REVIEW THIS AGREEMENT BEFORE SIGNING IT; (d) THE EMPLOYEE HAS TWENTY-ONE (21) CALENDAR DAYS IN WHICH TO CONSIDER WHETHER TO EXECUTE THIS AGREEMENT; AND (e) WITHIN SEVEN (7) CALENDAR DAYS AFTER THE DATE ON WHICH THE EMPLOYEE SIGNS THIS AGREEMENT, THE EMPLOYEE MAY, AT HIS SOLE OPTION, REVOKE THIS AGREEMENT UPON WRITTEN NOTICE TO THE COMPANY’S SENIOR VICE PRESIDENT OF HUMAN RESOURCES (AT 9950 WOODLOCH FOREST DRIVE, SUITE 2800, THE WOODLANDS, TEXAS 77380), AND THIS AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS SEVEN (7)-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT ANY REVOCATION BY THE EMPLOYEE. IF THE EMPLOYEE REVOKES THIS AGREEMENT, IT SHALL BE NULL AND VOID, AND THE EMPLOYEE WILL NOT RECEIVE THE SPECIAL PAYMENTS OR BENEFITS UNDER THIS AGREEMENT. ANY MODIFICATION OF THIS AGREEMENT, WHETHER
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MATERIAL OR IMMATERIAL, WILL NOT RESTART THE CONSIDERATION PERIOD SET FORTH ABOVE.

THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE: (i) IS NOT RELYING UPON ANY STATEMENTS, UNDERSTANDINGS, REPRESENTATIONS, EXPECTATIONS, OR AGREEMENTS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT; (ii) HAS MADE HIS OWN INVESTIGATION OF THE FACTS AND IS RELYING SOLELY UPON HIS OWN KNOWLEDGE; AND (iii) KNOWINGLY WAIVES ANY CLAIM THAT THIS AGREEMENT WAS INDUCED BY ANY MISREPRESENTATION OR NONDISCLOSURE AND ANY RIGHT TO RESCIND OR AVOID THIS AGREEMENT BASED UPON PRESENTLY EXISTING FACTS, KNOWN OR UNKNOWN. THE PARTIES STIPULATE THAT THE COMPANY, IN ENTERING INTO THIS AGREEMENT, IS RELYING ON THESE REPRESENTATIONS AND WARRANTIES, ALL OF WHICH SURVIVE THE EXECUTION OF THIS AGREEMENT.

18.    No Admission. Nothing in this Agreement is intended to or shall be construed as an admission by the Company or any of the other Released Parties that any of them violated any law, interfered with any right, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to the Employee or otherwise. The Company and the other Released Parties expressly deny any such illegal or wrongful conduct.

19.    Code Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with such intent. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.

20.    Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

21.    Additional Provisions. The terms, conditions and provisions of this Agreement will be construed, governed and enforced under the laws of Delaware, without regard to its conflicts of law provisions. The parties hereby irrevocably consent to, and agree not to object or assert any defense or challenge to, the exclusive jurisdiction and exclusive venue of the state and federal courts located in Montgomery County, Texas, and agree that any claim which may be brought in a court of law or equity shall be brought exclusively in any such Montgomery County, Texas court. This Agreement and the attachment thereto embody the entire agreement and understanding of the parties hereto with regard to the matters described herein and supersede any and all prior and/or contemporaneous agreements and understandings, oral or written, between said parties regarding such matters; provided that nothing in this Agreement shall limit
12

or release the Employee from any other obligation regarding confidentiality, intellectual or other property, or post-employment competitive activities that the Employee has or may have to the Company Group or applicable member thereof, except as otherwise provided in Section 15 above. Except as otherwise provided in Section 14 above, this Agreement may be modified only in a written agreement signed by both parties, and any party’s failure to enforce this Agreement in the event of one or more events which violate this Agreement shall not constitute a waiver of any right to enforce this Agreement against subsequent violations. This Agreement is enforceable by the Company Group or applicable member thereof and may be assigned or transferred by the Company to, and shall be binding upon and inure to the benefit of, any parent or other affiliate of the Company or any person which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets, stock or business of the Company or of any division thereof. The Employee may not assign any of the Employee’s rights or obligations under this Agreement. The titles and headings of the sections in the Agreement are for convenience of reference only, and in the event of any conflict, the text of the Agreement, rather than such titles or headings, shall control. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]
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Execution Version


THE PARTIES STATE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND KNOWINGLY AND VOLUNTARILY INTEND TO BE BOUND THERETO:

ROBERT W. BOURNEWESTERN MIDSTREAM PARTNERS, LP
/s/ Robert W. Bourne
By:
/s/ Crystal J. Sled
Date:February 18, 2025Name:Crystal J. Sled
Title:
Senior Vice President, HCM and DEI
of Western Midstream Holdings, LLC, its general partner
Date:February 18, 2025

Attachment: Exhibit A Schedule of Benefits
Attachment: Exhibit B Supplemental Release Agreement



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Execution Version


EXHIBIT A
SCHEDULE OF BENEFITS













(See attached)

1


Robert Bourne

Summary of Benefits Upon Retirement
3/3/2025 Retirement Date

Retirement with 6 months continued consulting
BenefitAmount
6 Months Consulting - Paid Monthly $463,500 
Prorated 2025 Bonus$69,984 
2025 Non-Qualified Contribution (estimated)$117,000 
Total WES Equity
$5,836,852 
WES Estimated Unit Price
Unvested
@
3/3/2025
Units (#)
Unvested
Value ($)
Pro-Rata Vest 3/3/2025
$41.00
2022 RSU Grant:
2023 RSU Grant:10,819$443,579 563$23,083 
2024 RSU Grant:29,879$1,225,039 778$31,898 
2022 ROA Grant
2022 TUR Grant
2022 ROA/TUR Accrued Cash Distributions
2023 ROA Grant16,228$665,348 
2023 TUR Grant16,228$665,348 
2024 ROA Grant22,409$918,769 
2024 TUR Grant22,409$918,769 
Value of 2025 Equity Awards TBD$2,613,637 $1,613,637 
Total - All Benefits (estimated)$6,487,336 
NOTE: the values above for outstanding time-vested RSUs and the value of the proposed 2025 RSU award are based upon an assumed $41 unit price. The value realized upon prorata vesting of outstanding time-vested units will be determined based upon the closing price of WES common units on March 3, 2025, and the value of the 2025 time-vested award will be based upon the closing price of WES common units on February 20, 2025.
Additional Benefits
— Earned but unused PTO, payable within 60 days following the Date of Termination.
— WES 401k vested balance will remain at Fidelity until participant directs rollover of balance into another plan or IRA.
— The WES savings restoration plan balance will be paid out according to plan rules.
— Per the terms of the retirement agreement, 2 years benefits continuation (medical, dental, and basic life)


Execution Version


EXHIBIT B
SUPPLEMENTAL RELEASE AGREEMENT

I, Robert W. Bourne, do freely and voluntarily enter into this Supplemental Release Agreement (this “Agreement”), intending to be legally bound, according to the terms set forth below. I acknowledge that my employment with Western Midstream Partners, LP (the “Company”), Western Midstream Services, LLC and their respective affiliates (Western Midstream Services, LLC and their respective affiliates together with the Company, the “Company Group”) has been terminated at the close of business on March 3, 2025 (the “Retirement Date”).

I acknowledge that the Company Group has agreed to provide me certain benefits (the “Retirement Benefits”) pursuant to the Retirement Agreement and General Release (the “Retirement Agreement”) between the Company and me, contingent upon my execution and return of this Agreement. The terms of the Retirement Agreement, which are incorporated by reference into this Agreement as though set forth in full, remain in full force and effect.

For this valuable consideration, I hereby agree and state as follows:

1.    I, and anyone claiming through me or on my behalf, hereby waive and release the Company and the other Released Parties (as defined herein) with respect to any and all claims, whether currently known or unknown, that I now have or have ever had against the Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which I sign this Agreement. The term “Released Parties” as used in this Agreement includes: (a) the Company, Western Midstream Services, LLC, and each of its and their respective past and present parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); and (b) the past, present, and future direct and indirect owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, managers, associates, employees, insurers and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors, and assigns of each entity listed in subparts (a) and (b) above.

2.    Without limiting the generality of the foregoing, the claims waived and released by me hereunder include, but are not limited to:

a.    all claims arising out of or related in any way to my employment, compensation, other terms and conditions of employment, or termination from employment with the Company Group, including without limitation all claims for any compensation payments, bonus, severance pay, equity, or any other compensation or benefit;

b.    all claims that were or could have been asserted by me or on my behalf: (i) in any federal, state, or local court, commission, or agency; or (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy,
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infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract, tort or other common law claim of any kind); and

c.    all claims that were or could have been asserted by me or on my behalf under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Civil Rights Act of 1866; the Equal Pay Act; the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act (OWBPA)); the Employee Retirement Income Security Act of 1974 (ERISA); the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; United States Executive Orders 11246 and 11375; the Texas Commission on Human Rights Act; the Regulations of the Office of Federal Contract Compliance Program; the Rehabilitation Act of 1973; the Worker Adjustment and Retraining Notification Act; the Colorado Anti-Discrimination Act; the Lilly Ledbetter Fair Pay Act of 2009; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act; and the Fair Credit Reporting Act.

3.    Notwithstanding the foregoing, the releases and waivers in this Agreement shall not apply to any claim for unemployment or workers’ compensation, any claim for a breach of this Agreement, or a claim that by law is non-waivable.

4.    I hereby represent and warrant that: (a) there has not been filed by me or on my behalf any legal or other proceedings against any of the Released Parties (provided, however, that I need not disclose to the Company, and the foregoing representation and warranty in this subpart (a) does not apply to, conduct or matters described in Section 15 of the Retirement Agreement); (b) I am the sole owner of the claims that are released under this Agreement; (c) none of the claims released under this agreement have been transferred or assigned or caused to be transferred or assigned to any other person, firm or other legal entity; and (d) I have the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement.

5.    I shall not at any time become a party to, or otherwise become a class- or collective-member or other similar claimant in, any class, collective, representative, multiple-plaintiff, or other consolidated or similar action in any court or arbitration against any of the Released Parties that involves or is based upon any claim waived and released by me in this Agreement, and will take all steps necessary to opt out of any such actions.

6.    Except as expressly provided in this Agreement and the Retirement Agreement, I am not entitled to and will not receive any other compensation, payments, benefits, or recovery of any kind from the Company or the other Released Parties, including without limitation any bonus, severance, equity, or other payments.



7.    In the event of any complaint, charge, proceeding or other claim (collectively, “Claims”) filed with any court, other tribunal, or governmental or regulatory entity that involves or is based upon any claim waived and released by me under this Agreement, I hereby waive and agree not to accept any money or other personal relief on account of any such Claims for any actual or alleged personal injury or damages to me, including without limitation any costs, expenses and attorneys’ fees incurred by me or on my behalf (provided, however, that this Agreement does not limit my eligibility to receive an award under applicable law, if any, for providing truthful information to a governmental agency or regulatory entity).

8.    Notwithstanding any other provision of this Agreement, nothing in this Agreement shall prohibit me from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory (including self-regulatory) entity including concerning alleged or suspected criminal conduct or unlawful employment practices; participating in a governmental agency or regulatory entity investigation or proceeding; giving truthful testimony or statements or disclosures to a governmental agency or regulatory entity, or if properly subpoenaed or otherwise required to do so under applicable law (including any regulation or legal process); requesting or receiving confidential legal advice (at my own expense); or exercising any protected right to communicate about lawfully acquired compensation information or other working conditions. Furthermore, the U.S. Defend Trade Secrets Act of 2016 provides that: (a) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement prohibits or creates liability for any such protected conduct.

9.    I ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT: (a) I HAVE READ AND UNDERSTAND THE TERMS AND EFFECT OF THIS AGREEMENT; (b) IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, I RELEASE AND WAIVE CLAIMS THROUGH THE DATE I SIGN THIS AGREEMENT, AND AGREES TO ALL OTHER PROVISIONS OF THIS AGREEMENT, KNOWINGLY AND VOLUNTARILY, IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH I AM ALREADY ENTITLED; (c) I HEREBY AM AND HAVE BEEN ADVISED TO HAVE MY ATTORNEY (CHOSEN BY ME, AND AT MY COST) REVIEW THIS AGREEMENT BEFORE SIGNING IT; (d) I HAVE TWENTY-ONE (21) CALENDAR DAYS IN WHICH TO CONSIDER WHETHER TO EXECUTE THIS AGREEMENT; AND (e) WITHIN SEVEN (7) CALENDAR DAYS AFTER THE DATE ON WHICH I SIGN THIS AGREEMENT, I


MAY, AT MY SOLE OPTION, REVOKE THIS AGREEMENT UPON WRITTEN NOTICE TO THE COMPANY’S SENIOR VICE PRESIDENT OF HUMAN RESOURCES (AT 9950 WOODLOCH FOREST DRIVE, SUITE 2800, THE WOODLANDS, TEXAS 77380), AND THIS AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS SEVEN (7)-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT ANY REVOCATION BY ME. IF I REVOKE THIS AGREEMENT, IT SHALL BE NULL AND VOID, AND I WILL NOT RECEIVE THE SPECIAL PAYMENTS OR BENEFITS UNDER THE RETIREMENT AGREEMENT. ANY MODIFICATION OF THIS AGREEMENT, WHETHER MATERIAL OR IMMATERIAL, WILL NOT RESTART THE CONSIDERATION PERIOD SET FORTH ABOVE.

10.    I FURTHER ACKNOWLEDGE THAT I: (i) AM NOT RELYING UPON ANY STATEMENTS, UNDERSTANDINGS, REPRESENTATIONS, EXPECTATIONS, OR AGREEMENTS OTHER THAN THOSE EXPRESSLY SET FORTH IN THE RETIREMENT AGREEMENT AND THIS AGREEMENT; (ii) HAVE MADE MY OWN INVESTIGATION OF THE FACTS AND AM RELYING SOLELY UPON MY OWN KNOWLEDGE; AND (iii) KNOWINGLY WAIVE ANY CLAIM THAT THIS AGREEMENT WAS INDUCED BY ANY MISREPRESENTATION OR NONDISCLOSURE AND ANY RIGHT TO RESCIND OR AVOID THIS AGREEMENT BASED UPON PRESENTLY EXISTING FACTS, KNOWN OR UNKNOWN. THE PARTIES STIPULATE THAT THE COMPANY, IN ENTERING INTO THIS AGREEMENT, IS RELYING ON THESE REPRESENTATIONS AND WARRANTIES, ALL OF WHICH SURVIVE THE EXECUTION OF THIS AGREEMENT.

11.    This Agreement is made and is effective as of the date first written below.

12.    This Agreement becomes null and void and has no further force or effect if the Company does not receive the executed Agreement on or after close of business on March 3, 2025, but not later than 5:00 p.m. CT on March 24, 2025.

IN WITNESS WHEREOF, I have placed my signature this ____ day of _________, 202__.

EMPLOYEE:
Robert W. Bourne


EXHIBIT 10.2
WESTERN MIDSTREAM PARTNERS, LP
EXECUTIVE SEVERANCE PLAN
(Amended and Restated as of February 20, 2025)
Establishment of Plan
Western Midstream Partners, LP, a Delaware master limited partnership (the “Company”) originally adopted this plan known as the “Executive Severance Plan” (the “Plan”) effective August 5, 2021, and thereafter amended and restated the Plan as of November 1, 2022. The Plan is hereby amended and restated, as set forth in this document, as of February 20, 2025 (the “Effective Date”). The Plan is intended to provide severance compensation to the Company’s eligible executives in the event of a qualifying termination of employment under the terms and conditions set forth herein.
ARTICLE I

Definitions and Interpretations
SECTION 1.01    Definitions. As used herein, the following words and phrases shall have the following respective meanings.
a.    Accountant. The meaning set forth in Section 4.03(c).
b.    Affiliate. Any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors (or the equivalent) of the controlled entity or organization; or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise. For the avoidance of doubt, each Subsidiary shall also be an Affiliate.
c.    Annual Incentive Plan. The Western Midstream Partners, LP US Incentive Compensation Program (or any successor plan or program thereto) or any other annual incentive program maintained for the benefit of the Participants.
d.    Base Salary. With respect to any Participant, the annual rate of base salary paid by the Company or any Subsidiary or Affiliate, to such Participant (including amounts that such Participant could have received in cash had he or she not elected to contribute to an employee benefit plan or a deferred compensation program maintained by the Company or any Subsidiary or Affiliate), excluding overtime pay, bonuses, employee benefits, all forms of incentive compensation and all other types of compensation and special payments. For purposes of Section 3.02, Base Salary shall be determined without regard to any material diminution in such Base Salary giving rise to Good Reason.


e.    Board. The Board of Directors of the Company (which is the board of directors of the General Partner).
f.    Cause. A Participant’s (i) commission of any felony or of a misdemeanor involving fraud, theft or moral turpitude, (ii) habitual neglect of or willful failure to perform the Participant’s duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Company or any of its Subsidiaries (including misuse of funds or other property), (iv) engaging in business activities which are in conflict with the business interests of the Company and its Subsidiaries, (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule of the Company or its Subsidiaries, (vii) engaging in conduct which is in violation of the Company’s (or its Subsidiaries’) applicable safety rules or standards or which otherwise causes or may cause injury to another employee or any other person, (viii) engaging in conduct that materially discredits the Company, is detrimental to the reputation of the Company, or is otherwise materially harmful to the Company, or (ix) engaging in conduct which is in violation of any applicable Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment. For purposes of clause (ii) above, an affirmative determination as to the existence of “Cause” for a Tier II or Tier III Employee shall be made only after the Participant has been provided written notice of the specific actions or inactions supporting such a determination and the Participant has failed to materially cure the identified issue(s) within thirty (30) days thereafter.
g.    CIC Plan. The Western Midstream Partners, LP Executive Change in Control Severance Plan.
h.    COBRA. The Consolidated Omnibus Budget Reconciliation Act of 1985.
i.    Code. The Internal Revenue Code of 1986.
j.    Company. The meaning set forth in the preamble to this Plan.
k.    Continued Benefits. The meaning set forth in Section 3.02(a)(iii).
l.    Date of Termination. With respect to any Participant, the date on which such Participant’s employment with the Company and its Affiliates is terminated, without the concurrent or immediate re-employment of such Participant by the Company or one of its Affiliates (or any successor thereto).
m.    Effective Date. The meaning set forth in the preamble to this Plan.
n.    Employee. Any individual who is designated on the U.S. dollar payroll of the Company or any Affiliate as a regular full-time employee of the Company or any Subsidiary. Notwithstanding the foregoing, “Employee” excludes:
i.    any individual who is not on the U.S. dollar payroll of the Company or its Subsidiaries for whatever reason, including a worker that the Company or its Subsidiaries considers to be an


independent contractor, a leased employee, a contractor or an agency or staffing worker;
ii.    any individual not designated in the payroll records of the Company, or its Subsidiaries, or otherwise not considered by Company or its Subsidiaries, to be a regular full-time employee;
iii.    any interim officer, or temporary or seasonal employee;
iv.    any individual who is a participant in another severance plan or program sponsored by the Company or any Subsidiary, solely to the extent such benefits exceed the benefits provided for under the Plan (it being understood that benefits under the CIC Plan due as a result of a qualifying termination of employment within the Protection Period (as defined therein) shall be in lieu of benefits under the Plan, except as otherwise expressly provided for in the CIC Plan with respect to a qualifying termination of employment during the Protection Period and prior to the consummation of a Change in Control (as defined therein));
v.    any individual who is party to an individual written agreement with the Company or any Subsidiary providing for severance benefits (as defined in that agreement), solely to the extent such benefits exceed the benefits provided for under the Plan; and
vi.    any employee whose employment terms and conditions are governed by a collective bargaining agreement or other agreement with any labor union, works council or other employee representative organization, unless such agreement expressly provides for coverage under the Plan.
o.    ERISA. The Employee Retirement Income Security Act of 1974.
p.    Exchange Act. The Securities Exchange Act of 1934.
q.    General Partner. Western Midstream Holdings, LLC, the general partner of the Company, and its successors and permitted assigns as the general partner of the Company.
r.    Good Reason. Means, with respect to a Participant, the occurrence of any of the following conditions, without the Participant’s consent, (i) the Participant’s duties and responsibilities as an employee and officer of the Company, taken as a whole with any new duties or responsibilities attendant to any change in role or function, are materially and adversely diminished, (ii) the Participant’s base salary is materially reduced, (iii) the aggregate value of the sum of the Participant’s base salary and target annual bonus is materially reduced or (iv) the Participant is required to be based at a Company work location more than 50 miles from the primary Company work location where the Participant was based and performed services immediately prior to the change of location, except, in the case of each of clauses (ii) and (iii),


for any such reduction that is applied generally and consistently to the Company’s executives; provided, however, that a termination of employment for Good Reason shall not be effective unless the Participant provides notice to the Plan Administrator at the address set forth in Section 8.02 of the existence of one or more of the foregoing conditions within 80 days following the initial existence of the condition(s), such condition(s) remains uncorrected for 30 days after receipt of such notice by the Plan Administrator and the date of the Participant’s termination of employment occurs within 120 days after the initial existence of such condition(s).
s.    Other Source. The meaning set forth in Section 3.03(c).
t.    Participant. Subject to the terms of this Plan, a Tier I Employee, Tier II Employee, or Tier III Employee, as applicable, unless otherwise designated by the Plan Administrator pursuant to Section 2.02.
u.    Payments. The meaning set forth in Section 4.03(a).
v.    Person. Any person, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.
w.    Plan. This Western Midstream Partners, LP Executive Severance Plan, as it may be amended or modified from time to time.
x.    Plan Administrator. The Board or any committee thereof that the Board shall appoint.
y.    Release Agreement. The meaning set forth in Section 3.02(b).
z.    Release Condition. The meaning set forth in Section 3.02(b).
aa.    Restricted Business. Means the business of: (i) gathering, compressing, treating, processing and transporting natural gas; (ii) gathering, stabilizing, and transporting condensate, natural gas liquids or crude oil; (iii) gathering and disposing of produced water; or (iv) any other business in which the Company or its Subsidiaries was engaged, in any Restricted Territory, at the Date of Termination, or at any time within the 24-month period prior to, the Date of Termination. Notwithstanding the forgoing, “Restricted Business” shall not include any business that the Company (x) is not engaged in, or (y) has not taken definitive steps toward initiating, as of the Date of Termination.
bb.    Restricted Territory. Means each county or similar geographic subdivision in which the Company (i) conducts business, or (ii) has taken definitive steps toward conducting business (including by having executed an agreement or letter of intent to acquire a business or assets, or through Board approval of capital expenditures), in each case as of the Date of Termination.
cc.    Separation Benefits. The payments and benefits due pursuant to Section 3.02(a).


dd.    Specified Employee. A “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, as determined under the Company’s established methodology for determining specified employees.
ee.    Subsidiary. Any entity in which the Company, directly or indirectly, holds a majority of the voting power of such entity’s outstanding shares of capital stock or other voting interests, as applicable.
ff.    Target Bonus. The Participant’s annual target bonus opportunity under the applicable Annual Incentive Plan for the year in which the Date of Termination occurs, without regard to any material diminution in such bonus opportunity giving rise to Good Reason; provided, however, if the annual target bonus opportunity has not been established for the Participant for the year in which the Date of Termination occurs, the Target Bonus shall be based on the annual target bonus opportunity under the applicable Annual Incentive Plan for the year prior to the year in which the Date of Termination occurs, without regard to any material diminution in such bonus opportunity giving rise to Good Reason.
gg.    Tier I Employee. An Employee who is the Chief Executive Officer of the Company.
hh.    Tier II Employee. An Employee who is in the position of Senior Vice President or above (excluding the Tier I Employee).
ii.    Tier III Employee. An Employee who is in the position of Vice President or above (excluding the Tier I Employee or any Tier II Employee).
jj.    WARN Act. As applicable, the Worker Adjustment and Retraining Notification Act and any other similar U.S. Federal, state or other applicable law mandating the provision of notice to employees prior to termination of employment.
SECTION 1.02    Interpretations. Pronouns and other words of gender shall be read as gender-neutral. Words importing the singular only shall include the plural and vice versa. The words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation”. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to any statute shall be deemed to refer to such statute as may be amended from time to time and any rules, regulations other authoritative guidance promulgated thereunder by the appropriate governmental authority. References to a Person are also to its permitted successors and assigns (including, with respect to the Company, any successor or assignee to the Company’s business or assets who becomes bound by the Plan pursuant to Article VIII).
ARTICLE II

Eligibility


SECTION 2.01    Participation. A Tier I Employee shall be a Participant. Each Tier II Employee and Tier III Employee shall be a Participant, and afforded the benefits corresponding to such tier as described in Article III below, upon the 180th day following his or her hiring or promotion into such Tier (with the understanding that any Tier III Employee who is promoted to Tier II shall nonetheless remain eligible for benefits at the Tier III level during such 180 day period).
SECTION 2.02    Duration of Participation. A Participant shall cease to be a Participant upon the earliest to occur of the following: he or she (i) is no longer an Employee as defined herein or (ii) ceases to hold a position that qualifies him or her as a Tier I Employee, Tier II Employee, or Tier III Employee; provided, however, that in no event shall a cessation of participation under this Section 2.02 be effective earlier than 90 days following the individual’s change, without their consent, to an ineligible position. Notwithstanding the foregoing, a Participant who is entitled, as a result of ceasing to be an Employee, to payment of Separation Benefits or any other amounts due under the Plan shall remain a Participant until all such Separation Benefits have been paid to the Participant.
ARTICLE III

Separation Benefits
SECTION 3.01    Termination of Employment.
a.    Terminations That Give Rise to Separation Benefits Under This Plan. If a Participant’s employment with the Company or any Subsidiary is terminated for either of the following reasons, the Participant shall be eligible to receive Separation Benefits under the Plan:
i.    a termination by the Company or any Subsidiary without Cause; or
ii.    a termination by the Participant for Good Reason.
b.    Terminations That Do Not Give Rise to Separation Benefits Under This Plan. If a Participant’s employment with the Company or any Subsidiary is terminated for any of the following reasons, the Participant shall not be entitled to Separation Benefits under the Plan:
i.    a termination by the Company or any Subsidiary for Cause;
ii.    a termination from the Company or any Subsidiary as a result of the Participant’s inability to perform the essential functions of his or her position with or without a reasonable accommodation that is required by law;
iii.    the death of the Participant;
iv.    a termination by the Participant due to retirement; provided that a termination that otherwise meets the requirements of clause (i) or


(ii) of Section 3.01(a) shall not be deemed to be a retirement for purposes of this Section 3.01(b); or
v.    the voluntary termination by the Participant without Good Reason, including, for the avoidance of doubt, the termination of the Participant under any voluntary separation plan announced or implemented by the Company (except, for the avoidance of doubt, as otherwise expressly provided for in the CIC Plan with respect to a qualifying termination of employment during the Protection Period and prior to the consummation of a Change in Control (as defined therein).
For the avoidance of doubt, a Participant will not be deemed to have a termination of employment entitling the Participant to Separation Benefits if such Participant’s employment is transferred (i) between the Company and any Subsidiary or (ii) between any Subsidiary and any other Subsidiary.
SECTION 3.02    Separation Benefits.
a.    Separation Benefits. If a Participant incurs a termination of employment described in Section 3.01(a) and satisfies the Release Condition, then the Company shall pay or provide, or cause to be paid or provided, the following:
i.    Cash Severance:
A.    Tier I Employee: An amount equal to 2.0 times the sum of (A) Base Salary and (B) Target Bonus;
B.    Tier II Employee: An amount equal to 1.5 times the sum of (A) Base Salary and (B) Target Bonus; or
C.    Tier III Employee: An amount equal to 1.0 times the sum of (A) Base Salary and (B) Target Bonus;
in each case, payable as a lump sum within 60 days following the Date of Termination;
ii.    Annual Incentive Plan:
A.    For Year of Termination: A pro rata portion of the Participant’s annual bonus under the Annual Incentive Plan in respect of the year in which the Date of Termination occurs (determined by multiplying (A) the Target Bonus by (B) a fraction, the numerator of which is the number of days between (and inclusive of) the first day of the applicable Annual Incentive Plan year and the Date of Termination, and the denominator of which is the total


number of days in the applicable Annual Incentive Plan year), such prorated bonus to be payable as a lump sum within 60 days following the Date of Termination;
B.    For Year Prior to Termination: If the annual bonus under the Annual Incentive Plan in respect of the year prior to the year in which the Date of Termination occurs has not yet been paid and is not otherwise an accrued benefit under Section 3.03(a), the full annual cash bonus for such year determined based on the application of the performance metrics in the same manner as applied to other senior executives of the Company, with any component of the metrics based on individual performance deemed to have been achieved at target level, such bonus to be payable within 60 days following the Date of Termination but no later than the date the bonuses under the Annual Incentive Plan are paid to other senior executives.
iii.    Welfare Benefits: Until the second anniversary following the Date of Termination, the Company shall allow the Participant to continue coverage under the basic life, medical and dental plans in which the Participant (and, as applicable, the Participant’s eligible dependents) were participating immediately prior to the Date of Termination, at the same rates and levels in accordance with the terms of such plans for then-active employees (the “Continued Benefits”), subject to the following:
A.    The Participant’s continued participation must be possible under the general terms and provisions of such plans;
B.    The Continued Benefits shall be subject to the application of any Medicare or other coordination of benefits provisions under the applicable medical or welfare benefit plan; and
C.    The Continued Benefits are subject to the Participant’s election to continue health and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) and shall not be applied to extend COBRA coverage eligibility.
iv.    Long-Term Incentive Awards: If upon the Date of Termination, the Participant holds any outstanding awards granted under any equity plan maintained by the Company or its Affiliates (“Awards”), including stock options, restricted stock units, performance units, and any other unit-based awards, such Awards shall become vested, exercisable, and payable upon such Date of


Termination as set forth below, with such Awards to be payable within 60 days following such Date of Termination (or, if later, within 60 days following the lapse of the substantial risk of forfeiture with respect to such Award – e.g., in the case of performance awards, as applicable) or exercisable in the case of stock options for the post-termination exercise period set forth in such stock option agreement (which shall not be less than 90 days following the Date of Termination, or the remaining exercise period stated in the option award agreement, whichever is shorter) and the achievement of any performance conditions determined as follows:
A.    With respect to time-based awards, the Award shall vest on a pro rata basis on the Date of Termination, with the pro rata portion of the Award determined by multiplying the number of shares subject to the Award on the grant date by a fraction, the numerator of which is the number of days between (and inclusive of) the grant date and the Date of Termination, and the denominator of which is the total number of days in the vesting period; and
B.    With respect to performance-based awards, the Award shall vest on a pro-rata basis with the achievement of any performance conditions determined as set forth in the applicable award agreement (or, if no such treatment is provided, the performance conditions shall be based upon actual performance as determined by the Board) and the pro rata portion of the Award shall be determined by multiplying the number of shares subject to the Award on the grant date by a fraction, the numerator of which is the number of days between (and inclusive of) the grant date and the date of termination, and the denominator of which is the total number of days in the vesting period;
v.    Outplacement: Outplacement services, at the Company’s sole cost, for up to nine months following the Date of Termination; and
vi.    Accrued PTO: Within 60 days following the Date of Termination or such earlier time required by applicable law, a cash payment equal to any banked paid time off (“PTO”) and PTO earned and accrued for the year in which the Date of Termination occurs but not taken as of the Date of Termination.
b.    Release Condition. In order to receive any of the payments and benefits outlined in this Section 3.02, the Participant must execute, deliver, and not revoke a separation agreement containing an effective waiver and release of all claims against the Company, its


Affiliates and their respective representatives, and certain other persons and entities, and containing other provisions in the form required by the Plan Administrator (the “Release Agreement”) that becomes irrevocable in accordance with its terms within 55 days following the Date of Termination (the “Release Condition”). The Plan Administrator may, in its discretion, require that the Release Agreement a Participant must execute and not revoke in satisfaction of the Release Condition include restrictive covenants in favor of the Company and its Affiliates (which may include a non-disclosure of confidential information provision, a non-disparagement provision, non-competition and employee, customer, prospective customer, supplier and vendor non-solicitation provisions, in each case that are effective, subject to applicable law, for the periods set forth in the Release Agreement (including a perpetual period with respect to the non-disclosure of confidential information provision); provided that, with respect to the non-competition provision, such period shall apply to any Restricted Business and shall not exceed the period commencing as of the date of Participant’s termination of employment and continuing until such time that is no greater than 12 months thereafter, in the form and subject to the terms approved by the Plan Administrator. If a Participant does not satisfy the Release Condition, the only payment under the Plan to which the Participant would be entitled is the payment for accrued PTO set forth in Section 3.02(a)(vi).
SECTION 3.03    Other Benefits Payable and Offset.
a.    Accrued Benefits. The Separation Benefits shall be payable in addition to, and not in lieu of, other accrued or vested or earned but deferred compensation, rights, options or other benefits that are owed to a Participant upon or following his or her termination of employment, including accrued amounts or benefits previously earned and payable under any bonus or other compensation plans, stock option plan, equity ownership plan, equity purchase plan, life insurance plan, health plan, disability plan or similar or successor plan, and any business expenses required to be reimbursed under the applicable policies of the Company or any Subsidiary or any Affiliate.
b.    Offsets. Notwithstanding the foregoing, any Separation Benefits paid under the Plan will be reduced, on a dollar-for-dollar basis, by the following, and such reduction shall be made without any change to the timing of payment in a manner that would violate Section 409A of the Code:
i.    any payments made or to be made to the Participant to comply with, or satisfy liability under, the WARN Act requiring payments in connection with an involuntary termination of employment, plant shutdown or workforce reduction, including amounts paid in connection with paid leaves of absence, back pay, benefits and other payments intended to satisfy such liability or alleged liability; and
ii.    any payment provided to Participant after the Date of Termination that Participant was not legally entitled to receive (e.g., salary continuation for a short period of time following the Date of Termination).


c.    No Duplicative Benefits. In the event that monetary or nonmonetary severance and benefits are due from any other severance plan, program or agreement (“Other Source”), then the Plan Administrator will compare such severance and benefits to the severance and benefits due under the Plan and, where the severance and benefits are of the same nature or class, the Participant will be provided with the severance and benefits from the Other Source if such severance and benefits are, in the aggregate, greater than the severance and benefits provided under this Plan; provided, however, under no circumstances shall the Participant receive duplicate severance and benefits as determined by the Plan Administrator, with the result being that the Participant receives, in the aggregate, no less favorable severance and benefits than those due under the Plan. If the Participant is eligible to receive severance and benefits from any Other Source, the form and timing of payments under such Other Source will be determined as set forth by such Other Source, and the form and timing of any remaining severance and benefits payable under the Plan will be as described herein without any change in the timing of payment that would violate Section 409A of the Code. For the avoidance of doubt, the Participant’s entitlement to any enhanced or additional severance benefits under Section 3.02(b)(ii) of the CIC Plan shall not be considered duplicative and shall be payable as contemplated in such plan; provided that entitlement to severance payments or benefits under any other provision of the CIC Plan shall be in lieu of the severance and benefits under this Plan.
SECTION 3.04    Payment Obligations Absolute. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to a Participant under any of the provisions of the Plan, nor shall the amount of any payment hereunder be reduced by any compensation earned by a Participant as a result of employment by another employer.
ARTICLE IV

Certain Tax Rules
SECTION 4.01    Tax Withholding; No Guarantee of Tax Consequences. The Company and its Subsidiaries and Affiliates shall have the power to deduct or withhold, or require the Participant to remit to the Company or its Subsidiaries or Affiliates, any amount deemed sufficient to satisfy U.S. Federal, state, local and non-U.S. taxes, as deemed necessary or appropriate by the Company or its Subsidiaries or Affiliates. No representation, commitment or guarantee is made that any amounts paid under the Plan will be excludable from the recipient’s gross income for any tax purpose, or that any other tax treatment will apply or be available to such Person.
SECTION 4.02    Six-Month Delay for Specified Employee. Notwithstanding any other provision to the contrary, if any Participant is a Specified Employee, no payments under the Plan that constitute nonqualified deferred compensation subject to Section 409A of the Code shall be made to such Participant prior to the date that is six months after the Date of Termination, or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes thereunder. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.


SECTION 4.03    Cutback of Parachute Payments.
a.    Notwithstanding any other provision to the contrary, if a Participant is a “disqualified individual” (as defined in Section 280G of the Code) and any portion of the Separation Benefits or other payments and benefits the Participant is entitled to receive, has received or would receive in connection with a “change in ownership or control” as defined in Section 280G of the Code (such payments and benefits, collectively, the “Payments”) would constitute a “parachute payment” (as defined in Section 280G of the Code), then the Payments shall be either (i) reduced (but not below zero) so that the aggregate present value of the Payments will be one dollar ($1.00) less than three times such Participant’s “base amount” (as defined in Section 280G of the Code), such that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code; or (ii) paid in full, whichever produces the better net after-tax result for such Participant (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable tax).
b.    The reduction of the Payments, if any, shall be made by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time), with any benefits exempt from Section 409A of the Code reduced first.
c.    All determinations as to the Payments to be reduced and the amount of reduction shall be made by a nationally recognized certified public accounting firm selected by the Company (the “Accountant”), whose determination shall be conclusive and binding. It is expressly understood that in determining the amount of any reduction to the Payments, the Accountant shall conduct a “reasonable compensation” analysis under Section 280G of the Code, including a valuation of any applicable noncompetition or other covenant, and the Company and the Participant shall cooperate in good faith in connection with such valuation. All such determinations by the Accountant shall be at the Company’s expense.
d.    If the Accountant, based on controlling precedent or substantial authority, determines that a Payment has been made or provided and, through error or otherwise, that Payment, when aggregated with other Payments used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the applicable Participant’s base amount, the Participant shall immediately repay such excess to the Company upon notification that an overpayment has been made. If the Accountant, based on controlling precedent or substantial authority, determines that a Payment has been reduced pursuant to this Section 4.03 that could have been fully paid or distributed, the Company (or applicable payor) shall promptly pay such amount to the Participant, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.
SECTION 4.04    Section 409A Considerations. Payments and benefits under the Plan are intended to be exempt from (to the maximum extent possible) or compliant with Section 409A of the Code, and the Company shall interpret and administer the Plan in accordance therewith. The Company may make amendments to the Plan or revise the timing of any payments to be made hereunder in accordance with Section 409A of the Code. Each payment made under the Plan


(including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A of the Code. To the extent any payment subject to the Release Condition is payable during a specified period that spans two taxable years, then to the extent such payment is deemed to constitute nonqualified deferred compensation subject to Section 409A of the Code, such payment shall be made in the second taxable year. To the extent that any of the payments or benefits provided for under the Plan are deemed to constitute nonqualified deferred compensation benefits subject to Section 409A of the Code, references to “termination of employment”, “termination”, or words and phrases of similar import shall be deemed to refer to “separation from service” as defined in Section 409A of the Code, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A of the Code. To the extent that any payments or benefits provided for under the Plan are deemed to be a substitute for nonqualified deferred compensation subject to Section 409A of the Code, then the payments and benefits payable hereunder shall be paid at the same time and in the same form as such substituted benefits and payments to the extent required to comply with Section 409A of the Code. To the extent that any reimbursements under the Plan are taxable to a Participant, any such reimbursement payment due to the Participant shall be paid to the Participant as promptly as practicable consistent with the Company’s practice following the Participant’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the last day of the Participant’s taxable year following the taxable year in which the related expense was incurred. The in-kind benefits and reimbursements under the Plan are not subject to liquidation or exchange for another benefit, and the amount of such benefits or reimbursements that a Participant receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Participant receives in any other taxable year. The Continued Benefits are intended to be provided in a manner that is intended to satisfy an exception to Section 409A of the Code, and therefore not be treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Section 409A of the Code, or in a manner that otherwise complies with Section 409A of the Code, including (a) providing for the reimbursement of medical expenses incurred during the time period for which the Participant would be entitled to continuation coverage under a group health plan of the Company under COBRA or (b) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Section 409A of the Code and the authoritative guidance thereunder.
ARTICLE V

Successor to Company
The Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place.
In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan, the Company, as a condition precedent to such transaction, shall require such successor expressly and unconditionally to assume and agree


to perform the Company’s obligations under the Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
In addition, any successor of the Company must treat employment service with the Company or any Affiliate (irrespective of whether the Employee was a Participant at the time of such service) and the successor and its affiliates as continuous employment service with the Company and its Affiliates for all purposes of calculating Separation Benefits.
ARTICLE VI

Amendment and Termination
SECTION 6.01    Amendment and Termination. The Company expects the Plan to be permanent, but since future conditions affecting the Company or its Subsidiaries and its Affiliates cannot be anticipated or foreseen, the Board must necessarily and does hereby reserve the right to amend, modify or terminate the Plan at any time by action of the Board; provided, however, that no amendment or modification that would adversely affect the rights or potential rights of any Participant, or any termination of the Plan, shall have the effect of excluding from participation in the Plan, or otherwise adversely affect the rights or potential rights, of any Participant who at the time of such Plan termination, amendment, or modification has fully satisfied the eligibility criteria set forth in Section 2.01, before the earlier to occur of (i) the one-year anniversary of such amendment, modification, or termination, and (ii) the date of the impacted Participant’s written consent.
SECTION 6.02    Board Approval. Any amendment, suspension, discontinuation or termination of the Plan shall be approved by the Board.
ARTICLE VII

Miscellaneous
SECTION 7.01    Employment Status. This Plan does not constitute a contract of employment or impose on any Participant, the Company or any Subsidiary or Affiliate any obligation to retain the Participant as an Employee, to change the status of the Participant’s employment, or to change the policies of the Company or any Subsidiary or Affiliate regarding termination of employment. Nothing contained in the Plan will be construed as (a) an employment contract between the Company or any Subsidiary or Affiliate and any Employee; (b) a right of any Employee to be continued in the employment of the Company or its Subsidiaries or Affiliates; or (c) a limitation of the right of the Company or its Subsidiaries or Affiliates to discharge any Employee, with or without Cause, at any time. All Employees will be subject to discharge to the same extent as if the Plan had never been adopted.
SECTION 7.02    Special Compensation. Except as otherwise required by law or as specifically provided in any plan or program maintained by the Company, no payment under the Plan shall be included or taken into account in determining any benefit under any pension, thrift, profit sharing, group insurance, or other benefit plan maintained by the Company.


SECTION 7.03    Sources of Payment. The benefits provided under the Plan will be paid from the general assets of the Company and its Subsidiaries and Affiliates in accordance with the terms and provisions of the Plan. Nothing herein will be construed to require the Company or any Subsidiaries or Affiliate to maintain any trust, fund, or otherwise segregate any amount for the benefit of any Person. Furthermore, no Person with a claim for Separation Benefits hereunder will have any claim against, right to, security or other interest in, any fund, account, or assets of the Company or any Subsidiary or Affiliate.
SECTION 7.04    Non-Alienation. No payments, benefits or rights hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment, charge, execution or levy of any kind, either voluntary or involuntary, by creditors of any Employee or any Employee’s beneficiary. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach, garnish, charge, execute or levy any payments, benefits or rights hereunder will be void and without effect.
SECTION 7.05    Beneficiary. If a Participant is entitled to receive Separation Benefits but dies prior to receiving entire payment of his Separation Benefits, the Participant’s remaining Separation Benefits shall be paid in accordance with the Participant’s beneficiary designation specifying the Separation Benefits, or if no such designation exists, to the Participant’s estate, in accordance with the payment timing provisions set forth in Article III.
SECTION 7.06    Severability. Any provision in the Plan that is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 7.07    Governing Law. The terms, conditions and provisions of the Plan will be construed, governed and enforced under the laws of Delaware, without regard to its conflicts of law provisions, except as may be preempted by ERISA or other controlling U.S. Federal law. The Plan is intended to be a “top hat” plan for purposes of ERISA, and shall be construed accordingly.
ARTICLE VIII

Administration and Claims Procedures
SECTION 8.01    Administration. The Plan Administrator shall have all powers necessary or proper to administer the Plan and to discharge its duties hereunder, and shall have authority to interpret the Plan, apply the provisions hereof, determine eligibility and make all other determinations necessary for the administration of the Plan. The Plan Administrator may establish such rules and procedures as may be necessary to enable it to discharge its duties hereunder. The Plan Administrator may allocate to others certain aspects of the management, operation and responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties or functions, to qualified individuals or entities. In writing, or by custom, practice or in operation, the Plan Administrator may provide for the allocation or


delegation of any of its duties hereunder to any Person. The Plan Administrator or its designee will also be authorized to engage or employ agents, attorneys, accountants, consultants, and other advisors which it deems to be necessary or appropriate to assist in discharging its duties hereunder.
SECTION 8.02    Claims Procedures. Generally, an employee who is eligible to receive benefits under the Plan does not have to file a claim for such benefits. If a claimant believes that he or she did not receive a benefit to which he or she is entitled, the claimant may file a written claim with the Plan Administrator at the following address stating all of the facts on which the claim is based:
Attention: Plan Administrator, Western Midstream Partners, LP Executive Severance Plan
Senior Human Resources Officer
9950 Woodloch Forest
Suite 2800
The Woodlands, TX 77380
Within 60 days following receipt of the claim, the Plan Administrator will:
•request any additional information needed to make a decision regarding the claim;
•pay benefits provided by the Plan; or
•send notification to the claimant of a decision to deny the claim in whole or in part.
If additional information is requested or required in order to make a decision regarding a claim, the claimant will have 60 days from the date the claimant receives such a request to provide the information. The Plan Administrator’s decision to pay benefits or deny a claim in whole or in part will be postponed to allow the claimant to respond to the request. If the claimant does not provide the information within 60 days after the claimant receives the request, the claim will be denied unless the claimant has requested and been granted additional time to provide the information.
If the Plan Administrator denies a claim in whole or in part, the claimant will receive written notice of the denial within 60 days from the date any requested additional information was received. The notice will provide the following:
•the specific reasons for the denial of the claim (including the facts upon which the denial is based) and reference to any pertinent Plan provisions on which the denial is based;
•if applicable, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and


•an explanation of the claims review appeal procedure including the name and address of the Person or committee to whom an appeal should be directed.
Within 60 days after the claimant receives the notice of denial from the Plan Administrator, the claimant may request a review of the claim by the Plan Administrator. The request must be in writing and must state the reason or reasons why the claimant believes the claim should not have been denied. The claimant should also include with the written request for an appeal any and all documents, materials, or other evidence which he or she believes supports the claim for benefits. The request should be addressed to the Plan Administrator at the address of the Plan Administrator.
Generally, the Plan Administrator will give the claimant written notice of its decision within 60 days of the date the claimant’s request for review was received by the Plan Administrator. However, if the Plan Administrator finds that special circumstances exist, its decision may be given to the claimant more than 60 days after the date the claimant’s request was received, but not later than 120 days after such date. The Plan Administrator’s notice of its decision will include specific reasons for its decision and specific references to the provisions of the Plan on which its decision is based. The decision of the Plan Administrator shall be final, conclusive and binding on all Persons (including Employees, Participants and beneficiaries).
Prior to authorizing and awarding any Separation Benefits hereunder, the Plan Administrator may require the claimant to provide additional information, and to complete any required or requested releases, forms or other documents hereunder, including filing of all claims and requests for payment from any other source.
SECTION 8.03    Legal Proceedings. Any claims and disputes between or among any Persons arising out of or in any way connected with this Plan shall be solely and finally settled by Plan Administrator, acting in good faith, the determination of which shall be final. Unless prohibited by applicable law, no legal action may be commenced prior to the completion of the benefits claims procedure described in the Plan. In addition, no legal action may be commenced after the later of 180 days after receiving a written response of the Plan Administrator to an appeal or 365 days after the date the claimant was terminated. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator.


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, Oscar K. Brown, 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: May 7, 2025
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)


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: May 7, 2025
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)


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, Oscar K. Brown, 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: May 7, 2025
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)


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: May 7, 2025
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)


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, Oscar K. Brown, 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 March 31, 2025, 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.
  
May 7, 2025  /s/ Oscar K. Brown
  
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
May 7, 2025  
  /s/ Kristen S. Shults
  
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
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.


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, Oscar K. Brown, 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 March 31, 2025, 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.
  
May 7, 2025  /s/ Oscar K. Brown
  
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
May 7, 2025  
  /s/ Kristen S. Shults
  
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
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.