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Western Midstream Partners LP

For the period ended Dec 31, 2023. Filed Feb 21, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 21, 2024

WES$39.850.0%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2023

Or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

WESTERN MIDSTREAM PARTNERS, LP

WESTERN MIDSTREAM OPERATING, LP

(Exact name of registrant as specified in its charter)

Commission file number:State or other jurisdiction of incorporation or organization:I.R.S. Employer Identification No.:
Western Midstream Partners, 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 exchangeon which registered
Western Midstream Partners, LPCommon unitsWESNew York Stock Exchange
Western Midstream Operating, LPNoneNoneNone

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Western Midstream Partners, LPYesþNo¨
Western Midstream Operating, LPYesþNo¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Western Midstream Partners, LPYes¨Noþ
Western Midstream Operating, LPYes¨Noþ

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, LPYesþNo¨
Western Midstream Operating, LPYesþNo¨

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, LPYesþNo¨
Western Midstream Operating, LPYesþNo¨

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Western Midstream Partners, LP☑
Western Midstream Operating, LP☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Western Midstream Partners, LP☐
Western Midstream Operating, LP☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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☐Noþ
Western Midstream Operating, LPYes☐Noþ

The aggregate market value of the registrant’s common units representing limited partner interests held by non-affiliates of the registrant on June 30, 2023, based on the closing price as reported on the New York Stock Exchange.

Western Midstream Partners, LP$5.1 billion
Western Midstream Operating, LPNone

Common units outstanding as of February 14, 2024:

Western Midstream Partners, LP380,483,668
Western Midstream Operating, LPNone

DOCUMENTS INCORPORATED BY REFERENCE

None

Auditor NameAuditor LocationAuditor Firm ID
Western Midstream Partners, LPKPMG LLPHouston, Texas185
Western Midstream Operating, LPKPMG LLPHouston, Texas185

FILING FORMAT

This annual report on Form 10-K 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 II, Item 8 of this annual 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 II, Item 8 of this annual report, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part II, Item 7 of this annual report, are presented on a combined basis for each registrant, with any material differences between the registrants disclosed separately.

TABLE OF CONTENTS

Item · Page
PART I
1 and 2.Business and Properties8
General Overview8
Assets and Areas of Operation9
Acquisitions and Divestitures11
Strategy11
Competitive Strengths12
WES and WES Operating’s Relationship with Occidental Petroleum Corporation13
Properties14
Competition28
Regulation of Operations28
Environmental Matters and Occupational Health and Safety Regulations32
Title to Properties and Rights-of-Way36
Human Capital Resources36
1A.Risk Factors37
1B.Unresolved Staff Comments53
1C.Cybersecurity53
3.Legal Proceedings54
4.Mine Safety Disclosures54
PART II
5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities55
Market Information55
Other Securities Matters55
Selected Information From Our Partnership Agreement56
7.Management’s Discussion and Analysis of Financial Condition and Results of Operations57
Executive Summary57
Our Operations59
How We Evaluate Our Operations60
Items Affecting the Comparability of Our Financial Results61
Results of Operations62
Operating Results62
Reconciliation of Non-GAAP Financial Measures68
Key Performance Metrics73
General Trends and Outlook74
Liquidity and Capital Resources75
Items Affecting the Comparability of Financial Results with WES Operating81
Critical Accounting Estimates82
Recent Accounting Developments83
7A.Quantitative and Qualitative Disclosures About Market Risk84
8.Financial Statements85
9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure140
9A.Controls and Procedures140
9B.Other Information140
9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections140
Item · Page
PART III
10.Directors, Executive Officers, and Corporate Governance141
11.Executive Compensation148
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters175
13.Certain Relationships and Related Transactions, and Director Independence177
14.Principal Accounting Fees and Services183
PART IV
15.Exhibits, Financial Statement Schedules184

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
AnadarkoAnadarko Petroleum Corporation and its subsidiaries, excluding our general partner, which became a wholly owned subsidiary of Occidental upon closing of the Occidental Merger on August 8, 2019.
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.
Cactus IICactus II Pipeline LLC, in which we held a 15% interest that we sold in November 2022 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).
ChipetaChipeta Processing, LLC, in which we are the managing member of and own a 75% interest.
Chipeta LLC agreementChipeta’s limited liability company agreement, as amended and restated as of July 23, 2009.
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.
Delivery pointThe point where hydrocarbons are delivered by a processor or transporter to a producer, shipper, or purchaser, typically the inlet at the interconnection between the gathering or processing system and the facilities of a third-party processor or transporter.
DJ Basin complexThe Platte Valley, Fort Lupton, Wattenberg, Lancaster, and Latham processing plants, and the Wattenberg gathering system.
EBITDAEarnings before interest, taxes, depreciation, and amortization. For a definition of “Adjusted EBITDA,” see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K.
Equity-investment throughputOur share of average throughput from investments accounted for under the equity method of accounting.
Exchange ActThe Securities Exchange Act of 1934, as amended.
Floating-Rate Senior Notes due 2023WES Operating’s floating-rate Senior Notes due 2023, which were fully repaid in January 2023.
FERCThe Federal Energy Regulatory Commission.
FRPFront Range Pipeline LLC, in which we own a 33.33% interest.
GAAPGenerally accepted accounting principles in the United States.
General partnerWestern Midstream Holdings, LLC, the general partner of the Partnership.
ImbalanceImbalances 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 InterestThe 33.75% interest in the Larry’s Creek, Seely, and Warrensville gas-gathering systems and related facilities located in northern Pennsylvania.
Mcf, MMcf, MMcf/dThousand cubic feet, million cubic feet, million cubic feet per day.
MeritageMeritage Midstream Services II, LLC, which was acquired by the Partnership on October 13, 2023.
MIGCMIGC, LLC.
Mi VidaMi Vida JV LLC, in which we own a 50% interest.
MLPMaster limited partnership.
Mont Belvieu JVEnterprise EF78 LLC, in which we own a 25% interest.
Natural-gas liquid(s) or NGL(s)The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature.
NYSENew York Stock Exchange.
OccidentalOccidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner.
Occidental MergerOccidental’s acquisition by merger of Anadarko pursuant to the Occidental Merger Agreement, which closed on August 8, 2019.
Defined TermDefinition
OTTCOOverland Trail Transmission, LLC.
PanolaPanola Pipeline Company, LLC, in which we own a 15% interest.
Powder River Basin complexThe Hilight system and assets acquired from Meritage, which includes a gathering system, processing plants, and the Thunder Creek NGL pipeline (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).
Produced waterByproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs.
Ranch WestexRanch Westex JV LLC, in which we owned a 50% interest through August 2022, and a 100% interest thereafter (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).
RCFWES Operating’s $2.0 billion senior unsecured revolving credit facility.
Red Bluff ExpressRed Bluff Express Pipeline, LLC, in which we own a 30% interest.
Red Desert complexThe Red Desert gathering lines and related facilities.
Related partiesOccidental, the Partnership’s equity interests (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K), and the Partnership and WES Operating for transactions that eliminate upon consolidation.
RendezvousRendezvous Gas Services, LLC, in which we own a 22% interest.
ResidueThe natural gas remaining after the unprocessed natural-gas stream has been processed or treated.
SaddlehornSaddlehorn Pipeline Company LLC, in which we own a 20% interest.
SECU.S. Securities and Exchange Commission.
Services AgreementThat certain amended and restated Services, Secondment, and Employee Transfer Agreement, dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP.
Springfield systemThe Springfield gas-gathering system and Springfield oil-gathering system.
StabilizationThe process to reduce the volatility of a liquid hydrocarbon stream by separating very light hydrocarbon gases, methane and ethane in particular, from heavier hydrocarbon components. This process reduces the volatility of the liquids during transportation and storage.
TailgateThe point at which processed natural gas and/or natural-gas liquids leave a processing facility for end-use markets.
TEGTexas Express Gathering LLC, in which we own a 20% interest.
TEPTexas Express Pipeline LLC, in which we own a 20% interest.
WES OperatingWestern Midstream Operating, LP, formerly known as Western Gas Partners, LP, and its subsidiaries.
WES Operating GPWestern Midstream Operating GP, LLC, the general partner of WES Operating.
West Texas complexThe Delaware Basin Midstream complex and DBJV and Haley systems.
WGRAHWGR Asset Holding Company LLC, a subsidiary of Occidental.
White CliffsWhite Cliffs Pipeline, LLC, in which we own a 10% interest.
Whitethorn LLCWhitethorn Pipeline Company LLC, in which we own a 20% interest.
WhitethornA crude-oil and condensate pipeline, and related storage facilities, owned by Whitethorn LLC.
$1.25 billion Purchase ProgramThe $1.25 billion buyback program ending December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.
$250.0 million Purchase ProgramThe $250.0 million buyback program ending December 31, 2021. As of December 31, 2021, the entire $250.0 million authorized program had been fulfilled.
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