Western Midstream Partners LP
For the period ended Sep 30, 2024. Filed Nov 6, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 6, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended September 30, 2024
Or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
WESTERN MIDSTREAM PARTNERS, LP
WESTERN MIDSTREAM OPERATING, LP
(Exact name of registrant as specified in its charter)
| Commission file number: | State or other jurisdiction of incorporation or organization: | I.R.S. Employer Identification No.: | |
|---|---|---|---|
| Western Midstream Partners, LP | 001-35753 | Delaware | 46-0967367 |
| Western Midstream Operating, LP | 001-34046 | Delaware | 26-1075808 |
| Address of principal executive offices: · Zip Code: · Registrant’s telephone number, including area code: | ||||||
|---|---|---|---|---|---|---|
| Western Midstream Partners, LP | 9950 Woodloch Forest Drive, Suite 2800 | The Woodlands, | Texas | 77380 | (346) | 786-5000 |
| Western Midstream Operating, LP | 9950 Woodloch Forest Drive, Suite 2800 | The Woodlands, | Texas | 77380 | (346) | 786-5000 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchangeon which registered | Common units outstanding as of November 1, 2024: | |
|---|---|---|---|---|
| Western Midstream Partners, LP | Common units | WES | New York Stock Exchange | 380,555,427 |
| Western Midstream Operating, LP | None | None | None | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Western Midstream Partners, LP | Yes | þ | No | ¨ |
|---|---|---|---|---|
| Western Midstream Operating, LP | Yes | þ | No | ¨ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Western Midstream Partners, LP | Yes | þ | No | ¨ |
|---|---|---|---|---|
| Western Midstream Operating, LP | Yes | þ | No | ¨ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Western Midstream Partners, LP | Large Accelerated Filer | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging Growth Company |
|---|---|---|---|---|---|
| þ | ☐ | ☐ | ☐ | ☐ | |
| Western Midstream Operating, LP | Large Accelerated Filer | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging Growth Company |
| ☐ | ☐ | þ | ☐ | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Western Midstream Partners, LP | ¨ |
|---|---|
| Western Midstream Operating, LP | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Western Midstream Partners, LP | Yes | ☐ | No | þ |
|---|---|---|---|---|
| Western Midstream Operating, LP | Yes | ☐ | No | þ |
FILING FORMAT
This quarterly report on Form 10-Q is a combined report being filed by two separate registrants: Western Midstream Partners, LP and Western Midstream Operating, LP. Western Midstream Operating, LP is a consolidated subsidiary of Western Midstream Partners, LP that has publicly traded debt, but does not have any publicly traded equity securities. Information contained herein related to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrant.
Part I, Item 1 of this quarterly report includes separate financial statements (i.e., consolidated statements of operations, consolidated balance sheets, consolidated statements of equity and partners’ capital, and consolidated statements of cash flows) for Western Midstream Partners, LP and Western Midstream Operating, LP. The accompanying Notes to Consolidated Financial Statements, which are included under Part I, Item 1 of this quarterly report, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part I, Item 2 of this quarterly report, are presented on a combined basis for each registrant, with any material differences between the registrants disclosed separately.
| TABLE OF CONTENTS | |||
|---|---|---|---|
| PAGE | |||
| PART I | FINANCIAL INFORMATION (UNAUDITED) | ||
| Item 1. · Financial Statements | |||
| Western Midstream Partners, LP | |||
| Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 | 6 | ||
| Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023 | 7 | ||
| Consolidated Statements of Equity and Partners’ Capital for the three and nine months ended September 30, 2024 and 2023 | 8 | ||
| Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 | 10 | ||
| Western Midstream Operating, LP | |||
| Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 | 11 | ||
| Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023 | 12 | ||
| Consolidated Statements of Equity and Partners’ Capital for the three and nine months ended September 30, 2024 and 2023 | 13 | ||
| Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 | 14 | ||
| Notes to Consolidated Financial Statements | 15 | ||
| Note 1. Description of Business and Basis of Presentation | 15 | ||
| Note 2. Revenue from Contracts with Customers | 18 | ||
| Note 3. Acquisitions and Divestitures | 20 | ||
| Note 4. Partnership Distributions | 21 | ||
| Note 5. Equity and Partners’ Capital | 23 | ||
| Note 6. Related-Party Transactions | 24 | ||
| Note 7. Equity Investments | 27 | ||
| Note 8. Property, Plant, and Equipment | 28 | ||
| Note 9. Selected Components of Working Capital | 29 | ||
| Note 10. Debt and Interest Expense | 30 | ||
| Note 11. Commitments and Contingencies | 33 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | |
| Cautionary Note Regarding Forward-Looking Statements | 34 | ||
| Executive Summary | 36 | ||
| Outlook | 38 | ||
| Acquisitions and Divestitures | 39 | ||
| Results of Operations | 40 | ||
| Operating Results | 40 | ||
| Reconciliation of Non-GAAP Financial Measures | 47 | ||
| Key Performance Metrics | 52 | ||
| Liquidity and Capital Resources | 54 | ||
| Items Affecting the Comparability of Financial Results with WES Operating | 58 | ||
| Critical Accounting Estimates | 59 | ||
| Recent Accounting Developments | 59 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 59 | |
| Item 4. | Controls and Procedures | 60 | |
| PART II | OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 60 | |
| Item 1A. | Risk Factors | 60 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 60 | |
| Item 5. | Other Information | 61 | |
| Item 6. | Exhibits | 61 | |
COMMONLY USED ABBREVIATIONS AND TERMS
References to “we,” “us,” “our,” “WES,” “the Partnership,” or “Western Midstream Partners, LP” refer to Western Midstream Partners, LP (formerly Western Gas Equity Partners, LP) and its subsidiaries. The following list of abbreviations and terms are used in this document:
| Defined Term | Definition |
|---|---|
| Anadarko | Anadarko Petroleum Corporation and its subsidiaries, excluding our general partner, which became a wholly owned subsidiary of Occidental upon closing of the Occidental Merger on August 8, 2019. |
| Barrel, Bbl, Bbls/d, MBbls/d | 42 U.S. gallons measured at 60 degrees Fahrenheit, barrels per day, thousand barrels per day. |
| Board | The board of directors of WES’s general partner. |
| Chipeta | Chipeta Processing, LLC, in which we are the managing member of and own a 75% interest. |
| Condensate | A natural-gas liquid with a low vapor pressure compared to drip condensate, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions. |
| DBM water systems | Produced-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 Act | The Securities Exchange Act of 1934, as amended. |
| FRP | Front Range Pipeline LLC, in which we own a 33.33% interest. |
| GAAP | Generally accepted accounting principles in the United States. |
| General partner | Western Midstream Holdings, LLC, the general partner of the Partnership. |
| Imbalance | Imbalances result from (i) differences between gas and NGLs volumes nominated by customers and gas and NGLs volumes received from those customers and (ii) differences between gas and NGLs volumes received from customers and gas and NGLs volumes delivered to those customers. |
| Marcellus Interest | The 33.75% interest in the Larry’s Creek, Seely, and Warrensville gas-gathering systems and related facilities located in northern Pennsylvania 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 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). |
| 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. |
| Defined Term | Definition |
|---|---|
| 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, by and among Occidental, Anadarko, and WES Operating GP. |
| 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. |
| $1.25 billion Purchase Program | The $1.25 billion buyback program ending December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.