Western Midstream(WES) - 2024 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION (UNAUDITED) Item 1. Financial Statements This section presents the unaudited consolidated financial statements for Western Midstream Partners, LP and Western Midstream Operating, LP, including statements of operations, balance sheets, equity, cash flows, and related notes Western Midstream Partners, LP Consolidated Statements of Operations Presents the consolidated statements of operations for Western Midstream Partners, LP, detailing revenues, operating income, and net income Western Midstream Partners, LP Consolidated Statements of Operations (thousands) | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenues and other | $883,362 | $776,013 | $2,676,720 | $2,248,268 | | Operating income (loss) | $395,866 | $360,762 | $1,544,989 | $987,646 | | Net income (loss) attributable to Western Midstream Partners, LP | $288,480 | $277,296 | $1,239,958 | $733,862 | | Net income (loss) per common unit – basic | $0.74 | $0.71 | $3.18 | $1.87 | | Net income (loss) per common unit – diluted | $0.74 | $0.70 | $3.17 | $1.86 | Western Midstream Partners, LP Consolidated Balance Sheets Presents the consolidated balance sheets for Western Midstream Partners, LP, detailing assets, liabilities, and equity Western Midstream Partners, LP Consolidated Balance Sheets (thousands) | Metric (thousands) | September 30, 2024 | December 31, 2023 | | :----------------- | :----------------- | :---------------- | | Total current assets | $1,832,688 | $992,410 | | Net property, plant, and equipment | $9,695,591 | $9,655,016 | | Total assets | $12,981,224 | $12,471,607 | | Total current liabilities | $1,646,195 | $1,304,056 | | Total long-term liabilities | $7,957,512 | $8,138,421 | | Total liabilities | $9,603,707 | $9,442,477 | | Total equity and partners' capital | $3,377,517 | $3,029,130 | Western Midstream Partners, LP Consolidated Statements of Equity and Partners' Capital Presents the consolidated statements of equity and partners' capital for Western Midstream Partners, LP, including noncontrolling interests and distributions Western Midstream Partners, LP Consolidated Statements of Equity and Partners' Capital (thousands) | Metric (thousands) | Balance at Sep 30, 2024 | Balance at Dec 31, 2023 | Balance at Sep 30, 2023 | | :----------------- | :---------------------- | :---------------------- | :---------------------- | | Total partners' capital | $3,236,827 | $2,897,424 | $2,821,958 | | Noncontrolling interests | $140,690 | $131,706 | $131,456 |\n| Total equity and partners' capital | $3,377,517 | $3,029,130 | $2,955,092 | - Distributions to Partnership unitholders for the nine months ended September 30, 2024, totaled $(905.2) million, compared to $(755.0) million for the same period in 2023[21] Western Midstream Partners, LP Consolidated Statements of Cash Flows Presents the consolidated statements of cash flows for Western Midstream Partners, LP, detailing operating, investing, and financing activities Western Midstream Partners, LP Consolidated Statements of Cash Flows (thousands) | Cash Flow Activity (thousands) | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $1,582,414 | $1,188,034 | | Net cash provided by (used in) investing activities | $191,153 | $(538,584) | | Net cash provided by (used in) financing activities | $(921,617) | $(446,612) | | Net increase (decrease) in cash and cash equivalents | $851,950 | $202,838 | | Cash and cash equivalents at end of period | $1,124,737 | $489,494 | Western Midstream Operating, LP Consolidated Statements of Operations Presents the consolidated statements of operations for Western Midstream Operating, LP, detailing revenues, operating income, and net income Western Midstream Operating, LP Consolidated Statements of Operations (thousands) | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenues and other | $883,362 | $776,013 | $2,676,720 | $2,248,268 | | Operating income (loss) | $396,575 | $361,271 | $1,546,990 | $989,573 | | Net income (loss) attributable to Western Midstream Operating, LP | $295,025 | $283,415 | $1,267,115 | $750,591 | Western Midstream Operating, LP Consolidated Balance Sheets Presents the consolidated balance sheets for Western Midstream Operating, LP, detailing assets, liabilities, and equity Western Midstream Operating, LP Consolidated Balance Sheets (thousands) | Metric (thousands) | September 30, 2024 | December 31, 2023 | | :----------------- | :----------------- | :---------------- | | Total current assets | $1,828,123 | $985,267 | | Net property, plant, and equipment | $9,695,591 | $9,655,016 | | Total assets | $12,973,404 | $12,462,653 | | Total current liabilities | $1,594,201 | $1,275,246 | | Total long-term liabilities | $7,954,256 | $8,135,053 | | Total liabilities | $9,548,457 | $9,410,299 | | Total equity and partners' capital | $3,424,947 | $3,052,354 | Western Midstream Operating, LP Consolidated Statements of Equity and Partners' Capital Presents the consolidated statements of equity and partners' capital for Western Midstream Operating, LP, including noncontrolling interests and distributions Western Midstream Operating, LP Consolidated Statements of Equity and Partners' Capital (thousands) | Metric (thousands) | Balance at Sep 30, 2024 | Balance at Dec 31, 2023 | Balance at Sep 30, 2023 | | :----------------- | :---------------------- | :---------------------- | :---------------------- | | Total partners' capital | $3,397,488 | $3,027,031 | $2,951,434 | | Noncontrolling interest | $27,459 | $25,323 | $26,389 |\n| Total equity and partners' capital | $3,424,947 | $3,052,354 | $2,977,823 | - Distributions to WES Operating unitholders for the nine months ended September 30, 2024, totaled $(924.8) million, compared to $(912.8) million for the same period in 2023[30] Western Midstream Operating, LP Consolidated Statements of Cash Flows Presents the consolidated statements of cash flows for Western Midstream Operating, LP, detailing operating, investing, and financing activities Western Midstream Operating, LP Consolidated Statements of Cash Flows (thousands) | Cash Flow Activity (thousands) | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $1,557,256 | $1,174,090 | | Net cash provided by (used in) investing activities | $191,153 | $(538,584) | | Net cash provided by (used in) financing activities | $(898,745) | $(437,154) | | Net increase (decrease) in cash and cash equivalents | $849,664 | $198,352 | | Cash and cash equivalents at end of period | $1,117,848 | $484,453 | Notes to Consolidated Financial Statements This section provides detailed explanations and disclosures for the consolidated financial statements of Western Midstream Partners, LP and Western Midstream Operating, LP Note 1. Description of Business and Basis of Presentation Describes the business operations, asset locations, ownership structure, and accounting policies for Western Midstream Partners, LP - Western Midstream Partners, LP (WES) is a Delaware master limited partnership engaged in gathering, compressing, treating, processing, and transporting natural gas, NGLs, and crude oil, and disposing of produced water, with WES owning 98.0% of Western Midstream Operating, LP (WES Operating)[31] - WES's assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming)[32] Asset Types and Ownership Structure | Asset Type | Wholly Owned and Operated | Operated Interests | Equity Interests | | :--------------------------------- | :------------------------ | :----------------- | :--------------- | | Gathering systems | 18 | 2 | 1 | | Treating facilities | 39 | 3 | — | | Natural-gas processing plants/trains | 26 | 3 | 1 | | NGLs pipelines | 3 | — | 4 | | Natural-gas pipelines | 6 | — | 1 | | Crude-oil pipelines | 2 | 1 | 1 | - The Partnership's noncontrolling interests consist of a 25% third-party interest in Chipeta and a 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary[39] - The Partnership operates as a single operating segment, with new segment reporting disclosure requirements to be adopted in fiscal year 2024[40] Equity-Based Compensation (thousands) | Metric | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------------- | :-------------------------- | :-------------------------- | | Common units issued under long-term incentive plans | 1,035,444 | 832,707 | | Equity-based compensation expense | $28.6 million | $22.0 million | Note 2. Revenue from Contracts with Customers Details the Partnership's revenue recognition policies and disaggregates revenue by type, including future expected revenues Revenue from Contracts with Customers (thousands) | Revenue Type | 3 Months Ended Sep 30, 2024 (thousands) | 3 Months Ended Sep 30, 2023 (thousands) | 9 Months Ended Sep 30, 2024 (thousands) | 9 Months Ended Sep 30, 2023 (thousands) | | :--------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Service revenues – fee based | $814,319 | $695,547 | $2,389,366 | $2,004,920 | | Service revenues – product based | $49,115 | $48,446 | $177,321 | $142,212 | | Product sales | $19,673 | $31,652 | $109,076 | $100,336 | | Total revenue from customers | $883,107 | $775,645 | $2,675,763 | $2,247,468 | - Receivables from customers were $664.0 million as of September 30, 2024, an increase from $661.6 million at December 31, 2023[43] - The contract assets balance at September 30, 2024, was $39.2 million, slightly down from $39.3 million at December 31, 2023[44] Expected Future Revenues (thousands) | Year | Expected Future Revenues (thousands) | | :------------ | :----------------------------------- | | Remainder of 2024 | $296,754 | | 2025 | $1,111,497 |\n| 2026 | $1,049,918 |\n| 2027 | $949,426 |\n| 2028 | $773,160 |\n| Thereafter | $2,076,819 |\n| Total | $6,257,574 | Note 3. Acquisitions and Divestitures Outlines significant acquisitions and divestitures, including the sale of Marcellus Interest systems and equity investments, and the Meritage Midstream acquisition - In Q2 2024, WES sold its 33.75% interest in the Marcellus Interest systems for $206.2 million, resulting in a net gain on sale of $63.9 million[50] - In Q1 2024, WES sold equity investments in Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn for combined proceeds of $588.6 million, resulting in a net gain on sale of $239.7 million[51] - On October 13, 2023, WES acquired Meritage Midstream Services II, LLC for $885.0 million, expanding its Powder River Basin asset base and increasing natural-gas processing capacity to 440 MMcf/d[52] Meritage Acquisition (Oct 13, 2023) - Fair Value (thousands) | Meritage Acquisition (Oct 13, 2023) | Fair Value (thousands) | | :---------------------------------- | :--------------------- | | Assets acquired: | | | Cash and cash equivalents | $38,412 | | Accounts receivable, net | $34,060 | | Other current assets | $1,980 | | Property, plant, and equipment | $926,347 | | Other assets | $6,498 | | Total assets acquired | $1,007,297 | | Liabilities assumed: | | | Accounts payable and accrued liabilities | $34,733 | | Other current liabilities | $5,451 | | Asset retirement obligation | $22,156 | | Other liabilities | $28,356 | | Total liabilities assumed | $90,696 | Note 4. Partnership Distributions Details the Partnership's quarterly cash distribution policy and amounts paid to unitholders and WES Operating - The Partnership distributes all available cash to unitholders quarterly, subject to reserves for business conduct, capital expenditures, compliance, and future distributions[56] Quarterly Per-Unit and Total Cash Distributions to Partnership Unitholders (thousands) | Quarter Ended | Quarterly Per-unit Distribution | Total Cash (thousands) | | :------------ | :------------------------------ | :--------------------- | | March 31, 2024 | $0.875 | $340,858 | | June 30, 2024 | $0.875 | $340,859 | | Sep 30, 2024 | $0.875 | $340,914 | | March 31, 2023 | $0.856 | $336,987 | | June 30, 2023 | $0.5625 | $221,442 | | Sep 30, 2023 | $0.575 | $223,432 | - WES Operating makes quarterly cash distributions to the Partnership and WGR Asset Holding Company LLC (an Occidental subsidiary) proportional to their limited partner interests[59] Quarterly Cash Distributions from WES Operating (thousands) | Quarter Ended | Total Cash (thousands) | | :------------ | :--------------------- | | March 31, 2024 | $347,675 | | June 30, 2024 | $347,675 | | Sep 30, 2024 | $347,356 | | March 31, 2023 | $342,895 | | June 30, 2023 | $226,260 | | Sep 30, 2023 | $229,446 | Note 5. Equity and Partners' Capital Provides information on ownership interests, common unit buyback programs, and net income attributable to limited partners - As of September 30, 2024, Occidental held a 42.5% limited partner interest and a 2.3% general partner interest in WES, while the public held a 55.2% limited partner interest[61] - In August 2024, affiliates of Occidental sold 19.5 million WES common units in an underwritten offering, with no proceeds received by the Partnership[61] - WES has a $1.25 billion common unit buyback program through December 31, 2024, with $627.8 million authorized remaining, and no units repurchased in the nine months ended September 30, 2024[62] - WES owns a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating, with Occidental owning a 2.0% limited partner interest[63] Net Income and Units Outstanding (thousands, except per unit data) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Limited partners' interest in net income (loss) | $281,772 | $270,843 | $1,211,113 | $716,902 | | Weighted-average common units outstanding – Basic | 380,513 | 383,561 | 380,343 | 384,211 | | Net income (loss) per common unit – Basic | $0.74 | $0.71 | $3.18 | $1.87 | | Net income (loss) per common unit – Diluted | $0.74 | $0.70 | $3.17 | $1.86 | Note 6. Related-Party Transactions Details revenues and throughput attributable to related parties, primarily Occidental, and discusses contractual interpretations Related-Party Revenues (thousands) | Related-Party Revenues (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Service revenues – fee based | $530,434 | $454,039 | $1,533,251 | $1,300,870 | | Service revenues – product based | $13,664 | $(234) | $44,214 | $14,524 | | Product sales | $1,109 | $9,818 | $1,642 | $38,597 | | Total revenues and other | $545,207 | $463,623 | $1,579,107 | $1,353,991 | - Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented[82] Throughput Attributable to Occidental | Throughput Attributable to Occidental | 3 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2023 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Natural-gas throughput | 36% | 34% | 34% | 34% | | Crude-oil and NGLs throughput | 92% | 90% | 87% | 87% | | Produced-water throughput | 78% | 77% | 77% | 78% | - The Partnership is currently discussing varying interpretations of contractual provisions with Occidental regarding the calculation of cost-of-service rates under a DJ Basin oil-gathering contract, which could negatively impact financial results if resolved adversely[75] Note 7. Equity Investments Summarizes changes in equity investments, including balances, income, distributions, and divestitures Equity Investment Activity (thousands) | Equity Investment | Balance at Dec 31, 2023 (thousands) | Equity Income, net (thousands) | Distributions (thousands) | Divestitures (thousands) | Balance at Sep 30, 2024 (thousands) | | :---------------- | :---------------------------------- | :----------------------------- | :------------------------ | :----------------------- | :---------------------------------- | | White Cliffs | $13,248 | $3,256 | $(3,256) | — | $10,690 | | Rendezvous | $10,815 | $(1,682) | $(1,021) | — | $6,872 | | Mont Belvieu JV | $88,556 | $51 | $(442) | $(82,118) | — | | TEG | $15,185 | $622 | $(639) | — | $14,707 | | TEP | $172,559 | $19,900 | $(20,089) | — | $170,277 | | FRP | $186,551 | $35,823 | $(34,996) | — | $182,637 | | Whitethorn LLC | $144,799 | $1,185 | $3,326 | $(144,386) | — | | Saddlehorn | $101,760 | $4,200 | $(4,124) | $(98,740) | — | | Panola | $18,716 | $74 | $(74) | $(17,695) | — | | Mi Vida | $45,424 | $6,862 | $(7,840) | — | $44,446 | | Red Bluff Express | $106,922 | $13,936 | $(13,936) | — | $105,543 | | Total | $904,535 | $84,227 | $(83,091) | $(342,939) | $535,172 | - During the first quarter of 2024, the Partnership completed the sale of its equity investments in Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn to third parties[83] Note 8. Property, Plant, and Equipment Details the cost, accumulated depreciation, and net book value of property, plant, and equipment, including impairment events Property, Plant, and Equipment (thousands) | Asset Category | September 30, 2024 (thousands) | December 31, 2023 (thousands) | | :--------------------------------- | :----------------------------- | :---------------------------- | | Total property, plant, and equipment (Cost) | $15,342,193 | $14,945,431 | | Less accumulated depreciation | $5,646,602 | $5,290,415 | | Net property, plant, and equipment | $9,695,591 | $9,655,016 | - During the nine months ended September 30, 2023, the Partnership recognized a $52.1 million long-lived asset impairment for assets in the Rockies due to a contract termination notice[86] Note 9. Selected Components of Working Capital Provides a breakdown of key working capital components for both WES and WES Operating, including receivables, inventories, and accrued liabilities Accounts Receivable, Net (thousands) | Component | WES (Sep 30, 2024) (thousands) | WES (Dec 31, 2023) (thousands) | WES Operating (Sep 30, 2024) (thousands) | WES Operating (Dec 31, 2023) (thousands) | | :------------------------ | :----------------------------- | :----------------------------- | :--------------------------------------- | :--------------------------------------- | | Trade receivables, net | $670,613 | $665,892 | $673,816 | $665,892 | | Other receivables, net | $1,022 | $745 | $982 | $723 | | Total accounts receivable, net | $671,635 | $666,637 | $674,798 | $666,615 | Other Current Assets (thousands) | Component | WES (Sep 30, 2024) (thousands) | WES (Dec 31, 2023) (thousands) | WES Operating (Sep 30, 2024) (thousands) | WES Operating (Dec 31, 2023) (thousands) | | :------------------------ | :----------------------------- | :----------------------------- | :--------------------------------------- | :--------------------------------------- | | NGLs inventory | $1,892 | $2,557 | $1,892 | $2,557 | | Imbalance receivables | $5,341 | $5,056 | $5,341 | $5,056 | | Prepaid insurance | $3,477 | $21,065 | $3,056 | $18,571 | | Contract assets | $11,931 | $9,595 | $11,931 | $9,595 | | Other | $13,675 | $14,713 | $13,257 | $14,689 | | Total other current assets | $36,316 | $52,986 | $35,477 | $50,468 | Accrued Liabilities (thousands) | Component | WES (Sep 30, 2024) (thousands) | WES (Dec 31, 2023) (thousands) | WES Operating (Sep 30, 2024) (thousands) | WES Operating (Dec 31, 2023) (thousands) | | :------------------------ | :----------------------------- | :----------------------------- | :--------------------------------------- | :--------------------------------------- | | Accrued interest expense | $90,181 | $124,937 | $90,181 | $124,937 | | Short-term asset retirement obligations | $9,864 | $7,606 | $9,864 | $7,606 | | Short-term remediation and reclamation obligations | $1,243 | $5,490 | $1,243 | $5,490 | | Income taxes payable | $6,397 | $2,908 | $6,397 | $2,908 | | Contract liabilities | $10,076 | $16,866 | $10,076 | $16,866 | | Accrued payroll and benefits | $55,237 | $55,237 | — | $2,243 | | Other | $49,528 | $43,411 | $33,989 | $43,411 | | Total accrued liabilities | $203,721 | $262,572 | $151,750 | $203,461 | Note 10. Debt and Interest Expense Details outstanding debt, recent senior note issuances and repurchases, borrowing capacity, and interest expense components Outstanding Debt (thousands) | Debt Type | Sep 30, 2024 (Carrying Value, thousands) | Dec 31, 2023 (Carrying Value, thousands) | | :------------------------ | :--------------------------------------- | :--------------------------------------- | | Total short-term debt | $1,008,018 | $617,748 | | Total long-term debt | $6,929,212 | $7,283,556 |\n| Total outstanding debt | $7,937,230 | $7,901,304 | - During Q3 2024, WES Operating completed a public offering of $800.0 million in 5.450% Senior Notes due 2034, with proceeds intended to repay maturing 2025 Senior Notes and for general partnership purposes[95] - WES Operating purchased and retired $150.0 million of its senior notes via open-market repurchases during the nine months ended September 30, 2024, recognizing a $5.4 million gain[95] - The RCF maturity date was extended from April 2028 to April 2029 for extending lenders, resulting in $2.0 billion in effective borrowing capacity with no outstanding borrowings or letters of credit as of September 30, 2024[97] - WES Operating has an unsecured commercial paper program for up to $2.0 billion, with no outstanding borrowings as of September 30, 2024[98] Interest Expense Components (thousands) | Interest Expense Component (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Long-term and short-term debt | $(93,555) | $(83,177) | $(278,361) | $(249,416) | | Finance lease liabilities | $(632) | $(223) | $(1,964) | $(616) | | Commitment fees and amortization of debt-related costs | $(3,244) | $(2,904) | $(9,929) | $(9,199) | | Capitalized interest | $3,282 | $3,550 | $11,077 | $8,625 | | Total Interest expense | $(94,149) | $(82,754) | $(279,177) | $(250,606) | Note 11. Commitments and Contingencies Outlines environmental obligations, legal proceedings, and other commitments such as capital spending and lease liabilities - Environmental remediation and reclamation obligations were $2.3 million as of September 30, 2024, a decrease from $7.3 million at December 31, 2023[101] - Management is not aware of any legal, tax, regulatory, or other proceedings that could have a material adverse effect on the Partnership's financial condition, results of operations, or cash flows[102] - Other commitments include a revolving credit facility, long-term debt, capital spending programs (primarily for West Texas, Powder River Basin, DBM water systems, DJ Basin, and DBM oil system), and various operating and finance leases[103] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of the Partnership's financial condition and operational performance, covering key events, market outlook, operating results, and liquidity Cautionary Note Regarding Forward-Looking Statements Highlights risks and uncertainties associated with forward-looking statements, including commodity prices, economic conditions, and regulatory changes - Forward-looking statements in this report involve risks and uncertainties, and actual results may differ materially due to factors such as energy market assumptions, future throughput, operating results, competitive conditions, and capital availability[106] - Important factors that could cause actual results to differ include commodity-price risks, weather and natural disasters, inflation, general economic conditions, regulatory changes, the financial condition of Occidental, and cyber-attacks[107][108] Executive Summary Provides an overview of WES's business, significant financial events, and key operational throughput and margin metrics - WES is a midstream energy company engaged in gathering, compressing, treating, processing, and transporting natural gas, NGLs, crude oil, and disposing of produced water[111] - Significant events in the nine months ended September 30, 2024, included the sale of several equity investments and Marcellus Interest systems for combined proceeds of $794.8 million, and WES Operating's public offering of $800.0 million in 5.450% Senior Notes due 2034[112][113] - WES Operating purchased and retired $150.0 million of its senior notes via open-market repurchases[113] - The regular third-quarter 2024 per-unit distribution remained unchanged at $0.875[114] Throughput Attributable to WES | Throughput (attributable to WES) | 3 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2024 | YoY Change (vs 9M 2023) | | :------------------------------- | :-------------------------- | :-------------------------- | :---------------------- | | Natural-gas assets (MMcf/d) | 5,016 | 4,998 | +17% | | Crude-oil and NGLs assets (MBbls/d) | 506 | 529 | -17% | | Produced-water assets (MBbls/d) | 1,099 | 1,102 | +11% | Key Financial Metrics (9 Months Ended Sep 30, 2024) | Metric (9 Months Ended Sep 30, 2024) | Value (thousands) | YoY Change (vs 9M 2023) | | :----------------------------------- | :---------------- | :---------------------- | | Gross margin | $2,056,346 | +22% | | Adjusted gross margin for natural-gas assets (per Mcf) | $1.31 | +3% | | Adjusted gross margin for crude-oil and NGLs assets (per Bbl) | $2.92 | +17% | | Adjusted gross margin for produced-water assets (per Bbl) | $0.96 | +16% | Outlook Discusses factors influencing the business, such as crude oil and natural gas production levels, commodity price volatility, inflation, and interest rates - The business is primarily driven by crude oil and natural gas production levels, which are negatively impacted by commodity-price fluctuations and operational challenges[125] - Waha Hub natural gas prices during the nine months ended September 30, 2024, ranged from a low of ($6.2250) per MMBtu to a high of $8.2650 per MMBtu, indicating significant volatility[125] - Inflation has increased costs for steel, automation components, power supply, labor, materials, fuel, and services, impacting operating costs and capital expenditures, with the Partnership potentially recovering a portion through higher fees[126] - Volatile short- and long-term interest rates can lead to immediate changes in interest expense on RCF and commercial paper borrowings, potentially affecting unit price and the cost of issuing equity[127] Acquisitions and Divestitures Summarizes recent transactions, including the sale of Marcellus Interest systems and equity investments, and the Meritage Midstream acquisition - In Q2 2024, WES sold its 33.75% interest in the Marcellus Interest systems for $206.2 million, resulting in a net gain of $63.9 million[129] - In Q1 2024, WES divested equity investments in Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn for combined proceeds of $588.6 million, generating a net gain of $239.7 million and resolving associated legal proceedings[130] - In October 2023, WES acquired Meritage Midstream Services II, LLC for $885.0 million, funded by cash and proceeds from a $600.0 million senior note issuance[131] Results of Operations Details the Partnership's financial performance, including revenues, expenses, profitability metrics, and reconciliations of non-GAAP measures Operating Results Analyzes the Partnership's revenues, operating income, net income, and throughput volumes, highlighting key drivers and trends Key Financial Results (thousands) | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenues and other | $883,362 | $905,629 | $2,676,720 | $2,248,268 | | Operating income (loss) | $395,866 | $469,749 | $1,544,989 | $987,646 | | Net income (loss) attributable to Western Midstream Partners, LP | $288,480 | $378,648 | $1,239,958 | $733,862 | Throughput Attributable to WES | Throughput (attributable to WES) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Natural-gas assets (MMcf/d) | 5,016 | 4,988 | 4,998 | 4,283 | | Crude-oil and NGLs assets (MBbls/d) | 506 | 515 | 529 | 635 | | Produced-water assets (MBbls/d) | 1,099 | 1,080 | 1,102 | 994 | - Natural-gas throughput attributable to WES increased by 1% QoQ and 17% YoY, primarily due to higher volumes at the Powder River Basin, West Texas, and Chipeta complexes[136] - Crude-oil and NGLs throughput attributable to WES decreased by 2% QoQ and 17% YoY, mainly due to divestitures of Whitethorn LLC, Mont Belvieu JV, and Saddlehorn[138] - Produced-water throughput attributable to WES increased by 2% QoQ and 11% YoY due to higher production[139] Revenue by Type (thousands) | Revenue Type (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Service revenues – fee based | $814,319 | $793,785 | $2,389,366 | $2,004,920 | | Service revenues – product based | $49,115 | $61,466 | $177,321 | $142,212 | | Product sales | $19,673 | $50,111 | $109,076 | $100,336 | - Service revenues – fee based increased by $20.5 million QoQ and $384.4 million YoY, primarily driven by increased throughput and higher average fees from cost-of-service rate redeterminations[141] - Service revenues – product based decreased by $12.4 million QoQ due to decreased product recoveries and average prices, but increased by $35.1 million YoY due to increased volumes sold[143] - Natural-gas sales decreased by $13.4 million QoQ and $18.8 million YoY, mainly due to decreased average prices, while NGLs sales decreased by $17.0 million QoQ but increased by $27.6 million YoY, largely attributable to the Meritage acquisition[145][146] - Equity income, net – related parties decreased by $3.5 million QoQ and $32.6 million YoY, primarily due to the sale of several equity investments[148] - Total Cost of product and Operation and maintenance expenses decreased by 5% QoQ but increased by 14% YoY[149] - Interest expense increased by $3.6 million QoQ and $28.6 million YoY, primarily due to interest incurred on new senior notes issuances[161] - Income tax expense increased significantly due to a state margin tax rate increase associated with WES no longer being included in Occidental's affiliated group tax return[163] Reconciliation of Non-GAAP Financial Measures Provides definitions and reconciliations for non-GAAP financial measures such as Adjusted gross margin, Adjusted EBITDA, and Free cash flow - Adjusted gross margin is a non-GAAP measure defined as total revenues and other (less electricity reimbursements), less cost of product, plus distributions from equity investments, excluding noncontrolling interest share[164] - Adjusted EBITDA is a non-GAAP measure defined as net income (loss) plus various adjustments including distributions from equity investments, interest expense, income tax expense, depreciation, and impairments, less gains on divestitures and equity income[165] - Free cash flow is a non-GAAP measure defined 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[166] Gross Margin and Adjusted Gross Margin (thousands) | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Gross margin | $684,500 | $688,187 | $2,056,346 | $1,688,992 | | Adjusted gross margin | $827,494 | $835,850 | $2,508,396 | $2,144,466 | Net Income and Adjusted EBITDA (thousands) | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) | $295,892 | $387,564 | $1,269,672 | $752,255 | | Adjusted EBITDA | $566,870 | $578,060 | $1,753,339 | $1,497,968 | Net Cash Provided by Operating Activities and Free Cash Flow (thousands) | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $551,288 | $631,418 | $1,582,414 | $1,188,034 | | Free cash flow | $365,111 | $424,824 | $1,014,887 | $682,169 | Key Performance Metrics Presents key operational and financial performance metrics, including Adjusted gross margin, Adjusted EBITDA, and Free cash flow, with trend analysis Key Performance Metrics (thousands, except per unit data) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Adjusted gross margin (thousands) | $827,494 | $835,850 | $2,508,396 | $2,144,466 | | Per-Mcf Adjusted gross margin for natural-gas assets | $1.29 | $1.33 | $1.31 | $1.27 | | Per-Bbl Adjusted gross margin for crude-oil and NGLs assets | $2.88 | $2.96 | $2.92 | $2.49 | | Per-Bbl Adjusted gross margin for produced-water assets | $0.96 | $0.97 | $0.96 | $0.83 | | Adjusted EBITDA (thousands) | $566,870 | $578,060 | $1,753,339 | $1,497,968 | | Free cash flow (thousands) | $365,111 | $424,824 | $1,014,887 | $682,169 | - Adjusted gross margin decreased by $8.4 million QoQ but increased by $363.9 million YoY, driven by the Meritage acquisition and increased throughput, partially offset by divestitures[181] - Adjusted EBITDA decreased by $11.2 million QoQ but increased by $255.4 million YoY, primarily due to higher revenues, offset by increased operating expenses and lower equity distributions[182] - Free cash flow decreased by $59.7 million QoQ but increased by $332.7 million YoY, mainly due to higher net cash from operating activities, partially offset by increased capital expenditures[183] Liquidity and Capital Resources Discusses the Partnership's cash uses and sources, capital expenditures, debt, and credit risk, including the common unit buyback program - The Partnership's primary cash uses include equity and debt service, operating expenses, and capital expenditures, with liquidity sources including cash, operating cash flows, the RCF, commercial paper program, and potential equity/debt issuances[185] - The Board declared a Q3 2024 cash distribution of $0.875 per unit, totaling $340.9 million, payable on November 14, 2024[185] - WES has a $1.25 billion common-unit buyback program through December 31, 2024, with $627.8 million remaining authorized, and no units repurchased in the nine months ended September 30, 2024[185] - As of September 30, 2024, WES had a $186.5 million working capital surplus and $2.0 billion in effective borrowing capacity under the RCF[187] Capital Expenditures (thousands) | Capital Expenditures (thousands) | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------- | :-------------------------- | :-------------------------- | | Capital expenditures (cash basis) | $595,087 | $536,427 | | Capital incurred (accrual basis) | N/A | $566,224 | - Capital expenditures increased by $58.7 million YoY, primarily due to projects at the West Texas complex (North Loving Plant), Powder River Basin (Meritage acquisition), and DJ Basin[189] Cash Flow Activity (thousands) | Cash Flow Activity (thousands) | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $1,582,414 | $1,188,034 | | Net cash provided by (used in) investing activities | $191,153 | $(538,584) | | Net cash provided by (used in) financing activities | $(921,617) | $(446,612) | | Net increase (decrease) in cash and cash equivalents | $851,950 | $202,838 | - Net cash from investing activities shifted from a use of $538.6 million in 9M 2023 to a provision of $191.2 million in 9M 2024, primarily driven by $788.9 million in proceeds from asset sales[192] - Net cash used in financing activities increased from $446.6 million in 9M 2023 to $921.6 million in 9M 2024, primarily due to higher distributions, commercial paper repayments, and senior note repurchases, partially offset by new senior note proceeds[194][195] - Total outstanding debt was $7.9 billion as of September 30, 2024[196] - WES bears credit risk through exposure to non-payment or non-performance by counterparties, particularly Occidental, which accounts for a significant portion of revenues[197] Items Affecting the Comparability of Financial Results with WES Operating Explains the differences in net income and cash flows between WES and WES Operating due to ownership structure and separate expenses Net Income Attributable to WES vs. WES Operating (thousands) | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) attributable to WES | $288,480 | $378,648 | $1,239,958 | $733,862 | | Net income (loss) attributable to WES Operating | $295,025 | $387,259 | $1,267,115 | $750,591 | Cash Flow Activity for WES vs. WES Operating (thousands) | Cash Flow (thousands) | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :-------------------- | :-------------------------- | :-------------------------- | | WES net cash provided by operating activities | $1,582,414 | $1,188,034 | | WES Operating net cash provided by operating activities | $1,557,256 | $1,174,090 | | WES net cash provided by (used in) financing activities | $(921,617) | $(446,612) | | WES Operating net cash provided by (used in) financing activities | $(898,745) | $(437,154) | - Differences in net income and cash flows between WES and WES Operating are primarily due to the limited partner interest in WES Operating not held by WES, WES's separate general and administrative expenses, and intercompany eliminations[200][201] Critical Accounting Estimates States that there have been no significant changes to critical accounting estimates from the prior fiscal year's annual report - There have been no significant changes to the critical accounting estimates from those disclosed in the Partnership's annual report on Form 10-K for the fiscal year ended December 31, 2023[205] Recent Accounting Developments Refers to Note 1 for information on recent accounting developments impacting the consolidated financial statements - Refer to Note 1—Description of Business and Basis of Presentation in the Notes to Consolidated Financial Statements for information on recent accounting developments[206] Item 3. Quantitative and Qualitative Disclosures About Market Risk Discusses the Partnership's exposure to market risks, including commodity-price risk and interest-rate risk, and their potential financial impact - There have been no significant changes to the commodity-price risk discussion from the 2023 Form 10-K, with 95% of wellhead natural-gas volume and 100% of crude-oil and produced-water throughput serviced under fee-based contracts[207] - A 10% increase or decrease in commodity prices would not have a material impact on the Partnership's operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances[207] - Interest-rate risk exists due to potential future increases in the federal funds rate, which would increase financing costs, though WES Operating had no outstanding RCF or commercial paper borrowings as of September 30, 2024[208] Item 4. Controls and Procedures Reports on the effectiveness of disclosure controls and procedures and confirms no material changes in internal control over financial reporting - Management concluded that WES's and WES Operating's disclosure controls and procedures were effective as of September 30, 2024[210] - There were no material changes in WES's or WES Operating's internal control over financial reporting during the quarter ended September 30, 2024[211] PART II. OTHER INFORMATION Item 1. Legal Proceedings States that the Partnership is not involved in any legal, regulatory, or administrative proceedings with a material adverse financial effect - The Partnership is not a party to any legal, regulatory, or administrative proceedings for which a final disposition could have a material adverse effect on its results of operations, cash flows, or financial condition[212] Item 1A. Risk Factors Directs investors to review risk factors detailed in the Partnership's 2023 Form 10-K and other public filings - Security holders and potential investors should carefully consider the risk factors set forth in the 2023 Form 10-K and other public filings[213] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports on common unit repurchases under the $1.25 billion Purchase Program during the third quarter of 2024 - No common units were repurchased under the $1.25 billion Purchase Program during the third quarter of 2024[214][215] - As of September 30, 2024, $627,807,310 remained authorized under the buyback program[215] Item 5. Other Information This section provides information regarding insider trading arrangements, specifically Rule 10b5-1 trading plans - No executive officers or directors adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2024[217] Item 6. Exhibits Lists all exhibits filed with the Form 10-Q, including agreements, certificates, indentures, and certifications - The report includes various exhibits such as the Contribution Agreement, Certificates of Limited Partnership, Indentures, and certifications from the CEO and CFO[219][220][221][222] - XBRL Instance, Schema, Calculation, Definition, and Label Linkbase Documents are filed as exhibits[222] SIGNATURES - The report is signed by Oscar K. Brown (President and Chief Executive Officer) and Kristen S. Shults (Senior Vice President and Chief Financial Officer) for both Western Midstream Partners, LP and Western Midstream Operating, LP[225]