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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): February 26, 2025
WESTERN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
 
Delaware001-3575346-0967367
(State or other jurisdiction
of incorporation or organization)		(Commission
File Number)		(IRS Employer
Identification No.)
 9950 Woodloch Forest Drive, Suite 2800
The Woodlands, Texas 77380
(Address of principal executive office) (Zip Code)
 
(346) 786-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of exchange
on which registered
Common unitsWESNew York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company   ☐

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.    ☐



Item 2.02 Results of Operations and Financial Condition.

On February 26, 2025, Western Midstream Partners, LP issued a press release announcing fourth-quarter and full-year 2024 results. The Partnership also simultaneously made the slide presentation for tomorrow’s earnings call available on the Western Midstream website, www.westernmidstream.com. The press release is included in this report as Exhibit 99.1.

Item 7.01 Regulation FD.

On February 26, 2025, Western Midstream Partners, LP issued a press release announcing 2025 guidance. The Partnership also simultaneously made the slide presentation for tomorrow’s guidance call available on the Western Midstream website, www.westernmidstream.com. The press release is included in this report as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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
By:Western Midstream Holdings, LLC,
its general partner
Dated:February 26, 2025By:/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer


EXHIBIT 99.1
wesprlogoa.jpg

WESTERN MIDSTREAM ANNOUNCES
FOURTH-QUARTER AND FULL-YEAR 2024 RESULTS
•Reported fourth-quarter 2024 Net income attributable to limited partners of $325.9 million, generating fourth-quarter Adjusted EBITDA(1) of $590.7 million.
•Reported full-year 2024 Net income attributable to limited partners of $1.537 billion, generating full-year Adjusted EBITDA(1) of $2.344 billion, and exceeding the midpoint of the full-year 2024 Adjusted EBITDA guidance range of $2.200 billion to $2.400 billion.
•Reported fourth-quarter 2024 Cash flows provided by operating activities of $554.4 million, generating fourth-quarter Free Cash Flow(1) of $309.3 million.
•Reported full-year 2024 Cash flows provided by operating activities of $2.137 billion, generating full-year Free Cash Flow(1) of $1.324 billion, and exceeding the high end of the full-year 2024 Free Cash Flow guidance range of $1.050 billion to $1.250 billion.
•Announced a fourth-quarter Base Distribution of $0.875 per unit, which is consistent with the prior quarter’s Base Distribution, or $3.50 per unit on an annualized basis.
HOUSTON—(PR NEWSWIRE)—February 26, 2025 – Today Western Midstream Partners, LP (NYSE: WES) (“WES” or the “Partnership”) announced fourth-quarter and full-year 2024 financial and operating results. Net income (loss) attributable to limited partners for the fourth quarter of 2024 totaled $325.9 million, or $0.85 per common unit (diluted), with fourth-quarter 2024 Adjusted EBITDA(1) totaling $590.7 million. Fourth-quarter Adjusted EBITDA(1) includes $9.2 million of positive revenue recognition adjustments associated with cost-of-service agreements at the DJ Basin oil and Springfield systems. Fourth-quarter 2024 Cash flows provided by operating activities totaled $554.4 million, and fourth-quarter 2024 Free Cash Flow(1) totaled $309.3 million.
Net income (loss) attributable to limited partners for full-year 2024 totaled $1.537 billion, or $4.02 per common unit (diluted), with full-year 2024 Adjusted EBITDA(1) totaling $2.344 billion, full-year 2024 Cash flows provided by operating activities totaling $2.137 billion, and full-year 2024 Free Cash Flow(1) totaling $1.324 billion.


FULL-YEAR 2024 HIGHLIGHTS
•Achieved record annual natural-gas throughput(2) of 5.1 Bcf/d. Adjusted for the sale of the Marcellus assets in the second quarter of 2024, natural-gas throughput increased 16-percent(3) year-over-year, in-line with our 2024 expectations of mid-to-upper teens average annual throughput growth.
•Achieved annual crude-oil and NGLs throughput(2) of 530 MBbls/d. Adjusted for the crude-oil and NGLs assets that were divested during 2024, crude-oil and NGLs throughput increased 12-percent(4) year-over-year, in-line with our revised 2024 expectations of low-double-digits average annual throughput growth.
•Gathered record annual produced-water throughput(2) of 1,124 MBbls/d, representing an 11-percent year-over-year increase and in-line with our revised 2024 expectations of low-double-digits average annual throughput growth.
•Achieved year-over-year throughput growth across all products in the Delaware Basin of 14 percent, for both natural gas and crude oil and NGLs, and 11 percent for produced water.
•Divested multiple non-operated, non-core assets for $794.8 million, the proceeds of which were used to reduce long-term debt back towards pre-Meritage Midstream acquisition levels.
•Commenced operations of the 300 MMcf/d Mentone III processing train in the Delaware Basin and materially progressed construction of the 250 MMcf/d North Loving processing train that is expected to commence operations by the end of the first quarter 2025.
•Executed on our capital return framework by returning $1.246 billion to unitholders in 2024, which included a 52-percent increase in the Base Distribution in May 2024, and achieved our year-end 2024 net leverage ratio target of 3.0 times by the end of third quarter 2024.
On February 14, 2025, WES paid its fourth-quarter 2024 per-unit Base Distribution of $0.875, which is in line with the prior quarter’s Base Distribution. Fourth-quarter and full-year 2024 Free Cash Flow(1) after distributions totaled negative $31.6 million and positive $78.1 million, respectively. Fourth-quarter and full-year 2024 capital expenditures(5) totaled $179.2 million and $790.2 million, respectively.
Fourth-quarter 2024 natural-gas throughput(2) averaged 5.2 Bcf/d, representing a 4-percent sequential-quarter increase. Fourth-quarter 2024 throughput for crude-oil and NGLs assets(2) averaged 534 MBbls/d, representing a 6-percent sequential-quarter increase. Fourth-quarter 2024 throughput for produced-water assets(2) averaged 1,191 MBbls/d, representing an 8-percent sequential-quarter increase.
Full-year 2024 natural-gas throughput(2) averaged 5.1 Bcf/d. Adjusted for the sale of the Marcellus assets in the second quarter of 2024, natural gas throughput increased 16-percent(3) from full-
2

year 2023. Full-year 2024 throughput for crude-oil and NGLs assets(2) averaged 530 MBbls/d. Adjusted for the crude-oil and NGLs assets that were divested during 2024, crude-oil and NGLs throughput increased 12-percent(4) from full-year 2023. Full-year 2024 throughput for produced-water assets(2) averaged 1,124 MBbls/d, representing an 11-percent increase from full-year 2023.
“2024 was a successful year for WES as we achieved double-digit throughput growth across all three product lines and grew both Adjusted EBITDA and Free Cash Flow meaningfully year-over-year,” said Oscar Brown, President and Chief Executive Officer.
“With the start-up of Mentone Train III, WES has retained its position as one of the top natural-gas processors in the core of the Delaware Basin, and we expect the basin to continue to be our primary driver of volume growth in 2025. In the DJ Basin, we experienced strong throughput growth which resulted in record natural-gas throughput and our first annual increase in crude-oil and NGLs throughput since 2019. Additionally, we executed an amendment with Phillips 66, extending their original agreement and adding additional tranches of firm processing capacity in the DJ Basin, which should provide volume stability in the near term. Our Powder River Basin presence was significantly strengthened through the successful integration of Meritage Midstream, making us the basin’s largest gatherer and processor and driving substantial throughput growth.”
“In parallel with our commercial success, WES continued to execute on its capital allocation framework. We achieved our year-end leverage target of 3.0-times during the third quarter, while also returning more than $1.246 billion to unitholders through the Base Distribution. This included a 52-percent increase to the Base Distribution starting in the first quarter of 2024, to $0.875 per unit on a quarterly basis, which is 41-percent higher than our pre-pandemic Base Distribution level. We intend to build on this operational and financial momentum in 2025 and target a mid-to-low single-digits annual distribution growth rate, which will be supported by growth in the underlying business and incremental Free Cash Flow generation,” Mr. Brown continued.
“This afternoon, we also announced that WES has sanctioned the construction of the Pathfinder pipeline to transport over 800 MBbls/d of produced water for disposal at WES’s existing and new disposal facilities in eastern Loving County. This expansion will be supported by a new long-term produced-water agreement with Occidental to provide up to 280 MBbls/d of firm gathering and transportation capacity and up to 220 MBbls/d of firm disposal capacity, which is supported by corresponding minimum-volume commitments. We intend to utilize this first-of-its-kind, innovative produced-water solution to serve current customer needs and capture future growth as Delaware Basin producers execute their development plans. This project also advances WES’s strategy of prioritizing
3

capital-efficient, organic growth that creates long-term value for all of our stakeholders,” concluded Mr. Brown.
CONFERENCE CALL TOMORROW AT 1:00 P.M. CT
WES will host a conference call on Thursday, February 27, 2025, at 1:00 p.m. Central Time (2:00 p.m. Eastern Time) to discuss its fourth-quarter and full-year 2024 results. To access the live audio webcast of the conference call, please visit the investor relations section of the Partnership’s website at www.westernmidstream.com. A small number of phone lines are available for analysts; individuals should dial 800-836-8184 (Domestic) or 646-357-8785 (International) ten to fifteen minutes before the scheduled conference call time. A replay of the live audio webcast can be accessed on the Partnership’s website at www.westernmidstream.com for one year after the call.
For additional details on WES’s financial and operational performance, please refer to the earnings slides and updated investor presentation available at www.westernmidstream.com.
FILING OF ANNUAL REPORT ON FORM 10-K
Today WES announced the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, with the Securities and Exchange Commission. A copy of the report is available for viewing and downloading on the Western Midstream website at www.westernmidstream.com. Unitholders may request hard copies of the report, which contains WES’s audited financial statements, free of charge, by emailing investors@westernmidstream.com, or by submitting a written request to Western Midstream Partners, LP at the following address: 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, TX 77380, Attention: Western Midstream Investor Relations.
ABOUT WESTERN MIDSTREAM
Western Midstream Partners, LP (“WES”) is a master limited partnership formed to develop, acquire, own, and operate midstream assets. With midstream assets located in Texas, New Mexico, Colorado, Utah, and Wyoming, WES is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids, and crude oil; and gathering and disposing of produced water for its customers. In its capacity as a natural-gas processor, WES also buys and sells natural gas, natural-gas liquids, and condensate on behalf of itself and its customers under certain gas processing contracts. A substantial majority of WES’s cash flows are protected from direct exposure to commodity price volatility through fee-based contracts.
For more information about WES, please visit www.westernmidstream.com.
This news release contains forward-looking statements. WES’s management believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove correct. A number of factors could cause actual results to differ materially from the projections, anticipated results, or other expectations expressed in this news release. These factors include our ability to meet financial guidance or distribution expectations; our ability to safely and efficiently operate WES’s assets; the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services; our ability to meet projected in-service dates for capital-growth projects including Project Pathfinder; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” section of WES’s most-recent Form 10-K filed with the Securities and Exchange Commission and other public filings and press releases. WES undertakes no obligation to publicly update or revise any forward-looking statements.
______________________________________________________________
(1)Please see the definitions of the Partnership’s non-GAAP measures at the end of this release and reconciliation of GAAP to non-GAAP measures.
(2)Represents total throughput attributable to WES, which excludes (i) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary and (ii) for natural-gas throughput, the 25% third-party interest in Chipeta, which collectively represent WES’s noncontrolling interests.
(3)For the years ended December 31, 2024 and 2023, excludes an average of 38 MMcf/d and 120 MMcf/d, respectively, of throughput associated with the sale of the Marcellus Interest gathering system in April 2024.
(4)For the years ended December 31, 2024 and 2023, excludes an average of 23 MBbls/d and 203 MBbls/d, respectively, of throughput associated with the sale of (i) Saddlehorn Pipeline LLC, Whitethorn Pipeline Company LLC, Panola Pipeline Company LLC, and Enterprise EF78 LLC in the first quarter of 2024 and (ii) Wamsutter Pipeline LLC in the third quarter of 2024.
(5)Accrual-based, includes equity investments, excludes capitalized interest, and excludes capital expenditures associated with the 25% third-party interest in Chipeta.


# # #
Source: Western Midstream Partners, LP

WESTERN MIDSTREAM CONTACTS

Daniel Jenkins
Director, Investor Relations
Investors@westernmidstream.com
866.512.3523

Rhianna Disch
Manager, Investor Relations
Investors@westernmidstream.com
866.512.3523
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Western Midstream Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended 
December 31,		Year Ended 
December 31,
thousands except per-unit amounts2024202320242023
Revenues and other
Service revenues – fee based
$858,896 $763,837 $3,248,262 $2,768,757 
Service revenues – product based
38,455 49,515 215,776 191,727 
Product sales31,024 44,688 140,100 145,024 
Other128 168 1,085 968 
Total revenues and other928,503 858,208 3,605,223 3,106,476 
Equity income, net – related parties28,158 36,120 112,385 152,959 
Operating expenses
Cost of product39,315 40,803 172,251 164,598 
Operation and maintenance231,244 200,426 880,568 762,530 
General and administrative76,028 73,060 271,526 232,632 
Property and other taxes18,684 16,497 62,668 56,458 
Depreciation and amortization162,990 165,187 650,428 600,668 
Long-lived asset and other impairments2 4 6,206 52,884 
Total operating expenses528,263 495,977 2,043,647 1,869,770 
Gain (loss) on divestiture and other, net(2,655)(6,434)296,771 (10,102)
Operating income (loss)425,743 391,917 1,970,732 1,379,563 
Interest expense(99,336)(97,622)(378,513)(348,228)
Gain (loss) on early extinguishment of debt— — 5,403 15,378 
Other income (expense), net15,617 2,862 31,741 5,679 
Income (loss) before income taxes342,024 297,157 1,629,363 1,052,392 
Income tax expense (benefit)444 1,405 18,111 4,385 
Net income (loss)341,580 295,752 1,611,252 1,048,007 
Net income (loss) attributable to noncontrolling interests7,967 7,398 37,681 25,791 
Net income (loss) attributable to Western Midstream Partners, LP
$333,613 $288,354 $1,573,571 $1,022,216 
Limited partners’ interest in net income (loss):
Net income (loss) attributable to Western Midstream Partners, LP
$333,613 $288,354 $1,573,571 $1,022,216 
General partner interest in net (income) loss(7,759)(6,724)(36,604)(23,684)
Limited partners’ interest in net income (loss)$325,854 $281,630 $1,536,967 $998,532 
Net income (loss) per common unit – basic$0.86 $0.74 $4.04 $2.61 
Net income (loss) per common unit – diluted$0.85 $0.74 $4.02 $2.60 
Weighted-average common units outstanding – basic380,556 379,517 380,397 383,028 
Weighted-average common units outstanding – diluted382,918 381,140 382,455 384,408 

5

Western Midstream Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31,
thousands except number of units20242023
Total current assets$1,847,190 $992,410 
Net property, plant, and equipment9,714,609 9,655,016 
Other assets1,582,986 1,824,181 
Total assets$13,144,785 $12,471,607 
Total current liabilities$1,691,694 $1,304,056 
Long-term debt6,926,647 7,283,556 
Asset retirement obligations370,195 359,185 
Other liabilities781,079 495,680 
Total liabilities9,769,615 9,442,477 
Equity and partners’ capital
Common units (380,556,643 and 379,519,983 units issued and outstanding at December 31, 2024 and 2023, respectively)3,224,802 2,894,231 
General partner units (9,060,641 units issued and outstanding at December 31, 2024 and 2023) 10,803 3,193 
Noncontrolling interests139,565 131,706 
Total liabilities, equity, and partners’ capital$13,144,785 $12,471,607 

6

Western Midstream Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Year Ended 
December 31,
thousands20242023
Cash flows from operating activities
Net income (loss)$1,611,252 $1,048,007 
Adjustments to reconcile net income (loss) to net cash provided by operating activities and changes in assets and liabilities:
Depreciation and amortization650,428 600,668 
Long-lived asset and other impairments6,206 52,884 
(Gain) loss on divestiture and other, net(296,771)10,102 
(Gain) loss on early extinguishment of debt(5,403)(15,378)
Change in other items, net171,148 (34,949)
Net cash provided by operating activities$2,136,860 $1,661,334 
Cash flows from investing activities
Capital expenditures$(833,856)$(735,080)
Acquisitions from third parties(443)(877,746)
Contributions to equity investments - related parties(9,690)(1,153)
Distributions from equity investments in excess of cumulative earnings – related parties30,850 39,104 
Proceeds from the sale of assets to third parties792,255 (87)
(Increase) decrease in materials and supplies inventory and other(18,284)(32,329)
Net cash provided by (used in) investing activities
$(39,168)$(1,607,291)
Cash flows from financing activities
Borrowings, net of debt issuance costs$789,044 $2,448,733 
Repayments of debt(143,852)(1,967,928)
Commercial paper borrowings (repayments), net(610,313)609,916 
Increase (decrease) in outstanding checks(5,622)3,516 
Distributions to Partnership unitholders(1,246,069)(978,430)
Distributions to Chipeta noncontrolling interest owner(4,372)(7,641)
Distributions to noncontrolling interest owner of WES Operating(25,450)(22,850)
Unit repurchases— (134,602)
Other(33,381)(18,626)
Net cash provided by (used in) financing activities$(1,280,015)$(67,912)
Net increase (decrease) in cash and cash equivalents$817,677 $(13,869)
Cash and cash equivalents at beginning of period272,787 286,656 
Cash and cash equivalents at end of period$1,090,464 $272,787 
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Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES

WES defines 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.
WES defines Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) interest income, (v) income tax benefit, (vi) other income, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses.
WES defines 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.
Below are reconciliations of (i) gross margin (GAAP) to Adjusted Gross Margin (non-GAAP), (ii) net income (loss) (GAAP) and net cash provided by operating activities (GAAP) to Adjusted EBITDA (non-GAAP), and (iii) net cash provided by operating activities (GAAP) to Free Cash Flow (non-GAAP), as required under Regulation G of the Securities Exchange Act of 1934. Management believes that Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow are widely accepted financial indicators of WES’s financial performance compared to other publicly traded partnerships and are useful in assessing WES’s ability to incur and service debt, fund capital expenditures, and make distributions. Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow as defined by WES, may not be comparable to similarly titled measures used by other companies. Therefore, WES’s Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow should be considered in conjunction with net income (loss) attributable to Western Midstream Partners, LP and other applicable performance measures, such as gross margin or cash flows provided by operating activities.
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Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(Unaudited)

Adjusted Gross Margin
Three Months EndedYear Ended
thousandsDecember 31,
2024		September 30,
2024		December 31,
2024		December 31,
2023
Reconciliation of Gross margin to Adjusted Gross Margin
Total revenues and other$928,503 $883,362 $3,605,223 $3,106,476 
Less:
Cost of product39,315 32,847 172,251 164,598 
Depreciation and amortization
162,990 166,015 650,428 600,668 
Gross margin726,198 684,500 2,782,544 2,341,210 
Add:
Distributions from equity investments31,585 29,344 142,236 194,273 
Depreciation and amortization
162,990 166,015 650,428 600,668 
Less:
Reimbursed electricity-related charges recorded as revenues31,834 32,379 117,906 102,109 
Adjusted Gross Margin attributable to noncontrolling interests (1)
20,542 19,986 80,509 70,195 
Adjusted Gross Margin$868,397 $827,494 $3,376,793 $2,963,847 
Gross margin
Gross margin for natural-gas assets (2)
$534,452 $511,244 $2,073,533 $1,738,125 
Gross margin for crude-oil and NGLs assets (2)
108,259 97,263 395,886 368,444 
Gross margin for produced-water assets (2)
91,219 83,178 341,784 259,541 
Adjusted Gross Margin
Adjusted Gross Margin for natural-gas assets$616,373 $596,459 $2,411,438 $2,067,528 
Adjusted Gross Margin for crude-oil and NGLs assets147,060 134,253 570,476 589,091 
Adjusted Gross Margin for produced-water assets104,964 96,782 394,879 307,228 
(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.
(2)Excludes corporate-level depreciation and amortization.

9

Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(Unaudited)

Adjusted EBITDA
Three Months EndedYear Ended
thousandsDecember 31,
2024		September 30,
2024		December 31,
2024		December 31,
2023
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)$341,580 $295,892 $1,611,252 $1,048,007 
Add:
Distributions from equity investments31,585 29,344 142,236 194,273 
Non-cash equity-based compensation expense9,421 8,759 37,994 32,005 
Interest expense99,336 94,149 378,513 348,228 
Income tax expense444 15,390 18,111 4,385 
Depreciation and amortization162,990 166,015 650,428 600,668 
Impairments2 4,651 6,206 52,884 
Other expense9 90 248 1,739 
Less:
Gain (loss) on divestiture and other, net(2,655)467 296,771 (10,102)
Gain (loss) on early extinguishment of debt— — 5,403 15,378 
Equity income, net – related parties28,158 23,977 112,385 152,959 
Other income15,617 9,565 31,741 6,976 
Adjusted EBITDA attributable to noncontrolling interests (1)
13,548 13,411 54,650 48,345 
Adjusted EBITDA$590,699 $566,870 $2,344,038 $2,068,633 
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$554,446 $551,288 $2,136,860 $1,661,334 
Interest (income) expense, net99,336 94,149 378,513 348,228 
Accretion and amortization of long-term obligations, net(2,354)(2,221)(9,238)(8,151)
Current income tax expense (benefit)411 1,471 3,900 3,341 
Other (income) expense, net(15,617)(9,565)(31,741)(5,679)
Distributions from equity investments in excess of cumulative earnings – related parties3,290 3,257 30,850 39,104 
Changes in assets and liabilities:
Accounts receivable, net30,203 (12,683)42,798 78,346 
Accounts and imbalance payables and accrued liabilities, net(56,949)(8,161)21,935 68,019 
Other items, net(8,519)(37,254)(175,189)(67,564)
Adjusted EBITDA attributable to noncontrolling interests (1)
(13,548)(13,411)(54,650)(48,345)
Adjusted EBITDA$590,699 $566,870 $2,344,038 $2,068,633 
Cash flow information
Net cash provided by operating activities$554,446 $551,288 $2,136,860 $1,661,334 
Net cash provided by (used in) investing activities
(230,321)(190,701)(39,168)(1,607,291)
Net cash provided by (used in) financing activities(358,398)420,031 (1,280,015)(67,912)
(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.
10

Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(Unaudited)

Free Cash Flow
Three Months EndedYear Ended
thousandsDecember 31,
2024		September 30,
2024		December 31,
2024		December 31,
2023
Reconciliation of Net cash provided by operating activities to Free Cash Flow
Net cash provided by operating activities$554,446 $551,288 $2,136,860 $1,661,334 
Less:
Capital expenditures238,769 189,434 833,856 735,080 
Contributions to equity investments – related parties9,690 — 9,690 1,153 
Add:
Distributions from equity investments in excess of cumulative earnings – related parties3,290 3,257 30,850 39,104 
Free Cash Flow$309,277 $365,111 $1,324,164 $964,205 
Cash flow information
Net cash provided by operating activities$554,446 $551,288 $2,136,860 $1,661,334 
Net cash provided by (used in) investing activities
(230,321)(190,701)(39,168)(1,607,291)
Net cash provided by (used in) financing activities(358,398)420,031 (1,280,015)(67,912)

11

Western Midstream Partners, LP
OPERATING STATISTICS
(Unaudited)

 Three Months EndedYear Ended
December 31,
2024		September 30,
2024		Inc/
(Dec)		December 31,
2024		December 31,
2023		Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation380 388 (2)%453 435 4 %
Processing4,464 4,298 4 %4,256 3,692 15 %
Equity investments (1)
550 503 9 %517 466 11 %
Total throughput5,394 5,189 4 %5,226 4,593 14 %
Throughput attributable to noncontrolling interests (2)
181 173 5 %174 161 8 %
Total throughput attributable to WES for natural-gas assets5,213 5,016 4 %5,052 4,432 14 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation423 393 8 %397 332 20 %
Equity investments (1)
121 124 (2)%144 333 (57)%
Total throughput544 517 5 %541 665 (19)%
Throughput attributable to noncontrolling interests (2)
10 11 (9)%11 13 (15)%
Total throughput attributable to WES for crude-oil and NGLs assets534 506 6 %530 652 (19)%
Throughput for produced-water assets (MBbls/d)
Gathering and disposal1,216 1,121 8 %1,147 1,029 11 %
Throughput attributable to noncontrolling interests (2)
25 22 14 %23 20 15 %
Total throughput attributable to WES for produced-water assets1,191 1,099 8 %1,124 1,009 11 %
Per-Mcf Gross margin for natural-gas assets (3)
$1.08 $1.07 1 %$1.08 $1.04 4 %
Per-Bbl Gross margin for crude-oil and NGLs assets (3)
2.16 2.05 5 %2.00 1.52 32 %
Per-Bbl Gross margin for produced-water assets (3)
0.82 0.81 1 %0.81 0.69 17 %
Per-Mcf Adjusted Gross Margin for natural-gas assets (4)
$1.29 $1.29 — %$1.30 $1.28 2 %
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (4)
3.00 2.88 4 %2.94 2.48 19 %
Per-Bbl Adjusted Gross Margin for produced-water assets (4)
0.96 0.96 — %0.96 0.83 16 %
(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.
(3)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.
(4)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.

12

Western Midstream Partners, LP
OPERATING STATISTICS (CONTINUED)
(Unaudited)

Three Months EndedYear Ended
December 31,
2024		September 30,
2024		Inc/
(Dec)		December 31,
2024		December 31,
2023		Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Operated
Delaware Basin1,973 1,889 4 %1,871 1,635 14 %
DJ Basin1,502 1,418 6 %1,436 1,322 9 %
Powder River Basin488 505 (3)%456 120 NM
Other881 874 1 %908 930 (2)%
Total operated throughput for natural-gas assets4,844 4,686 3 %4,671 4,007 17 %
Non-operated
Equity investments550 503 9 %517 466 11 %
Other— — — %38 120 (68)%
Total non-operated throughput for natural-gas assets550 503 9 %555 586 (5)%
Total throughput for natural-gas assets 5,394 5,189 4 %5,226 4,593 14 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Operated
Delaware Basin260 246 6 %243 214 14 %
DJ Basin102 87 17 %92 71 30 %
Powder River Basin27 26 4 %25 5 NM
Other34 34 — %37 42 (12)%
Total operated throughput for crude-oil and NGLs assets423 393 8 %397 332 20 %
Non-operated
Equity investments121 124 (2)%144 333 (57)%
Total non-operated throughput for crude-oil and NGLs assets121 124 (2)%144 333 (57)%
Total throughput for crude-oil and NGLs assets544 517 5 %541 665 (19)%
Throughput for produced-water assets (MBbls/d)
Operated
Delaware Basin1,216 1,121 8 %1,147 1,029 11 %
Total operated throughput for produced-water assets1,216 1,121 8 %1,147 1,029 11 %

13

EXHIBIT 99.2
wesprlogob.jpg

WESTERN MIDSTREAM ANNOUNCES
PATHFINDER PIPELINE, EXPANSION OF DELAWARE BASIN PRODUCED-WATER SYSTEM, AND 2025 GUIDANCE
•Sanctioned the long-haul Pathfinder pipeline (“Pathfinder”) to transport over 800 MBbls/d of produced water for disposal at WES’s existing and soon-to-be-constructed facilities in eastern Loving County.
•Executed new long-term produced-water agreement with Occidental Petroleum Corporation (“Occidental”) to provide up to 280 MBbls/d of firm gathering and transportation capacity and up to 220 MBbls/d of firm disposal capacity, all of which is supported by corresponding minimum-volume commitments.
•Providing 2025 Adjusted EBITDA(1) guidance range of $2.350 billion to $2.550 billion, representing an approximate 5-percent increase at the mid-point relative to 2024.
•Providing 2025 guidance ranges of $625.0 million to $775.0 million for total capital expenditures(2) and $1.275 billion to $1.475 billion for Free Cash Flow(1).
•Planning to recommend to the Board a Base Distribution increase of $0.035 per unit to $0.910 per unit, or $3.64 per unit on an annualized basis, starting in the first-quarter of 2025, which represents a 4-percent increase over the prior-quarter’s Base Distribution, and a 13-percent increase over total Base Distributions paid on a per unit basis in 2024.
•Targeting long-term annual distribution percentage growth rate of mid-to-low single-digits, which excludes potential increases in conjunction with future large growth projects or acquisitions(3).
HOUSTON—(PR NEWSWIRE)—February 26, 2025 – Today Western Midstream Partners, LP (NYSE: WES) (“WES” or the “Partnership”) announced that it has sanctioned the construction of the Pathfinder pipeline, a 30-inch long-haul pipeline, that will transport produced-water to additional disposal facilities in eastern Loving County within the Delaware Basin. This first-of-its-kind approach will enable WES to transport produced-water volumes away from high-activity areas with increasing


pore pressures and to better utilize existing disposal capacity, maximize flow assurance for our customers, and facilitate future organic growth opportunities as Occidental and other operators execute their long-term development plans.
Additionally, WES will expand its existing produced-water gathering and disposal system to support continued customer development in the basin over the coming years. These investments are backed by a new long-term agreement with Occidental that includes corresponding minimum-volume commitments for gathering, transportation, and disposal.
Over the next 24-months, WES will invest approximately $400.0 million to $450.0 million to construct the following produced-water infrastructure:
•The Pathfinder pipeline: a 42-mile, 30-inch steel pipeline with the capacity to transport over 800 MBbls/d, before any expansions,
•Several large, regional produced-water gathering facilities and export terminals with total incremental capacity of approximately 280 MBbls/d, and
•Nine incremental saltwater disposal facilities (SWDs) strategically located in eastern Loving County with effective disposal capacity of approximately 220 MBbls/d.
This new infrastructure is expected to be in service by January 1, 2027.
“We are excited to utilize our years of produced-water experience in the Delaware Basin to provide an innovative midstream solution that generates strong returns through Occidental’s initial commitment and provides capacity for substantial growth from additional customers,” said Oscar Brown, President and Chief Executive Officer.
“WES leveraged its existing infrastructure and strategic landowner partnerships to secure access to existing pore space in eastern Loving County and to better facilitate produced-water disposal in the basin. Pathfinder’s construction enhances our ability to meet customers’ needs, expand the business by aggregating produced water from throughout the Delaware Basin, and efficiently transport and responsibly dispose of volumes in a sustainable manner. By utilizing our produced-water expertise, we are able to provide an industry-leading, innovative solution to the growing disposal challenges in the Delaware Basin.”
“I am also pleased to announce that we have executed amendments with Occidental related to our legacy produced-water agreements. These amendments retain the cost-of-service and fixed-fee components of the original agreements, better support Occidental’s long-term development plans, and extend WES’s average-contract life in the Delaware Basin. In addition, we also executed an amendment
2

with Occidental adding up to ten years to certain minimum-volume commitments tied to natural-gas processing in the DJ Basin, which in turn extended our natural-gas gathering agreement in the basin by two years through mid-2035. Furthermore, these amendments in both basins continue to demonstrate the strength of our relationship with Occidental and will provide additional support for sustainable distribution growth for years to come.”
“As we look to the future, we expect that the expansion of our produced-water system, coupled with Pathfinder, will be the first of many organic projects to support continued partnership-wide growth, as our strong Free Cash Flow profile and investment-grade balance sheet enable us to continue capitalizing on incremental opportunities and growing the Base Distribution over time,” concluded Mr. Brown.
2025 GUIDANCE
Including the early phases of construction of Pathfinder, the expansion of our produced-water system, and the most current production forecast information from our customers, WES is providing 2025 guidance as follows:
• Adjusted EBITDA(1) between $2.350 billion and $2.550 billion.
• Total capital expenditures(2) between $625.0 million and $775.0 million.
• Free Cash Flow(1) between $1.275 billion and $1.475 billion.
• Full-year Base Distribution of at least $3.605 per unit(3).
“The financial outlook for WES remains strong as we transition into 2025, as we expect Adjusted EBITDA to increase by approximately 5-percent at the midpoint relative to 2024,” commented Kristen Shults, Senior Vice President and Chief Financial Officer. “Similar to years past, the Delaware Basin remains WES’s primary growth engine as our diversified customer base continues to allocate meaningful amounts of capital to the basin. Additionally, we will remain focused on enhancing profitability through continued commercial success, maximizing operational efficiencies, and controlling costs.”
“Our 2025 capital expenditures guidance range of $625.0 million to $775.0 million includes the initial costs for the construction of Pathfinder and the expansion of our produced-water gathering and disposal facilities, the completion of the North Loving plant in the Delaware Basin, and additional gathering and compression facilities to accommodate future drilling activity indicated by our customers on acreage serviced by WES in the Powder River Basin. Approximately 50-percent of our capital expenditures will be spent in the Delaware Basin, with the majority focused on expansion opportunities,
3

which will enable us to accommodate future growth and process additional volumes starting in the second quarter of 2025.”
“Taking into consideration our expectations of year-over-year Adjusted EBITDA growth and our projected capital expenditure needs, we estimate our Free Cash Flow will increase by approximately 4-percent at the midpoint, which positions WES to continue returning capital to stakeholders. As such, we intend to recommend a Base Distribution increase of $0.035 per unit to $0.91 per unit, or $3.64 per unit on an annualized basis, starting with our first quarter 2025 Base Distribution to be paid in May. This represents a 13-percent year-over-year increase in Base Distributions to be paid in 2025 relative to Base Distributions paid in the prior calendar year. Going forward, we will be targeting a mid-to-low single-digits annual percentage distribution growth rate, which will be supported by growth in the underlying business and incremental Free Cash Flow generation,” Ms. Shults continued.
“Given our recent produced-water success and the sanctioning of new organic growth projects, we now have a much greater need to allocate capital towards organic expansion opportunities that will generate strong returns for WES. Therefore, we will not pay an Enhanced Distribution in 2025 and have made the decision to retire the Enhanced Distribution concept to further simplify our capital allocation framework and focus on sustainable distribution growth. Our capital allocation strategy will prioritize organic growth projects and synergistic bolt-on acquisitions to drive gradual distribution increases over time. We believe these decisions will better enable growth while maintaining our strong, investment-grade balance sheet and drive incremental value creation for stakeholders,” concluded Ms. Shults.
ABOUT WESTERN MIDSTREAM
Western Midstream Partners, LP (“WES”) is a master limited partnership formed to develop, acquire, own, and operate midstream assets. With midstream assets located in Texas, New Mexico, Colorado, Utah, and Wyoming, WES is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids, and crude oil; and gathering and disposing of produced water for its customers. In its capacity as a natural-gas processor, WES also buys and sells natural gas, natural-gas liquids, and condensate on behalf of itself and its customers under certain gas processing contracts. A substantial majority of WES’s cash flows are protected from direct exposure to commodity price volatility through fee-based contracts.
For more information about WES, please visit www.westernmidstream.com.
This news release contains forward-looking statements. WES’s management believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that such
4

expectations will prove correct. A number of factors could cause actual results to differ materially from the projections, anticipated results, or other expectations expressed in this news release. These factors include our ability to meet financial guidance or distribution expectations; our ability to safely and efficiently operate WES’s assets; the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services; our ability to meet projected in-service dates for capital-growth projects, including Project Pathfinder; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” section of WES’s most-recent Form 10-K filed with the Securities and Exchange Commission and other public filings and press releases. WES undertakes no obligation to publicly update or revise any forward-looking statements.
______________________________________________________________
(1)A reconciliation of the Adjusted EBITDA range to net cash provided by operating activities and net income (loss), and a reconciliation of the Free Cash Flow range to net cash provided by operating activities, is not provided because the items necessary to estimate such amounts are not reasonably estimable at this time. These items, net of tax, may include, but are not limited to, impairments of assets and other charges, divestiture costs, acquisition costs, or changes in accounting principles. All of these items could significantly impact such financial measures. At this time, WES is not able to estimate the aggregate impact, if any, of these items on future period reported earnings. Accordingly, WES is not able to provide a corresponding GAAP equivalent for the Adjusted EBITDA or Free Cash Flow ranges.
(2)Accrual-based, includes equity investments, excludes capitalized interest, and excludes capital expenditures associated with the 25% third-party interest in Chipeta.
(3)Full-year 2025 Base Distribution (paid in 2025) of at least $3.605 per unit, which includes the February 2025 Base Distribution of $0.875 per unit. Board action on any distribution increase will be requested on a quarterly basis and is subject to the Board’s assessment of the needs of the business at that time.

# # #
Source: Western Midstream Partners, LP

WESTERN MIDSTREAM CONTACTS

Daniel Jenkins
Director, Investor Relations
Investors@westernmidstream.com
866.512.3523

Rhianna Disch
Manager, Investor Relations
Investors@westernmidstream.com
866.512.3523

5
v3.25.0.1
Cover Page
Feb. 26, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 26, 2025
Entity Registrant Name WESTERN MIDSTREAM PARTNERS, LP
Entity Incorporation, State or Country Code DE
Entity File Number 001-35753
Entity Tax Identification Number 46-0967367
Entity Address, Address Line One 9950 Woodloch Forest Drive, Suite 2800
Entity Address, City or Town The Woodlands
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77380
City Area Code 346
Local Phone Number 786-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common units
Trading Symbol WES
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001423902
Amendment Flag false
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