The following discussion analyzes our financial condition and results of
operations and should be read in conjunction with the Consolidated Financial
Statements and Notes to Consolidated Financial Statements, wherein WES Operating
is fully consolidated, and which are included under Part I, Item 1 of this
quarterly report, and the historical consolidated financial statements, and the
notes thereto, which are included under Part II, Item 8 of the 2020 Form 10-K as
filed with the SEC on February 26, 2021.
The Partnership's assets include assets owned and ownership interests accounted
for by us under the equity method of accounting, through our 98.0% partnership
interest in WES Operating, as of June 30, 2021 (see Note 7-Equity Investments in
the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form
10-Q). We also own and control the entire non-economic general partner interest
in WES Operating GP, and our general partner is owned by Occidental.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•our ability to pay distributions to our unitholders;

•our assumptions about the energy market;

•future throughput (including Occidental production) that is gathered or processed by, or transported through our assets;



•our operating results;

•competitive conditions;

•technology;

•the availability of capital resources to fund acquisitions, capital expenditures, and other contractual obligations, and our ability to access financing through the debt or equity capital markets;

•the supply of, demand for, and price of, oil, natural gas, NGLs, and related products or services;

•commodity-price risks inherent in percent-of-proceeds, percent-of-product, and keep-whole contracts;

•weather and natural disasters;

•inflation;

•the availability of goods and services;

•general economic conditions, internationally, domestically, or in the jurisdictions in which we are doing business;



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•federal, state, and local laws and state-approved voter ballot initiatives,
including those laws or ballot initiatives that limit producers'
hydraulic-fracturing activities or other oil and natural-gas development or
operations;

•environmental liabilities;

•legislative or regulatory changes, including changes affecting our status as a partnership for federal income tax purposes;

•changes in the financial or operational condition of Occidental;

•the creditworthiness of Occidental or our other counterparties, including financial institutions, operating partners, and other parties;

•changes in Occidental's capital program, corporate strategy, or other desired areas of focus;

•our commitments to capital projects;

•our ability to access liquidity under the RCF;

•our ability to repay debt;

•the impact from disruptions caused by winter storm Uri or the recent blizzard in the state of Colorado or resolution of litigation or other disputes;



•conflicts of interest among us, our general partner and its related parties,
including Occidental, with respect to, among other things, the allocation of
capital and operational and administrative costs, and our future business
opportunities;

•our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;

•our ability to acquire assets on acceptable terms from third parties;

•non-payment or non-performance of significant customers, including under gathering, processing, transportation, and disposal agreements;

•the timing, amount, and terms of future issuances of equity and debt securities;



•the outcome of pending and future regulatory, legislative, or other proceedings
or investigations, and continued or additional disruptions in operations that
may occur as we and our customers comply with any regulatory orders or other
state or local changes in laws or regulations;

•the economic uncertainty from the worldwide outbreak of the coronavirus ("COVID-19"); and



•other factors discussed below, in "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations-Critical
Accounting Estimates" included in the 2020 Form 10-K, in our quarterly reports
on Form 10-Q, and in our other public filings and press releases.

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



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                               EXECUTIVE SUMMARY

We are a midstream energy company organized as a publicly traded partnership,
engaged in the business of gathering, compressing, treating, processing, and
transporting natural gas; gathering, stabilizing, and transporting condensate,
NGLs, and crude oil; and gathering and disposing of produced water. In our
capacity as a natural-gas processor, we also buy and sell natural gas, NGLs, and
condensate on behalf of ourselves and as an agent for our customers under
certain contracts. To provide superior midstream service, we focus on ensuring
the reliability and performance of our systems, creating sustainable cost
efficiencies, enhancing our safety culture, and protecting the environment. We
own or have investments in assets located in Texas, New Mexico, the Rocky
Mountains (Colorado, Utah, and Wyoming), and North-central Pennsylvania. As of
June 30, 2021, our assets and investments consisted of the following:
                                            Wholly
                                           Owned and      Operated       Non-Operated       Equity
                                           Operated       Interests       Interests        Interests
Gathering systems (1)                         17              2                3               1
Treating facilities                           36              3                -               -
Natural-gas processing plants/trains          24              3                -               5
NGLs pipelines                                 2              -                -               5
Natural-gas pipelines                          5              -                -               1
Crude-oil pipelines                            3              1                -               4

_________________________________________________________________________________________

(1)Includes the DBM water systems.

Significant financial and operational events during the six months ended June 30, 2021, included the following:



•WES Operating redeemed the total principal amount outstanding of the 5.375%
Senior Notes due 2021 at par value, pursuant to the optional redemption terms in
WES Operating's indenture.

•We repurchased 1,115,808 common units for an aggregate purchase price of $16.2 million during the six months ended June 30, 2021.

•Our second-quarter 2021 per-unit distribution of $0.31900 increased $0.004 from the first-quarter 2021 per-unit distribution of $0.31500.



•Natural-gas throughput attributable to WES totaled 4,265 MMcf/d and 4,157
MMcf/d for the three and six months ended June 30, 2021, respectively,
representing a 5% increase and 6% decrease compared to the three months ended
March 31, 2021, and six months ended June 30, 2020, respectively.

•Crude-oil and NGLs throughput attributable to WES totaled 687 MBbls/d and 645
MBbls/d for the three and six months ended June 30, 2021, respectively,
representing a 14% increase and 13% decrease compared to the three months ended
March 31, 2021, and six months ended June 30, 2020, respectively.

•Produced-water throughput attributable to WES totaled 688 MBbls/d and 642
MBbls/d for the three and six months ended June 30, 2021, respectively,
representing a 16% increase and 12% decrease compared to the three months ended
March 31, 2021, and six months ended June 30, 2020, respectively.

•Gross margin was $503.2 million and $958.7 million for the three and six months
ended June 30, 2021, respectively, representing a 10% increase and 11% decrease
compared to the three months ended March 31, 2021, and six months ended June 30,
2020, respectively. See Key Performance Metrics within this Item 2.

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•Adjusted gross margin for natural-gas assets (as defined under the caption Key
Performance Metrics within this Item 2) averaged $1.21 per Mcf and $1.20 per Mcf
for the three and six months ended June 30, 2021, respectively, representing a
2% increase and 4% increase compared to the three months ended March 31, 2021,
and six months ended June 30, 2020, respectively.

•Adjusted gross margin for crude-oil and NGLs assets (as defined under the
caption Key Performance Metrics within this Item 2) averaged $2.40 per Bbl and
$2.43 per Bbl for the three and six months ended June 30, 2021, respectively,
representing a 2% decrease compared to the three months ended March 31, 2021,
and six months ended June 30, 2020.

•Adjusted gross margin for produced-water assets (as defined under the caption
Key Performance Metrics within this Item 2) averaged $0.92 per Bbl for the three
and six months ended June 30, 2021, representing no change and a 5% decrease
compared to the three months ended March 31, 2021, and six months ended June 30,
2020, respectively.

The following table provides additional information on throughput for the
periods presented below:

                                                        Three Months Ended                                                Six Months Ended

                                                                                      Inc/                                                             Inc/
                                     June 30, 2021          March 31, 2021            (Dec)           June 30, 2021          June 30, 2020             (Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin                             1,244                1,133                    10  %              1,189                1,349                   (12) %
DJ Basin                                   1,413                1,344                     5  %              1,379                1,368                     1  %
Equity investments                           457                  439                     4  %                448                  451                    (1) %
Other                                      1,310                1,279                     2  %              1,296                1,435                   (10) %
Total throughput for natural-gas
assets                                     4,424                4,195                     5  %              4,312                4,603                    (6) %
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin                               184                  162                    14  %                173                  197                   (12) %
DJ Basin                                      98                   82                    20  %                 90                  120                   (25) %
Equity investments                           386                  337                    15  %                361                  395                    (9) %
Other                                         33                   35                    (6) %                 34                   43                   (21) %
Total throughput for crude-oil and
NGLs assets                                  701                  616                    14  %                658                  755                   (13) %
Throughput for produced-water assets (MBbls/d)
Delaware Basin                               702                  607                    16  %                655                  745                  

(12) %



Total throughput for produced-water
assets                                       702                  607                    16  %                655                  745                   (12) %



Weather-related impacts. In February 2021, the U.S. experienced winter storm
Uri, bringing extreme cold temperatures, ice, and snow to the central U.S.,
including Texas, and in March 2021, Colorado experienced a historic blizzard.
Winter storm Uri adversely affected our volumes for approximately ten days and
the blizzard in Colorado likewise disrupted our assets in that state. We
estimate the impact of these weather events to have reduced net income and
Adjusted EBITDA (as defined under the caption Key Performance Metrics within
this Item 2) for the six months ended June 30, 2021, by approximately $30
million due to lower volumes, the impact of commodity-prices, and higher
operating expenses related to utilities. The estimated impact of the adverse
winter weather on our operations and financial results may change and those
changes may be material. Any additional inclement weather in the future, or
other adverse conditions, including resolution of litigation and other legal
disputes and the COVID-19 pandemic and resulting mitigation factors, may have an
adverse impact on our operations and financial results.

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COVID-19. During 2020, the global outbreak of COVID-19 caused a sharp decline in
the worldwide demand for oil, natural gas, and NGLs, which contributed
significantly to commodity-price declines and oversupplied commodities markets.
These market dynamics have had an adverse impact on producers that provide
throughput into our systems, and we have experienced decreased throughput at
many of our locations.
Additionally, many of our employees have been and may continue to be subject to
pandemic-related work-from-home requirements, which require us to take
additional actions to ensure that the number of personnel accessing our network
remotely does not lead to excessive cyber-security risk levels. Similarly, we
are working continually to ensure operational changes that we have made to
promote the health and safety of our personnel during this pandemic do not
unduly disrupt intracompany communications and key business processes. We
consider our risk-mitigation efforts adequate; however, the ultimate impact of
the ongoing pandemic is unpredictable, with direct and indirect impacts to our
business.
WES continues to monitor the COVID-19 situation closely, and as state and
federal governments issue additional guidance, we will update our own policies
in response to ensure the safety and health of our workforce and communities.
The federal government has provided guidance to states on how to safely return
personnel to the workplace, which we are following as our workforce returns to
WES locations. All WES facilities, including field locations, have been
conducting enhanced routine cleaning and disinfecting of common areas and
frequently touched surfaces using CDC- and EPA-approved products. Our
return-to-work protocols include daily required application-based health
self-assessments that must be completed prior to accessing WES work locations.

Commodity purchase and sale agreements. Effective April 1, 2020, changes to
marketing-contract terms with AESC terminated AESC's prior status as an agent of
the Partnership for third-party sales and established AESC as a customer of the
Partnership. Accordingly, we no longer recognize service revenues and/or product
sales revenues and the equivalent cost of product expense for the marketing
services performed by AESC. Year-over-year variances for the six months ended
June 30, 2021, include the following impacts related to this change (i) decrease
of $45.9 million in Service revenues - fee based, (ii) decrease of $21.2 million
in Product sales, and (iii) decrease of $67.1 million in Cost of product
expense. These changes had no impact to Operating income (loss), Net income
(loss), the balance sheets, cash flows, or any non-GAAP metric used to evaluate
our operations (see Key Performance Metrics within this Item 2). See
Note 6-Related-Party Transactions in the Notes to Consolidated Financial
Statements under Part I, Item 1 of this Form 10-Q.

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                                    OUTLOOK

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

Impact of crude-oil, natural-gas, and NGLs prices. Crude-oil, natural-gas, and
NGLs prices can fluctuate significantly, and have done so over time.
Commodity-price fluctuations affect the level of our customers' activities and
our customers' allocations of capital within their own asset portfolios. During
the first quarter of 2020, oil and natural-gas prices decreased significantly,
driven by the expectation of increased supply and sharp declines in demand
resulting from the worldwide macroeconomic downturn that followed the global
outbreak of COVID-19. For example, NYMEX West Texas Intermediate crude-oil daily
settlement prices ranged from a high of $63.27 per barrel in January 2020 to a
low below $20.00 per barrel in April 2020. Although commodity prices have
rebounded to pre-pandemic levels, the extent and duration of the recent
commodity-price volatility cannot be predicted, and potential impacts to our
business include the following:

•We have exposure to increased credit risk to the extent any of our customers, including Occidental, is in financial distress. See Liquidity and Capital Resources-Credit risk within this Item 2 for additional information.



•An extended period of diminished earnings may restrict our ability to fully
access our RCF, which contains various customary covenants, certain events of
default, and a maximum consolidated leverage ratio based on Adjusted EBITDA (as
defined in the covenant) related to the trailing twelve-month period. Further,
any future waivers or amendments to the RCF also may trigger pricing increases
for available credit. See Liquidity and Capital Resources-Debt and credit
facilities within this Item 2 for additional information.

•As of June 30, 2021, it is reasonably possible that future commodity-price
declines, prolonged depression of commodity prices, changes to producers'
drilling plans in response to lower prices, and potential producer bankruptcies
could result in future long-lived asset impairments.

To the extent producers continue with development plans in our areas of
operation, we will continue to connect new wells or production facilities to our
systems to maintain throughput on our systems and mitigate the impact of
production declines. However, our success in connecting additional wells or
production facilities is dependent on the activity levels of our customers.
Additionally, we will continue to evaluate the crude-oil, NGLs, and natural-gas
price environments and adjust our capital spending plans to reflect our
customers' anticipated activity levels, while maintaining appropriate liquidity
and financial flexibility.

                         ACQUISITIONS AND DIVESTITURES

Fort Union and Bison facilities. In October 2020, we (i) sold our 14.81%
interest in Fort Union, which was accounted for under the equity method of
accounting, and (ii) entered into an option agreement to sell the Bison treating
facility, located in Northeast Wyoming, to a third party.
During the second quarter of 2021, the third party exercised its option to
purchase the Bison treating facility and the sale closed. We received total
proceeds of $8.0 million, $7.0 million in the fourth quarter of 2020 and
$1.0 million when the sale closed in the second quarter of 2021, resulting in a
net gain on sale of $5.4 million that was recorded as Gain (loss) on divestiture
and other, net in the consolidated statements of operations. See
Note 3-Acquisitions and Divestitures in the Notes to Consolidated Financial
Statements under Part I, Item 1 of this Form 10-Q for further information.

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                             RESULTS OF OPERATIONS

OPERATING RESULTS

In November 2020, the SEC issued a final rule to modernize and simplify
Management's Discussion and Analysis and certain financial disclosure
requirements in SEC Regulation S-K. As permitted by this final rule, the
analysis herein reflects the optional approach to discuss results of operations
on a sequential-quarter basis, which we believe will provide information that is
most useful to investors in assessing our quarterly results of operations going
forward. In addition, as required by the final rule, we have continued to
include a comparison of the current year-to-date period to the prior
year-to-date period.
For purposes of the following discussion, any increases or decreases "for the
three months ended June 30, 2021" refer to the comparison of the three months
ended June 30, 2021, to the three months ended March 31, 2021; and any increases
or decreases "for the six months ended June 30, 2021" refer to the comparison of
the six months ended June 30, 2021, to the six months ended June 30, 2020.
The following tables and discussion present a summary of our results of
operations:
                                                              Three Months Ended                                Six Months Ended

thousands                                            June 30, 2021           March 31, 2021           June 30, 2021           June 30, 2020
Total revenues and other (1)                       $      719,131

$ 674,974 $ 1,394,105 $ 1,446,068 Equity income, net - related parties

                       58,666                   52,165                 110,831                 115,762
Total operating expenses (1)                              444,074                  434,220                 878,294               1,400,084
Gain (loss) on divestiture and other, net                   1,225                     (583)                    642                  (2,883)
Operating income (loss)                                   334,948                  292,336                 627,284                 158,863
Interest income - Anadarko note receivable                      -                        -                       -                   8,450
Interest expense                                          (95,290)                 (98,493)               (193,783)               (183,240)
Gain (loss) on early extinguishment of debt                     -                     (289)                   (289)                  8,740
Other income (expense), net                                    84                   (1,207)                 (1,123)                   (108)
Income (loss) before income taxes                         239,742                  192,347                 432,089                  (7,295)
Income tax expense (benefit)                                1,465                    1,112                   2,577                     764
Net income (loss)                                         238,277                  191,235                 429,512                  (8,059)
Net income (loss) attributable to
noncontrolling interests                                    7,018                    5,444                  12,462                 (24,569)
Net income (loss) attributable to Western
Midstream Partners, LP (2)                         $      231,259          $       185,791          $      417,050          $       16,510
Key performance metrics (3)
Adjusted gross margin                              $      677,236          $       614,624          $    1,291,860          $    1,388,272
Adjusted EBITDA                                           491,126                  443,110                 934,236               1,028,028
Free cash flow                                            379,776                  213,822                 593,598                 423,210

_________________________________________________________________________________________


(1)Total revenues and other includes amounts earned from services provided to
related parties and from the sale of residue gas and NGLs to related parties.
Total operating expenses includes amounts charged by related parties for
services and reimbursements of amounts paid by related parties to third parties
on our behalf. See Note 6-Related-Party Transactions in the Notes to
Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(2)For reconciliations to comparable consolidated results of WES Operating, see
Items Affecting the Comparability of Financial Results with WES Operating within
this Item 2.
(3)Adjusted gross margin, Adjusted EBITDA, and Free cash flow are defined under
the caption Key Performance Metrics within this Item 2. For reconciliations of
these non-GAAP financial measures to their most directly comparable financial
measures calculated and presented in accordance with GAAP, see Key Performance
Metrics-Reconciliation of non-GAAP financial measures within this Item 2.


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Throughput
                                                                Three Months Ended                                                Six Months Ended

                                                                                              Inc/                                                             Inc/
                                             June 30, 2021          March 31, 2021            (Dec)           June 30, 2021          June 30, 2020             (Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and
transportation                                       534                  519                     3  %                527                  547                    (4) %
Processing                                         3,433                3,237                     6  %              3,337                3,605                    (7) %
Equity investments (1)                               457                  439                     4  %                448                  451                    (1) %
Total throughput                                   4,424                4,195                     5  %              4,312                4,603                    (6) %
Throughput attributable to
noncontrolling interests (2)                         159                  150                     6  %                155                  164                    (5) %
Total throughput attributable to WES
for natural-gas assets                             4,265                4,045                     5  %              4,157                4,439                    (6) %

Throughput for crude-oil and NGLs assets (MBbls/d) Gathering, treating, and transportation

                                       315                  279                    13  %                297                  360                   (18) %
Equity investments (3)                               386                  337                    15  %                361                  395                    (9) %
Total throughput                                     701                  616                    14  %                658                  755                   (13) %
Throughput attributable to
noncontrolling interests (2)                          14                   12                    17  %                 13                   15                   (13) %
Total throughput attributable to WES
for crude-oil and NGLs assets                        687                  604                    14  %                645                  740                   (13) %
Throughput for produced-water assets (MBbls/d)
Gathering and disposal                               702                  607                    16  %                655                  745                   (12) %
Throughput attributable to
noncontrolling interests (2)                          14                   12                    17  %                 13                   15                   (13) %
Total throughput attributable to WES
for produced-water assets                            688                  595                    16  %                642                  730                   (12) %

_________________________________________________________________________________________


(1)Represents the 14.81% share of average Fort Union throughput (until divested
in October 2020), 22% share of average Rendezvous throughput, 50% share of
average Mi Vida and Ranch Westex throughput, and 30% share of average Red Bluff
Express throughput.
(2)For all periods presented, includes (i) the 2.0% Occidental subsidiary-owned
limited partner interest in WES Operating and (ii) for natural-gas assets, the
25% third-party interest in Chipeta, which collectively represent WES's
noncontrolling interests.
(3)Represents the 10% share of average White Cliffs throughput; 25% share of
average Mont Belvieu JV throughput; 20% share of average TEG, TEP, Whitethorn,
and Saddlehorn throughput; 33.33% share of average FRP throughput; and 15% share
of average Panola and Cactus II throughput.

Natural-gas assets



Gathering, treating, and transportation throughput increased by 15 MMcf/d for
the three months ended June 30, 2021, primarily due to increased production in
areas around the Marcellus Interest systems.
Gathering, treating, and transportation throughput decreased by 20 MMcf/d for
the six months ended June 30, 2021, primarily due to (i) production declines and
the impact of winter storm Uri at the Springfield gas-gathering system and (ii)
lower throughput at the Bison treating facility due to production declines in
the area. These decreases were offset partially by increased production in areas
around the Marcellus Interest systems.
Processing throughput increased by 196 MMcf/d for the three months ended
June 30, 2021, primarily due to (i) increased production and recovery from the
impact of winter storm Uri during the first quarter of 2021 at the West Texas
complex, (ii) increased production in areas around the DJ Basin complex, and
(iii) higher throughput at the Chipeta complex.
Processing throughput decreased by 268 MMcf/d for the six months ended June 30,
2021, primarily due to (i) lower production and the impact of winter storm Uri
at the West Texas complex, (ii) the Granger straddle plant being held idle
beginning in the third quarter of 2020, and (iii) lower throughput at the
Chipeta and Granger complexes due to production declines in the area.

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Equity-investment throughput increased by 18 MMcf/d for the three months ended
June 30, 2021, primarily due to increased volumes at the Mi Vida plant and on
Red Bluff Express.
Equity-investment throughput decreased by 3 MMcf/d for the six months ended June
30, 2021, primarily due to (i) decreased volumes at the Rendezvous system due to
production declines in the area and (ii) decreased volumes at the Fort Union
system, which was sold to a third party during the fourth quarter of 2020. These
decreases were offset partially by increased volumes on Red Bluff Express
resulting from increased pipeline commitments.

Crude-oil and NGLs assets



Gathering, treating, and transportation throughput increased by 36 MBbls/d for
the three months ended June 30, 2021, primarily due to (i) increased production
and recovery from the impact of winter storm Uri during the first quarter of
2021 at the DBM oil system and (ii) increased production in areas around the DJ
Basin oil system.
Gathering, treating, and transportation throughput decreased by 63 MBbls/d for
the six months ended June 30, 2021, primarily due to (i) lower throughput at the
DJ Basin oil system due to production declines in the area and (ii) lower
throughput at the DBM oil system resulting from lower production and the impact
of winter storm Uri.
Equity-investment throughput increased by 49 MBbls/d for the three months ended
June 30, 2021, primarily due to increased volumes on the Whitethorn and
Saddlehorn pipelines, TEP, FRP, and Mont Belvieu JV.
Equity-investment throughput decreased by 34 MBbls/d for the six months ended
June 30, 2021, primarily due to decreased volumes on the Whitethorn pipeline,
partially offset by increased volumes on the Saddlehorn pipeline.

Produced-water assets



Gathering and disposal throughput increased by 95 MBbls/d for the three months
ended June 30, 2021, due to increased throughput at the DBM water systems
resulting from higher production and recovery from the impact of winter storm
Uri during the first quarter of 2021.
Gathering and disposal throughput decreased by 90 MBbls/d for the six months
ended June 30, 2021, due to decreased throughput at the DBM water systems
resulting from lower production and the impact of winter storm Uri.


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Service Revenues
                                                              Three Months Ended                                                 Six Months Ended

                                                                                             Inc/                                                              Inc/
thousands except percentages               June 30, 2021           March 31, 2021            (Dec)            June 30, 2021           June 30, 2020            (Dec)
Service revenues - fee based             $      618,985          $       572,275                 8  %       $    1,191,260          $    1,344,024               (11) %
Service revenues - product based                 27,803                   31,652               (12) %               59,455                  22,921               159  %
 Total service revenues                  $      646,788          $       603,927                 7  %       $    1,250,715          $    1,366,945                (9) %



Service revenues - fee based

Service revenues - fee based increased by $46.7 million for the three months
ended June 30, 2021, primarily due to increases of (i) $16.8 million at the West
Texas complex, $8.4 million at the DBM water systems, and $4.3 million at the
DBM oil system resulting from increased throughput, including recovery from the
impact of winter storm Uri in the first quarter of 2021, and (ii) $14.1 million
at the DJ Basin complex from increased throughput.
Service revenues - fee based decreased by $152.8 million for the six months
ended June 30, 2021, primarily due to decreases of (i) $45.9 million, resulting
from a change in accounting for the marketing contracts with AESC effective
April 1, 2020 (see Executive Summary-Commodity purchase and sale agreements
within this Item 2), (ii) $28.7 million at the DBM oil system due to decreased
throughput, including the impact of winter storm Uri, and lower lease revenue
under the operating and maintenance agreement with Occidental, (iii) $24.5
million at the DBM water systems resulting from decreased throughput, including
the impact of winter storm Uri, and a lower average fee resulting from a
cost-of-service rate redetermination effective January 1, 2021, (iv) $20.8
million at the West Texas complex from decreased throughput, including the
impact of winter storm Uri, (v) $20.7 million at the DJ Basin complex due to
decreased throughput on certain fee-based contracts, and (vi) $7.1 million at
the Bison treating facility due to decreased throughput and the expiration of a
minimum-volume commitment contract in the fourth quarter of 2020.

Service revenues - product based



Service revenues - product based decreased by $3.8 million for the three months
ended June 30, 2021, primarily due to a decrease of $3.2 million at the Hilight
system attributable to increased prices in the first quarter of 2021 due to the
impact of winter storms in the area.
Service revenues - product based increased by $36.5 million for the six months
ended June 30, 2021, primarily due to increases of (i) $13.3 million at the West
Texas complex due to an increase in electricity-related rates billed to
customers during winter storm Uri, (ii) $9.2 million at the DJ Basin complex due
to increased third-party volumes, and (iii) $4.8 million at the Hilight system
and $3.9 million at the Granger complex due to increased prices.
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Product Sales
                                                       Three Months Ended                                              Six Months Ended

thousands except percentages                                  March 31,            Inc/                                                              Inc/
and per-unit amounts                   June 30, 2021             2021              (Dec)            June 30, 2021           June 30, 2020            (Dec)
Natural-gas sales                    $       14,195          $  21,419               (34) %       $       35,614          $       16,723               113  %
NGLs sales                                   58,061             49,386                18  %              107,447                  61,662                74  %
Total Product sales                  $       72,256          $  70,805                 2  %       $      143,061          $       78,385                83  %
Per-unit gross average sales
price:
Natural gas (per Mcf)                $         2.65          $    5.98               (56) %       $         4.26          $         1.22                   NM
NGLs (per Bbl)                                27.16              28.42                (4) %                27.73                   11.76               136  %

_________________________________________________________________________________________

NM-Not meaningful

Natural-gas sales



Natural-gas sales decreased by $7.2 million for the three months ended June 30,
2021, primarily due to decreases of (i) $13.4 million at the West Texas complex
attributable to a decrease in average prices and (ii) $3.8 million at the MGR
assets attributable to a decrease in average prices and volumes sold. These
decreases were offset partially by an increase of $9.0 million at the DJ Basin
complex attributable to an increase in volumes, partially offset by decreased
average prices.
Natural-gas sales increased by $18.9 million for the six months ended June 30,
2021, primarily due to increases of (i) $22.4 million at the West Texas complex
and $5.1 million at the MGR assets attributable to increases in average prices
and (ii) $1.8 million resulting from a change in accounting for the marketing
contracts with AESC effective April 1, 2020 (see Executive Summary-Commodity
purchase and sale agreements within this Item 2). These increases were offset
partially by a decrease of $11.1 million at the DJ Basin complex attributable to
a decrease in volumes sold, partially offset by increased average prices.

NGLs sales



NGLs sales increased by $8.7 million for the three months ended June 30, 2021,
primarily due to an increase of $8.0 million at the West Texas complex
attributable to an increase in volumes sold, partially offset by a decrease in
average prices.
NGLs sales increased by $45.8 million for the six months ended June 30, 2021,
primarily due to increases of (i) $47.8 million at the West Texas complex
attributable to an increase in average prices, partially offset by decreased
volumes sold, (ii) $9.4 million at the Chipeta complex and $5.7 million at the
Granger complex attributable to increases in average prices, and (iii) $4.9
million at the DJ Basin complex attributable to an increase in average prices
and volumes sold. These increases were offset partially by a decrease of $23.0
million resulting from a change in accounting for the marketing contracts with
AESC effective April 1, 2020 (see Executive Summary-Commodity purchase and sale
agreements within this Item 2).

Equity Income, Net - Related Parties


                                                       Three Months Ended                                              Six Months Ended

                                                              March 31,            Inc/                                                              Inc/
thousands except percentages           June 30, 2021             2021              (Dec)            June 30, 2021           June 30, 2020            

(Dec)


Equity income, net - related
parties                              $       58,666          $  52,165                12  %       $      110,831          $      115,762                (4) %



Equity income, net - related parties increased by $6.5 million for the three
months ended June 30, 2021, primarily due to (i) an increase in equity income at
Mont Belvieu JV from higher volumes and a load-reduction electricity credit
received related to winter storm Uri and (ii) higher volumes at FRP.
Equity income, net - related parties decreased by $4.9 million for the six
months ended June 30, 2021, primarily due to (i) a decrease in equity income
from Whitethorn LLC related to commercial activities and lower volumes and (ii)
lower volumes at White Cliffs. These decreases were offset partially by an
increase in equity income from higher volumes at Saddlehorn and Red Bluff
Express.
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Cost of Product and Operation and Maintenance Expenses


                                                          Three Months Ended                                                 Six Months Ended

                                                                                         Inc/                                                              Inc/
thousands except percentages           June 30, 2021           March 31, 2021            (Dec)            June 30, 2021           June 30, 2020            (Dec)
NGLs purchases                       $       42,305          $        30,919                37  %       $       73,224          $       92,781               (21) %
Residue purchases                            23,019                   57,904               (60) %               80,923                  33,160               144  %
Other                                        12,720                      146                   NM               12,866                  (4,069)                  NM
Cost of product                              78,044                   88,969               (12) %              167,013                 121,872                37  %
Operation and maintenance                   153,028                  140,332                 9  %              293,360                 304,377                (4) %
Total Cost of product and
Operation and maintenance
expenses                             $      231,072          $       229,301                 1  %       $      460,373          $      426,249                 8  %



NGLs purchases

NGLs purchases increased by $11.4 million for the three months ended June 30,
2021, primarily due to an increase of $8.2 million at the West Texas complex
attributable to purchased-volume increases, partially offset by an average-price
decrease.
NGLs purchases decreased by $19.6 million for the six months ended June 30,
2021, primarily due to a decrease of $61.1 million resulting from a change in
accounting for the marketing contracts with AESC effective April 1, 2020 (see
Executive Summary-Commodity purchase and sale agreements within this Item 2),
partially offset by increases of $18.4 million at the West Texas complex, $12.9
million at the DJ Basin complex, $4.8 million at the Chipeta complex, and $3.5
million at the Granger complex attributable to average-price increases.

Residue purchases



Residue purchases decreased by $34.9 million for the three months ended June 30,
2021, primarily due to decreases of $19.3 million at the West Texas complex,
$4.1 million at the DJ Basin complex, $3.7 million at the Hilight system, $2.4
million at the MGR assets, and $2.3 million at the Granger complex attributable
to average-price decreases.
Residue purchases increased by $47.8 million for the six months ended June 30,
2021, primarily due to increases of $35.4 million at the West Texas complex,
$4.9 million at the Chipeta complex, $4.6 million at the Hilight system, and
$4.0 million at the MGR assets attributable to average-price increases. These
increases were offset partially by a decrease of $5.2 million resulting from a
change in accounting for the marketing contracts with AESC effective April 1,
2020 (see Executive Summary-Commodity purchase and sale agreements within this
Item 2).

Other items

Other items increased by $12.6 million for the three months ended June 30, 2021,
primarily due to increases of (i) $9.8 million at the DJ Basin complex and (ii)
$3.6 million at the West Texas complex, primarily attributable to changes in
imbalance positions.
Other items increased by $16.9 million for the six months ended June 30, 2021,
primarily due to an increase of $28.8 million at the West Texas complex,
primarily attributable to changes in imbalance positions, partially offset by a
decrease of $11.9 million at the DJ Basin complex due to changes in imbalance
positions.

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Operation and maintenance expense

Operation and maintenance expense increased by $12.7 million for the three
months ended June 30, 2021, primarily due to an increase of $9.1 million at the
DJ Basin complex due to an environmental liability of $4.1 million recorded in
the second quarter of 2021, as well as increased surface maintenance and plant
repairs, and field-related expenses.
Operation and maintenance expense decreased by $11.0 million for the six months
ended June 30, 2021, primarily due to decreases of (i) $10.7 million at the West
Texas complex, primarily attributable to reduced salaries and wages, surface
maintenance and plant repairs, and safety expense, partially offset by increased
utilities expense primarily resulting from the impact of winter storm Uri and
(ii) $6.7 million at the DBM water systems attributable to lower disposal fees
resulting from reduced volumes and lower surface-use fees, partially offset by
increased utilities expense and surface maintenance and plant repairs, including
the impact of winter storm Uri. These decreases were offset partially by an
increase of $5.3 million at the DBM oil system, primarily attributable to
increases in field-related expenses and utilities expense primarily resulting
from the impact of winter storm Uri.

Other Operating Expenses
                                                           Three Months Ended                                                 Six Months Ended

                                                                                          Inc/                                                              Inc/
thousands except percentages            June 30, 2021           March 31, 2021            (Dec)            June 30, 2021           June 30, 2020      

(Dec)


General and administrative            $       44,448          $        45,116                (1) %       $       89,564          $       76,888                16  %
Property and other taxes                      17,967                   14,384                25  %               32,351                  37,871               (15) %
Depreciation and amortization                137,849                  130,553                 6  %              268,402                 252,124                 6  %
Long-lived asset and other
impairments                                   12,738                   14,866               (14) %               27,604                 165,935               (83) %
Goodwill impairment                                -                        -                   NM                    -                 441,017         

NM


Total other operating expenses        $      213,002          $       204,919                 4  %       $      417,921          $      973,835               (57) %


General and administrative expenses



General and administrative expenses increased by $12.7 million for the six
months ended June 30, 2021, primarily due to (i) a $6.3 million increase in
personnel costs primarily related to increased bonus-related contributions under
our employee savings plan, (ii) a $5.3 million increase in contract and
consulting costs primarily related to information technology services and fees,
and (iii) a $3.7 million increase in corporate expenses and professional fees.

Property and other taxes



Property and other taxes increased by $3.6 million for the three months ended
June 30, 2021, due to ad valorem tax increases at the DJ Basin complex and DJ
Basin oil system, primarily due to favorable differences between actual and
estimated tax payments related to the 2020 fiscal year recognized in the first
quarter of 2021.
Property and other taxes decreased by $5.5 million for the six months ended June
30, 2021, primarily due to ad valorem tax decreases at the West Texas and DJ
Basin complexes, and DJ Basin oil system due to favorable differences between
actual and estimated tax payments related to the 2020 fiscal year.

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Depreciation and amortization expense

Depreciation and amortization expense increased by $7.3 million for the three
months ended June 30, 2021, primarily due to increases of (i) $3.2 million at a
transportation asset in Southwest Wyoming, primarily as a result of downward
asset retirement obligation revisions made in the first quarter of 2021 and (ii)
$2.3 million at the MGR assets and Hilight system due to an acceleration of
depreciation expense.
Depreciation and amortization expense increased by $16.3 million for the six
months ended June 30, 2021, primarily due to increases of (i) $13.1 million at
the DJ Basin complex, primarily as a result of a change in estimate for asset
retirement obligations for the Third Creek gathering system in the comparative
prior period, (ii) $5.6 million at the West Texas complex resulting from capital
projects being placed into service, and (iii) $4.5 million related to
depreciation for capitalized information technology implementation costs related
to the stand-up of WES as an independent organization. These increases were
offset partially by decreases of (i) $8.4 million due to the sale of the Bison
treating facility and (ii) $3.3 million at a transportation asset in Southwest
Wyoming, primarily as a result of downward asset retirement obligation revisions
made in the first quarter of 2021.

Long-lived asset and other impairment expense



Long-lived asset and other impairment expense for the three months ended
June 30, 2021, was primarily due to an $11.6 million other-than-temporary
impairment of our investment in Ranch Westex.
Long-lived asset and other impairment expense for the three months ended
March 31, 2021, was primarily due to $13.5 million of impairments at the DJ
Basin complex due to cancellation of projects.
Long-lived asset and other impairment expense for the six months ended June 30,
2020, was primarily due to (i) $149.4 million of impairments for assets located
in Wyoming and Utah and (ii) impairments at the DJ Basin complex due to
cancellation of projects and impairments of rights-of-way.
For further information on Long-lived asset and other impairment expense, see
Note 8-Property, Plant, and Equipment in the Notes to Consolidated Financial
Statements under Part I, Item 1 of this Form 10-Q.

Goodwill impairment expense



During the three months ended March 31, 2020, an interim goodwill impairment
test was performed due to significant unit-price declines triggered by the
combined impacts from the global outbreak of COVID-19 and the oil-market
disruption. As a result of the interim impairment test, a goodwill impairment of
$441.0 million was recognized for the gathering and processing reporting unit.
For additional information, see Note 9-Goodwill in the Notes to Consolidated
Financial Statements under Part I, Item 1 of this Form 10-Q.

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Interest Income - Anadarko Note Receivable and Interest Expense

                                                          Three Months Ended                                                  Six Months Ended

                                                                                         Inc/                                                               Inc/
thousands except percentages           June 30, 2021           March 31, 2021            (Dec)            June 30, 2021           June 30, 2020            (Dec)

Interest income - Anadarko
note receivable                      $            -          $             -                 -  %       $            -          $        8,450               (100) %

Third parties Long-term and short-term debt $ (92,487) $ (95,722)

               (3) %       $     (188,209)         $     (179,419)                 5  %
Finance lease liabilities                      (292)                    (298)               (2) %                 (590)                   (793)               (26) %
Amortization of debt issuance
costs and commitment fees                    (3,179)                  (3,338)               (5) %               (6,517)                 (6,589)                (1) %
Capitalized interest                            668                      865                23  %                1,533                   3,604                (57) %
Related parties

Finance lease liabilities                         -                        -                 -  %                    -                     (43)              (100) %
Interest expense                     $      (95,290)         $       (98,493)               (3) %       $     (193,783)         $     (183,240)                 6  %



Interest income

Interest income - Anadarko note receivable decreased by $8.5 million for the six
months ended June 30, 2021, due to the exchange of the Anadarko note receivable
under the Unit Redemption Agreement in September 2020. See Note 6-Related-Party
Transactions in the Notes to Consolidated Financial Statements under Part I,
Item 1 of this Form 10-Q.

Interest expense



Interest expense decreased by $3.2 million for the three months ended June 30,
2021, primarily due to lower interest incurred on the 5.375% Senior Notes due
2021 that were called on March 1, 2021.
Interest expense increased by $10.5 million for the six months ended June 30,
2021, primarily due to (i) $23.8 million of additional interest incurred from
higher effective interest rates resulting from credit-rating downgrades on the
3.100% Senior Notes due 2025, 4.050% Senior Notes due 2030, and 5.250% Senior
Notes due 2050 and (ii) a decrease of $2.1 million in capitalized interest due
to decreased capital expenditures. These increases were offset partially by
decreases of (i) $11.0 million due to lower outstanding balances on the 5.375%
Senior Notes due 2021 that were called on March 1, 2021, 4.000% Senior Notes due
2022, and Floating-Rate Senior Notes due 2023 and (ii) $4.1 million due to lower
outstanding borrowings under the RCF in 2021. See Liquidity and Capital
Resources-Debt and credit facilities within this Item 2.


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Income Tax Expense (Benefit)
                                                       Three Months Ended                                            Six Months Ended

                                                                                   Inc/                                                           Inc/
thousands except percentages         June 30, 2021        March 31, 2021           (Dec)           June 30, 2021         June 30, 2020           (Dec)
Income (loss) before income
taxes                                $     239,742       $        192,347             25  %       $       432,089       $        (7,295)               NM
Income tax expense (benefit)                 1,465                  1,112             32  %                 2,577                    764               NM
Effective tax rate                            1  %                   1  %                                    1  %                     NM



We are not a taxable entity for U.S. federal income tax purposes; therefore, our
federal statutory rate is zero percent. However, income apportionable to Texas
is subject to Texas margin tax.
For all periods presented, the variance from the federal statutory rate
primarily was due to our Texas margin tax liability.

KEY PERFORMANCE METRICS


                                                            Three Months Ended                                                 Six Months Ended

thousands except percentages and                                                           Inc/                                                              Inc/
per-unit amounts                         June 30, 2021           March 31, 2021            (Dec)            June 30, 2021           June 30, 2020            (Dec)
Adjusted gross margin for
natural-gas assets                     $      469,409          $       432,389                 9  %       $      901,798          $      925,842                (3) %
Adjusted gross margin for
crude-oil and NGLs assets                     150,317                  133,145                13  %              283,462                 333,595               (15) %
Adjusted gross margin for
produced-water assets                          57,510                   49,090                17  %              106,600                 128,835               (17) %
Adjusted gross margin                         677,236                  614,624                10  %            1,291,860               1,388,272                (7) %
Per-Mcf Adjusted gross margin
for natural-gas assets (1)                       1.21                     1.19                 2  %                 1.20                    1.15                 4  %
Per-Bbl Adjusted gross margin
for crude-oil and NGLs assets
(2)                                              2.40                     2.45                (2) %                 2.43                    2.48                (2) %
Per-Bbl Adjusted gross margin
for produced-water assets (3)                    0.92                     0.92                 -  %                 0.92                    0.97                (5) %
Adjusted EBITDA                               491,126                  443,110                11  %              934,236               1,028,028                (9) %
Free cash flow                                379,776                  213,822                78  %              593,598                 423,210                40  %

_________________________________________________________________________________________


(1)Average for period. Calculated as Adjusted gross margin for natural-gas
assets, divided by total throughput (MMcf/d) attributable to WES for natural-gas
assets.
(2)Average for period. Calculated as Adjusted gross margin for crude-oil and
NGLs assets, divided by total throughput (MBbls/d) attributable to WES for
crude-oil and NGLs assets.
(3)Average for period. Calculated as Adjusted gross margin for produced-water
assets, divided by total throughput (MBbls/d) attributable to WES for
produced-water assets.

Adjusted gross margin. We define Adjusted gross margin attributable to Western
Midstream Partners, LP ("Adjusted gross margin") as total revenues and other
(less reimbursements for electricity-related expenses recorded as revenue), less
cost of product, plus distributions from equity investments, and excluding the
noncontrolling interest owners' proportionate share of revenues and cost of
product. We believe Adjusted gross margin is an important performance measure of
our operations' profitability and performance as compared to other companies in
the midstream industry. Cost of product expenses include (i) costs associated
with the purchase of natural gas and NGLs pursuant to our percent-of-proceeds,
percent-of-product, and keep-whole contracts, (ii) costs associated with the
valuation of gas and NGLs imbalances, and (iii) costs associated with our
obligations under certain contracts to redeliver a volume of natural gas to
shippers, which is thermally equivalent to condensate retained by us and sold to
third parties.
To facilitate investor and industry analyst comparisons between us and our
peers, we also disclose per-Mcf Adjusted gross margin for natural-gas assets,
per-Bbl Adjusted gross margin for crude-oil and NGLs assets, and per-Bbl
Adjusted gross margin for produced-water assets.

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Adjusted gross margin increased by $62.6 million for the three months ended
June 30, 2021, primarily due to (i) increased throughput at the West Texas and
DJ Basin complexes and the DBM water, DBM oil, and DJ Basin oil systems and (ii)
an increase in distributions from Mont Belvieu JV.
Adjusted gross margin decreased by $96.4 million for the six months ended June
30, 2021, primarily due to (i) decreased throughput and lower lease revenue
under the operating and maintenance agreement with Occidental at the DBM oil
system, (ii) decreased throughput and a lower average fee resulting from a
cost-of-service rate redetermination effective January 1, 2021, at the DBM water
systems, (iii) decreased throughput at the West Texas complex, (iv) decreased
throughput on certain fee-based contracts at the DJ Basin complex, and (v) a
decrease in distributions from Whitethorn LLC.
Per-Mcf Adjusted gross margin for natural-gas assets increased by $0.02 for the
three months ended June 30, 2021, primarily due to increased throughput at the
DJ Basin complex, which has a higher-than-average per-Mcf margin as compared to
our other natural-gas assets.
Per-Mcf Adjusted gross margin for natural-gas assets increased by $0.05 for the
six months ended June 30, 2021, primarily due to a higher cost-of-service rate
effective January 1, 2021, at the West Texas complex, partially offset by
decreased throughput on certain fee-based contracts at the DJ Basin complex,
which has a higher-than-average per-Mcf margin as compared to our other
natural-gas assets.
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets decreased by $0.05
for the three months ended June 30, 2021, primarily due to (i) increased volumes
on the Whitethorn pipeline, which has a lower-than-average per-Bbl margin as
compared to our other crude-oil and NGLs assets and (ii) a decrease in
distributions from White Cliffs and FRP. These decreases were offset partially
by an increase in distributions from Mont Belvieu JV.
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets decreased by $0.05
for the six months ended June 30, 2021, primarily due to decreased throughput
and lower lease revenue under the operating and maintenance agreement with
Occidental at the DBM oil system, which has a higher-than-average per-Bbl margin
as compared to our other crude-oil and NGLs assets, partially offset by a higher
cost-of-service rate effective January 1, 2021, at the DJ Basin oil system.
Per-Bbl Adjusted gross margin for produced-water assets decreased by $0.05 for
the six months ended June 30, 2021, primarily due to a lower average fee
resulting from a cost-of-service rate redetermination effective January 1, 2021.

Adjusted EBITDA. We define Adjusted EBITDA attributable to Western Midstream
Partners, LP ("Adjusted EBITDA") as net income (loss), plus (i) distributions
from equity investments, (ii) non-cash equity-based compensation expense, (iii)
interest expense, (iv) income tax expense, (v) depreciation and amortization,
(vi) impairments, and (vii) other expense (including lower of cost or market
inventory adjustments recorded in cost of product), less (i) gain (loss) on
divestiture and other, net, (ii) gain (loss) on early extinguishment of debt,
(iii) income from equity investments, (iv) interest income, (v) income tax
benefit, (vi) other income, and (vii) the noncontrolling interest owners'
proportionate share of revenues and expenses. We believe the presentation of
Adjusted EBITDA provides information useful to investors in assessing our
financial condition and results of operations and that Adjusted EBITDA is a
widely accepted financial indicator of a company's ability to incur and service
debt, fund capital expenditures, and make distributions. Adjusted EBITDA is a
supplemental financial measure that management and external users of our
consolidated financial statements, such as industry analysts, investors,
commercial banks, and rating agencies, use, among other measures, to assess the
following:

•our operating performance as compared to other publicly traded partnerships in
the midstream industry, without regard to financing methods, capital structure,
or historical cost basis;

•the ability of our assets to generate cash flow to make distributions; and

•the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.



Adjusted EBITDA increased by $48.0 million for the three months ended June 30,
2021, primarily due to (i) a $44.2 million increase in total revenues and other,
(ii) a $10.9 million decrease in cost of product (net of lower of cost or market
inventory adjustments), and (iii) a $9.8 million increase in distributions from
equity investments. These amounts were offset partially by (i) a $12.7 million
increase in operation and maintenance expenses and (ii) a $3.6 million increase
in property taxes.
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Adjusted EBITDA decreased by $93.8 million for the six months ended June 30,
2021, primarily due to (i) a $52.0 million decrease in total revenues and other,
(ii) a $45.3 million increase in cost of product (net of lower of cost or market
inventory adjustments), (iii) a $9.7 million increase in general and
administrative expenses excluding non-cash equity-based compensation expense,
and (iv) a $5.4 million decrease in distributions from equity investments. These
amounts were offset partially by (i) an $11.0 million decrease in operation and
maintenance expenses and (ii) a $5.5 million decrease in property taxes. The
above-described variances in cost of product and total revenues and other
include the impacts resulting from a change in accounting for the marketing
contracts with AESC effective April 1, 2020, which had no net impact on Adjusted
EBITDA (see Executive Summary-Commodity purchase and sale agreements within this
Item 2).

Free cash flow. We define "Free cash flow" as net cash provided by operating
activities less total capital expenditures and contributions to equity
investments, plus distributions from equity investments in excess of cumulative
earnings. Management considers Free cash flow an appropriate metric for
assessing capital discipline, cost efficiency, and balance-sheet strength.
Although Free cash flow is the metric used to assess WES's ability to make
distributions to unitholders, this measure should not be viewed as indicative of
the actual amount of cash that is available for distributions or planned for
distributions for a given period. Instead, Free cash flow should be considered
indicative of the amount of cash that is available for distributions, debt
repayments, and other general partnership purposes.
Free cash flow increased by $166.0 million for the three months ended June 30,
2021, primarily due to an increase of $190.6 million in net cash provided by
operating activities, partially offset by (i) an increase of $18.4 million in
capital expenditures and (ii) an increase of $3.3 million in contributions to
equity investments.
Free cash flow increased by $170.4 million for the six months ended June 30,
2021, primarily due to (i) a decrease of $175.1 million in capital expenditures,
(ii) a decrease of $12.6 million in contributions to equity investments, and
(iii) an $8.0 million increase in distributions from equity investments in
excess of cumulative earnings. These amounts were offset partially by a decrease
of $25.3 million in net cash provided by operating activities.
See Capital Expenditures and Historical Cash Flow within this Item 2 for further
information.

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Reconciliation of non-GAAP financial measures. Adjusted gross margin, Adjusted
EBITDA, and Free cash flow are not defined in GAAP. The GAAP measure used by us
that is most directly comparable to Adjusted gross margin is gross margin. Net
income (loss) and net cash provided by operating activities are the GAAP
measures used by us that are most directly comparable to Adjusted EBITDA. The
GAAP measure used by us that is most directly comparable to Free cash flow is
net cash provided by operating activities. Our non-GAAP financial measures of
Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be
considered as alternatives to the GAAP measures of gross margin, net income
(loss), net cash provided by operating activities, or any other measure of
financial performance presented in accordance with GAAP. Adjusted gross margin,
Adjusted EBITDA, and Free cash flow have important limitations as analytical
tools because they exclude some, but not all, items that affect gross margin,
net income (loss), and net cash provided by operating activities. Adjusted gross
margin, Adjusted EBITDA, and Free cash flow should not be considered in
isolation or as a substitute for analysis of our results as reported under GAAP.
Our definitions of Adjusted gross margin, Adjusted EBITDA, and Free cash flow
may not be comparable to similarly titled measures of other companies in our
industry, thereby diminishing their utility as comparative measures.
Management compensates for the limitations of Adjusted gross margin, Adjusted
EBITDA, and Free cash flow as analytical tools by reviewing the comparable GAAP
measures, understanding the differences between Adjusted gross margin, Adjusted
EBITDA, and Free cash flow compared to (as applicable) gross margin, net income
(loss), and net cash provided by operating activities, and incorporating this
knowledge into its decision-making processes. We believe that investors benefit
from having access to the same financial measures that our management considers
in evaluating our operating results.
The following tables present (i) a reconciliation of the GAAP financial measure
of gross margin to the non-GAAP financial measure of Adjusted gross margin, (ii)
a reconciliation of the GAAP financial measures of net income (loss) and net
cash provided by operating activities to the non-GAAP financial measure of
Adjusted EBITDA, and (iii) a reconciliation of the GAAP financial measure of net
cash provided by operating activities to the non-GAAP financial measure of Free
cash flow:
                                                                     Three Months Ended                               Six Months Ended

thousands                                                  June 30, 2021           March 31, 2021           June 30, 2021           June 30, 2020
Reconciliation of Gross margin to Adjusted gross margin
Total revenues and other                                 $      719,131          $       674,974          $    1,394,105          $    1,446,068
Less:
Cost of product                                                  78,044                   88,969                 167,013                 121,872
Depreciation and amortization                                   137,849                  130,553                 268,402                 252,124
Gross margin                                                    503,238                  455,452                 958,690               1,072,072

Add:


Distributions from equity investments                            70,947                   61,189                 132,136                 137,496
Depreciation and amortization                                   137,849                  130,553                 268,402                 252,124

Less:

Reimbursed electricity-related charges recorded as revenues

                                                         17,585                   17,312                  34,897                  40,828
Adjusted gross margin attributable to
noncontrolling interests (1)                                     17,213                   15,258                  32,471                  32,592
Adjusted gross margin                                    $      677,236

$ 614,624 $ 1,291,860 $ 1,388,272 Adjusted gross margin for natural-gas assets

$      469,409

$ 432,389 $ 901,798 $ 925,842 Adjusted gross margin for crude-oil and NGLs assets

                                                          150,317                  133,145                 283,462                 333,595
Adjusted gross margin for produced-water assets                  57,510                   49,090                 106,600                 128,835


_________________________________________________________________________________________

(1)For all periods presented, includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% Occidental subsidiary-owned limited partner interest in WES Operating, which collectively represent WES's noncontrolling interests.



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                                                                Three Months Ended                               Six Months Ended

thousands                                             June 30, 2021           March 31, 2021           June 30, 2021           June 30, 2020

Reconciliation of Net income (loss) to Adjusted EBITDA Net income (loss)

$      238,277

$ 191,235 $ 429,512 $ (8,059) Add: Distributions from equity investments

                       70,947                   61,189                 132,136                 137,496
Non-cash equity-based compensation expense                   7,121                    6,734                  13,855                  10,911
Interest expense                                            95,290                   98,493                 193,783                 183,240
Income tax expense                                           1,465                    1,112                   2,577                   5,044
Depreciation and amortization                              137,849                  130,553                 268,402                 252,124
Impairments (1)                                             12,738                   14,866                  27,604                 606,952
Other expense                                                   30                    1,218                   1,248                   1,950
Less:
Gain (loss) on divestiture and other, net                    1,225                     (583)                    642                  (2,883)
Gain (loss) on early extinguishment of debt                      -                     (289)                   (289)                  8,740
Equity income, net - related parties                        58,666                   52,165                 110,831                 115,762
Interest income - Anadarko note receivable                       -                        -                       -                   8,450
Other income                                                    84                        -                      84                   1,652
Income tax benefit                                               -                        -                       -                   4,280
Adjusted EBITDA attributable to
noncontrolling interests (2)                                12,616                   10,997                  23,613                  25,629
Adjusted EBITDA                                     $      491,126

$ 443,110 $ 934,236 $ 1,028,028 Reconciliation of Net cash provided by operating activities to Adjusted EBITDA Net cash provided by operating activities

$      452,111

$ 261,550 $ 713,661 $ 738,999 Interest (income) expense, net

                              95,290                   98,493                 193,783                 174,790

Accretion and amortization of long-term
obligations, net                                            (1,914)                  (2,088)                 (4,002)                 (4,297)
Current income tax expense (benefit)                           749                      555                   1,304                     (35)
Other (income) expense, net                                    (84)                   1,207                   1,123                    (412)
Cash paid to settle interest-rate swaps                          -                        -                       -                  12,763
Distributions from equity investments in
excess of cumulative earnings - related
parties                                                      9,232                   12,141                  21,373                  13,340
Changes in assets and liabilities:
Accounts receivable, net                                    38,982                   30,182                  69,164                 200,136
Accounts and imbalance payables and accrued
liabilities, net                                           (55,758)                  16,467                 (39,291)                (72,323)
Other items, net                                           (34,866)                  35,600                     734                  (9,304)
Adjusted EBITDA attributable to
noncontrolling interests (2)                               (12,616)                 (10,997)                (23,613)                (25,629)
Adjusted EBITDA                                     $      491,126

$ 443,110 $ 934,236 $ 1,028,028 Cash flow information Net cash provided by operating activities

$      452,111

$ 261,550 $ 713,661 $ 738,999 Net cash used in investing activities

                      (59,932)                 (46,472)               (106,404)               (355,001)
Net cash provided by (used in) financing
activities                                                (142,982)                (603,624)               (746,606)               (424,222)


_________________________________________________________________________________________


(1)Includes goodwill impairment for the six months ended June 30, 2020. See
Note 9-Goodwill in the Notes to Consolidated Financial Statements under Part I,
Item 1 of this Form 10-Q.
(2)For all periods presented, includes (i) the 25% third-party interest in
Chipeta and (ii) the 2.0% Occidental subsidiary-owned limited partner interest
in WES Operating, which collectively represent WES's noncontrolling interests.
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                                                                Three Months Ended                               Six Months Ended

thousands                                             June 30, 2021           March 31, 2021           June 30, 2021           June 30, 2020

Reconciliation of Net cash provided by operating activities to Free cash flow Net cash provided by operating activities

$      452,111

$ 261,550 $ 713,661 $ 738,999 Less: Capital expenditures

                                        78,145                   59,783                 137,928                 313,065
Contributions to equity investments - related
parties                                                      3,422                       86                   3,508                  16,064

Add:


Distributions from equity investments in
excess of cumulative earnings - related
parties                                                      9,232                   12,141                  21,373                  13,340
Free cash flow                                      $      379,776

$ 213,822 $ 593,598 $ 423,210 Cash flow information Net cash provided by operating activities

$      452,111

$ 261,550 $ 713,661 $ 738,999 Net cash used in investing activities

                      (59,932)                 (46,472)               (106,404)               (355,001)
Net cash provided by (used in) financing
activities                                                (142,982)                (603,624)               (746,606)               (424,222)



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                        LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include quarterly distributions, debt service, capital
expenditures, and customary operating expenses. Our sources of liquidity as of
June 30, 2021, included cash and cash equivalents, cash flows generated from
operations, available borrowing capacity under the RCF, and potential issuances
of additional equity or debt securities. We believe that cash flows generated
from these sources will be sufficient to satisfy our short-term working capital
requirements and long-term capital-expenditure and debt service requirements.
The amount of future distributions to unitholders will depend on our results of
operations, financial condition, capital requirements, and other factors, and
will be determined by the Board of Directors on a quarterly basis. We may rely
on external financing sources, including equity and debt issuances, to fund
capital expenditures and future acquisitions. However, we also may use operating
cash flows to fund capital expenditures or acquisitions, which could result in
borrowings under the RCF to pay distributions or to fund other short-term
working capital requirements.
Under our partnership agreement, we distribute all of our available cash (beyond
proper reserves as defined in our partnership agreement) within 55 days
following each quarter's end. Our cash flow and resulting ability to make cash
distributions are dependent on our ability to generate cash flow from
operations. Generally, our available cash is our cash on hand at the end of a
quarter after the payment of our expenses and the establishment of cash reserves
and cash on hand resulting from working capital borrowings made after the end of
the quarter. The general partner establishes cash reserves to provide for the
proper conduct of our business, including (i) reserves to fund future capital
expenditures, (ii) to comply with applicable laws, debt instruments, or other
agreements, or (iii) to provide funds for unitholder distributions for any one
or more of the next four quarters. We have made cash distributions to our
unitholders each quarter since our initial public offering in 2012. The Board of
Directors declared a cash distribution to unitholders for the second quarter of
2021 of $0.31900 per unit, or $134.7 million in the aggregate. The cash
distribution is payable on August 13, 2021, to our unitholders of record at the
close of business on July 30, 2021.
In November 2020, we announced a buyback program of up to $250.0 million of our
common units through December 31, 2021. The common units may be purchased from
time to time in the open market at prevailing market prices or in privately
negotiated transactions. The timing and amount of purchases under the program
will be determined based on ongoing assessments of capital needs, our financial
performance, the market price of the common units, and other factors, including
organic growth and acquisition opportunities and general market conditions. The
program does not obligate us to purchase any specific dollar amount or number of
units and may be suspended or discontinued at any time. During the six months
ended June 30, 2021, we repurchased 1,115,808 common units on the open market
for an aggregate purchase price of $16.2 million. We canceled the units
immediately upon receipt. As of June 30, 2021, we had an authorized amount of
$201.2 million remaining under the Purchase Program.
Management continuously monitors our leverage position and coordinates our
capital expenditures and quarterly distributions with expected cash inflows and
projected debt service requirements. We will continue to evaluate funding
alternatives, including additional borrowings and the issuance of debt or equity
securities, to secure funds as needed or to refinance maturing debt balances
with longer-term debt issuances. Our ability to generate cash flows is subject
to a number of factors, some of which are beyond our control. Read Risk Factors
under Part II, Item 1A of this Form 10-Q.

Working capital. Working capital is an indication of liquidity and potential
needs for short-term funding. Working capital requirements are driven by changes
in accounts receivable and accounts payable and other factors such as credit
extended to, and the timing of collections from, our customers, and the level
and timing of our spending for acquisitions, maintenance, and other capital
activities. As of June 30, 2021, we had a $240.4 million working capital
deficit, which we define as the amount by which current liabilities exceed
current assets. Our working capital deficit was primarily due to the 4.000%
Senior Notes due 2022 of $580.7 million being classified as short-term debt on
the consolidated balance sheet as of June 30, 2021. As of June 30, 2021, there
was $2.0 billion available for borrowing under the RCF. See Note 10-Selected
Components of Working Capital and Note 11-Debt and Interest Expense in the Notes
to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Capital expenditures. Our business is capital intensive, requiring significant
investment to maintain and improve existing facilities or to develop new
midstream infrastructure. Capital expenditures includes maintenance capital
expenditures, which include those expenditures required to maintain existing
operating capacity and service capability of our assets, such as to replace
system components and equipment that have been subject to significant use over
time, become obsolete, or reached the end of their useful lives, to remain in
compliance with regulatory or legal requirements, or to complete additional well
connections to maintain existing system throughput and related cash flows; and
expansion capital expenditures, which include expenditures to construct new
midstream infrastructure and expenditures incurred to extend the useful lives of
our assets, reduce costs, increase revenues, or increase system throughput or
capacity from current levels, including well connections that increase existing
system throughput.
Capital expenditures in the consolidated statements of cash flows reflect
capital expenditures on a cash basis, when payments are made. Capital incurred
is presented on an accrual basis. Acquisitions and capital expenditures as
presented in the consolidated statements of cash flows and capital incurred were
as follows:
                                       Six Months Ended
                                            June 30,

thousands                              2021                2020
Acquisitions (1)              $       2,000             $      -
Capital expenditures (2)            137,928              313,065
Capital incurred (2)                142,758              215,172

_________________________________________________________________________________________

(1)For information regarding equipment purchases from related parties, see Note 6-Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. (2)For the six months ended June 30, 2021 and 2020, included $1.5 million and $3.6 million, respectively, of capitalized interest.



Capital expenditures decreased by $175.1 million for the six months ended June
30, 2021, primarily due to decreases of (i) $79.7 million at the West Texas
complex primarily attributable to decreases in facility expansion and pipeline
projects, (ii) $48.4 million at the DJ Basin complex primarily related to the
completion of Latham Train II that commenced operations in the first quarter of
2020 and decreases in pipeline, well connection, and compression projects, (iii)
$26.0 million at the DBM oil system primarily related to the completion of the
Loving ROTF Trains III and IV that commenced operations during the first and
third quarters of 2020, respectively, and decreases in pipeline and well
connection projects, and (iv) $15.9 million at the DBM water systems primarily
due to reduced construction of additional water-disposal facilities and
gathering projects.
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Historical cash flow. The following table and discussion present a summary of
our net cash flows provided by (used in) operating, investing, and financing
activities:
                                                                 Six Months Ended
                                                                     June 30,

thousands                                                       2021           2020
Net cash provided by (used in):
Operating activities                                        $  713,661      $ 738,999
Investing activities                                          (106,404)      (355,001)
Financing activities                                          (746,606)      (424,222)

Net increase (decrease) in cash and cash equivalents $ (139,349) $ (40,224)





Operating activities. Net cash provided by operating activities decreased for
the six months ended June 30, 2021, primarily due to (i) lower cash operating
income, (ii) lower distributions from equity investments, (iii) higher interest
expense, and (iv) lower interest income. These decreases were offset partially
by (i) the impact of changes in assets and liabilities and (ii) cash paid during
the six months ended June 30, 2020, to settle interest-rate swaps. Refer to
Operating Results within this Item 2 for a discussion of our results of
operations as compared to the prior period.

Investing activities. Net cash used in investing activities for the six months ended June 30, 2021, included the following:



•$137.9 million of capital expenditures, primarily related to construction,
expansion, and asset-integrity projects at the West Texas complex, DBM water
systems, DJ Basin complex, and DBM oil system;

•$3.5 million of capital contributions primarily paid to Cactus II;

•$2.0 million of acquisitions from related parties;

•$21.4 million of distributions received from equity investments in excess of cumulative earnings;

•$8.0 million related to the sale of the Bison treating facility; and

•$7.7 million of decreases to materials and supplies inventory.

Net cash used in investing activities for the six months ended June 30, 2020, included the following:



•$313.1 million of capital expenditures, primarily related to construction and
expansion at the West Texas and DJ Basin complexes, DBM water systems, and DBM
oil system;

•$39.2 million of increases to materials and supplies inventory;

•$16.1 million of capital contributions primarily paid to Cactus II and FRP for construction activities; and

•$13.3 million of distributions received from equity investments in excess of cumulative earnings.

Financing activities. Net cash used in financing activities for the six months ended June 30, 2021, included the following:

•$531.1 million to redeem the total principal amount outstanding of WES Operating's 5.375% Senior Notes due 2021 and repay borrowings under the RCF;

•$264.2 million of distributions paid to WES unitholders;





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•$29.1 million of decreases in outstanding checks due mostly to ad valorem tax
payments made at the end of 2020;

•$16.2 million of unit repurchases;

•$5.3 million of distributions paid to the noncontrolling interest owner of WES Operating;

•$3.6 million of finance lease payments;

•$1.5 million of distributions paid to the noncontrolling interest owner of Chipeta;

•$100.0 million of borrowings under the RCF, which were used for general partnership purposes; and

•$4.5 million of contributions from related parties.

Net cash provided by financing activities for the six months ended June 30, 2020, included the following:

•$3.0 billion of repayments of outstanding borrowings under the Term loan facility;

•$430.0 million of repayments of outstanding borrowings under the RCF;

•$422.7 million of distributions paid to WES unitholders;



•$153.1 million to purchase and retire portions of WES Operating's 5.375% Senior
Notes due 2021, 4.000% Senior Notes due 2022, and Floating-Rate Senior Notes via
open-market repurchases;

•$10.3 million of finance lease payments;

•$8.7 million of distributions paid to the noncontrolling interest owner of WES Operating;

•$2.8 million of distributions paid to the noncontrolling interest owner of Chipeta;



•$3.5 billion of net proceeds from the Fixed-Rate Senior Notes and Floating-Rate
Senior Notes issued in January 2020, which were used to repay the $3.0 billion
outstanding borrowings under the Term loan facility, repay outstanding amounts
under the RCF, and for general partnership purposes;

•$125.0 million of borrowings under the RCF, which were used for general partnership purposes; and



•$20.0 million of a one-time cash contribution from Occidental received in
January 2020, pursuant to the Services Agreement, for anticipated transition
costs required to establish stand-alone human resources and information
technology functions.

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Debt and credit facilities. As of June 30, 2021, the carrying value of
outstanding debt was $7.4 billion. See Note 11-Debt and Interest Expense in the
Notes to Consolidated Financial Statements under Part I, Item 1 of this Form
10-Q.

WES Operating Senior Notes. In mid-January 2020, WES Operating issued the
Fixed-Rate 3.100% Senior Notes due 2025, 4.050% Senior Notes due 2030, and
5.250% Senior Notes due 2050 and the Floating-Rate Senior Notes due 2023.
Including the effects of the issuance prices, underwriting discounts, and
interest-rate adjustments, the effective interest rates of the Senior Notes due
2025, 2030, and 2050, were 4.542%, 5.424%, and 6.629%, respectively, at June 30,
2021. The interest rate on the Floating-Rate Senior Notes was 2.29% at June 30,
2021. The effective interest rate of these notes is subject to adjustment from
time to time due to a change in credit rating.
During the first quarter of 2021, WES Operating redeemed the total principal
amount outstanding of the 5.375% Senior Notes due 2021 at par value, pursuant to
the optional redemption terms in WES Operating's indenture. As of June 30, 2021,
the 4.000% Senior Notes due 2022 were classified as short-term debt on the
consolidated balance sheet due to management's intent to retire the notes within
the next twelve months. At June 30, 2021, WES Operating was in compliance with
all covenants under the relevant governing indentures.
We may, from time to time, seek to retire, rearrange, or amend some or all of
our outstanding debt or debt agreements through cash purchases, exchanges,
open-market repurchases, privately negotiated transactions, tender offers, or
otherwise. Such transactions, if any, will depend on prevailing market
conditions, our liquidity position and requirements, contractual restrictions,
and other factors. The amounts involved may be material.

Revolving credit facility. WES Operating's $2.0 billion senior unsecured
revolving credit facility is expandable to a maximum of $2.5 billion, and
matures in February 2025 for each extending lender. The non-extending lender's
commitments mature in February 2024 and represent $100.0 million out of $2.0
billion of total commitments from all lenders.
As of June 30, 2021, there were no outstanding borrowings and $5.1 million of
outstanding letters of credit, resulting in $2.0 billion of available borrowing
capacity under the RCF. At June 30, 2021, the interest rate on any outstanding
RCF borrowings was 1.60% and the facility-fee rate was 0.25%. At June 30, 2021,
WES Operating was in compliance with all covenants under the RCF.
The RCF contains certain covenants that limit, among other things, WES
Operating's ability, and that of certain of its subsidiaries, to incur
additional indebtedness, grant certain liens, merge, consolidate, or allow any
material change in the character of its business, enter into certain
related-party transactions and use proceeds other than for partnership purposes.
The RCF also contains various customary covenants, certain events of default,
and a maximum consolidated leverage ratio as of the end of each fiscal quarter
(which is defined as the ratio of consolidated indebtedness as of the last day
of a fiscal quarter to Consolidated EBITDA for the most-recent four-consecutive
fiscal quarters ending on such day) of 5.0 to 1.0, or a consolidated leverage
ratio of 5.5 to 1.0 with respect to quarters ending in the 270-day period
immediately following certain acquisitions. As a result of certain covenants
contained in the RCF, our capacity to borrow under the RCF may be limited.

Finance lease liabilities. During the first quarter of 2020, WES entered into
finance leases with third parties for equipment and vehicles extending through
2029. As of June 30, 2021, we have future lease payments of $4.4 million for the
remainder of 2021 and a total of $28.7 million in years thereafter.

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Credit risk. We bear credit risk through exposure to non-payment or
non-performance by our counterparties, including Occidental, financial
institutions, customers, and other parties. Generally, non-payment or
non-performance results from a customer's inability to satisfy payables to us
for services rendered, minimum-volume-commitment deficiency payments owed, or
volumes owed pursuant to gas-imbalance agreements. We examine and monitor the
creditworthiness of customers and may establish credit limits for customers. A
substantial portion of our throughput is sourced from producers, including
Occidental, that recently received credit-rating downgrades. We are subject to
the risk of non-payment or late payment by producers for gathering, processing,
transportation, and disposal fees. Additionally, we continue to evaluate
counterparty credit risk and, in certain circumstances, are exercising our
rights to request adequate assurance.
We expect our exposure to the concentrated risk of non-payment or
non-performance to continue for as long as our commercial relationships with
Occidental generate a significant portion of our revenues. While Occidental is
our contracting counterparty, gathering and processing arrangements with
affiliates of Occidental on most of our systems include not just
Occidental-produced volumes, but also, in some instances, the volumes of other
working-interest owners of Occidental who rely on our facilities and
infrastructure to bring their volumes to market. We also are party to agreements
with Occidental under which Occidental is required to indemnify us for certain
environmental claims, losses arising from rights-of-way claims, failures to
obtain required consents or governmental permits, and income taxes with respect
to the assets previously acquired from Anadarko. See Note 6-Related-Party
Transactions in the Notes to Consolidated Financial Statements under Part I,
Item 1 of this Form 10-Q.
Our ability to make cash distributions to our unitholders may be adversely
impacted if Occidental becomes unable to perform under the terms of gathering,
processing, transportation, and disposal agreements; the contribution
agreements; or the Services Agreement.

ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING



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

Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:


                                                               Three Months Ended                               Six Months Ended

thousands                                            June 30, 2021           March 31, 2021           June 30, 2021           June 30, 2020
Net income (loss) attributable to WES              $      231,259

$ 185,791 $ 417,050 $ 16,510 Limited partner interests in WES Operating not held by WES (1)

                                         4,754                    3,811                   8,565                     390
General and administrative expenses (2)                     1,600                      886                   2,486                   2,588
Other income (expense), net                                    (2)                      (3)                     (5)                     (4)

Net income (loss) attributable to WES
Operating                                          $      237,611

$ 190,485 $ 428,096 $ 19,484

_________________________________________________________________________________________


(1)Represents the portion of net income (loss) allocated to the limited partner
interests in WES Operating not held by WES. A subsidiary of Occidental held a
2.0% limited partner interest in WES Operating for all periods presented.
(2)Represents general and administrative expenses incurred by WES separate from,
and in addition to, those incurred by WES Operating.

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Reconciliation of net cash provided by (used in) operating and financing
activities. The differences between net cash provided by (used in) operating and
financing activities for WES and WES Operating are reconciled as follows:
                                                                                Six Months Ended
                                                                                    June 30,
thousands                                                                   2021                2020
WES net cash provided by operating activities                           $  

713,661 $ 738,999



General and administrative expenses (1)                                      2,486               2,588
Non-cash equity-based compensation expense                                   7,169              (3,244)
Changes in working capital                                                  (9,336)              2,574
Other income (expense), net                                                     (5)                 (4)

WES Operating net cash provided by operating activities                 $  

713,975 $ 740,913



WES net cash provided by (used in) financing activities                 $ (746,606)         $ (424,222)
Distributions to WES unitholders (2)                                       264,234             422,679
Distributions to WES from WES Operating (3)                               (259,208)           (425,042)
Increase (decrease) in outstanding checks                                       (8)                 (4)

Unit repurchases                                                            16,241                   -

WES Operating net cash provided by (used in) financing activities $ (725,347) $ (426,589)

_________________________________________________________________________________________


(1)Represents general and administrative expenses incurred by WES separate from,
and in addition to, those incurred by WES Operating.
(2)Represents distributions to WES common unitholders paid under WES's
partnership agreement. See Note 4-Partnership Distributions and Note 5-Equity
and Partners' Capital in the Notes to Consolidated Financial Statements under
Part I, Item 1 of this Form 10-Q.
(3)Difference attributable to elimination in consolidation of WES Operating's
distributions on partnership interests owned by WES. See Note 4-Partnership
Distributions and Note 5-Equity and Partners' Capital in the Notes to
Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Noncontrolling interest. WES Operating's noncontrolling interest consists of the
25% third-party interest in Chipeta. See Note 1-Description of Business and
Basis of Presentation in the Notes to Consolidated Financial Statements under
Part I, Item 1 of this Form 10-Q.

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

                         CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with GAAP
requires management to make informed judgments and estimates that affect the
amounts of assets and liabilities as of the date of the financial statements and
the amounts of revenues and expenses recognized during the periods reported.
There have been no significant changes to our critical accounting estimates from
those disclosed in our annual report on Form 10-K for the fiscal year ended
December 31, 2020.


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