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New words:
applied, assumed, Campbell, chemical, Converse, criteria, decision, divestment, Full, intent, interim, Javelin, Johnson, lease, maker, member, mile, observable, power, principle, refinance, retrospectively, salvage, skim, steel, successor, Thunder
Removed:
accretion, alleging, allocate, area, attempt, avoid, breached, brought, built, claim, conducted, counterclaim, County, court, cyber, declaratory, defendant, derivatively, determination, District, diverted, ECO, failed, floor, Frac, fractionation, improper, initial, IX, joint, judgment, judicial, Kerr, lawsuit, lingering, longer, McGee, Mentone, MGR, mistakenly, Mountain, nominal, online, Onshore, operator, order, overpaid, owner, preceding, prescribed, pumping, Ranch, realized, recent, recovery, redemption, reimbursed, seeking, sequential, straddle, sue, suit, TEFR, Train, Uinta, ultimate, utilizing, venture, viii, Westex, winter, XI
Financial report summary
?Risks
- Because we are dependent on Occidental as our largest customer and the owner of our general partner, any development that materially and adversely affects Occidental’s operations, financial condition, or market reputation could have a material and adverse impact on us. Material adverse changes at Occidental could restrict our access to capital, make it more expensive to access the capital markets, or increase the costs of our borrowings.
- Occidental’s ownership of our general partner may result in conflicts of interest.
- Any future credit-rating downgrade could negatively impact our cost of and ability to access capital.
- Sustained low natural-gas, NGLs, or oil prices and volatility of such prices could adversely affect our business.
- Because of the natural decline in production from existing wells, our success depends on our ability to compete for new sources of oil and natural-gas throughput, which is dependent on certain factors beyond our control. Any decrease in the volumes that we gather, process, treat, and transport could affect our business and operating results adversely.
- Our profitability may be negatively impacted by inflation in the cost of labor, materials, and services.
- The amount of cash we have available for distribution to holders of our common units depends primarily on our cash flows rather than on our profitability, and we may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses to enable us to pay distributions at previously announced levels to holders of our common units, or at all, even during periods in which we record net income.
- Certain of our natural-gas processing agreements provide our producer customers with contractually specified NGL recoveries that, under expected operating conditions, may generate commodity price exposure and could, under certain circumstances, generate financial or physical-delivery obligations for us.
- We are exposed to the credit risk of third-party customers, and any material non-payment or non-performance by these parties, including with respect to our gathering, processing, transportation, and disposal agreements, could reduce our ability to make distributions to our unitholders.
- Implementation of Colorado Senate Bill 19-181 may increase costs and limit oil and natural-gas exploration and production operations in the state, which could have a material adverse effect on our customers in Colorado and significantly reduce demand for our services in the state.
- Changes in laws or regulations regarding hydraulic fracturing could result in increased costs, operating restrictions, or delays in the completion of oil and natural-gas wells, which could decrease the need for our gathering and processing services.
- Adoption of new or more stringent legal standards relating to induced seismic activity associated with produced-water disposal could affect our operations.
- Adverse developments in our geographic areas of operation could disproportionately impact our business, results of operations, financial condition, and ability to make cash distributions to our unitholders.
- Our indebtedness may limit our ability to capitalize on acquisitions and other business opportunities or our flexibility to obtain financing.
- We may not be able to obtain funding on acceptable terms or at all. This may hinder or prevent us from meeting our future capital needs.
- Our failure to maintain an adequate system of internal control over financial reporting could adversely affect our ability to accurately report our results.
- Our business could be negatively affected by security threats, including cyber-threats, and other disruptions.
- We typically do not obtain independent evaluations of hydrocarbon reserves connected to our systems. Therefore, in the future, throughput on our systems could be less than we anticipate.
- Our results of operations could be adversely affected by asset impairments.
- If third-party pipelines or other facilities interconnected to our gathering, transportation, treating, or processing systems become partially or fully unavailable, or if the volumes we gather or transport do not meet the quality requirements of such pipelines or facilities, our revenues and cash available for distribution could be adversely affected.
- A change in the jurisdictional characterization of some of our assets by federal, state, or local regulatory agencies or a change in policy by those agencies could result in increased regulation of our assets, which could cause our revenues to decline and operating expenses to increase.
- Adoption of new or more stringent climate-change or other air-emissions legislation or regulations restricting emissions of GHGs or other air pollutants could negatively impact us, our producer customers, or downstream customers by increasing operating costs and reducing volumetric throughput on our systems due to reduced demand for the gathering, processing, compressing, treating, and transporting services we provide.
- Some portions of our pipeline systems have been in service for several decades, and we have a limited ownership history with respect to certain of our assets. There also could be unknown events or conditions, or increased maintenance or repair expenses, and downtime associated with our pipelines that could have a material adverse effect on our business and results of operations.
- We are subject to stringent and comprehensive environmental laws and regulations that may expose us to significant costs and liabilities.
- Our construction of new assets is subject to regulatory, environmental, political, legal, and economic risks, which could adversely affect our results of operations and financial condition.
- We may fail to successfully combine our business with the assets and business of Meritage, which could have an adverse impact on our future results.
- We do not own all of the land on which our pipelines and facilities are located, which could result in disruptions to our operations.
- Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. If a significant accident or event occurs for which we are not fully insured, our operations and financial results could be adversely affected.
- Our general partner’s liability regarding our obligations is limited.
- Our partnership agreement limits our general partner’s fiduciary duties to holders of our common units and restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.
- The general partner interest in us may be transferred to a third party without unitholder consent.
- We may issue additional units without unitholder approval, which would dilute existing ownership interests.
- The market price of our common units could be affected adversely by sales of substantial amounts of our common units in the public or private markets, including sales by Occidental or other large holders.
- Unitholders may have liability to repay distributions that were wrongfully distributed to them.
- Unitholders’ liability may not be limited if a court finds that unitholder action constitutes control of our business.
- The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial, or administrative changes and differing interpretations, possibly on a retroactive basis.
- If the IRS were to contest the federal income tax positions we take, it may impact the market for our common units adversely, and the costs of any such contest would reduce the cash available for distribution to our unitholders.
- If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.
- Our unitholders are required to pay taxes on their share of our income even if they do not receive any cash distributions from us.
- Tax gain or loss on the disposition of our common units could be more or less than expected.
- Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them.
- Non-U.S. unitholders will be subject to U.S. taxes and withholding with respect to their income and gain from owning our units.
- We generally prorate our items of income, gain, loss, and deduction between transferors and transferees of our common units each month based on the ownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss, and deduction among our unitholders.
- We have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss, and deduction. The IRS may challenge these methodologies or the resulting allocations, which could affect the value of our common units adversely.
- Our unitholders are subject to state and local taxes and return-filing requirements in jurisdictions where they do not live as a result of investing in our common units.
Management Discussion
- (1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties. Total operating expenses includes amounts charged by related parties for services received. 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.
- For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2024, to the three months ended December 31, 2023, or to the three months ended March 31, 2023, as applicable.