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Western Midstream Partners, LP

Western Midstream Partners, LP is an American natural gas transmission company, incorporated in Delaware.1 It is headquartered in The Woodlands, Texas.1

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Last updated Oct 21, 2026.

Overview

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  • TickerWES on NYSE1
  • IndustryNatural Gas Transmission1
  • HeadquartersThe Woodlands, Texas1
  • Incorporated inDE2
  • Business address9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Tx 77380-70462
  • Filer categoryLarge accelerated filer2

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

41.7%Operating margin3
30.7%Net margin3
6.6%Revenue growth, 20253

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs59¢$2.3B
  • Interest10¢$390.5M
  • Income tax0¢$15.1M
  • Profit31¢$1.2B

Out of $3.8B in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid64¢$1.4B
  • Kept or used elsewhere36¢$791.6M

Out of $2.2B of cash from operations.3

Financial statements

Revenue45673$3.8B in 2025+40% since 2019
0$1.0B$2.0B$3.0B$4.0B2019: $2.7B$2.7B20192020: $2.5B$2.5B2020−7%2021: $2.7B$2.7B2021+6%2022: $3.3B$3.3B2022+21%2023: $3.1B$3.1B2023−4%2024: $3.6B$3.6B2024+16%2025: $3.8B$3.8B2025+7%
Operating income45673$1.6B in 2025+30% since 2019
0$500.0M$1.0B$1.5B$2.0B2019: $1.2B$1.2B20192020: $878.9M$878.9M2020−29%2021: $1.3B$1.3B2021+52%2022: $1.6B$1.6B2022+19%2023: $1.4B$1.4B2023−13%2024: $2.0B$2.0B2024+43%2025: $1.6B$1.6B2025−19%
Net income45673$1.2B in 2025+69% since 2019
0$500.0M$1.0B$1.5B$2.0B2019: $697.2M$697.2M20192020: $527.0M$527.0M2020−24%2021: $916.3M$916.3M2021+74%2022: $1.2B$1.2B2022+33%2023: $1.0B$1.0B2023−16%2024: $1.6B$1.6B2024+54%2025: $1.2B$1.2B2025−25%
Fiscal year2019202020212022202320242025
Revenue$2.7B4$2.5B5$2.7B6$3.3B7$3.1B3$3.6B3$3.8B3
Cost of revenue
Operating expenses$1.7B6$2.0B7$1.9B3$2.0B3$2.3B3
Operating income$1.2B4$878.9M5$1.3B6$1.6B7$1.4B3$2.0B3$1.6B3
Interest$303.3M4$380.1M5$376.5M6$333.9M7$348.2M3$378.5M3$390.5M3
Income before tax$934.2M6$1.3B7$1.1B3$1.6B3$1.2B3
Income tax$13.5M4$6.0M5-$9.8M6$4.2M7$4.4M3$18.1M3$15.1M3
Net income$697.2M4$527.0M5$916.3M6$1.2B7$1.0B3$1.6B3$1.2B3

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Corporate structure

Western Midstream Partners, LP sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Western Midstream Partners, LP

  • ALPS ADVISORS INC Filed SCHEDULE 13G/A on Western Midstream Partners, LP, latest Oct 7, 2026 (12 filings since Feb 3, 2022)
  • Occidental Petroleum Filed SCHEDULE 13D/A on Western Midstream Partners, LP, latest Feb 5, 2026 (6 filings since Dec 20, 2021)
  • Invesco Filed SC 13G on Western Midstream Partners, LP, latest Feb 9, 2024 (2 filings since Jan 31, 2022)
  • Western Midstream Partners, LP The Woodlands, Texas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Western Midstream Partners, LP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$17.6B3 Dec 31, 2025$15.5B3 Dec 31, 2024+13.8%
Accumulated depreciation$6.4B3 Dec 31, 2025$5.8B3 Dec 31, 2024+10.9%
Property and equipment, net$11.2B3 Dec 31, 2025$9.7B3 Dec 31, 2024+15.5%
Finance-lease assets$20.1M3 Dec 31, 2025$33.8M3 Dec 31, 2024−40.6%
Operating-lease assets (leased space)$187.9M3 Dec 31, 2025$219.5M3 Dec 31, 2024−14.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$819.5M3 Dec 31, 2025$1.1B3 Dec 31, 2024−24.8%
Stakes in other companies (equity method)$504.9M3 Dec 31, 2025$541.4M3 Dec 31, 2024−6.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$353.3M3 Dec 31, 2025$4.8M3 Dec 31, 2024+7285.7%
Intangible assets, net (excluding goodwill)$913.8M3 Dec 31, 2025$649.7M3 Dec 31, 2024+40.6%
Finite-lived intangibles, gross$1.3B3 Dec 31, 2025$976.6M3 Dec 31, 2024+30.6%
Accumulated amortization$361.7M3 Dec 31, 2025$326.9M3 Dec 31, 2024+10.7%

Leadership

Who has led Western Midstream Partners, LP, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Donald R. Sinclair2012–2016
  2. Michael Ure2019–2024
  3. Oscar B. Brown2024–now

Chair

  1. Benjamin Matthew Fink2019

President

  1. Donald R. Sinclair2012–2016
  2. Robin H. Fielder2018
  3. Michael Ure2019–2024
  4. Oscar B. Brown2024–now

Chief financial officer

  1. Benjamin Matthew Fink2012–2016
  2. Jaime R. Casas2017
  3. Michael C. Pearl2019–2020
  4. Kristen S. Shults2022–now

Chief operating officer

  1. Danny J. Rea2012
  2. Gennifer F. Kelly2018
  3. Daniel P. Holderman2022–now
201520202025
Board members and other officers (34)

Former names

  • Western Gas Equity Partners, LPNov 2, 2012 to Feb 20, 20192
  • WGR Holdings LLCMay 8, 2008 to Oct 18, 20122

Timeline

  1. Aug 5, 20268-K Results of operations58
  2. Jun 25, 20268-K Entered a material agreement; New debt or obligation; Other events59
  3. Jun 12, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure60
  4. May 6, 20268-K Results of operations; Regulation FD disclosure61
  5. Feb 18, 20268-K Results of operations62
  6. Jan 22, 20268-K Entered a material agreement; Regulation FD disclosure63
  7. Dec 4, 20258-K Entered a material agreement; New debt or obligation; Other events64
  8. Nov 4, 20258-K Results of operations65
  9. Oct 15, 20258-K Completed an acquisition or sale; Regulation FD disclosure; Other events66
  10. Aug 6, 20258-K Entered a material agreement; Results of operations; Regulation FD disclosure67
  11. May 7, 20258-K Results of operations68
  12. Apr 9, 20258-K Entered a material agreement; New debt or obligation69
  13. Oct 30, 2024New chief executive Oscar B. Brown becomes CEO15
  14. Aug 15, 2019New chief executive Michael Ure becomes CEO16
  15. Dec 6, 2012New chief executive Donald R. Sinclair becomes CEO17

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.87 a share, on Nov 4, 2025.70

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results58
  2. May 6, 2026Reported quarterly or annual results61
  3. Feb 18, 2026Reported quarterly or annual results62
  4. Nov 4, 2025Reported quarterly or annual results65
  5. Aug 6, 2025Reported quarterly or annual results67
  6. May 7, 2025Reported quarterly or annual results68
  7. Feb 26, 2025Reported quarterly or annual results71
  8. Nov 6, 2024Reported quarterly or annual results72

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

206 filings to the SEC since October 2021: 41 major events, 123 insider forms, 20 large holders, 22 other. The latest 20:

  1. Oct 7, 2026SCHEDULE 13G/A EDGAR
  2. Sep 25, 2026SD EDGAR
  3. Aug 12, 20264 EDGAR
  4. Aug 5, 2026EFFECT EDGAR
  5. Aug 5, 20268-K EDGAR
  6. Jul 28, 2026S-3 EDGAR
  7. Jul 9, 2026SCHEDULE 13G/A EDGAR
  8. Jun 25, 20268-K EDGAR
  9. Jun 22, 2026S-3ASR EDGAR
  10. Jun 12, 20268-K EDGAR
  11. May 6, 20268-K EDGAR
  12. Apr 8, 2026SCHEDULE 13G/A EDGAR
  13. Mar 12, 20264 EDGAR
  14. Feb 19, 20264/A EDGAR
  15. Feb 18, 20268-K EDGAR
  16. Feb 13, 20264 EDGAR
  17. Feb 13, 20264 EDGAR
  18. Feb 13, 20264 EDGAR
  19. Feb 13, 20264 EDGAR
  20. Feb 13, 20264 EDGAR

The 206 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

20 open-market trades by officers, directors and large owners since October 2021: 11 buys and 9 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 12, 2026Forthuber Frederick A.DirectorBuy5,140$48.62$249.9KForm 4
Mar 11, 2026PHILLIPS ROBERT GDirectorBuy1,250$40.19$50.2KForm 4
Feb 12, 2026Dial Christopher B.SVP, GC and SecretarySale5,879$42.35$249.0KForm 4
Aug 14, 2024OXY Oil Partners, Inc.10% ownerSale19,500,000$35.75$697.1MForm 4
Aug 14, 2024KERR MCGEE CORP /DE10% ownerSale19,500,000$35.75$697.1MForm 4
May 15, 2024Bourne Robert W.SVP & Chief Commercial OfficerBuy1,354$37.25$50.4KForm 4
Mar 6, 2024STEWART LISA ADirectorBuy2,500$34.87$87.2KForm 4
Mar 1, 2024Ure MichaelPresident & CEOBuy5,000$33.65$168.2KForm 4
Feb 28, 2024STEWART LISA ADirectorBuy2,500$33.38$83.5KForm 4
Feb 28, 2024Brown Oscar KPresident & CEOBuy3,500$33.35$116.7KForm 4
Feb 27, 2024SCHULTE DAVID JDirectorBuy800$34.24$27.4KForm 4
Feb 27, 2024Brown Oscar KPresident & CEOBuy3,500$34.14$119.5KForm 4
Feb 26, 2024Owen Kenneth F.DirectorBuy7,000$33.96$237.7KForm 4
Sep 12, 2023OCCIDENTAL PETROLEUM CORP /DE/10% ownerSale5,100,000$25.00$127.5MForm 4
Sep 12, 2023Kerr-McGee Worldwide Corp10% ownerSale5,100,000$25.00$127.5MForm 4
Jul 21, 2022OXY Oil Partners, Inc.10% ownerSale10,000,000$25.25$252.5MForm 4
Jul 21, 2022WGR Asset Holding Co LLC10% ownerSale10,000,000$25.25$252.5MForm 4
Jun 17, 2022Bourne Robert W.SVP & Chief Commercial OfficerBuy2,500$22.90$57.2KForm 4
Dec 13, 2021ANADARKO PETROLEUM CORP10% ownerSale2,500,000$20.09$50.2MForm 4
Dec 13, 2021Anadarko USH1 Corp10% ownerSale2,500,000$20.09$50.2MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Alps Advisors Inc36,629,600$1.6B7.5%−2,007,754
Invesco Ltd.24,122,314$1.1B0.1%+74,729
Morgan Stanley21,230,903$929.1M0.0%+16,680,538
Blackstone Inc.10,367,520$453.7M1.5%+1,612,098
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.8,637,568$378.0M0.5%−232,248
Goldman Sachs Group Inc8,527,559$373.2M0.0%−230,953
Tortoise Capital Advisors, L.l.c.6,506,154$284.7M2.9%−2,273,474
Neuberger Berman Group LLC6,190,369$270.9M0.2%−93,341
Kayne Anderson Capital Advisors LP3,928,197$171.9M3.4%+10,106
UBS Group AG3,567,482$156.1M0.0%−154,756
Clearbridge Investments, LLC2,711,343$118.6M0.1%+87,400
Westwood Holdings Group Inc2,183,188$95.5M0.7%+40,255
Bnp Paribas Financial Markets1,992,817$87.2M0.0%−114,273
Miller Howard Investments Inc /ny1,648,942$72.2M1.9%+63,967
Ing Groep Nv1,587,500$69.5M0.3%No change
Fractal Investments LLC1,524,646$66.7M7.7%−53,160
Bank Of America Corp /de/1,366,602$59.8M0.0%+238,318
Barclays PLC1,336,050$58.5M0.0%+274,140
Berkley W R Corp1,266,970$55.4M2.7%No change
CUSHING ASSET MANAGEMENT, LP dba NXG INVESTMENT MANAGEMENT1,259,900$55.1M2.5%−417,000
Infrastructure Capital Advisors, LLC1,217,182$53.3M4.2%−17,697
Recurrent Investment Advisors LLC1,133,291$49.6M3.1%−1,467
Eagle Global Advisors LLC1,041,420$45.6M1.5%−22,500
Stifel Financial Corp975,975$42.7M0.0%−7,969
Jpmorgan Chase & Co980,558$42.5M0.0%−509,936

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

13 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Jan 18, 2022Pete SessionsRepublican, HouseSale$1,001 - $15,000−16.0%Report
Oct 22, 2020Mark GreenRepublican, HouseSale$250,001 - $500,000−250.8%Report
Oct 5, 2020Mark GreenRepublican, HouseBuy$15,001 - $50,000+300.9%Report
Sep 16, 2020Mark GreenRepublican, HouseBuy$50,001 - $100,000+321.9%Report
Sep 11, 2020Mark GreenRepublican, HouseBuy$15,001 - $50,000+359.8%Report
Aug 14, 2020Mark GreenRepublican, HouseBuy$15,001 - $50,000+233.3%Report
Aug 4, 2020Mark GreenRepublican, HouseBuy$1,001 - $15,000+262.8%Report
Jul 16, 2020Mark GreenRepublican, HouseBuy$1,001 - $15,000+237.8%Report
Jul 8, 2020Mark GreenRepublican, HouseBuy$15,001 - $50,000+223.7%Report
Jul 7, 2020Mark GreenRepublican, HouseBuy$15,001 - $50,000+217.9%Report
Jul 2, 2020Mark GreenRepublican, HouseBuy$100,001 - $250,000+206.7%Report
Feb 20, 2020David A Perdue , Jr, SenatePartial sale$1,001 - $15,000−50.3%Report
Feb 20, 2020David A Perdue , Jr, SenatePartial sale$1,001 - $15,000−50.3%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Western Midstream Partners, LP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARWestern Midstream Partners, LP1
  • CIK0001423902
  • Employer ID (EIN)46-096736776
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company76
  • Incorporated inDelaware76
  • Fiscal year endsDecember 311
  • Industry code (SIC)4922 Natural Gas Transmission1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address9950 Woodloch Forest Drive, Suite 2800, The Woodlands, TX 77380-70461
  • Phone346-786-50001
  • Shares outstanding393,781,339 as of May 1, 202610
  • Public float$8.3B as of Jun 30, 202576
  • AuditorKPMG LLP, Houston, Texas PCAOB ID 185; it also attests to the company’s internal control over financial reporting76
  • On EDGAR sinceMay 8, 20081
  • Filings681 in all: 4 (305), 8-K (132), 3 (51), 10-Q (41), 10-K (14), SC 13D/A (13), 425 (12), UPLOAD (10)1
    All 42 form types

    CORRESP (9), 424B3 (8), SC 13G/A (8), SCHEDULE 13G/A (8), CT ORDER (6), EFFECT (5), 424B7 (4), S-8 (4), SC 13G (4), 10-Q/A (3), 4/A (3), 424B5 (3), 8-K/A (3), FWP (3), S-1/A (3), S-3 (3), S-3ASR (3), SD (3), S-4 (2), S-4/A (2), SC 13D (2), SCHEDULE 13D/A (2), 10-K/A (1), 144 (1), 3/A (1), 424B4 (1), 5 (1), 8-A12B (1), CERTNYS (1), DEF 14C (1), DRS (1), S-1 (1), S-1MEF (1), S-3/A (1)

  • Latest filingsAnnual report (10-K) Feb 18, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Latest 8-K (8-K) Aug 5, 2026

Securities registered for trading

ClassSymbolExchange
Common unitsWESNew York Stock Exchange

From the cover page of the 10-K filed Feb 18, 2026 (Section 12(b) of the Exchange Act).76

Risk factors and legal proceedings

The risks Western Midstream Partners, LP names in Item 1A of its 10-K filed Feb 18, 2026: 49 risks under these headings, as written.76

  • RISKS INHERENT IN OUR BUSINESS
  • We are dependent on Occidental for over 50% of revenues related to the natural gas, crude oil, NGLs, and produced water that we gather, transport, recycle, treat, supply, and/or dispose. A material reduction in Occidental’s production that is gathered, treated, processed, or transported by our assets would result in a material decline in our revenues and cash available for distribution.
  • 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.
  • 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.
The other 38 risks
  • Physical injection constraints and the adoption of new or more stringent legal standards relating to induced seismic activity could affect our produced-water disposal 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, transporting, supply, and produced-water disposal services we provide.
  • Federal and state legislative and regulatory initiatives relating to pipeline safety and integrity management that require the performance of ongoing assessments and implementation of preventive measures, the use of new or more-stringent safety controls or result in more-stringent enforcement of applicable legal requirements could subject us to increased capital costs, operational delays, and costs of operation.
  • 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 Aris, which could have an adverse impact on our future results.
  • We are subject to increased scrutiny from institutional investors with respect to our governance structure and the social cost of our industry, which may adversely impact our ability to raise capital from such investors.
  • We have partial ownership interests in several joint-venture legal entities that we do not operate or control. As a result, among other things, we may be unable to control the amount of cash we receive or retain from the operation of these entities, and we could be required to contribute significant cash to fund our share of joint-venture operations, which could affect our ability to distribute cash to our unitholders adversely.
  • 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.
  • RISKS INHERENT IN AN INVESTMENT IN US
  • 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.
  • Our taxation as a flow-through entity depends on our status as a partnership for U.S. federal income tax purposes, and our not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service (“IRS”) were to treat us as a corporation for federal income tax purposes or if we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our cash available for distribution to our unitholders could be reduced substantially.
  • 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.

Sources

The numbers on this page point here. Each one links to the record it came from.

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