What changed in this filing

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Item 1. Financial Statements

2022-11-02 compared with 2022-08-03 · 169 added, 102 removed, 882 unchanged (24% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands except per-unit amounts 2022 2021 2022 2021

41 unchanged sentences

_________________________________________________________________________________________

(1) Total revenues and other includes related-party amounts of $ 456.8 million and $ 885.5 million for the three and six months ended June 30, 2022, respectively, and $ 415.4 million and $ 793.7 million for the three and six months ended June 30, 2021, respectively.

(2) Total operating expenses includes related-party amounts of $( 11.2 ) million and $( 28.8 ) million for the three and six months ended June 30, 2022, respectively, and $ 29.0 million and $ 68.8 million for the three and six months ended June 30, 2021, respectively.

(1) Total revenues and other includes related-party amounts of $ 476.5 million and $ 1.4 billion for the three and nine months ended September 30, 2022, respectively, and $ 431.7 million and $ 1.2 billion for the three and nine months ended September 30, 2021, respectively.

(2) Total operating expenses includes related-party amounts of $( 4.5 ) million and $( 33.3 ) million for the three and nine months ended September 30, 2022, respectively, and $ 22.7 million and $ 91.5 million for the three and nine months ended September 30, 2021, respectively.

(3) See Note 5.

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

thousands except number of units June 30,

thousands except number of units September 30,

2022 December 31,

34 unchanged sentences

Equity and partners’ capital

Common units ( 400,248,341 and 402,993,919 units issued and outstanding at June 30, 2022, and December 31, 2021, respectively)

Common units ( 385,586,841 and 402,993,919 units issued and outstanding at September 30, 2022, and December 31, 2021, respectively)

2,868,665 2,966,955

General partner units ( 9,060,641 units issued and outstanding at June 30, 2022, and December 31, 2021)

General partner units ( 9,060,641 units issued and outstanding at September 30, 2022, and December 31, 2021)

( 1,112 ) ( 8,882 )

4 unchanged sentences

________________________________________________________________________________________

(1) Other assets includes $ 12.2 million and $ 9.8 million of NGLs line - fill inventory as of June 30, 2022, and December 31, 2021, respectively.

Other assets also includes $ 55.3 million and $ 56.2 million of materials and supplies inventory as of June 30, 2022, and December 31, 2021, respectively.

(2) Total assets includes related - party amounts of $ 1.5 billion and $ 1.4 billion as of June 30, 2022, and December 31, 2021, respectively, which includes related - party Accounts receivable, net of $ 322.7 million and $ 180.2 million as of June 30, 2022, and December 31, 2021, respectively.

(3) Total liabilities includes related - party amounts of $ 288.3 million and $ 270.5 million as of June 30, 2022, and December 31, 2021, respectively.

(1) Other assets includes $ 9.3 million and $ 9.8 million of NGLs line - fill inventory as of September 30, 2022, and December 31, 2021, respectively.

Other assets also includes $ 61.3 million and $ 56.2 million of materials and supplies inventory as of September 30, 2022, and December 31, 2021, respectively.

(2) Total assets includes related - party amounts of $ 1.5 billion and $ 1.4 billion as of September 30, 2022, and December 31, 2021, respectively, which includes related - party Accounts receivable, net of $ 327.3 million and $ 180.2 million as of September 30, 2022, and December 31, 2021, respectively.

(3) Total liabilities includes related - party amounts of $ 326.8 million and $ 270.5 million as of September 30, 2022, and December 31, 2021, respectively.

See accompanying Notes to Consolidated Financial Statements.

32 unchanged sentences

Balance at June 30, 2022 $ 3,164,328 $ ( 2,825 ) $ 143,500 $ 3,305,003

Net income (loss) 259,501 6,244 7,836 273,581

Distributions to Chipeta noncontrolling interest owner — — ( 1,838 ) ( 1,838 )

Distributions to noncontrolling interest owner of WES Operating — — ( 11,365 ) ( 11,365 )

Distributions to Partnership unitholders ( 193,213 ) ( 4,531 ) — ( 197,744 )

Unit repurchases (1)

( 367,858 ) — — ( 367,858 )

Contributions of equity - based compensation from Occidental

Equity - based compensation expense

6,383 — — 6,383

Net contributions from (distributions to) related parties 377 — — 377

Other ( 934 ) — — ( 934 )

Balance at September 30, 2022 $ 2,868,665 $ ( 1,112 ) $ 138,133 $ 3,005,686

_________________________________________________________________________________________

(1) See Note 5 .

See accompanying Notes to Consolidated Financial Statements.

WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

Partners’ Capital

28 unchanged sentences

Balance at June 30, 2021 $ 2,927,066 $ ( 13,923 ) $ 139,730 $ 3,052,873

Net income (loss) 250,198 5,527 7,913 263,638

Distributions to Chipeta noncontrolling interest owner — — ( 1,213 ) ( 1,213 )

Distributions to noncontrolling interest owner of WES Operating — — ( 4,642 ) ( 4,642 )

Distributions to Partnership unitholders ( 131,772 ) ( 2,890 ) — ( 134,662 )

Unit repurchases (1)

( 88,125 ) — — ( 88,125 )

Contributions of equity - based compensation from Occidental

2,311 — — 2,311

Equity - based compensation expense

4,668 — — 4,668

Net contributions from (distributions to) related parties 2,165 — — 2,165

Other ( 567 ) — — ( 567 )

Balance at September 30, 2021 $ 2,965,944 $ ( 11,286 ) $ 141,788 $ 3,096,446

_________________________________________________________________________________________

(1) See Note 5 .

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

thousands 2022 2021

21 unchanged sentences

( 341,505 ) ( 219,757 )

Acquisitions from third parties ( 41,018 ) —

Contributions to equity investments – related parties ( 8,899 ) ( 3,683 )

13 unchanged sentences

Unit repurchases (2)

( 447,075 ) ( 104,366 )

Other ( 10,981 ) ( 8,787 )

8 unchanged sentences

_________________________________________________________________________________________

(1) Includes purchases from related parties of $ 2.0 million for the six months ended June 30, 2021.

(2) See Note 6 .

(1) Includes purchases from related parties of $ 2.0 million for the nine months ended September 30, 2021.

(2) Includes related-party amounts.

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2022 2021 2022 2021

28 unchanged sentences

________________________________________________________________________________________

(2) Total operating expenses includes related-party amounts of $( 10.5 ) million and $( 27.2 ) million for the three and six months ended June 30, 2022, respectively, and $ 29.6 million and $ 69.9 million for the three and six months ended June 30, 2021, respectively.

(2) Total operating expenses includes related-party amounts of $( 3.7 ) million and $( 30.9 ) million for the three and nine months ended September 30, 2022, respectively, and $ 23.7 million and $ 93.6 million for the three and nine months ended September 30, 2021, respectively.

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

thousands except number of units June 30,

thousands except number of units September 30,

2022 December 31,

34 unchanged sentences

Equity and partners’ capital

Common units ( 318,675,578 units issued and outstanding at June 30, 2022, and December 31, 2021)

Common units ( 318,675,578 units issued and outstanding at September 30, 2022, and December 31, 2021)

2,977,241 3,063,289

4 unchanged sentences

_________________________________________________________________________________________

(1) Other assets includes $ 12.2 million and $ 9.8 million of NGLs line - fill inventory as of June 30, 2022, and December 31, 2021, respectively.

Other assets also includes $ 55.3 million and $ 56.2 million of materials and supplies inventory as of June 30, 2022, and December 31, 2021, respectively.

(3) Total liabilities includes related - party amounts of $ 314.2 million and $ 318.7 million as of June 30, 2022, and December 31, 2021, respectively.

(1) Other assets includes $ 9.3 million and $ 9.8 million of NGLs line - fill inventory as of September 30, 2022, and December 31, 2021, respectively.

Other assets also includes $ 61.3 million and $ 56.2 million of materials and supplies inventory as of September 30, 2022, and December 31, 2021, respectively.

(3) Total liabilities includes related - party amounts of $ 361.2 million and $ 318.7 million as of September 30, 2022, and December 31, 2021, respectively.

See accompanying Notes to Consolidated Financial Statements.

22 unchanged sentences

Balance at June 30, 2022 $ 3,267,086 $ 31,418 $ 3,298,504

Net income (loss) 271,568 2,404 273,972

Distributions to Chipeta noncontrolling interest owner — ( 1,838 ) ( 1,838 )

Distributions to WES Operating unitholders ( 568,107 ) — ( 568,107 )

Contributions of equity - based compensation from Occidental

Contributions of equity - based compensation from WES

6,236 — 6,236

Net contributions from (distributions to) related parties 377 — 377

Balance at September 30, 2022 $ 2,977,241 $ 31,984 $ 3,009,225

See accompanying Notes to Consolidated Financial Statements.

WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

thousands Common

20 unchanged sentences

Balance at June 30, 2021 $ 3,020,327 $ 31,928 $ 3,052,255

Net income (loss) 260,658 2,699 263,357

Distributions to Chipeta noncontrolling interest owner — ( 1,213 ) ( 1,213 )

Distributions to WES Operating unitholders ( 232,055 ) — ( 232,055 )

Contributions of equity - based compensation from Occidental

2,311 — 2,311

Contributions of equity - based compensation from WES

4,539 — 4,539

Net contributions from (distributions to) related parties 2,165 — 2,165

Balance at September 30, 2021 $ 3,057,945 $ 33,414 $ 3,091,359

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

thousands 2022 2021

21 unchanged sentences

( 341,505 ) ( 219,757 )

Acquisitions from third parties ( 41,018 ) —

Contributions to equity investments – related parties ( 8,899 ) ( 3,683 )

21 unchanged sentences

________________________________________________________________________________________

(1) Includes purchases from related parties of $ 2.0 million for the six months ended June 30, 2021.

(2) See Note 6 .

(1) Includes purchases from related parties of $ 2.0 million for the nine months ended September 30, 2021.

(2) Includes related-party amounts.

See accompanying Notes to Consolidated Financial Statements.

16 unchanged sentences

In its capacity as a natural - gas processor, the Partnership also buys and sells natural gas, NGLs, and condensate on behalf of itself and as an agent for its customers under certain contracts.

As of June 30, 2022, the Partnership’s assets and investments consisted of the following:

As of September 30, 2022, the Partnership’s assets and investments consisted of the following:

Operated Operated

16 unchanged sentences

All significant intercompany transactions have been eliminated.

The following table outlines the ownership interests and the accounting method of consolidation used in the consolidated financial statements for entities not wholly owned:

The following table outlines the ownership interests and the accounting method of consolidation used in the consolidated financial statements for entities not wholly owned (see Note 3 and Note 7) :

Percentage Interest

5 unchanged sentences

Mi Vida JV LLC (“Mi Vida”) 50.00 %

Ranch Westex JV LLC (“Ranch Westex”) 50.00 %

Front Range Pipeline LLC (“FRP”) 33.33 %

25 unchanged sentences

Presentation of the Partnership’s assets.

The Partnership’s assets include assets owned and ownership interests accounted for by the Partnership under the equity method of accounting, through its 98.0 % partnership interest in WES Operating, as of June 30, 2022 (see Note 7 ).

The Partnership also owns and controls the entire non - economic general partner interest in WES Operating GP, and the Partnership’s general partner is owned by Occidental.

12 unchanged sentences

Equity-based compensation.

During the six months ended June 30, 2022, the Partnership issued 568,984 common units under its long-term incentive plans.

Compensation expense was $ 6.8 million and $ 12.6 million for the three and six months ended June 30, 2022, respectively, and $ 4.7 million and $ 8.3 million for the three and six months ended June 30, 2021, respectively.

During the nine months ended September 30, 2022, the Partnership issued 575,279 common units under its long-term incentive plans.

Compensation expense was $ 6.4 million and $ 19.0 million for the three and nine months ended September 30, 2022, respectively, and $ 4.7 million and $ 12.9 million for the three and nine months ended September 30, 2021, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2022 2021 2022 2021

13 unchanged sentences

Contract balances.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 705.3 million and $ 424.6 million as of June 30, 2022, and December 31, 2021, respectively.

Contract assets primarily relate to (i) revenue accrued but not yet billed under cost - of - service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 646.5 million and $ 424.6 million as of September 30, 2022, and December 31, 2021, respectively.

Contract assets primarily relate to (i) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed and (ii) revenue accrued but not yet billed under cost - of - service contracts with fixed and variable fees.

The following table summarizes activity related to contract assets from contracts with customers:

2 unchanged sentences

Additional estimated revenues recognized (2)

Contract assets balance at June 30, 2022

Contract assets at June 30, 2022

Contract assets balance at September 30, 2022

Contract assets at September 30, 2022

Other current assets $ 22,813

2 unchanged sentences

_________________________________________________________________________________________

(1) Includes $( 0.1 ) million for the three months ended June 30, 2022.

(2) Includes $ 5.9 million for the three months ended June 30, 2022.

(1) Includes $( 1.5 ) million for the three months ended September 30, 2022.

(2) Includes $ 8.1 million for the three months ended September 30, 2022.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

6 unchanged sentences

Revenues recognized that were included in the contract liability balance at the beginning of the period (2)

Contract liabilities balance at June 30, 2022

Contract liabilities at June 30, 2022

Contract liabilities balance at September 30, 2022

Contract liabilities at September 30, 2022

Accrued liabilities $ 19,223

2 unchanged sentences

_________________________________________________________________________________________

(1) Includes $ 19.8 million for the three months ended June 30, 2022.

(2) Includes $( 2.7 ) million for the three months ended June 30, 2022.

(1) Includes $ 28.2 million for the three months ended September 30, 2022.

(2) Includes $( 2.5 ) million for the three months ended September 30, 2022.

Transaction price allocated to remaining performance obligations.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2022, are presented in the following table.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2022, are presented in the following table.

The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations.

5 unchanged sentences

Total $ 6,254,607

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

Ranch Westex.

In September 2022, the Partnership acquired the remaining 50 % interest in Ranch Westex JV LLC (“Ranch Westex”) from a third party for $ 41.0 million.

Subsequent to the acquisition, the Partnership is the sole owner and operator of the asset and Ranch Westex will be included as part of the operations of the West Texas complex.

In November 2022, the Partnership sold its 15.00 % interest in Cactus II to two third parties for $ 264.8 million, which includes a $ 1.8 million pro-rata distribution through closing.

Total proceeds are expected to be received during the fourth quarter of 2022.

Bison facility.

19 unchanged sentences

June 30 0.50000 197,744 August 12, 2022 August 1, 2022

September 30 0.50000 197,065 November 14, 2022 October 31, 2022

Available cash.

16 unchanged sentences

June 30 213,513 August 2022

In addition to the distributions above, during the three months ended June 30, 2022, WES Operating made distributions of $ 86.7 million to the Partnership and WGRAH.

September 30 213,513 November 2022

In addition to the distributions above, during the nine months ended September 30, 2022 and 2021, WES Operating made distributions of $ 441.3 million and $ 91.8 million, respectively, to the Partnership and WGRAH.

The Partnership used its portion of the distribution to repurchase common units.

3 unchanged sentences

Holdings of Partnership equity.

The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 2022, Occidental held 200,281,578 common units, representing a 48.9 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.2 % general partner interest in the Partnership.

The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of September 30, 2022, Occidental held 190,281,578 common units, representing a 48.2 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.3 % general partner interest in the Partnership.

The public held 195,305,263 common units, representing a 49.5 % limited partner interest in the Partnership.

4 unchanged sentences

The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

During the six months ended June 30, 2022, the Partnership repurchased 3,314,562 common units on the open market for an aggregate purchase price of $ 79.2 million.

From July 1, 2022, through July 29, 2022, the Partnership repurchased 13,800,805 common units, which includes 10,000,000 common units repurchased from Occidental, for an aggregate purchase price of $ 346.1 million.

During the nine months ended September 30, 2022, the Partnership repurchased 17,982,357 common units, which includes 10,000,000 common units repurchased from Occidental, for an aggregate purchase price of $ 447.1 million.

The units were canceled immediately upon receipt.

As of July 29, 2022, Occidental held 190,281,578 common units and the public held 196,168,502 common units, representing a 48.1 % and 49.6 % limited partner interest in the Partnership, respectively.

General partner units remained at 9,060,641 , representing a 2.3 % general partner interest in the Partnership.

Inclusive of the unit repurchases through July 29, 2022, the Partnership had an authorized amount of $ 574.6 million remaining under the $1.0 billion Purchase Program.

As of September 30, 2022, the Partnership had an authorized amount of $ 552.9 million remaining under the program.

In November 2022, the Board authorized an increase in the $ 1.0 billion Purchase Program to $ 1.25 billion.

In November 2020, the Board authorized the Partnership to buy back up to $ 250.0 million of the Partnership’s common units through December 31, 2021 (the “$250.0 million Purchase Program”).

The common units were purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

During the six months ended June 30, 2021, the Partnership repurchased 1,115,808 common units on the open market for an aggregate purchase price of $ 16.2 million.

During the nine months ended September 30, 2021, the Partnership repurchased 5,586,419 common units on the open market for an aggregate purchase price of $ 104.4 million.

The units were canceled by the Partnership immediately upon receipt.

1 unchanged sentence

Holdings of WES Operating equity.

As of June 30, 2022, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.0 % limited partner interest and the entire non - economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 2.0 % limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1 ).

As of September 30, 2022, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.0 % limited partner interest and the entire non - economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 2.0 % limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1 ).

Partnership’s net income (loss) per common unit.

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands except per-unit amounts 2022 2021 2022 2021

16 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2022 2021 2022 2021

16 unchanged sentences

(2) Includes related-party natural - gas and NGLs imbalances.

(3) Includes (i) amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Note 6 ) and (ii) equity - based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

(3) Includes equity - based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

Balances for the three and nine months ended September 30, 2021, also include amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Note 6 ).

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

2 unchanged sentences

Consolidated balance sheets

thousands June 30,

thousands September 30,

2022 December 31,

12 unchanged sentences

Consolidated statements of cash flows

Six Months Ended

Nine Months Ended

September 30,

thousands 2022 2021

9 unchanged sentences

Net contributions from (distributions to) related parties 1,161 6,673

Unit repurchases from Occidental (3)

( 252,500 ) —

_________________________________________________________________________________________

(1) Represents distributions paid to Occidental pursuant to the partnership agreement of the Partnership (see Note 4 and Note 5 ).

(2) Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement (see Note 4 and Note 5 ).

(3) Represents common units repurchased from Occidental (see Note 5 ).

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2022 2021 2022 2021

2 unchanged sentences

_________________________________________________________________________________________

(1) Includes (i) amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Note 6 ), (ii) equity - based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ), and (iii) an intercompany service fee between the Partnership and WES Operating.

(1) Includes (i) an intercompany service fee between the Partnership and WES Operating and (ii) equity - based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

Balances for the three and nine months ended September 30, 2021, also include amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Note 6 ).

Consolidated balance sheets

thousands June 30,

thousands September 30,

2022 December 31,

7 unchanged sentences

Consolidated statements of cash flows

Six Months Ended

Nine Months Ended

September 30,

thousands 2022 2021

3 unchanged sentences

(1) Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement.

Includes distributions made from WES Operating to the Partnership that were used by the Partnership to repurchase common units.

See Note 4 and Note 5 .

4 unchanged sentences

While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental - produced volumes, but also, in some instances, the volumes of other working - interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market.

Natural - gas throughput (excluding equity - investment throughput) attributable to production owned or controlled by Occidental was 35 % and 36 % for the three and six months ended June 30, 2022, respectively, and 36 % and 35 % for the three and six months ended June 30, 2021, respectively.

Crude - oil and NGLs throughput (excluding equity - investment throughput) attributable to production owned or controlled by Occidental was 88 % and 89 % for the three and six months ended June 30, 2022, respectively, and 90 % and 89 % for the three and six months ended June 30, 2021, respectively.

Produced - water throughput attributable to production owned or controlled by Occidental was 81 % and 82 % for the three and six months ended June 30, 2022, respectively, and 86 % for the three and six months ended June 30, 2021.

Natural - gas throughput (excluding equity - investment throughput) attributable to production owned or controlled by Occidental was 35 % and 36 % for the three and nine months ended September 30, 2022, respectively, and 38 % and 36 % for the three and nine months ended September 30, 2021, respectively.

Crude - oil and NGLs throughput (excluding equity - investment throughput) attributable to production owned or controlled by Occidental was 88 % for the three and nine months ended September 30, 2022, and 88 % and 89 % for the three and nine months ended September 30, 2021, respectively.

Produced - water throughput attributable to production owned or controlled by Occidental was 75 % and 80 % for the three and nine months ended September 30, 2022, respectively, and 89 % and 87 % for the three and nine months ended September 30, 2021, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

1 unchanged sentence

RELATED-PARTY TRANSACTIONS

The Partnership is currently involved in a dispute with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to the Partnership’s DJ Basin oil - gathering system.

If such dispute is resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non - cash charge to earnings.

The Partnership is currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to the Partnership’s DJ Basin oil - gathering system.

If such discussions are resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non - cash charge to earnings.

In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to the Partnership’s Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation (“Sanchez”), now Mesquite Energy, Inc.

4 unchanged sentences

Further, in connection with the sale of its Uinta Basin assets in 2020, Kerr McGee Oil & Gas Onshore LP, a subsidiary of Occidental, retained the deficiency payment obligations under a gas processing agreement at the Chipeta plant.

This contingent payment obligation extends through the earlier of October 1, 2022, or the termination of the processing agreement.

This contingent payment obligation ended as of September 30, 2022.

Marketing Transition Services Agreement.

Effective December 31, 2019, certain subsidiaries of Anadarko entered into a transition services agreement (the “Marketing Transition Services Agreement”) to provide marketing - related services to certain of the Partnership’s subsidiaries through December 31, 2020, subject to the option to extend such services for an additional six - month period.

The Marketing Transition Services Agreement was terminated on December 31, 2020.

During the year ended December 31, 2020, Occidental provided marketing-related services to certain of the Partnership’s subsidiaries (the “Marketing Transition Services Agreement”).

While the Partnership still has some marketing agreements with affiliates of Occidental, the Partnership began marketing and selling substantially all of its natural gas and NGLs directly to third parties beginning on January 1, 2021.

4 unchanged sentences

The agreement and underlying contracts included (i) fixed consideration, which was measured as the minimum - volume commitment for both gathering and treating, and (ii) variable consideration, which consisted of all volumes above the minimum - volume commitment.

In April 2021, the Partnership exercised its option to terminate the operating and maintenance agreement with Occidental effective December 31, 2021.

For the three and six months ended June 30, 2021, the Partnership recognized fixed-lease revenue of $ 44.0 million and $ 87.9 million, respectively, and variable-lease revenue of $ 2.4 million and $ 1.3 million, respectively, related to these agreements, with such amounts included in Service revenues – fee based in the consolidated statements of operations.

For the three and nine months ended September 30, 2021, the Partnership recognized fixed-lease revenue of $ 43.9 million and $ 131.9 million, respectively, and variable-lease revenue of $ 0.6 million and $ 1.9 million, respectively, related to these agreements, with such amounts included in Service revenues – fee based in the consolidated statements of operations.

Related-party expenses.

12 unchanged sentences

General and administrative expense includes non - cash equity - based compensation expense allocated to the Partnership by Occidental for awards granted to the executive officers of the general partner and to other employees prior to their employment with the Partnership under (i) the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as amended and restated, (ii) Occidental’s 2015 Long - Term Incentive Plan, and (iii) Occidental’s Phantom Share Unit Award Plan (collectively referred to as the “Incentive Plans”).

General and administrative expense includes costs related to the Incentive Plans of $ 0.2 million and $ 2.2 million for the three and six months ended June 30, 2022, respectively, and $ 2.4 million and $ 5.6 million for the three and six months ended June 30, 2021, respectively.

General and administrative expense includes costs related to the Incentive Plans of $ 0.1 million and $ 2.3 million for the three and nine months ended September 30, 2022, respectively, and $ 2.3 million and $ 7.9 million for the three and nine months ended September 30, 2021, respectively.

These amounts are reflected as contributions to partners’ capital in the consolidated statements of equity and partners’ capital.

12 unchanged sentences

EQUITY INVESTMENTS

The following table presents the financial statement impact of the Partnership’s equity investments for the six months ended June 30, 2022:

The following table presents the financial statement impact of the Partnership’s equity investments for the nine months ended September 30, 2022:

thousands Balance at December 31, 2021 Equity

income, net Contributions Distributions Distributions

Balance at June 30, 2022

Acquisitions and Divestitures Balance at September 30, 2022

White Cliffs $ 40,753 $ 539 $ — $ ( 103 ) $ ( 2,760 ) $ — $ 38,429

14 unchanged sentences

(1) Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual - investment basis.

During the six months ended June 30, 2021, the Partnership recognized an impairment loss on its investment in Ranch Westex of $ 11.6 million that resulted from a decline in value below the carrying value, which was determined to be other than temporary in nature.

In September 2022, the Partnership acquired the remaining 50 % interest in Ranch Westex from a third party.

Subsequent to the acquisition, the Partnership is the sole owner and operator of the asset and Ranch Westex is no longer accounted for under the equity method of accounting.

During the nine months ended September 30, 2021, the Partnership recognized an impairment loss on its investment in Ranch Westex of $ 11.8 million that resulted from a decline in value below the carrying value, which was determined to be other than temporary in nature.

This investment was impaired to its estimated fair value of $ 2.9 million, using the income approach and Level-3 fair value inputs, due to a reduction in estimated future cash flows resulting from lower forecasted producer throughput.

3 unchanged sentences

A summary of the historical cost of property, plant, and equipment is as follows:

thousands Estimated Useful Life June 30,

thousands Estimated Useful Life September 30,

2022 December 31,

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Long-lived asset and other impairments.

During the six months ended June 30, 2021, the Partnership recognized impairments of $ 27.6 million, primarily attributable to (i) $ 14.0 million of impairments at the DJ Basin complex due to cancellation of projects and (ii) an $ 11.6 million other-than-temporary impairment of the Partnership’s investment in Ranch Westex (see Note 7 ).

During the nine months ended September 30, 2021, the Partnership recognized impairments of $ 29.2 million, primarily attributable to (i) $ 14.1 million of impairments at the DJ Basin complex due to cancellation of projects and (ii) an $ 11.8 million other-than-temporary impairment of the Partnership’s investment in Ranch Westex (see Note 7 ).

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

3 unchanged sentences

The Partnership WES Operating

thousands June 30,

2022 December 31,

2021 June 30,

2022 December 31,

thousands September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021

Trade receivables, net $ 644,516 $ 431,649 $ 644,516 $ 431,649

3 unchanged sentences

The Partnership WES Operating

thousands June 30,

2022 December 31,

2021 June 30,

2022 December 31,

thousands September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021

NGLs inventory $ 2,652 $ 3,370 $ 2,652 $ 3,370

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The Partnership WES Operating

thousands June 30,

2022 December 31,

2021 June 30,

2022 December 31,

thousands September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021

Accrued interest expense $ 60,960 $ 131,177 $ 60,960 $ 131,177

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The following table presents the outstanding debt:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

thousands Principal Carrying

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Debt activity.

The following table presents the debt activity for the six months ended June 30, 2022:

The following table presents the debt activity for the nine months ended September 30, 2022:

thousands Carrying Value

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Finance lease liabilities ( 2,992 )

Balance at June 30, 2022 $ 6,658,736

Balance at September 30, 2022 $ 7,029,391

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 (collectively referred to as the “Fixed - Rate Senior Notes”) and the Floating - Rate Senior Notes due 2023 (the “Floating - Rate Senior Notes”).

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 3.790 %, 4.671 %, and 5.869 %, respectively, at June 30, 2022, and were 4.542 %, 5.424 %, and 6.629 %, respectively, at June 30, 2021.

The interest rate on the Floating - Rate Senior Notes was 2.12 % and 2.29 % at June 30, 2022 and 2021, respectively.

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 3.790 %, 4.671 %, and 5.869 %, respectively, at September 30, 2022, and were 4.542 %, 5.424 %, and 6.629 %, respectively, at September 30, 2021.

The interest rate on the Floating - Rate Senior Notes was 3.56 % and 2.23 % at September 30, 2022 and 2021, respectively.

The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.

During the second quarter of 2022, WES Operating (i) redeemed the total principal amount outstanding of the 4.000 % Senior Notes due 2022 at par value and (ii) purchased and retired $ 1.4 million of the 3.100 % Senior Notes due 2025 via open-market repurchases.

During the third quarter of 2021, WES Operating purchased and retired $ 500.0 million of certain of its senior notes via a tender offer.

For the three months ended September 30, 2021, losses of $ 24.7 million were recognized for the early retirement of these notes.

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, 2022, the Floating-Rate Senior Notes were classified as long-term debt on the consolidated balance sheet as WES Operating has the ability and intent to refinance these obligations using long-term debt.

At June 30, 2022, WES Operating was in compliance with all covenants under the relevant governing indentures.

As of September 30, 2022, the Floating-Rate Senior Notes were classified as long-term debt on the consolidated balance sheet as WES Operating has the ability and intent to refinance these obligations using long-term debt.

As of September 30, 2022, WES Operating was in compliance with all covenants under the relevant governing indentures.

Revolving credit facility.

1 unchanged sentence

The non - extending lender’s commitments mature in February 2025 and represent $ 400.0 million out of $ 2.0 billion of total commitments from all lenders.

As of June 30, 2022, there were $ 255.0 million of outstanding borrowings and $ 5.2 million of outstanding letters of credit, resulting in $ 1.7 billion of available borrowing capacity under the RCF.

As of June 30, 2022 and 2021, the interest rate on any outstanding RCF borrowings was 3.12 % and 1.60 %, respectively.

The facility - fee rate was 0.25 % at June 30, 2022 and 2021.

At June 30, 2022, WES Operating was in compliance with all covenants under the RCF.

As of September 30, 2022, there were $ 625.0 million of outstanding borrowings and $ 5.1 million of outstanding letters of credit, resulting in $ 1.4 billion of available borrowing capacity under the RCF.

As of September 30, 2022 and 2021, the interest rate on any outstanding RCF borrowings was 4.65 % and 1.58 %, respectively.

The facility - fee rate was 0.25 % at September 30, 2022 and 2021.

As of September 30, 2022, WES Operating was in compliance with all covenants under the RCF.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2022 2021 2022 2021

8 unchanged sentences

The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters.

As of June 30, 2022 and December 31, 2021, the consolidated balance sheets included $ 9.0 million and $ 10.1 million, respectively, of liabilities for remediation and reclamation obligations.

As of September 30, 2022, and December 31, 2021, the consolidated balance sheets included $ 8.3 million and $ 10.1 million, respectively, of liabilities for remediation and reclamation obligations.

The current portion of these amounts is included in Accrued liabilities, and the long-term portion of these amounts is included in Other liabilities.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements