What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-08 · 133 added, 78 removed, 854 unchanged (20% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands except per-unit amounts

2024 2023 2024 2023

Revenues and other

13 unchanged sentences

Long - lived asset and other impairments (2)

1,530 234 1,553 52,635

Total operating expenses (3)

24 unchanged sentences

_________________________________________________________________________________________

(1) Total revenues and other includes related-party amounts of $ 499.8 million and $ 448.8 million for the three months ended March 31, 2024 and 2023, respectively.

(1) Total revenues and other includes related-party amounts of $ 534.1 million and $ 1,033.9 million for the three and six months ended June 30, 2024, respectively, and $ 441.6 million and $ 890.4 million for the three and six months ended June 30, 2023, respectively.

(2) See Note 8 .

(3) Total operating expenses includes related-party amounts of $( 26.0 ) million and $( 3.1 ) million for the three months ended March 31, 2024 and 2023, respectively, all primarily related to changes in imbalance positions.

(3) Total operating expenses includes related-party amounts of $ 0.3 million and $( 25.7 ) million for the three and six months ended June 30, 2024, respectively, and $( 14.1 ) million and $( 17.2 ) million for the three and six months ended June 30, 2023, respectively, all primarily related to changes in imbalance positions.

(4) See Note 5.

See accompanying Notes to Consolidated Financial Statements.

WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

thousands except number of units March 31,

thousands except number of units June 30,

2024 December 31,

34 unchanged sentences

Equity and partners’ capital

Common units ( 380,490,138 and 379,519,983 units issued and outstanding at March 31, 2024, and December 31, 2023, respectively)

Common units ( 380,491,374 and 379,519,983 units issued and outstanding at June 30, 2024, and December 31, 2023, respectively)

3,271,033 2,894,231

General partner units ( 9,060,641 units issued and outstanding at March 31, 2024, and December 31, 2023)

General partner units ( 9,060,641 units issued and outstanding at June 30, 2024, and December 31, 2023)

Total partners’ capital 3,283,225 2,897,424

3 unchanged sentences

________________________________________________________________________________________

(1) Other assets includes $ 5.5 million and $ 5.7 million of NGLs line - fill inventory as of March 31, 2024, and December 31, 2023, respectively.

Other assets also includes $ 107.1 million and $ 96.3 million of materials and supplies inventory as of March 31, 2024, and December 31, 2023, respectively.

(2) Total assets includes related - party amounts of $ 982.6 million and $ 1.3 billion as of March 31, 2024, and December 31, 2023, respectively, which includes related - party Accounts receivable, net of $ 389.7 million and $ 358.1 million as of March 31, 2024, and December 31, 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 406.4 million and $ 378.8 million as of March 31, 2024, and December 31, 2023, respectively.

(1) Other assets includes $ 5.2 million and $ 5.7 million of NGLs line - fill inventory as of June 30, 2024, and December 31, 2023, respectively.

Other assets also includes $ 120.6 million and $ 96.3 million of materials and supplies inventory as of June 30, 2024, and December 31, 2023, respectively.

(2) Total assets includes related - party amounts of $ 954.4 million and $ 1.3 billion as of June 30, 2024, and December 31, 2023, respectively, which includes related - party Accounts receivable, net of $ 369.1 million and $ 358.1 million as of June 30, 2024, and December 31, 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 490.5 million and $ 378.8 million as of June 30, 2024, and December 31, 2023, respectively.

See accompanying Notes to Consolidated Financial Statements.

15 unchanged sentences

Balance at March 31, 2024 $ 3,225,562 $ 11,313 $ 139,416 $ 3,376,291

Net income (loss) 369,841 8,807 8,916 387,564

Distributions to Chipeta noncontrolling interest owner — — ( 593 ) ( 593 )

Distributions to noncontrolling interest owner of WES Operating — — ( 6,955 ) ( 6,955 )

Distributions to Partnership unitholders ( 332,930 ) ( 7,928 ) — ( 340,858 )

Equity - based compensation expense

10,391 — — 10,391

Other ( 1,831 ) — — ( 1,831 )

Balance at June 30, 2024 $ 3,271,033 $ 12,192 $ 140,784 $ 3,424,009

Partners’ Capital

14 unchanged sentences

Balance at March 31, 2023 $ 2,964,712 $ 2,261 $ 134,591 $ 3,101,564

Net income (loss) 247,100 5,821 6,595 259,516

Distributions to Chipeta noncontrolling interest owner — — ( 1,230 ) ( 1,230 )

Distributions to noncontrolling interest owner of WES Operating — — ( 6,860 ) ( 6,860 )

Distributions to Partnership unitholders ( 329,227 ) ( 7,760 ) — ( 336,987 )

Unit repurchases (1)

( 41 ) — — ( 41 )

Equity - based compensation expense

7,665 — — 7,665

Other ( 1,464 ) — — ( 1,464 )

Balance at June 30, 2023 $ 2,888,745 $ 322 $ 133,096 $ 3,022,163

_________________________________________________________________________________________

(1) See Note 5 .

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

thousands 2024 2023

5 unchanged sentences

Non - cash equity - based compensation expense

19,814 14,864

Deferred income taxes 259 855

46 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2024 2023 2024 2023

14 unchanged sentences

Long - lived asset and other impairments (2)

1,530 234 1,553 52,635

Total operating expenses (3)

11 unchanged sentences

________________________________________________________________________________________

(1) Total revenues and other includes related-party amounts of $ 499.8 million and $ 448.8 million for the three months ended March 31, 2024 and 2023, respectively.

(2) See Note 8 .

(3) Total operating expenses includes related-party amounts of $( 24.7 ) million and $( 1.9 ) million for the three months ended March 31, 2024 and 2023, respectively, all primarily related to changes in imbalance positions.

(3) Total operating expenses includes related-party amounts of $ 1.1 million and $( 23.6 ) million for the three and six months ended June 30, 2024, respectively, and $( 13.4 ) million and $( 15.3 ) million for the three and six months ended June 30, 2023, respectively, all primarily related to changes in imbalance positions.

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

thousands except number of units March 31,

thousands except number of units June 30,

2024 December 31,

34 unchanged sentences

Equity and partners’ capital

Common units ( 318,675,578 units issued and outstanding at March 31, 2024, and December 31, 2023)

Common units ( 318,675,578 units issued and outstanding at June 30, 2024, and December 31, 2023)

3,441,525 3,027,031

4 unchanged sentences

_________________________________________________________________________________________

(1) Other assets includes $ 5.5 million and $ 5.7 million of NGLs line - fill inventory as of March 31, 2024, and December 31, 2023, respectively.

Other assets also includes $ 107.1 million and $ 96.3 million of materials and supplies inventory as of March 31, 2024, and December 31, 2023, respectively.

(2) Total assets includes related - party amounts of $ 997.3 million and $ 1.3 billion as of March 31, 2024, and December 31, 2023, respectively, which includes related - party Accounts receivable, net of $ 407.9 million and $ 358.1 million as of March 31, 2024, and December 31, 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 406.0 million and $ 409.5 million as of March 31, 2024, and December 31, 2023, respectively.

(1) Other assets includes $ 5.2 million and $ 5.7 million of NGLs line - fill inventory as of June 30, 2024, and December 31, 2023, respectively.

Other assets also includes $ 120.6 million and $ 96.3 million of materials and supplies inventory as of June 30, 2024, and December 31, 2023, respectively.

(2) Total assets includes related - party amounts of $ 957.0 million and $ 1.3 billion as of June 30, 2024, and December 31, 2023, respectively, which includes related - party Accounts receivable, net of $ 375.2 million and $ 358.1 million as of June 30, 2024, and December 31, 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 490.2 million and $ 409.5 million as of June 30, 2024, and December 31, 2023, respectively.

See accompanying Notes to Consolidated Financial Statements.

11 unchanged sentences

Balance at March 31, 2024 $ 3,391,694 $ 25,924 $ 3,417,618

Net income (loss) 387,259 1,169 388,428

Distributions to Chipeta noncontrolling interest owner — ( 593 ) ( 593 )

Distributions to WES Operating unitholders ( 347,675 ) — ( 347,675 )

Contributions of equity - based compensation from WES

10,247 — 10,247

Balance at June 30, 2024 $ 3,441,525 $ 26,500 $ 3,468,025

thousands Common

8 unchanged sentences

Balance at March 31, 2023 $ 3,093,570 $ 26,390 $ 3,119,960

Net income (loss) 259,163 1,410 260,573

Distributions to Chipeta noncontrolling interest owner — ( 1,230 ) ( 1,230 )

Distributions to WES Operating unitholders ( 342,895 ) — ( 342,895 )

Contributions of equity - based compensation from WES

7,519 — 7,519

Balance at June 30, 2023 $ 3,017,357 $ 26,570 $ 3,043,927

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

thousands 2024 2023

5 unchanged sentences

Non - cash equity - based compensation expense

19,525 14,577

Deferred income taxes 259 855

58 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 its customers under certain contracts.

As of March 31, 2024, the Partnership’s assets and investments consisted of the following:

As of June 30, 2024, the Partnership’s assets and investments consisted of the following:

Operated Operated

Interests Non-Operated

Interests Equity

7 unchanged sentences

(1) Includes the DBM water systems.

These assets and investments are located in Texas, New Mexico, the Rocky Mountains (Colorado, Utah, and Wyoming), and North - central Pennsylvania.

These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

9 unchanged sentences

Springfield system 50.10 %

Marcellus Interest systems 33.75 %

Equity investments (3)

9 unchanged sentences

See Noncontrolling interests below.

(2) The Partnership proportionately consolidates its associated share of the assets, liabilities, revenues, and expenses attributable to these assets.

(2) The Partnership proportionately consolidates its associated share of the assets, liabilities, revenues, and expenses attributable to this asset.

(3) Investments in non - controlled entities over which the Partnership exercises significant influence are accounted for under the equity method of accounting.

10 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 March 31, 2024 (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.

16 unchanged sentences

The Partnership is currently evaluating the impact this guidance will have on disclosures in the Notes to Consolidated Financial Statements.

This standard will have no impact to the Partnership’s financial statements, but will result in additional disclosure.

This standard will have no impact on the Partnership’s financial statements, but will result in additional disclosure.

Equity-based compensation.

During the three months ended March 31, 2024, the Partnership issued 970,155 common units under its long-term incentive plans.

Compensation expense was $ 9.4 million and $ 7.2 million for the three months ended March 31, 2024 and 2023, respectively.

During the six months ended June 30, 2024, the Partnership issued 971,391 common units under its long-term incentive plans.

Compensation expense was $ 10.4 million and $ 19.8 million for the three and six months ended June 30, 2024, respectively, and $ 7.7 million and $ 14.9 million for the three and six months ended June 30, 2023, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2024 2023 2024 2023

8 unchanged sentences

Contract balances.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 711.0 million and $ 661.6 million as of March 31, 2024, and December 31, 2023, respectively.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 674.2 million and $ 661.6 million as of June 30, 2024, and December 31, 2023, 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.

3 unchanged sentences

Additional estimated revenues recognized (2)

Contract assets balance at March 31, 2024

Contract assets at March 31, 2024

Contract assets balance at June 30, 2024

Contract assets at June 30, 2024

Other current assets $ 10,268

1 unchanged sentence

Total contract assets from contracts with customers $ 39,198

_________________________________________________________________________________________

(1) Includes $( 1.9 ) million for the three months ended June 30, 2024.

(2) Includes $ 1.8 million for the three months ended June 30, 2024.

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 March 31, 2024

Contract liabilities at March 31, 2024

Contract liabilities balance at June 30, 2024

Contract liabilities at June 30, 2024

Accrued liabilities $ 11,172

1 unchanged sentence

Total contract liabilities from contracts with customers $ 553,172

_________________________________________________________________________________________

(1) Includes $ 86.6 million for the three months ended June 30, 2024.

(2) Includes $( 4.2 ) million for the three months ended June 30, 2024.

Transaction price allocated to remaining performance obligations.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2024, are presented in the table below.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2024, are presented in the table below.

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.

8 unchanged sentences

ACQUISITIONS AND DIVESTITURES

Marcellus Interest systems.

During the second quarter of 2024, the Partnership closed on the sale of its 33.75 % interest in the Marcellus Interest systems for proceeds of $ 206.2 million, resulting in a net gain on sale of $ 63.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.

Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn.

2 unchanged sentences

The combined proceeds received in the first quarter of 2024 of $ 588.6 million includes $ 5.9 million in pro-rata distributions through closing, resulting in a net gain on sale of $ 239.7 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.

The sale of the interests in the Mont Belvieu JV and Whitethorn LLC also resolved outstanding legal proceedings associated with those assets.

Marcellus Interest systems.

In April 2024, the Partnership closed on the sale of its 33.75 % interest in the Marcellus Interest systems for proceeds of $ 206.2 million, resulting in an estimated net gain on sale of approximately $ 65.0 million that will be recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations during the second quarter of 2024.

As of March 31, 2024, the Marcellus Interest systems satisfied criteria to be considered held for sale.

At March 31, 2024, the consolidated balance sheet included current assets of $ 6.6 million, long-term assets of $ 142.7 million, current liabilities of $ 5.9 million, and long-term liabilities of $ 2.1 million associated with assets held for sale.

The sale of the interests in Mont Belvieu JV and Whitethorn LLC also resolved outstanding legal proceedings associated with those assets.

On October 13, 2023, the Partnership closed on the acquisition of Meritage Midstream Services II, LLC (“Meritage”) for $ 885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from the Partnership’s $ 600.0 million senior note issuance in September 2023 (see Note 10) and borrowings on the senior unsecured revolving credit facility (“RCF”).

47 unchanged sentences

March 31 $ 0.875 $ 340,858 May 15, 2024 May 1, 2024

June 30 0.875 340,859 August 14, 2024 August 1, 2024

_________________________________________________________________________________________

13 unchanged sentences

March 31 $ 347,675 May 2024

June 30 347,675 August 2024

_________________________________________________________________________________________

4 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 March 31, 2024, Occidental held 185,181,578 common units, representing a 47.6 % 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 Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 2024, Occidental held 185,181,578 common units, representing a 47.5 % 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 195,309,796 common units, representing a 50.2 % limited partner interest in the Partnership.

2 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 three months ended March 31, 2024, there were no common units repurchased.

During the three months ended March 31, 2023, the Partnership repurchased 285,688 common units for an aggregate purchase price of $ 7.1 million.

During the six months ended June 30, 2024, there were no common units repurchased.

During the six months ended June 30, 2023, the Partnership repurchased 287,322 common units for an aggregate purchase price of $ 7.1 million.

The units were canceled immediately upon receipt.

As of March 31, 2024, the Partnership had an authorized amount of $ 627.8 million remaining under the program.

As of June 30, 2024, the Partnership had an authorized amount of $ 627.8 million remaining under the program.

Holdings of WES Operating equity.

As of March 31, 2024, (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 June 30, 2024, (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.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands except per-unit amounts 2024 2023 2024 2023

18 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2024 2023 2024 2023

16 unchanged sentences

Consolidated balance sheets

thousands March 31,

thousands June 30,

2024 December 31,

17 unchanged sentences

Consolidated statements of cash flows

Three Months Ended

Six Months Ended

thousands 2024 2023

8 unchanged sentences

_________________________________________________________________________________________

(1) Represents common and general partner unit 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 ).

(1) Represents common and general partner unit 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 .

The following tables summarize material related - party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements:

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

thousands 2024 2023 2024 2023

4 unchanged sentences

Consolidated balance sheets

thousands March 31,

thousands June 30,

2024 December 31,

9 unchanged sentences

Consolidated statements of cash flows

Three Months Ended

Six Months Ended

thousands 2024 2023

12 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 31 % and 35 % for the three months ended March 31, 2024 and 2023, respectively.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 89 % and 88 % for the three months ended March 31, 2024 and 2023, respectively.

Produced-water throughput attributable to production owned or controlled by Occidental was 77 % and 80 % for the three months ended March 31, 2024 and 2023, respectively.

Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 34 % and 33 % for the three and six months ended June 30, 2024, respectively, and 34 % and 35 % for the three and six months ended June 30, 2023, respectively.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 90 % for both the three and six months ended June 30, 2024, and 87 % and 88 % for the three and six months ended June 30, 2023, respectively.

Produced-water throughput attributable to production owned or controlled by Occidental was 77 % for both the three and six months ended June 30, 2024, and 76 % and 78 % for the three and six months ended June 30, 2023, respectively.

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.

33 unchanged sentences

EQUITY INVESTMENTS

The following tables present the financial statement impact of the Partnership’s equity investments for the three months ended March 31, 2024:

The following table presents the financial statement impact of the Partnership’s equity investments for the six months ended June 30, 2024:

thousands Balance at December 31, 2023 Equity

1 unchanged sentence

Acquisitions and Divestitures (2)

Balance at March 31, 2024

Balance at June 30, 2024

White Cliffs $ 13,248 $ 2,453 $ ( 2,453 ) $ ( 1,676 ) $ — $ 11,572

19 unchanged sentences

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

thousands Estimated Useful Life March 31,

thousands Estimated Useful Life June 30,

2024 December 31,

15 unchanged sentences

Long-lived asset impairments.

During the three months ended March 31, 2023, the Partnership recognized a long-lived asset impairment of $ 52.1 million for assets located in the Rockies due to a reduction in estimated future cash flows resulting from a contract termination notice received in the first quarter of 2023.

During the six months ended June 30, 2023, the Partnership recognized a long-lived asset impairment of $ 52.1 million for assets located in the Rockies due to a reduction in estimated future cash flows resulting from a contract termination notice received in the first quarter of 2023.

This asset was impaired to its estimated fair value of $ 22.8 million.

6 unchanged sentences

The Partnership WES Operating

thousands March 31,

thousands June 30,

2024 December 31,

2023 March 31,

2023 June 30,

2024 December 31,

4 unchanged sentences

The Partnership WES Operating

thousands March 31,

thousands June 30,

2024 December 31,

2023 March 31,

2023 June 30,

2024 December 31,

7 unchanged sentences

The Partnership WES Operating

thousands March 31,

thousands June 30,

2024 December 31,

2023 March 31,

2023 June 30,

2024 December 31,

14 unchanged sentences

The following table presents the outstanding debt:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

thousands Principal Carrying

39 unchanged sentences

Debt activity.

The following table presents the debt activity for the three months ended March 31, 2024:

The following table presents the debt activity for the six months ended June 30, 2024:

thousands Carrying Value

6 unchanged sentences

Repayment of 4.750 % Senior Notes due 2028

Repayment of 4.050 % Senior Notes due 2030

Finance lease liabilities 1,252

Balance at March 31, 2024 $ 7,380,473

Balance at June 30, 2024 $ 7,146,599

________________________________________________________________________________________

2 unchanged sentences

WES Operating issued the Fixed - Rate 3.100 % Senior Notes due 2025, 4.050 % Senior Notes due 2030, 5.250 % Senior Notes due 2050, and the Floating - Rate Senior Notes due 2023 in January 2020.

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 3.290 %, 4.169 %, and 5.363 %, respectively, at March 31, 2024, and were 3.790 %, 4.671 %, and 5.869 %, respectively, at March 31, 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 3.290 %, 4.169 %, and 5.363 %, respectively, at June 30, 2024, and were 3.791 %, 4.671 %, and 5.869 %, respectively, at June 30, 2023.

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

During the three months ended March 31, 2024, WES Operating purchased and retired $ 15.1 million of certain of its senior notes via open-market repurchases with cash from operations (see Debt activity above) and a gain of $ 0.5 million was recognized for the early retirement of portions of these notes.

As of March 31, 2024, the 3.100 % Senior Notes due 2025 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.

Subsequent to March 31, 2024, WES Operating purchased and retired $ 134.9 million of certain of its senior notes via open-market repurchases.

During the six months ended June 30, 2024, WES Operating purchased and retired $ 150.0 million of certain of its senior notes via open-market repurchases with cash from operations (see Debt activity above) and a gain of $ 5.4 million was recognized for the early retirement of portions of these notes.

As of June 30, 2024, the 3.100 % Senior Notes due 2025 and 3.950 % Senior Notes due 2025 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.

During the third quarter of 2023, WES Operating completed the public offering of $ 600.0 million in aggregate principal amount of 6.350 % Senior Notes due 2029.

3 unchanged sentences

In addition, during 2023, WES Operating purchased and retired $ 276.7 million of certain of its senior notes via open-market repurchases and redeemed the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value with cash on hand.

As of March 31, 2024, WES Operating was in compliance with all covenants under the relevant governing indentures.

As of June 30, 2024, WES Operating was in compliance with all covenants under the relevant governing indentures.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

2 unchanged sentences

Revolving credit facility.

In May 2024, WES Operating entered into an amendment to the RCF to exercise an option to extend the maturity date of the RCF from April 2028 to April 2029, for each extending lender.

The non - extending lender’s commitments mature in April 2028 and represent $ 120.0 million out of $ 2.0 billion of total commitments from all lenders.

In April 2023, WES Operating (i) repaid all then-outstanding borrowings under its RCF with proceeds from the 6.150 % Senior Notes due 2033 offering, and (ii) entered into an amendment to its RCF to, among other things, extend the maturity date to April 2028 and provide for a maximum borrowing capacity up to $ 2.0 billion, expandable to a maximum of $ 2.5 billion, through the maturity date.

As of March 31, 2024, there were no outstanding borrowings and $ 0.5 million of outstanding letters of credit, resulting in $ 1.9 billion in effective borrowing capacity under the RCF, after taking into account the $ 100.0 million of outstanding commercial paper borrowings (see below), for which we maintain availability under the RCF as support for WES Operating’s commercial paper program.

As of March 31, 2024 and 2023, the interest rate on any outstanding RCF borrowings was 6.63 % and 6.21 %, respectively.

The facility - fee rate was 0.20 % at March 31, 2024 and 2023.

As of March 31, 2024, WES Operating was in compliance with all covenants under the RCF.

As of June 30, 2024, there were no outstanding borrowings and no outstanding letters of credit, resulting in $ 2.0 billion in effective borrowing capacity under the RCF.

Any outstanding commercial paper borrowings (see below) reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program.

As of June 30, 2024 and 2023, the interest rate on any outstanding RCF borrowings was 6.64 % and 6.44 %, respectively.

The facility - fee rate was 0.20 % at June 30, 2024 and 2023.

As of June 30, 2024, WES Operating was in compliance with all covenants under the RCF.

Commercial paper program.

2 unchanged sentences

The maturities of the notes may vary, but may not exceed 397 days.

As of March 31, 2024, there were $ 100.0 million aggregate principal amount of short-term notes outstanding under the commercial paper program at a weighted-average interest rate of 6.00 % and weighted-average maturity of four days .

As of June 30, 2024, there were no outstanding borrowings under the commercial paper program.

Interest expense.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

thousands 2024 2023 2024 2023

5 unchanged sentences

Interest expense $ ( 90,522 ) $ ( 86,182 ) $ ( 185,028 ) $ ( 167,852 )

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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 March 31, 2024 and December 31, 2023, the consolidated balance sheets included $ 3.5 million and $ 7.3 million, respectively, of liabilities for remediation and reclamation obligations.

As of June 30, 2024 and December 31, 2023, the consolidated balance sheets included $ 3.7 million and $ 7.3 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.

The majority of payments related to these obligations are expected to be made over the next year.

Litigation and legal proceedings.

3 unchanged sentences

The Partnership has payment obligations, or commitments, that include, among other things, a revolving credit facility, other third - party long - term debt, obligations related to the Partnership’s capital spending programs, pipeline and offload commitments, and various operating and finance leases.

The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system.

The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, Powder River Basin complex, DJ Basin complex, and DBM oil system.

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