What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-08-07 · 151 added, 93 removed, 894 unchanged (21% 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

42 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Total revenues and other includes related-party amounts of $ 545.2 million and $ 1.6 billion for the three and nine months ended September 30, 2024, respectively, and $ 463.6 million and $ 1.4 billion for the three and nine months ended September 30, 2023, respectively.

(2) See Note 8 .

(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.

(3) Total operating expenses includes related-party amounts of $( 12.1 ) million and $( 37.7 ) million for the three and nine months ended September 30, 2024, respectively, and $( 35.8 ) million and $( 53.0 ) million for the three and nine months ended September 30, 2023, respectively, all primarily related to changes in imbalance positions.

(4) See Note 5.

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

thousands except number of units June 30,

thousands except number of units September 30,

2024 December 31,

34 unchanged sentences

Equity and partners’ capital

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

Common units ( 380,555,427 and 379,519,983 units issued and outstanding at September 30, 2024, and December 31, 2023, respectively)

3,225,855 2,894,231

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

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

Total partners’ capital 3,236,827 2,897,424

3 unchanged sentences

________________________________________________________________________________________

(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.

(1) Other assets includes $ 3.9 million and $ 5.7 million of NGLs line - fill inventory as of September 30, 2024, and December 31, 2023, respectively.

Other assets also includes $ 128.9 million and $ 96.3 million of materials and supplies inventory as of September 30, 2024, and December 31, 2023, respectively.

(2) Total assets includes related - party amounts of $ 972.9 million and $ 1.3 billion as of September 30, 2024, and December 31, 2023, respectively, which includes related - party Accounts receivable, net of $ 393.7 million and $ 358.1 million as of September 30, 2024, and December 31, 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 534.5 million and $ 378.8 million as of September 30, 2024, and December 31, 2023, respectively.

See accompanying Notes to Consolidated Financial Statements.

23 unchanged sentences

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

Net income (loss) 281,772 6,708 7,412 295,892

Distributions to Chipeta noncontrolling interest owner — — ( 550 ) ( 550 )

Distributions to noncontrolling interest owner of WES Operating — — ( 6,956 ) ( 6,956 )

Distributions to Partnership unitholders ( 332,931 ) ( 7,928 ) — ( 340,859 )

Equity - based compensation expense

8,759 — — 8,759

Other ( 2,778 ) — — ( 2,778 )

Balance at September 30, 2024 $ 3,225,855 $ 10,972 $ 140,690 $ 3,377,517

See accompanying Notes to Consolidated Financial Statements.

WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

Partners’ Capital

24 unchanged sentences

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

Net income (loss) 270,843 6,453 7,102 284,398

Distributions to Chipeta noncontrolling interest owner — — ( 1,613 ) ( 1,613 )

Distributions to noncontrolling interest owner of WES Operating — — ( 7,129 ) ( 7,129 )

Distributions to Partnership unitholders ( 216,345 ) ( 5,097 ) — ( 221,442 )

Unit repurchases (1)

( 127,500 ) — — ( 127,500 )

Equity - based compensation expense

7,171 — — 7,171

Other ( 956 ) — — ( 956 )

Balance at September 30, 2023 $ 2,821,958 $ 1,678 $ 131,456 $ 2,955,092

_________________________________________________________________________________________

(1) See Note 5 .

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

thousands 2024 2023

39 unchanged sentences

Unit repurchases (1)

— ( 134,602 )

Other ( 28,479 ) ( 16,511 )

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2024 2023 2024 2023

28 unchanged sentences

________________________________________________________________________________________

(2) See Note 8 .

(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.

(3) Total operating expenses includes related-party amounts of $( 11.2 ) million and $( 34.7 ) million for the three and nine months ended September 30, 2024, respectively, and $( 35.1 ) million and $( 50.5 ) million for the three and nine months ended September 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 June 30,

thousands except number of units September 30,

2024 December 31,

34 unchanged sentences

Equity and partners’ capital

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

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

3,397,488 3,027,031

4 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Other assets includes $ 3.9 million and $ 5.7 million of NGLs line - fill inventory as of September 30, 2024, and December 31, 2023, respectively.

Other assets also includes $ 128.9 million and $ 96.3 million of materials and supplies inventory as of September 30, 2024, and December 31, 2023, respectively.

(2) Total assets includes related - party amounts of $ 972.5 million and $ 1.3 billion as of September 30, 2024, and December 31, 2023, respectively, which includes related - party Accounts receivable, net of $ 396.9 million and $ 358.1 million as of September 30, 2024, and December 31, 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 534.2 million and $ 409.5 million as of September 30, 2024, and December 31, 2023, respectively.

See accompanying Notes to Consolidated Financial Statements.

17 unchanged sentences

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

Net income (loss) 295,025 1,509 296,534

Distributions to Chipeta noncontrolling interest owner — ( 550 ) ( 550 )

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

Contributions of equity - based compensation from WES

8,613 — 8,613

Balance at September 30, 2024 $ 3,397,488 $ 27,459 $ 3,424,947

thousands Common

14 unchanged sentences

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

Net income (loss) 283,415 1,432 284,847

Distributions to Chipeta noncontrolling interest owner — ( 1,613 ) ( 1,613 )

Distributions to WES Operating unitholders ( 356,362 ) — ( 356,362 )

Contributions of equity - based compensation from WES

7,024 — 7,024

Balance at September 30, 2023 $ 2,951,434 $ 26,389 $ 2,977,823

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

thousands 2024 2023

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

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

Operated Operated

44 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, 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.

18 unchanged sentences

Equity-based compensation.

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.

During the nine months ended September 30, 2024 and 2023, the Partnership issued 1,035,444 and 832,707 common units, respectively, under its long-term incentive plans.

Compensation expense was $ 8.8 million and $ 28.6 million for the three and nine months ended September 30, 2024, respectively, and $ 7.2 million and $ 22.0 million for the three and nine months ended September 30, 2023, 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 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 $ 674.2 million and $ 661.6 million as of June 30, 2024, and December 31, 2023, respectively.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 664.0 million and $ 661.6 million as of September 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 June 30, 2024

Contract assets at June 30, 2024

Contract assets balance at September 30, 2024

Contract assets at September 30, 2024

Other current assets $ 11,931

2 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Includes $( 1.8 ) million for the three months ended September 30, 2024.

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

Contract liabilities at June 30, 2024

Contract liabilities balance at September 30, 2024

Contract liabilities at September 30, 2024

Accrued liabilities $ 10,076

2 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Includes $ 34.7 million for the three months ended September 30, 2024.

(2) Includes $( 6.5 ) million for the three months ended September 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 June 30, 2024, are presented in the table below.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of September 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.

14 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 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”).

48 unchanged sentences

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

September 30 0.875 340,914 November 14, 2024 November 1, 2024

_________________________________________________________________________________________

14 unchanged sentences

June 30 347,675 August 2024

September 30 347,356 November 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 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 Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of September 30, 2024, Occidental held 165,681,578 common units, representing a 42.5 % 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 214,873,849 common units, representing a 55.2 % limited partner interest in the Partnership.

In August 2024, affiliates of Occidental sold 19,500,000 of the Partnership’s common units it held through an underwritten offering.

The Partnership did not receive any proceeds from the public offering.

Partnership equity repurchases.

1 unchanged sentence

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, 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.

During the nine months ended September 30, 2024, there were no common units repurchased.

During the nine months ended September 30, 2023, the Partnership repurchased 5,387,322 common units, which included 5,100,000 common units repurchased from Occidental, for an aggregate purchase price of $ 134.6 million.

The units were canceled immediately upon receipt.

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

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

Holdings of WES Operating equity.

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 ).

As of September 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

September 30, Nine Months Ended

September 30,

thousands except per-unit amounts 2024 2023 2024 2023

16 unchanged sentences

The following tables summarize material related - party transactions included in the Partnership’s consolidated financial statements:

Consolidated statements of operations

Statements of operations

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2024 2023 2024 2023

15 unchanged sentences

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

Consolidated balance sheets

thousands June 30,

Balance sheets

thousands September 30,

2024 December 31,

16 unchanged sentences

RELATED-PARTY TRANSACTIONS

Consolidated statements of cash flows

Six Months Ended

Statements of cash flows

Nine Months Ended

September 30,

thousands 2024 2023

7 unchanged sentences

( 18,502 ) ( 18,260 )

Unit repurchases from Occidental (3)

— ( 127,500 )

_________________________________________________________________________________________

(1) Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership.

2 unchanged sentences

See Note 4 and Note 5 .

(3) Represents common units repurchased from Occidental.

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:

Consolidated statements of operations

Statements of operations

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2024 2023 2024 2023

3 unchanged sentences

(1) Includes an intercompany service fee between the Partnership and WES Operating.

Consolidated balance sheets

thousands June 30,

Balance sheets

thousands September 30,

2024 December 31,

8 unchanged sentences

(1) Includes balances related to transactions between the Partnership and WES Operating.

Consolidated statements of cash flows

Six Months Ended

Statements of cash flows

Nine Months Ended

September 30,

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 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.

Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 36 % and 34 % for the three and nine months ended September 30, 2024, respectively, and 34 % for both the three and nine months ended September 30, 2023.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 92 % and 90 % for the three and nine months ended September 30, 2024, respectively, and 87 % for both the three and nine months ended September 30, 2023.

Produced-water throughput attributable to production owned or controlled by Occidental was 78 % and 77 % for the three and nine months ended September 30, 2024, respectively, and 77 % and 78 % for the three and nine months ended September 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.

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”), subsequently Mesquite Energy, Inc.

(“Mesquite”), that allowed Mesquite to process gas under such agreement.

In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023.

For this reason, Anadarko is not liable for any obligations under the Brasada gas processing agreement after June 30, 2023.

For all periods presented, either Mesquite or its successor, a subsidiary of Javelin Energy Partners, performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko.

Marketing Transition Services Agreement.

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, on January 1, 2021, the Partnership began marketing and selling substantially all of its crude oil, residue gas, and NGLs directly to third parties.

Marketing Services.

Prior to January 1, 2021, Occidental provided marketing-related services to certain of the Partnership’s subsidiaries.

While the Partnership now markets and sells substantially all of its crude oil, residue gas, and NGLs directly to third parties, it does still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.

Related-party expenses.

Operation and maintenance expense includes amounts accrued for or paid to related parties for field - related costs, shared field offices, and easements (see Related-party commercial agreement below) supporting the Partnership’s operations at certain assets.

A portion of general and administrative expense is paid by Occidental, which results in related - party transactions pursuant to the reimbursement provisions of the Partnership’s and WES Operating’s agreements with Occidental.

General and administrative expense includes amounts accrued for or paid to Occidental for certain reimbursed expenses pursuant to the provisions of the Partnership’s and WES Operating’s agreements with Occidental.

Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related - party imbalances, and transactions with affiliates accounted for under the equity method of accounting.

See Marketing Transition Services Agreement in the section above.

See Marketing Services in the section above.

Related - party expenses bear no direct relationship to related - party revenues, and third - party expenses bear no direct relationship to third - party revenues.

18 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, 2024:

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

thousands Balance at December 31, 2023 Equity

1 unchanged sentence

Acquisitions and Divestitures (2)

Balance at June 30, 2024

Balance at September 30, 2024

White Cliffs $ 13,248 $ 3,256 $ ( 3,256 ) $ ( 2,558 ) $ — $ 10,690

19 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,

2024 December 31,

15 unchanged sentences

Long-lived asset impairments.

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.

During the nine months ended September 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 June 30,

thousands September 30,

2024 December 31,

2023 June 30,

2023 September 30,

2024 December 31,

4 unchanged sentences

The Partnership WES Operating

thousands June 30,

thousands September 30,

2024 December 31,

2023 June 30,

2023 September 30,

2024 December 31,

7 unchanged sentences

The Partnership WES Operating

thousands June 30,

thousands September 30,

2024 December 31,

2023 June 30,

2023 September 30,

2024 December 31,

14 unchanged sentences

The following table presents the outstanding debt:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

thousands Principal Carrying

2 unchanged sentences

Commercial paper $ — $ — $ — $ 613,885 $ 610,312 $ 610,312

3.100 % Senior Notes due 2025

663,831 663,418 658,879 — — —

3.950 % Senior Notes due 2025

336,758 336,145 334,236 — — —

Finance lease liabilities 8,455 8,455 8,455 7,436 7,436 7,436

26 unchanged sentences

350,000 343,016 325,073 350,000 342,913 312,365

5.250 % Senior Notes due 2050

1,000,000 984,421 908,480 1,000,000 984,206 895,440

Finance lease liabilities 27,398 27,398 27,398 28,668 28,668 28,668

7 unchanged sentences

Debt activity.

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

The following table presents the debt activity for the nine months ended September 30, 2024:

thousands Carrying Value

1 unchanged sentence

Commercial paper borrowings (repayments), net (1)

Issuance of 5.450 % Senior Notes due 2034

Repayment of 3.100 % Senior Notes due 2025

5 unchanged sentences

Finance lease liabilities ( 251 )

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

Other ( 3,511 )

Balance at September 30, 2024 $ 7,937,230

________________________________________________________________________________________

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 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 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 2024, WES Operating completed the public offering of $ 800.0 million in aggregate principal amount of 5.450 % Senior Notes due 2034.

Interest is payable semi-annually on May 15th and November 15th of each year, with the initial interest payment being due on May 15, 2025.

Net proceeds from the offering will be used to repay a portion of the maturing 3.100 % Senior Notes due 2025 and 3.950 % Senior Notes due 2025 and for general partnership purposes, including the funding of capital expenditures.

During the nine months ended September 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 September 30, 2024, the 3.100 % Senior Notes due 2025 and 3.950 % Senior Notes due 2025 were classified as short-term debt on the consolidated balance sheet.

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.

Net proceeds from the offering were used to fund a portion of the aggregate purchase price for the Meritage acquisition (see Note 3 ), to pay related costs and expenses, and for general partnership purposes.

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

For the three and nine months ended September 30, 2023, a gain of $ 8.6 million and $ 15.4 million, respectively, was recognized for the early retirement of portions of these notes.

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

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

5 unchanged sentences

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 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.

As of September 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.

As of September 30, 2024 and 2023, the interest rate on any outstanding RCF borrowings was 6.15 % and 6.62 %, respectively.

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

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

As of September 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

September 30, Nine Months Ended

September 30,

thousands 2024 2023 2024 2023

10 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, 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.

As of September 30, 2024 and December 31, 2023, the consolidated balance sheets included $ 2.3 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.

5 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, Powder River Basin complex, DJ 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, Powder River Basin complex, DBM water systems, 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