What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-06 · 159 added, 385 removed, 660 unchanged (45% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

thousands except per-unit amounts

2024 2023 2024 2023

Revenues and other

13 unchanged sentences

Long - lived asset and other impairments

4,651 245 6,204 52,880

Total operating expenses (2)

24 unchanged sentences

_________________________________________________________________________________________

(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 $( 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.

(1) Total revenues and other includes related-party amounts of $ 558.4 million and $ 499.8 million for the three months ended March 31, 2025 and 2024, respectively.

(2) Total operating expenses includes related-party amounts of $( 12.1 ) million and $( 26.0 ) million for the three months ended March 31, 2025 and 2024, respectively, all primarily related to changes in imbalance positions.

(3) See Note 5.

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

thousands except number of units September 30,

thousands except number of units March 31,

2025 December 31,

11 unchanged sentences

Equity investments 527,526 541,435

Other assets (1)

365,756 387,028

20 unchanged sentences

Equity and partners’ capital

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

Common units ( 381,327,148 and 380,556,643 units issued and outstanding at March 31, 2025, and December 31, 2024, respectively)

3,183,365 3,224,802

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

General partner units ( 9,060,641 units issued and outstanding at March 31, 2025, and December 31, 2024)

10,045 10,803

Total partners’ capital 3,193,410 3,235,605

3 unchanged sentences

________________________________________________________________________________________

(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.

(1) Total assets includes related - party amounts of $ 968.5 million and $ 991.1 million as of March 31, 2025, and December 31, 2024, respectively, which includes related - party Accounts receivable, net of $ 393.5 million and $ 401.3 million as of March 31, 2025, and December 31, 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 577.0 million and $ 529.7 million as of March 31, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $ 37.3 million and $ 20.6 million as of March 31, 2025, and December 31, 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

8 unchanged sentences

Net income (loss) 301,837 7,170 7,545 316,552

Distributions to Chipeta noncontrolling interest owner — — ( 1,085 ) ( 1,085 )

Distributions to noncontrolling interest owner of WES Operating — — ( 6,949 ) ( 6,949 )

4 unchanged sentences

Balance at March 31, 2025 $ 3,183,365 $ 10,045 $ 140,161 $ 3,333,571

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

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

8 unchanged sentences

Distributions to Partnership unitholders ( 218,228 ) ( 5,210 ) — ( 223,438 )

Unit repurchases (1)

( 7,061 ) — — ( 7,061 )

Equity - based compensation expense

2 unchanged sentences

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

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

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 .

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

thousands 2025 2024

5 unchanged sentences

Non - cash equity - based compensation expense

28,573 22,035

Deferred income taxes 1,713 230

13 unchanged sentences

Capital expenditures

( 142,402 ) ( 193,789 )

Acquisitions from third parties — ( 443 )

Contributions to equity investments – related parties — ( 1,153 )

Distributions from equity investments in excess of cumulative earnings – related parties 11,007 19,033

4 unchanged sentences

Cash flows from financing activities

Borrowings, net of debt issuance costs 789,193 1,801,011

Repayments of debt ( 663,831 ) ( 14,503 )

6 unchanged sentences

Distributions to noncontrolling interest owner of WES Operating ( 6,949 ) ( 4,591 )

Unit repurchases (1)

— ( 134,602 )

Other ( 20,131 ) ( 20,868 )

5 unchanged sentences

Interest paid, net of capitalized interest $ 119,905 $ 130,885

Income taxes paid (reimbursements received) — 1,271

Accrued capital expenditures 88,894 116,751

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

thousands 2025 2024

14 unchanged sentences

Long - lived asset and other impairments

4,651 245 6,204 52,880

Total operating expenses (2)

11 unchanged sentences

________________________________________________________________________________________

(2) See Note 8 .

(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.

(1) Total revenues and other includes related - party amounts of $ 558.4 million and $ 499.8 million for the three months ended March 31, 2025 and 2024, respectively.

(2) Total operating expenses includes related - party amounts of $( 10.6 ) million and $( 24.7 ) million for the three months ended March 31, 2025 and 2024, 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 September 30,

thousands except number of units March 31,

2025 December 31,

11 unchanged sentences

Equity investments 527,526 541,435

Other assets (1)

362,996 383,808

20 unchanged sentences

Equity and partners’ capital

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

Common units ( 318,675,578 units issued and outstanding at March 31, 2025, and December 31, 2024)

3,375,514 3,399,650

4 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Total assets includes related - party amounts of $ 1.0 billion and $ 987.4 million as of March 31, 2025, and December 31, 2024, respectively, which includes related - party Accounts receivable, net of $ 431.6 million and $ 401.3 million as of March 31, 2025, and December 31, 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 577.0 million and $ 555.9 million as of March 31, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $37.3 million and $46.8 million as of March 31, 2025, and December 31, 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

3 unchanged sentences

Units Noncontrolling

Interest Total

Balance at December 31, 2024 $ 3,399,650 $ 26,476 $ 3,426,126

Net income (loss) 315,076 1,242 316,318

Distributions to Chipeta noncontrolling interest owner — ( 1,085 ) ( 1,085 )

Distributions to WES Operating unitholders ( 347,356 ) — ( 347,356 )

2 unchanged sentences

Balance at March 31, 2025 $ 3,375,514 $ 27,718 $ 3,403,232

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

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

8 unchanged sentences

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

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

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

Nine Months Ended

September 30,

Three Months Ended

thousands 2025 2024

5 unchanged sentences

Non - cash equity - based compensation expense

28,138 21,601

Deferred income taxes 1,713 230

13 unchanged sentences

Capital expenditures

( 142,402 ) ( 193,789 )

Acquisitions from third parties — ( 443 )

Contributions to equity investments – related parties — ( 1,153 )

Distributions from equity investments in excess of cumulative earnings – related parties 11,007 19,033

4 unchanged sentences

Cash flows from financing activities

Borrowings, net of debt issuance costs 789,193 1,801,011

Repayments of debt ( 663,831 ) ( 14,503 )

12 unchanged sentences

Interest paid, net of capitalized interest $ 119,905 $ 130,885

Income taxes paid (reimbursements received) — 1,271

Accrued capital expenditures 88,894 116,751

5 unchanged sentences

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Western Midstream Partners, LP is a Delaware master limited partnership formed in September 2012.

Western Midstream Partners, LP (the “Partnership”) is a Delaware master limited partnership formed in September 2012.

Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream assets.

Western Midstream Partners, LP owns, directly and indirectly, a 98.0 % limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non - economic general partner interest in WES Operating.

The Partnership owns, directly and indirectly, a 98.0 % limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non - economic general partner interest in WES Operating.

In addition, Occidental owns the Partnership’s general partner and a 2.0 % limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”).

For purposes of these consolidated financial statements, the Partnership refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires.

2 unchanged sentences

“Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner.

“Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding Western Midstream Holdings, LLC.

Anadarko became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko on August 8, 2019.

“Related parties” refers to Occidental (see Note 6 ), the Partnership’s investments accounted for under the equity method of accounting (see Note 7 ), and the Partnership and WES Operating for transactions that eliminate upon consolidation (see Note 6 ).

“Related parties” refers to Occidental (see Note 6 ), the Partnership’s investments accounted for under the equity method of accounting (see Note 7 ), and WES Operating for transactions with the Partnership that eliminate upon consolidation (see Note 6 ).

The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas;

1 unchanged sentence

and gathering and disposing of produced water.

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

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

As of March 31, 2025, the Partnership’s assets and investments consisted of the following:

Operated Operated

2 unchanged sentences

Treating facilities 43 3 —

Natural - gas processing plants/trains

Processing plants/trains

NGLs pipelines 3 — 4

8 unchanged sentences

Basis of presentation.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments (see table below).

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling or other financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments.

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 (see Note 7) :

Percentage Interest

Full consolidation

Proportionate consolidation (2)

Springfield system 50.10 %

Equity investments (3)

Mi Vida JV LLC (“Mi Vida”) 50.00 %

Front Range Pipeline LLC (“FRP”) 33.33 %

Red Bluff Express Pipeline, LLC (“Red Bluff Express”) 30.00 %

Rendezvous Gas Services, LLC (“Rendezvous”) 22.00 %

Texas Express Pipeline LLC (“TEP”) 20.00 %

Texas Express Gathering LLC (“TEG”) 20.00 %

White Cliffs Pipeline, LLC (“White Cliffs”) 10.00 %

_________________________________________________________________________________________

(1) The 25 % third - party interest in Chipeta Processing LLC (“Chipeta”) is reflected within noncontrolling interests in the consolidated financial statements.

See Noncontrolling interests below.

(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.

“Equity - investment throughput” refers to the Partnership’s share of average throughput for these investments.

Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

4 unchanged sentences

The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (iv) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (v) transactions between the Partnership and WES Operating that eliminate upon consolidation.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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 September 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.

Use of estimates.

7 unchanged sentences

WES Operating’s noncontrolling interest in the consolidated financial statements consists of the 25 % third - party interest in Chipeta.

As of March 31, 2025, and December 31, 2024, Other current assets includes (i) $ 4.5 million and $ 2.5 million, respectively, of NGLs inventory and (ii) $ 6.8 million and $ 0.6 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets.

As of March 31, 2025, and December 31, 2024, Other assets includes (i) $ 5.1 million and $ 5.5 million, respectively, of NGLs line - fill inventory, and (ii) $ 106.4 million and $ 110.3 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas;

1 unchanged sentence

and gather and dispose of produced water in the United States.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The standard improves reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit (referred to as the “significant expense principle”).

The standard will become effective for the Partnership for the fiscal year 2024 annual financial statements and interim financial statements thereafter and will be applied retrospectively for all prior periods presented in the financial statements, with early adoption permitted.

The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal year 2024 annual financial statements.

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 on the Partnership’s financial statements, but will result in additional disclosure.

Accounting Standards Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” was adopted on December 31, 2024, using a retrospective approach with no impact to the consolidated financial statements;

however, the adoption did result in additional disclosure.

See Note 11 .

Equity-based compensation.

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.

During the three months ended March 31, 2025 and 2024, the Partnership issued 770,505 and 970,155 common units, respectively, under its long-term incentive plans.

Compensation expense was $ 8.2 million and $ 9.4 million for the three months ended March 31, 2025 and 2024, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

New accounting pronouncements not yet adopted.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” The standard requires additional disclosure and disaggregation of certain income statement expense line items and may be applied prospectively or retrospectively.

The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal year 2027 annual financial statements.

The Partnership is assessing the impact of this guidance on its disclosures in the Notes to the Consolidated Financial Statements.

REVENUE FROM CONTRACTS WITH CUSTOMERS

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

thousands 2025 2024

8 unchanged sentences

Contract balances.

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.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets, were $ 666.9 million and $ 693.9 million as of March 31, 2025, and December 31, 2024, 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 2,055

Contract assets balance at September 30, 2024

Contract assets at September 30, 2024

Contract assets balance at March 31, 2025

Contract assets at March 31, 2025

Other current assets $ 15,415

1 unchanged sentence

Total contract assets from contracts with customers $ 43,419

_________________________________________________________________________________________

(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 ( 3,867 )

Contract liabilities balance at September 30, 2024

Contract liabilities at September 30, 2024

Contract liabilities balance at March 31, 2025

Contract liabilities at March 31, 2025

Accrued liabilities $ 10,878

1 unchanged sentence

Total contract liabilities from contracts with customers $ 640,439

_________________________________________________________________________________________

(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 September 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 March 31, 2025, 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.

3 unchanged sentences

2027 1,143,131

2029 1,459,072

Thereafter 1,769,243

Total $ 7,339,720

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

3 unchanged sentences

During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties:

(i) the 25.00 % interest in Enterprise EF78 LLC (the “Mont Belvieu JV”), (ii) the 20.00 % interest in Whitethorn Pipeline Company LLC (“Whitethorn LLC”), (iii) the 15.00 % interest in Panola Pipeline Company, LLC (“Panola”), and (iv) the 20.00 % interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”).

(i) the 25.00 % interest in Enterprise EF78 LLC, (ii) the 20.00 % interest in Whitethorn Pipeline Company LLC, (iii) the 15.00 % interest in Panola Pipeline Company, LLC, and (iv) the 20.00 % interest in Saddlehorn Pipeline Company, LLC.

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.

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”).

The cash purchase price, adjusted for working capital and certain customary post-closing adjustments and reduced by the $ 38.4 million of cash acquired (as presented in the table below), was $ 878.2 million.

The assets acquired, located in Converse, Campbell, and Johnson counties, Wyoming, include approximately 1,500 miles of high- and low-pressure natural-gas gathering pipelines, approximately 380 MMcf/d of natural-gas processing capacity, and the Thunder Creek NGL pipeline, which is a 120 mile, 38 MBbls/d FERC-regulated NGL pipeline that connects to the processing facility.

The acquisition expands the Partnership’s existing Powder River Basin asset base, increasing total natural-gas processing capacity in that region to 440 MMcf/d.

The Meritage acquisition has been accounted for under the acquisition method of accounting.

The assets acquired and liabilities assumed in the Meritage acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date.

Results of operations attributable to the Meritage acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the fourth quarter of 2023.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the Meritage acquisition on October 13, 2023.

Assets acquired:

Cash and cash equivalents $ 38,412

Accounts receivable, net 34,060

Other current assets 1,980

Property, plant, and equipment 926,347

Other assets 6,498

Total assets acquired 1,007,297

Liabilities assumed:

Accounts payable and accrued liabilities

Other current liabilities 5,451

Asset retirement obligation 22,156

Other liabilities 28,356

Total liabilities assumed

Net assets acquired $ 916,601

The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the Meritage acquisition using inputs that are not observable in the market and thus represent Level 3 inputs.

The fair values of the processing plants, gathering system, and related facilities and equipment are based on market and cost approaches.

PARTNERSHIP DISTRIBUTIONS

Partnership distributions.

Under its partnership agreement, the Partnership distributes all of its available cash to unitholders of record on the applicable record date within 55 days following each quarter’s end.

The amount of available cash (beyond proper reserves as defined in the partnership agreement) generally is all cash on hand at the end of the quarter, plus, at the discretion of the general partner, working capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by the general partner to provide for the proper conduct of the Partnership’s business, including (i) to fund future capital expenditures;

(ii) to comply with applicable laws, debt instruments, or other agreements;

or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters.

Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement and are intended to be repaid or refinanced within 12 months.

In all cases, working capital borrowings are used solely for working capital purposes or to fund unitholder distributions.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PARTNERSHIP DISTRIBUTIONS

The Partnership distributes all of its available cash, as defined in the partnership agreement, to unitholders of record on the applicable record date within 55 days following each quarter’s end.

The Board of Directors of the general partner (the “Board”) declared the following cash distributions to the Partnership’s unitholders for the periods presented:

4 unchanged sentences

Cash Distribution Distribution

$ 0.856 $ 336,987 May 15, 2023 May 1, 2023

June 30 0.5625 221,442 August 14, 2023 July 31, 2023

September 30 0.575 223,432 November 13, 2023 November 1, 2023

December 31 0.575 223,438 February 13, 2024 February 1, 2024

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

1 unchanged sentence

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

_________________________________________________________________________________________

(1) Includes the regular quarterly distribution of $ 0.500 per unit, or $ 196.8 million, as well as the Enhanced Distribution of $ 0.356 per unit discussed below.

To facilitate the distribution of available cash, during 2022 the Partnership adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free cash flow generated in the prior year after subtracting Free cash flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases.

In April 2023, the Board approved an Enhanced Distribution of $ 0.356 per unit, or $ 140.1 million, related to the Partnership’s 2022 performance, which was paid in conjunction with the regular first-quarter 2023 distribution on May 15, 2023.

December 31 0.875 340,996 February 14, 2025 February 3, 2025

March 31 $ 0.910 $ 355,253 May 15, 2025 May 2, 2025

WES Operating partnership distributions.

WES Operating makes quarterly cash distributions to the Partnership and WGR Asset Holding Company LLC (“WGRAH”), a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating.

WES Operating makes quarterly cash distributions to the Partnership and WGRAH, a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating.

WES Operating made and/or declared the following cash distributions to its limited partners for the periods presented:

2 unchanged sentences

Cash Distribution Distribution

$ 342,895 May 2023

March 31 $ 347,675 May 2024

June 30 347,675 August 2024

2 unchanged sentences

March 31 $ 363,290 May 2025

June 30 347,675 August 2024

September 30 347,356 November 2024

_________________________________________________________________________________________

(1) Includes amounts related to the Enhanced Distribution discussed above.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

2 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 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 Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of March 31, 2025, 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 215,645,570 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.

In 2022, the Board authorized the Partnership to buy back up to $ 1.25 billion of the Partnership’s common units through December 31, 2024 (the “$1.25 billion Purchase Program”).

In February 2025, the Board authorized the Partnership to buy back up to $ 250.0 million of the Partnership’s common units through December 31, 2026 (the “2025 Purchase Program”).

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

Holdings of WES Operating equity.

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 ).

During the three months ended March 31, 2025, the Partnership repurchased no common units.

As of March 31, 2025, the Partnership had an authorized amount of $ 250.0 million remaining under the program.

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

The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted - average ownership percentage during each period using the two - class method.

The Partnership’s basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) by the weighted - average number of common units outstanding during the period.

Diluted net income (loss) per common unit includes the effect of outstanding units issued under the Partnership’s long-term incentive plans.

The following table provides a reconciliation between basic and diluted net income (loss) per common unit:

Three Months Ended

September 30, Nine Months Ended

September 30,

thousands except per-unit amounts 2025 2024

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Three Months Ended

September 30, Nine Months Ended

September 30,

thousands 2025 2024

16 unchanged sentences

Balance sheets

thousands September 30,

thousands March 31,

2025 December 31,

17 unchanged sentences

Statements of cash flows

Nine Months Ended

September 30,

Three Months Ended

thousands 2025 2024

1 unchanged sentence

$ 23,337 $ 29,304

Contributions to equity investments – related parties — ( 1,153 )

Distributions from equity investments in excess of cumulative earnings – related parties 11,007 19,033

3 unchanged sentences

( 6,949 ) ( 4,591 )

Unit repurchases from Occidental (3)

_________________________________________________________________________________________

(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:

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

thousands 2025 2024

4 unchanged sentences

Balance sheets

thousands September 30,

thousands March 31,

2025 December 31,

5 unchanged sentences

37,257 46,773

Accrued liabilities 4,713 4,662

_________________________________________________________________________________________

1 unchanged sentence

Statements of cash flows

Nine Months Ended

September 30,

Three Months Ended

thousands 2025 2024

10 unchanged sentences

Gathering and processing agreements.

The Partnership has significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of its systems.

The Partnership has significant gathering, treating, processing, stabilization, and produced-water disposal arrangements with affiliates of Occidental on most of its systems.

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 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.

Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 36 % and 31 % for the three months ended March 31, 2025 and 2024, respectively.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 91 % and 89 % for the three months ended March 31, 2025 and 2024, respectively.

Produced-water throughput attributable to production owned or controlled by Occidental was 80 % and 77 % for the three months ended March 31, 2025 and 2024, 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.

3 unchanged sentences

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.

Operating leases.

Certain surface - use and salt - water disposal agreements between an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership are classified as operating leases (see Related-party commercial agreement below).

In addition, the Partnership has operating leases for field offices with Occidental as the lessor.

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.

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

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.

3 unchanged sentences

Services Agreement.

Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP (“Services Agreement”).

Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, between WES Operating GP and Occidental (“Services Agreement”).

Most of the administrative and operational services previously provided by Occidental fully transitioned to the Partnership by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement.

7 unchanged sentences

Related-party commercial agreement.

During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership entered into a Commercial Understanding Agreement (“CUA”).

Under the CUA, certain West Texas surface - use and salt - water disposal agreements were amended to reduce usage fees owed by the Partnership in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments.

The present value of the reduced usage fees under the CUA was $ 30.0 million at the time the agreement was executed.

Also, as a result of the amendments under the CUA, these agreements are classified as operating leases and a $ 30.0 million right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021.

During the first quarter of 2021, an affiliate of Occidental and the Partnership amended certain West Texas surface - use and salt - water disposal agreements to reduce usage fees owed by the Partnership in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments.

The present value of the reduced usage fees under the amended agreements were $ 30.0 million at the time the agreement was executed.

As a result of the amendments, (i) these agreements are classified as operating leases and (ii) a right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021.

The ROU asset is being amortized to Operation and maintenance expense through 2038, the remaining term of the agreements.

2 unchanged sentences

EQUITY INVESTMENTS

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

The following table presents the financial statement impact of the Partnership’s equity investments:

thousands Percentage Ownership Interest

Balance at December 31, 2024 Equity

income, net Distributions Distributions

Acquisitions and Divestitures (2)

Balance at September 30, 2024

Balance at March 31, 2025

White Cliffs 10.00 % $ 9,802 $ 671 $ ( 671 ) $ ( 1,014 ) $ 8,788

Rendezvous 22.00 % 5,639 ( 577 ) ( 237 ) ( 478 ) 4,347

Mont Belvieu JV 88,556 51 ( 442 ) ( 6,047 ) ( 82,118 ) —

TEG 20.00 % 14,496 265 ( 270 ) ( 79 ) 14,412

1 unchanged sentence

FRP 33.33 % 183,588 10,653 ( 12,647 ) ( 2,654 ) 178,940

Whitethorn LLC 144,799 1,185 3,326 ( 4,924 ) ( 144,386 ) —

Saddlehorn 101,760 4,200 ( 4,124 ) ( 3,096 ) ( 98,740 ) —

Panola 18,716 74 ( 74 ) ( 1,021 ) ( 17,695 ) —

Mi Vida 50.00 % 42,765 2,480 ( 2,506 ) ( 1,458 ) 41,281

3 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.

(2) See Note 3 .

During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties:

(i) the 25.00 % interest in Mont Belvieu JV, (ii) the 20.00 % interest in Whitethorn LLC, (iii) the 15.00 % interest in Panola, and (iv) the 20.00 % interest in Saddlehorn.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY, PLANT, AND EQUIPMENT

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

thousands Estimated Useful Life September 30,

2024 December 31,

Land N/A $ 12,550 $ 12,504

Gathering systems – pipelines 30 years 5,833,706 5,890,607

Gathering systems – compressors 15 years 2,645,117 2,553,602

Processing complexes and treating facilities 25 years 4,048,496 3,745,332

Transportation pipeline and equipment 3 to 48 years

257,936 259,314

Produced - water disposal systems

20 years 1,179,217 1,098,616

Assets under construction N/A 424,670 479,368

Other 3 to 40 years

940,501 906,088

Total property, plant, and equipment 15,342,193 14,945,431

Less accumulated depreciation 5,646,602 5,290,415

Net property, plant, and equipment $ 9,695,591 $ 9,655,016

“Assets under construction” represents property that is not yet placed into productive service as of the respective balance sheet date and is excluded from capitalized costs being depreciated.

Long-lived asset impairments.

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.

The fair value was measured using the income approach and Level-3 fair value inputs.

The income approach was based on the Partnership’s projected future EBITDA and free cash flows, which requires significant assumptions including, among others, future throughput volumes based on current expectations of producer activity and operating costs.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SELECTED COMPONENTS OF WORKING CAPITAL

1 unchanged sentence

The Partnership WES Operating

thousands September 30,

thousands March 31,

2025 December 31,

2023 September 30,

2024 March 31,

2025 December 31,

4 unchanged sentences

The Partnership WES Operating

thousands September 30,

thousands March 31,

2025 December 31,

2023 September 30,

2024 March 31,

2025 December 31,

NGLs inventory $ 4,499 $ 2,514 $ 4,499 $ 2,514

Materials and supplies

6,821 613 6,821 613

Imbalance receivables 6,078 7,253 6,078 7,253

5 unchanged sentences

The Partnership WES Operating

thousands September 30,

thousands March 31,

2025 December 31,

2023 September 30,

2024 March 31,

2025 December 31,

7 unchanged sentences

Accrued payroll and benefits 35,756 66,563 — —

Short-term lease liabilities

59,351 58,897 59,351 58,897

Other 22,693 39,518 19,962 25,272

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances.

The following table presents the outstanding debt:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

thousands Principal Carrying

1 unchanged sentence

Short - term debt

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

3.100 % Senior Notes due 2025

$ 336,758 $ 336,594 $ 336,118 $ 1,000,589 $ 1,000,076 $ 997,666

3.950 % Senior Notes due 2025

336,758 336,145 334,236 — — —

Finance lease liabilities 14,003 14,003 14,003 10,956 10,956 10,956

2 unchanged sentences

Long - term debt

3.100 % Senior Notes due 2025

$ — $ — $ — $ 666,481 $ 665,145 $ 650,765

3.950 % Senior Notes due 2025

— — — 349,163 347,938 341,415

4.650 % Senior Notes due 2026

440,505 439,499 440,646 467,204 465,705 459,617

4.500 % Senior Notes due 2028

342,935 340,991 339,955 357,094 354,665 346,121

4.750 % Senior Notes due 2028

336,260 334,658 336,179 382,888 380,747 374,767

6.350 % Senior Notes due 2029

600,000 593,964 637,500 600,000 593,069 626,994

4.050 % Senior Notes due 2030

1,057,134 1,051,190 1,018,157 1,104,593 1,097,609 1,036,097

6.150 % Senior Notes due 2033

750,000 741,668 793,103 750,000 741,125 780,203

5.450 % Senior Notes due 2034

800,000 790,331 802,608 — — —

5.450 % Senior Notes due 2044

600,000 594,151 568,686 600,000 594,031 545,154

5.300 % Senior Notes due 2048

700,000 687,925 636,440 700,000 687,735 614,082

5.500 % Senior Notes due 2048

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

5.250 % Senior Notes due 2050

Senior Notes (2)

$ 6,976,834 $ 6,904,841 $ 6,604,266 $ 6,976,834 $ 6,903,318 $ 6,548,127

4 unchanged sentences

(1) Fair value is measured using the market approach and Level - 2 fair value inputs.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

(2) As of March 31, 2025, maturity dates range from 2026 to 2050.

Debt activity.

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

The following table presents the debt activity for the three months ended March 31, 2025:

thousands Carrying Value

Balance at December 31, 2024 $ 7,937,679

Commercial paper borrowings (repayments), net (1)

Issuance of 5.450 % Senior Notes due 2034

Repayment of 3.100 % Senior Notes due 2025

Repayment of 3.950 % Senior Notes due 2025

Repayment of 4.650 % Senior Notes due 2026

Repayment of 4.500 % Senior Notes due 2028

Repayment of 4.750 % Senior Notes due 2028

Repayment of 4.050 % Senior Notes due 2030

Finance lease liabilities ( 90 )

Other ( 3,511 )

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

________________________________________________________________________________________

(1) Net of borrowings and repayments related to commercial paper notes with original maturities of 90 days or less.

Balance at March 31, 2025 $ 7,275,630

WES Operating Senior Notes.

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 September 30, 2024 and 2023.

WES Operating issued the 4.050 % Senior Notes due 2030 and 5.250 % Senior Notes due 2050 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 2030 and 2050, were 4.169 % and 5.363 %, respectively, at March 31, 2025 and 2024.

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

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 first quarter of 2025, WES Operating retired the total principal amount outstanding of the 3.100 % Senior Notes due 2025 at par value (see Debt activity above).

As of March 31, 2025, the 3.950 % Senior Notes due 2025 were classified as short-term debt on the consolidated balance sheet.

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.

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.

During the second quarter of 2023, WES Operating completed the public offering of $ 750.0 million in aggregate principal amount of 6.150 % Senior Notes due 2033.

Net proceeds from the offering were used to repay borrowings under the RCF and for general partnership purposes.

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.

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.

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

In addition, during 2024, WES Operating purchased and retired $ 150.0 million of certain of its senior notes via open-market repurchases with cash from operations.

As of March 31, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

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 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.

In April 2025, WES Operating exercised an option to extend the maturity date of the RCF from April 2029 to April 2030, 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, which is expandable to a maximum of $ 2.5 billion, from all lenders.

As of March 31, 2025, there were no outstanding borrowings, 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 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.

As of March 31, 2025 and 2024, the interest rate on any outstanding RCF borrowings was 5.62 % and 6.63 %, respectively.

The facility - fee rate was 0.20 % at March 31, 2025 and 2024.

As of March 31, 2025, 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 September 30, 2024, there were no outstanding borrowings under the commercial paper program.

Interest expense.

The following table summarizes the amounts included in interest expense:

Three Months Ended

September 30, Nine Months Ended

September 30,

thousands 2024 2023 2024 2023

Long - term and short - term debt

$ ( 93,555 ) $ ( 83,177 ) $ ( 278,361 ) $ ( 249,416 )

Finance lease liabilities ( 632 ) ( 223 ) ( 1,964 ) ( 616 )

Commitment fees and amortization of debt-related costs ( 3,244 ) ( 2,904 ) ( 9,929 ) ( 9,199 )

Capitalized interest 3,282 3,550 11,077 8,625

Interest expense $ ( 94,149 ) $ ( 82,754 ) $ ( 279,177 ) $ ( 250,606 )

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025, there were no outstanding borrowings under the commercial paper program.

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 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.

As of March 31, 2025, and December 31, 2024, the consolidated balance sheets included $ 3.6 million and $ 4.0 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, Powder River Basin complex, DBM water systems, 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 DBM water systems, Powder River Basin complex, West Texas complex, and DJ Basin complex.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORTABLE SEGMENT

Segment overview.

The Partnership’s chief operating decision maker (“CODM”) is the Partnership’s President and Chief Executive Officer who assesses performance and allocates resources on a consolidated basis due to the similar nature of services provided to customers across the Partnership’s domestic asset portfolio.

The CODM does not assess performance and allocate resources separately for Western Midstream Operating, LP.

Accordingly, the Partnership has a single operating and reportable segment, all the assets of which are in the United States and gather, compress, treat, process, and transport natural gas;

gather, stabilize, and transport condensate, NGLs, and crude oil;

and gather and dispose of produced water.

See Revenue and cost of product in Note 1 .

Performance measures.

Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) is used as the performance measure by the Partnership’s CODM in assessing performance and allocating resources to the Partnership’s single operating and reportable segment.

Net income (loss) is the most comparable GAAP metric to the performance metric of non-GAAP Adjusted EBITDA.

The Partnership defines Adjusted EBITDA as net income (loss), plus (i) distributions from equity investments, (ii) non - cash equity - based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) income tax benefit, (v) other income, and (vi) the noncontrolling interest owners’ proportionate share of revenues and expenses.

Adjusted EBITDA is a non-GAAP financial measure that the CODM utilizes to assess (i) the Partnership’s operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis, (ii) the ability of the Partnership’s assets to generate cash flow to make distributions, and (iii) the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

The Partnership’s calculation of Adjusted EBITDA may or may not be comparable to similarly titled measures used by others.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORTABLE SEGMENT

Summarized financial information.

The following table presents information about the Partnership’s single operating and reportable segment including (i) total revenues and other, (ii) significant expenses, and (iii) other segment items:

Three Months Ended

thousands 2025 2024

Revenues from external customers (1)

$ 916,918 $ 887,294

Other revenues

Total revenues and other

917,116 887,729

Equity income, net – related parties 20,435 32,819

Less significant expenses:

Operation and maintenance 226,514 194,939

Cash general and administrative costs (3)

57,704 57,499

Less other segment items:

Depreciation and amortization 170,460 157,991

Interest expense 97,293 94,506

Other (income) expense, net (4)

( 7,477 ) ( 2,346 )

Income tax expense (benefit)

73,070 ( 169,779 )

Net income (loss) $ 316,552 $ 586,216

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(1) Includes Service revenue - fee based, Service revenue - product based, and Product sales.

(2) The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(3) General and administrative expense as presented in the consolidated statements of operations less non - cash equity - based compensation expense and non-cash amortization of cloud-computing arrangements.

(4) Includes interest income earned on cash and cash equivalent balances.

(5) Other includes:

(i) Cost of product, (ii) Non-cash equity-based compensation expense, (iii) non-cash amortization of cloud-computing arrangements, (iv) Property and other taxes, (v) Long - lived asset and other impairments, (vi) Gain (loss) on divestiture and other, net, and (vii) Gain (loss) on early extinguishment of debt.

The CODM uses consolidated total assets as the measure of the Partnership’s single reportable segment assets.

As of March 31, 2025, and December 31, 2024, the consolidated balance sheets included $ 12.5 billion and $ 13.1 billion, respectively, of total assets, which includes $ 527.5 million and $ 541.4 million of assets related to equity investments as of March 31, 2025, and December 31, 2024, respectively.

Capital expenditures for additions to long-lived assets were $ 142.4 million and $ 193.8 million for the three months ended March 31, 2025 and 2024, respectively.

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