What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 139 added, 76 removed, 743 unchanged (22% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands except per-unit amounts

2025 2024 2025 2024

Revenues and other

13 unchanged sentences

Long - lived asset and other impairments

686 1,530 689 1,553

Total operating expenses (2)

24 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Total revenues and other includes related-party amounts of $ 576.2 million and $ 1.1 billion for the three and six months ended June 30, 2025, respectively, and $ 534.1 million and $ 1.0 billion for the three and six months ended June 30, 2024, respectively.

(2) Total operating expenses includes related-party amounts of $( 7.3 ) million and $( 19.4 ) million for the three and six months ended June 30, 2025, respectively, and $ 0.3 million and $( 25.7 ) million for the three and six months ended June 30, 2024, respectively.

(3) See Note 5.

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

thousands except number of units March 31,

thousands except number of units June 30,

2025 December 31,

33 unchanged sentences

Equity and partners’ capital

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 March 31, 2025, and December 31, 2024)

Common units ( 381,328,604 and 380,556,643 units issued and outstanding at June 30, 2025, and December 31, 2024, respectively)

3,179,232 3,224,802

General partner units ( 9,060,641 units issued and outstanding at June 30, 2025, and December 31, 2024)

Total partners’ capital 3,188,962 3,235,605

3 unchanged sentences

________________________________________________________________________________________

(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.

(1) Total assets includes related - party amounts of $ 981.6 million and $ 991.1 million as of June 30, 2025, and December 31, 2024, respectively, which includes related - party Accounts receivable, net of $ 412.5 million and $ 401.3 million as of June 30, 2025, and December 31, 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 607.9 million and $ 529.7 million as of June 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $ 37.0 million and $ 20.6 million as of June 30, 2025, and December 31, 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

14 unchanged sentences

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

Net income (loss) 333,750 7,930 9,082 350,762

Distributions to noncontrolling interest owner of WES Operating — — ( 7,268 ) ( 7,268 )

Distributions to Partnership unitholders ( 347,008 ) ( 8,245 ) — ( 355,253 )

Equity - based compensation expense

10,713 — — 10,713

Other ( 1,588 ) — 2,500 912

Balance at June 30, 2025 $ 3,179,232 $ 9,730 $ 144,475 $ 3,333,437

Partners’ Capital

12 unchanged sentences

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

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

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

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

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

Equity - based compensation expense

10,391 — — 10,391

Other ( 1,831 ) — — ( 1,831 )

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

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

thousands 2025 2024

5 unchanged sentences

Non - cash equity - based compensation expense

18,961 19,814

Deferred income taxes 2,012 259

21 unchanged sentences

Cash flows from financing activities

Borrowings, net of debt issuance costs ( 1,171 ) ( 1,206 )

Repayments of debt ( 1,000,589 ) ( 143,852 )

13 unchanged sentences

Interest paid, net of capitalized interest $ 197,964 $ 177,539

Income taxes paid (reimbursements received) 2,301 —

Accrued capital expenditures 85,153 116,143

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2025 2024 2025 2024

14 unchanged sentences

Long - lived asset and other impairments

686 1,530 689 1,553

Total operating expenses (2)

11 unchanged sentences

________________________________________________________________________________________

(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.

(2) Total operating expenses includes related-party amounts of $( 6.4 ) million and $( 17.0 ) million for the three and six months ended June 30, 2025, respectively, and $ 1.1 million and $( 23.6 ) million for the three and six months ended June 30, 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

thousands except number of units March 31,

thousands except number of units June 30,

2025 December 31,

33 unchanged sentences

Equity and partners’ capital

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

Common units ( 318,675,578 units issued and outstanding at June 30, 2025, and December 31, 2024)

3,371,699 3,399,650

4 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Total assets includes related - party amounts of $ 1.0 billion and $ 987.4 million as of June 30, 2025, and December 31, 2024, respectively, which includes related - party Accounts receivable, net of $ 438.4 million and $ 401.3 million as of June 30, 2025, and December 31, 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 607.9 million and $ 555.9 million as of June 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $ 37.0 million and $ 46.8 million as of June 30, 2025, and December 31, 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

9 unchanged sentences

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

Net income (loss) 348,912 2,102 351,014

Distributions to WES Operating unitholders ( 363,290 ) — ( 363,290 )

Contributions of equity-based compensation from WES 10,563 — 10,563

Other — 2,500 2,500

Balance at June 30, 2025

$ 3,371,699 $ 32,320 $ 3,404,019

thousands Common

8 unchanged sentences

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

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

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

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

Contributions of equity - based compensation from WES

10,247 — 10,247

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

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

thousands 2025 2024

5 unchanged sentences

Non - cash equity - based compensation expense

18,707 19,525

Deferred income taxes 2,012 259

21 unchanged sentences

Cash flows from financing activities

Borrowings, net of debt issuance costs ( 1,171 ) ( 1,206 )

Repayments of debt ( 1,000,589 ) ( 143,852 )

12 unchanged sentences

Interest paid, net of capitalized interest $ 197,964 $ 177,539

Income taxes paid (reimbursements received) 2,301 —

Accrued capital expenditures 85,153 116,143

18 unchanged sentences

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:

As of June 30, 2025, the Partnership’s assets and investments consisted of the following:

Operated Operated

15 unchanged sentences

All significant intercompany transactions have been eliminated.

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”).

Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2024 Form 10-K, as filed with the SEC on February 26, 2025.

Management believes that the disclosures made are adequate to make the information not misleading.

The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements.

1 unchanged sentence

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.

Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2024 Form 10-K, as filed with the SEC on February 26, 2025.

Management believes that the disclosures made are adequate to make the information not misleading.

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.

As of June 30, 2025, and December 31, 2024, Other current assets includes (i) $ 2.6 million and $ 2.5 million, respectively, of NGLs inventory and (ii) $ 9.3 million and $ 0.6 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets.

As of June 30, 2025, and December 31, 2024, Other assets includes (i) $ 3.3 million and $ 5.5 million, respectively, of NGLs line - fill inventory, and (ii) $ 105.0 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;

5 unchanged sentences

See Note 11 .

Equity-based compensation.

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

1 unchanged sentence

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Equity-based compensation.

During the six months ended June 30, 2025 and 2024, the Partnership issued 771,961 common units and 971,391 common units, respectively, under its long-term incentive plans.

Compensation expense was $ 10.7 million and $ 19.0 million for the three and six months ended June 30, 2025, respectively, and $ 10.4 million and $ 19.8 million for the three and six months ended June 30, 2024, respectively.

New accounting pronouncements not yet adopted.

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2025 2024 2025 2024

8 unchanged sentences

Contract balances.

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.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets, were $ 698.1 million and $ 693.9 million as of June 30, 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)

Contract assets balance at March 31, 2025

Contract assets at March 31, 2025

Contract assets balance at June 30, 2025

Contract assets at June 30, 2025

Other current assets $ 17,333

1 unchanged sentence

Total contract assets from contracts with customers $ 42,507

_________________________________________________________________________________________

(1) Includes $( 1.7 ) million for the three months ended June 30, 2025.

(2) Includes $ 0.8 million for the three months ended June 30, 2025.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

6 unchanged sentences

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

Contract liabilities balance at March 31, 2025

Contract liabilities at March 31, 2025

Contract liabilities balance at June 30, 2025

Contract liabilities at June 30, 2025

Accrued liabilities $ 10,887

1 unchanged sentence

Total contract liabilities from contracts with customers $ 673,610

_________________________________________________________________________________________

(1) Includes $ 36.0 million for the three months ended June 30, 2025.

(2) Includes $( 2.8 ) million for the three months ended June 30, 2025.

Transaction price allocated to remaining performance obligations.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2025, are presented in the table below.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 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.

6 unchanged sentences

Total $ 7,047,883

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

5 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.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PARTNERSHIP DISTRIBUTIONS

12 unchanged sentences

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

June 30 0.910 355,254 August 14, 2025 August 1, 2025

WES Operating partnership distributions.

9 unchanged sentences

March 31 $ 363,290 May 2025

June 30 363,290 August 2025

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 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 Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 2025, Occidental held 165,681,578 common units, representing a 42.4 % 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 215,647,026 common units, representing a 55.3 % limited partner interest in the Partnership.

2 unchanged sentences

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

During the three months ended March 31, 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.

During the six months ended June 30, 2025, the Partnership repurchased no common units.

As of June 30, 2025, the Partnership had an authorized amount of $ 250.0 million remaining under the program.

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

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands except per-unit amounts 2025 2024 2025 2024

18 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2025 2024 2025 2024

16 unchanged sentences

Balance sheets

thousands March 31,

thousands June 30,

2025 December 31,

17 unchanged sentences

Statements of cash flows

Three Months Ended

Six Months Ended

thousands 2025 2024

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2025 2024 2025 2024

4 unchanged sentences

Balance sheets

thousands March 31,

thousands June 30,

2025 December 31,

8 unchanged sentences

Statements of cash flows

Three Months Ended

Six Months Ended

thousands 2025 2024

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 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.

Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 36 % for both the three and six months ended June 30, 2025, and 34 % and 33 % for the three and six months ended June 30, 2024, respectively.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 92 % for both the three and six months ended June 30, 2025, and 90 % for both the three and six months ended June 30, 2024.

Produced-water throughput attributable to production owned or controlled by Occidental was 79 % and 80 % for the three and six months ended June 30, 2025, respectively, and 77 % for both the three and six months ended June 30, 2024.

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.

34 unchanged sentences

income, net Distributions Distributions

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

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

TEP 20.00 % 170,060 3,598 ( 3,661 ) ( 4,059 ) 165,938

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

Balance at June 30, 2025

Mi Vida 50.00 % $ 42,765 $ 5,195 $ ( 5,248 ) $ ( 2,301 ) $ 40,411

FRP 33.33 % 183,588 23,657 ( 25,695 ) ( 3,302 ) 178,248

Red Bluff Express 30.00 % 115,085 8,016 ( 8,016 ) ( 1,478 ) 113,607

Rendezvous 22.00 % 5,639 ( 1,138 ) ( 491 ) ( 896 ) 3,114

TEP 20.00 % 170,060 9,824 ( 9,949 ) ( 4,062 ) 165,873

TEG 20.00 % 14,496 533 ( 544 ) ( 168 ) 14,317

White Cliffs 10.00 % 9,802 1,476 ( 1,476 ) ( 1,840 ) 7,962

Total $ 541,435 $ 47,563 $ ( 51,419 ) $ ( 14,047 ) $ 523,532

6 unchanged sentences

The Partnership WES Operating

thousands March 31,

thousands June 30,

2025 December 31,

2024 March 31,

2024 June 30,

2025 December 31,

4 unchanged sentences

The Partnership WES Operating

thousands March 31,

thousands June 30,

2025 December 31,

2024 March 31,

2024 June 30,

2025 December 31,

9 unchanged sentences

The Partnership WES Operating

thousands March 31,

thousands June 30,

2025 December 31,

2024 March 31,

2024 June 30,

2025 December 31,

15 unchanged sentences

The following table presents the outstanding debt:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

thousands Principal Carrying

13 unchanged sentences

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

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

(2) As of June 30, 2025, maturity dates range from 2026 to 2050.

Debt activity.

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

The following table presents the debt activity for the six months ended June 30, 2025:

thousands Carrying Value

1 unchanged sentence

Repayment of 3.100 % Senior Notes due 2025

Repayment of 3.950 % Senior Notes due 2025

Finance lease liabilities ( 3,328 )

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

Balance at June 30, 2025 $ 6,937,341

WES Operating Senior Notes.

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.

In January 2020, WES Operating issued the 4.050 % Senior Notes due 2030 and 5.250 % Senior Notes due 2050.

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

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 second quarter of 2025, WES Operating retired the total principal amount outstanding of the 3.950 % Senior Notes due 2025 at par value.

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.

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 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.

Net proceeds from the offering were used to repay a portion of the 3.100 % and 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.

As of June 30, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

2 unchanged sentences

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.

The non - extending lender’s commitments mature in April 2028 and represent $ 120.0 million out of $ 2.0 billion of total commitments, which are expandable to a maximum of $ 2.5 billion, from all lenders.

As of June 30, 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 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.

As of June 30, 2025 and 2024, the interest rate on any outstanding RCF borrowings was 5.62 % and 6.64 %, respectively.

The facility - fee rate was 0.20 % at June 30, 2025 and 2024.

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

As of June 30, 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 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.

As of June 30, 2025, and December 31, 2024, the consolidated balance sheets included $ 3.5 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 DBM water systems, Powder River Basin complex, West Texas complex, and DJ Basin complex.

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, West Texas complex, Powder River Basin complex, and DJ Basin complex.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

7 unchanged sentences

and gather and dispose of produced water.

See Revenue and cost of product in Note 1 .

Performance measures.

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2025 2024 2025 2024

2 unchanged sentences

Other revenues

181 267 379 702

Total revenues and other

12 unchanged sentences

2,239 755 5,674 2,277

74,220 20,102 147,290 ( 149,677 )

Net income (loss) $ 350,762 $ 387,564 $ 667,314 $ 973,780

7 unchanged sentences

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.

As of June 30, 2025, and December 31, 2024, the consolidated balance sheets included $ 12.2 billion and $ 13.1 billion, respectively, of total assets, which includes $ 523.5 million and $ 541.4 million of assets related to equity investments as of June 30, 2025, and December 31, 2024, respectively.

Capital expenditures for additions to long-lived assets were $ 321.0 million and $ 405.7 million for the six months ended June 30, 2025 and 2024, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENT

On August 6, 2025, the Partnership entered into an agreement to acquire Aris Water Solutions Inc.

(“Aris”) by merger in an equity-and-cash transaction valued at $ 1.5 billion, plus Aris’s outstanding debt of $ 500 million of senior notes.

Under the terms of the merger agreement, Aris shareholders may elect to receive 0.625 common units of the Partnership, $ 25.00 in cash (without interest), or a combination of both, for each share of Aris common stock held, with the cash consideration being subject to proration to ensure that the total cash consideration paid by the Partnership will not exceed $ 415 million.

In the aggregate, the Partnership expects to issue approximately 26.6 million common units and pay approximately $ 415 million in cash, assuming maximum cash consideration.

The Partnership expects to fund the non-equity portion of the transaction with cash on hand, borrowings under the RCF, and/or commercial paper.

Aris’s water infrastructure assets, located in Lea and Eddy Counties, New Mexico and West Texas, include approximately 790 miles of produced-water pipeline, 1,800 MBbls/d of produced-water handling capacity, 1,400 MBbls/d of water recycling capacity and 625,000 dedicated acres.

The merger agreement, which was unanimously approved by the Boards of Directors of Aris and the General Partner, is subject to customary closing conditions, regulatory approvals, and Aris shareholder approval, and is expected to close in the fourth quarter of 2025.

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What changed 10-Q

Item 1. Financial Statements