Item 1. Financial Statements
Item 1. Financial Statements
WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30, Six Months Ended
June 30,
thousands except per-unit amounts
2025 2024 2025 2024
Revenues and other
Service revenues – fee based $ 851,419 $ 793,785 $ 1,674,616 $ 1,575,047
Service revenues – product based 50,442 61,466 109,694 128,206
Product sales 40,280 50,111 74,749 89,403
Other 181 267 379 702
Total revenues and other (1)
942,322 905,629 1,859,438 1,793,358
Equity income, net – related parties 27,128 27,431 47,563 60,250
Operating expenses
Cost of product 42,681 54,010 84,173 100,089
Operation and maintenance 224,629 223,319 451,143 418,258
General and administrative 66,146 62,933 132,932 130,772
Property and other taxes 17,805 17,429 35,631 31,349
Depreciation and amortization 172,113 163,432 342,573 321,423
Long - lived asset and other impairments
686 1,530 689 1,553
Total operating expenses (2)
524,060 522,653 1,047,141 1,003,444
Gain (loss) on divestiture and other, net ( 911 ) 59,342 ( 5,578 ) 298,959
Operating income (loss) 444,479 469,749 854,282 1,149,123
Interest expense ( 95,170 ) ( 90,522 ) ( 192,463 ) ( 185,028 )
Gain (loss) on early extinguishment of debt — 4,879 — 5,403
Other income (expense), net 3,692 4,213 11,169 6,559
Income (loss) before income taxes 353,001 388,319 672,988 976,057
Income tax expense (benefit) 2,239 755 5,674 2,277
Net income (loss) 350,762 387,564 667,314 973,780
Net income (loss) attributable to noncontrolling interests 9,082 8,916 16,627 22,302
Net income (loss) attributable to Western Midstream Partners, LP $ 341,680 $ 378,648 $ 650,687 $ 951,478
Limited partners’ interest in net income (loss):
Net income (loss) attributable to Western Midstream Partners, LP $ 341,680 $ 378,648 $ 650,687 $ 951,478
General partner interest in net (income) loss ( 7,930 ) ( 8,807 ) ( 15,100 ) ( 22,137 )
Limited partners’ interest in net income (loss) (3)
333,750 369,841 635,587 929,341
Net income (loss) per common unit – basic (3)
$ 0.88 $ 0.97 $ 1.67 $ 2.44
Net income (loss) per common unit – diluted (3)
$ 0.87 $ 0.97 $ 1.66 $ 2.43
Weighted - average common units outstanding – basic (3)
381,328 380,491 381,158 380,258
Weighted - average common units outstanding – diluted (3)
382,326 382,253 382,398 381,933
_________________________________________________________________________________________
(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. See Note 6 .
(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. See Note 6 .
(3) See Note 5.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of units June 30,
2025 December 31,
2024
ASSETS
Current assets
Cash and cash equivalents $ 129,732 $ 1,090,464
Accounts receivable, net 704,629 701,838
Other current assets 70,646 54,888
Total current assets 905,007 1,847,190
Property, plant, and equipment
Cost 15,846,749 15,509,910
Less accumulated depreciation 6,106,545 5,795,301
Net property, plant, and equipment 9,740,204 9,714,609
Goodwill 4,783 4,783
Other intangible assets 633,907 649,740
Equity investments 523,532 541,435
Other assets
352,096 387,028
Total assets (1)
$ 12,159,529 $ 13,144,785
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables $ 357,037 $ 312,945
Short - term debt
13,233 1,011,032
Accrued ad valorem taxes 35,419 38,319
Accrued liabilities 289,110 329,398
Total current liabilities 694,799 1,691,694
Long-term liabilities
Long - term debt
6,924,108 6,926,647
Deferred income taxes 31,691 29,679
Asset retirement obligations 385,224 370,195
Other liabilities 790,270 751,400
Total long - term liabilities
8,131,293 8,077,921
Total liabilities (2)
8,826,092 9,769,615
Equity and partners’ capital
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)
9,730 10,803
Total partners’ capital 3,188,962 3,235,605
Noncontrolling interests 144,475 139,565
Total equity and partners’ capital 3,333,437 3,375,170
Total liabilities, equity, and partners’ capital $ 12,159,529 $ 13,144,785
________________________________________________________________________________________
(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. See Note 6 .
(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 Note 6 .
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
Partners’ Capital
thousands Common
Units General Partner
Units Noncontrolling
Interests Total
Balance at December 31, 2024 $ 3,224,802 $ 10,803 $ 139,565 $ 3,375,170
Net income (loss) 301,837 7,170 7,545 316,552
Distributions to noncontrolling interest owner of WES Operating — — ( 6,949 ) ( 6,949 )
Distributions to Partnership unitholders ( 333,068 ) ( 7,928 ) — ( 340,996 )
Equity - based compensation expense
8,248 — — 8,248
Other ( 18,454 ) — — ( 18,454 )
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
thousands Common
Units General Partner
Units Noncontrolling
Interests Total
Balance at December 31, 2023 $ 2,894,231 $ 3,193 $ 131,706 $ 3,029,130
Net income (loss) 559,500 13,330 13,386 586,216
Distributions to Chipeta noncontrolling interest owner — — ( 1,085 ) ( 1,085 )
Distributions to noncontrolling interest owner of WES Operating — — ( 4,591 ) ( 4,591 )
Distributions to Partnership unitholders ( 218,228 ) ( 5,210 ) — ( 223,438 )
Equity - based compensation expense
9,423 — — 9,423
Other ( 19,364 ) — — ( 19,364 )
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.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
thousands 2025 2024
Cash flows from operating activities
Net income (loss) $ 667,314 $ 973,780
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 342,573 321,423
Long - lived asset and other impairments
689 1,553
Non - cash equity - based compensation expense
18,961 19,814
Deferred income taxes 2,012 259
Accretion and amortization of long - term obligations, net
4,234 4,663
Equity income, net – related parties ( 47,563 ) ( 60,250 )
Distributions from equity - investment earnings – related parties
51,419 57,004
(Gain) loss on divestiture and other, net 5,578 ( 298,959 )
(Gain) loss on early extinguishment of debt — ( 5,403 )
Other 233 149
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net ( 2,791 ) ( 25,278 )
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net ( 15,645 ) ( 87,045 )
Change in other items, net 67,756 129,416
Net cash provided by operating activities 1,094,770 1,031,126
Cash flows from investing activities
Capital expenditures
( 321,025 ) ( 405,653 )
Acquisitions from third parties — ( 443 )
Distributions from equity investments in excess of cumulative earnings – related parties 14,047 24,303
Proceeds from the sale of assets to third parties 34 788,941
(Increase) decrease in materials and supplies inventory and other ( 7,820 ) ( 25,294 )
Net cash provided by (used in) investing activities
( 314,764 ) 381,854
Cash flows from financing activities
Borrowings, net of debt issuance costs ( 1,171 ) ( 1,206 )
Repayments of debt ( 1,000,589 ) ( 143,852 )
Commercial paper borrowings (repayments), net
— ( 610,312 )
Increase (decrease) in outstanding checks ( 7,656 ) 14,172
Distributions to Partnership unitholders (1)
( 696,249 ) ( 564,296 )
Distributions to Chipeta noncontrolling interest owner — ( 1,678 )
Distributions to noncontrolling interest owner of WES Operating ( 14,217 ) ( 11,546 )
Other ( 20,856 ) ( 22,930 )
Net cash provided by (used in) financing activities ( 1,740,738 ) ( 1,341,648 )
Net increase (decrease) in cash and cash equivalents ( 960,732 ) 71,332
Cash and cash equivalents at beginning of period 1,090,464 272,787
Cash and cash equivalents at end of period $ 129,732 $ 344,119
Supplemental disclosures
Interest paid, net of capitalized interest $ 197,964 $ 177,539
Income taxes paid (reimbursements received) 2,301 —
Accrued capital expenditures 85,153 116,143
_________________________________________________________________________________________
(1) Includes related-party amounts. See Note 6 .
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30, Six Months Ended
June 30,
thousands 2025 2024 2025 2024
Revenues and other
Service revenues – fee based $ 851,419 $ 793,785 $ 1,674,616 $ 1,575,047
Service revenues – product based 50,442 61,466 109,694 128,206
Product sales 40,280 50,111 74,749 89,403
Other 181 267 379 702
Total revenues and other (1)
942,322 905,629 1,859,438 1,793,358
Equity income, net – related parties 27,128 27,431 47,563 60,250
Operating expenses
Cost of product 42,681 54,010 84,173 100,089
Operation and maintenance 224,629 223,319 451,143 418,258
General and administrative 65,845 62,001 132,819 129,480
Property and other taxes 17,805 17,429 35,631 31,349
Depreciation and amortization 172,113 163,432 342,573 321,423
Long - lived asset and other impairments
686 1,530 689 1,553
Total operating expenses (2)
523,759 521,721 1,047,028 1,002,152
Gain (loss) on divestiture and other, net ( 911 ) 59,342 ( 5,578 ) 298,959
Operating income (loss) 444,780 470,681 854,395 1,150,415
Interest expense ( 95,170 ) ( 90,522 ) ( 192,463 ) ( 185,028 )
Gain (loss) on early extinguishment of debt — 4,879 — 5,403
Other income (expense), net 3,643 4,145 11,074 6,432
Income (loss) before income taxes 353,253 389,183 673,006 977,222
Income tax expense (benefit) 2,239 755 5,674 2,277
Net income (loss) 351,014 388,428 667,332 974,945
Net income (loss) attributable to noncontrolling interest 2,102 1,169 3,344 2,855
Net income (loss) attributable to Western Midstream Operating, LP $ 348,912 $ 387,259 $ 663,988 $ 972,090
________________________________________________________________________________________
(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. See Note 6 .
(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 Note 6 .
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of units June 30,
2025 December 31,
2024
ASSETS
Current assets
Cash and cash equivalents $ 123,647 $ 1,084,446
Accounts receivable, net 730,576 701,814
Other current assets 66,823 53,775
Total current assets 921,046 1,840,035
Property, plant, and equipment
Cost 15,846,749 15,509,910
Less accumulated depreciation 6,106,545 5,795,301
Net property, plant, and equipment 9,740,204 9,714,609
Goodwill 4,783 4,783
Other intangible assets 633,907 649,740
Equity investments 523,532 541,435
Other assets
349,123 383,808
Total assets (1)
$ 12,172,595 $ 13,134,410
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables $ 356,901 $ 339,108
Short - term debt
13,233 1,011,032
Accrued ad valorem taxes 35,419 38,319
Accrued liabilities 235,753 248,589
Total current liabilities 641,306 1,637,048
Long-term liabilities
Long - term debt
6,924,108 6,926,647
Deferred income taxes 31,691 29,679
Asset retirement obligations 385,224 370,195
Other liabilities 786,247 744,715
Total long - term liabilities
8,127,270 8,071,236
Total liabilities (2)
8,768,576 9,708,284
Equity and partners’ capital
Common units ( 318,675,578 units issued and outstanding at June 30, 2025, and December 31, 2024)
3,371,699 3,399,650
Total partners’ capital 3,371,699 3,399,650
Noncontrolling interest 32,320 26,476
Total equity and partners’ capital 3,404,019 3,426,126
Total liabilities, equity, and partners’ capital $ 12,172,595 $ 13,134,410
_________________________________________________________________________________________
(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. See Note 6 .
(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 Note 6 .
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
thousands Common
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 WES Operating unitholders ( 347,356 ) — ( 347,356 )
Contributions of equity - based compensation from WES
8,144 — 8,144
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
Units Noncontrolling
Interest Total
Balance at December 31, 2023 $ 3,027,031 $ 25,323 $ 3,052,354
Net income (loss) 584,831 1,686 586,517
Distributions to Chipeta noncontrolling interest owner — ( 1,085 ) ( 1,085 )
Distributions to WES Operating unitholders ( 229,446 ) — ( 229,446 )
Contributions of equity - based compensation from WES
9,278 — 9,278
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.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
thousands 2025 2024
Cash flows from operating activities
Net income (loss) $ 667,332 $ 974,945
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 342,573 321,423
Long - lived asset and other impairments
689 1,553
Non - cash equity - based compensation expense
18,707 19,525
Deferred income taxes 2,012 259
Accretion and amortization of long - term obligations, net
4,234 4,663
Equity income, net – related parties ( 47,563 ) ( 60,250 )
Distributions from equity - investment earnings – related parties
51,419 57,004
(Gain) loss on divestiture and other, net 5,578 ( 298,959 )
(Gain) loss on early extinguishment of debt — ( 5,403 )
Other 233 149
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net ( 28,762 ) ( 31,401 )
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net ( 14,492 ) ( 103,623 )
Change in other items, net 72,881 129,620
Net cash provided by operating activities 1,074,841 1,009,505
Cash flows from investing activities
Capital expenditures
( 321,025 ) ( 405,653 )
Acquisitions from third parties — ( 443 )
Distributions from equity investments in excess of cumulative earnings – related parties 14,047 24,303
Proceeds from the sale of assets to third parties 34 788,941
(Increase) decrease in materials and supplies inventory and other ( 7,820 ) ( 25,294 )
Net cash provided by (used in) investing activities
( 314,764 ) 381,854
Cash flows from financing activities
Borrowings, net of debt issuance costs ( 1,171 ) ( 1,206 )
Repayments of debt ( 1,000,589 ) ( 143,852 )
Commercial paper borrowings (repayments), net
— ( 610,312 )
Increase (decrease) in outstanding checks ( 7,656 ) 14,208
Distributions to WES Operating unitholders (1)
( 710,646 ) ( 577,121 )
Distributions to Chipeta noncontrolling interest owner — ( 1,678 )
Other ( 814 ) ( 1,735 )
Net cash provided by (used in) financing activities ( 1,720,876 ) ( 1,321,696 )
Net increase (decrease) in cash and cash equivalents ( 960,799 ) 69,663
Cash and cash equivalents at beginning of period 1,084,446 268,184
Cash and cash equivalents at end of period $ 123,647 $ 337,847
Supplemental disclosures
Interest paid, net of capitalized interest $ 197,964 $ 177,539
Income taxes paid (reimbursements received) 2,301 —
Accrued capital expenditures 85,153 116,143
________________________________________________________________________________________
(1) Includes related-party amounts. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
General. 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. 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. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “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; gathering, stabilizing, and transporting condensate, natural - gas liquids (“NGLs”), and crude oil; and gathering and disposing of produced water. 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 June 30, 2025, the Partnership’s assets and investments consisted of the following:
Wholly
Owned and
Operated Operated
Interests Equity
Interests
Gathering systems (1)
18 2 1
Treating facilities 43 3 —
Processing plants/trains
27 3 1
NGLs pipelines 3 — 4
Natural - gas pipelines
6 — 1
Crude - oil pipelines
2 1 1
_________________________________________________________________________________________
(1) Includes the DBM water systems.
These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
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 or other financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments. All significant intercompany transactions have been eliminated.
The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements. Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately. 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.
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.
Use of estimates. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, using historical experience and other reasonable methods. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Effects on the business, financial condition, and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revisions become known. The information included herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements.
Noncontrolling interests. The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25 % third - party interest in Chipeta and (ii) the 2.0 % limited partner interest in WES Operating owned by an Occidental subsidiary. WES Operating’s noncontrolling interest in the consolidated financial statements consists of the 25 % third - party interest in Chipeta.
Inventory. 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.
Segments. 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; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather and dispose of produced water in the United States.
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 .
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. 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. 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.
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
The following table summarizes revenue from contracts with customers:
Three Months Ended
June 30, Six Months Ended
June 30,
thousands 2025 2024 2025 2024
Revenue from customers
Service revenues – fee based $ 851,419 $ 793,785 $ 1,674,616 $ 1,575,047
Service revenues – product based 50,442 61,466 109,694 128,206
Product sales 40,280 50,111 74,749 89,403
Total revenue from customers 942,141 905,362 1,859,059 1,792,656
Revenue from other than customers
Other 181 267 379 702
Total revenues and other $ 942,322 $ 905,629 $ 1,859,438 $ 1,793,358
Contract balances. 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. The following table summarizes activity related to contract assets from contracts with customers:
thousands
Contract assets balance at December 31, 2024
$ 43,186
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period (1)
( 3,568 )
Additional estimated revenues recognized (2)
2,889
Contract assets balance at June 30, 2025
$ 42,507
Contract assets at June 30, 2025
Other current assets $ 17,333
Other assets 25,174
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
Contract liabilities primarily relate to (i) fixed and variable fees under cost - of - service contracts that are received from customers for which revenue recognition is deferred, (ii) aid - in - construction payments received from customers that must be recognized over the expected period of customer benefit, and (iii) fees that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of customer benefit.
The following table summarizes activity related to contract liabilities from contracts with customers:
thousands
Contract liabilities balance at December 31, 2024
$ 610,571
Cash received or receivable, excluding revenues recognized during the period (1)
69,746
Revenues recognized that were included in the contract liability balance at the beginning of the period (2)
( 6,707 )
Contract liabilities balance at June 30, 2025
$ 673,610
Contract liabilities at June 30, 2025
Accrued liabilities $ 10,887
Other liabilities 662,723
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 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. Therefore, the following table represents only a portion of expected future revenues from existing contracts, as most future revenues from customers are dependent on future variable customer volumes and, in some cases, variable commodity prices for those volumes.
thousands
Remainder of 2025 $ 535,607
2026 1,164,379
2027 1,145,538
2028 962,239
2029 1,469,620
Thereafter 1,770,500
Total $ 7,047,883
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES
Marcellus Interest systems. During the second quarter of 2024, the Partnership closed on the sale of its 33.75 % interest in the Marcellus Interest systems for proceeds of $ 206.2 million, resulting in a net gain on sale of $ 63.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.
Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn. 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, (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.
4. PARTNERSHIP DISTRIBUTIONS
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:
thousands except per-unit amounts
Quarters Ended
Total Quarterly
Per-unit
Distribution Total Quarterly
Cash Distribution Distribution
Date Record
Date
2024
March 31 $ 0.875 $ 340,858 May 15, 2024 May 1, 2024
June 30 0.875 340,859 August 14, 2024 August 1, 2024
September 30 0.875 340,914 November 14, 2024 November 1, 2024
December 31 0.875 340,996 February 14, 2025 February 3, 2025
2025
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. 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:
thousands
Quarters Ended
Total Quarterly
Cash Distribution Distribution
Date
2024
March 31 $ 347,675 May 2024
June 30 347,675 August 2024
September 30 347,356 November 2024
December 31 347,356 February 2025
2025
March 31 $ 363,290 May 2025
June 30 363,290 August 2025
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. EQUITY AND PARTNERS’ CAPITAL
Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 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.
Partnership equity repurchases. 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 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. 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 following table provides a reconciliation between basic and diluted net income (loss) per common unit:
Three Months Ended
June 30, Six Months Ended
June 30,
thousands except per-unit amounts 2025 2024 2025 2024
Net income (loss)
Limited partners’ interest in net income (loss) $ 333,750 $ 369,841 $ 635,587 $ 929,341
Weighted-average common units outstanding
Basic 381,328 380,491 381,158 380,258
Dilutive effect of non-vested phantom units 998 1,762 1,240 1,675
Diluted 382,326 382,253 382,398 381,933
Excluded due to anti-dilutive effect 488 — 353 6
Net income (loss) per common unit
Basic $ 0.88 $ 0.97 $ 1.67 $ 2.44
Diluted $ 0.87 $ 0.97 $ 1.66 $ 2.43
WES Operating’s net income (loss) per common unit. Net income (loss) per common unit for WES Operating is not calculated because it has no publicly traded units.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
Summary of related-party transactions. The following tables summarize material related - party transactions included in the Partnership’s consolidated financial statements:
Statements of operations
Three Months Ended
June 30, Six Months Ended
June 30,
thousands 2025 2024 2025 2024
Revenues and other
Service revenues – fee based $ 559,192 $ 513,088 $ 1,100,937 $ 1,002,817
Service revenues – product based 12,254 16,493 24,113 30,550
Product sales 4,801 4,510 9,599 533
Total revenues and other 576,247 534,091 1,134,649 1,033,900
Equity income, net – related parties (1)
27,128 27,431 47,563 60,250
Operating expenses
Cost of product (2)
( 9,028 ) ( 4,635 ) ( 23,042 ) ( 32,047 )
Operation and maintenance 1,560 4,703 3,481 6,142
General and administrative 179 254 210 254
Total operating expenses ( 7,289 ) 322 ( 19,351 ) ( 25,651 )
_________________________________________________________________________________________
(1) See Note 7 .
(2) Includes related-party natural - gas and NGLs imbalances.
Balance sheets
thousands June 30,
2025 December 31,
2024
Assets
Accounts receivable, net $ 412,453 $ 401,315
Other current assets 9,168 6,671
Equity investments (1)
523,532 541,435
Other assets 36,417 41,641
Total assets 981,570 991,062
Liabilities
Accounts and imbalance payables 36,987 20,609
Accrued liabilities 4,715 4,717
Other liabilities (2)
566,162 504,415
Total liabilities 607,864 529,741
_________________________________________________________________________________________
(1) See Note 7 .
(2) Includes contract liabilities from contracts with customers. See Note 2 .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
Statements of cash flows
Six Months Ended
June 30,
thousands 2025 2024
Distributions from equity - investment earnings – related parties
$ 51,419 $ 57,004
Distributions from equity investments in excess of cumulative earnings – related parties 14,047 24,303
Distributions to Partnership unitholders (1)
( 311,914 ) ( 281,651 )
Distributions to WES Operating unitholders (2)
( 14,217 ) ( 11,546 )
_________________________________________________________________________________________
(1) Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership. See Note 4 and Note 5 .
(2) Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5 .
The following tables summarize material related - party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements:
Statements of operations
Three Months Ended
June 30, Six Months Ended
June 30,
thousands 2025 2024 2025 2024
General and administrative (1)
$ 1,019 $ 1,042 $ 2,556 $ 2,348
_________________________________________________________________________________________
(1) Includes an intercompany service fee between the Partnership and WES Operating.
Balance sheets
thousands June 30,
2025 December 31,
2024
Accounts receivable, net (1)
$ 438,416 $ 401,315
Other current assets 6,798 6,263
Other assets 33,441 38,421
Accounts and imbalance payables (1)
36,987 46,773
_________________________________________________________________________________________
(1) Includes balances related to transactions between the Partnership and WES Operating.
Statements of cash flows
Six Months Ended
June 30,
thousands 2025 2024
Distributions to WES Operating unitholders (1)
$ ( 710,646 ) $ ( 577,121 )
_________________________________________________________________________________________
(1) Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
Related-party revenues. Related - party revenues include amounts earned by the Partnership from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental.
Gathering and processing agreements. 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 % 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. If such discussions are resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non - cash charge to earnings.
Marketing Services. Prior to January 1, 2021, Occidental provided marketing-related services to certain of the Partnership’s subsidiaries. While the Partnership now markets and sells substantially all of its crude oil, residue gas, and NGLs directly to third parties, it does still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.
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, 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. Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related - party imbalances, and transactions with affiliates accounted for under the equity method of accounting. See Marketing Services in the section above. Related - party expenses bear no direct relationship to related - party revenues, and third - party expenses bear no direct relationship to third - party revenues.
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
Construction reimbursement agreements and purchases and sales with related parties . From time to time, the Partnership enters into construction reimbursement agreements with Occidental providing that the Partnership will manage the construction of certain midstream infrastructure for Occidental in the Partnership’s areas of operation. Such arrangements generally provide for a reimbursement of costs incurred by the Partnership on a cost or cost-plus basis.
Additionally, from time to time, in support of the Partnership’s business, the Partnership purchases and sells equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates.
Related-party commercial agreement. 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.
Customer concentration. Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented in the consolidated statements of operations.
7. EQUITY INVESTMENTS
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
in excess of
cumulative
earnings (1)
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
_________________________________________________________________________________________
(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. SELECTED COMPONENTS OF WORKING CAPITAL
A summary of accounts receivable, net is as follows:
The Partnership WES Operating
thousands June 30,
2025 December 31,
2024 June 30,
2025 December 31,
2024
Trade receivables, net $ 704,408 $ 701,225 $ 730,371 $ 701,225
Other receivables, net 221 613 205 589
Total accounts receivable, net $ 704,629 $ 701,838 $ 730,576 $ 701,814
A summary of other current assets is as follows:
The Partnership WES Operating
thousands June 30,
2025 December 31,
2024 June 30,
2025 December 31,
2024
NGLs inventory $ 2,642 $ 2,514 $ 2,642 $ 2,514
Materials and supplies
9,334 613 9,334 613
Imbalance receivables 6,834 7,253 6,834 7,253
Prepaid insurance 7,957 15,418 6,505 14,712
Contract assets 17,333 12,358 17,333 12,358
Other 26,546 16,732 24,175 16,325
Total other current assets $ 70,646 $ 54,888 $ 66,823 $ 53,775
A summary of accrued liabilities is as follows:
The Partnership WES Operating
thousands June 30,
2025 December 31,
2024 June 30,
2025 December 31,
2024
Accrued interest expense $ 123,630 $ 133,365 $ 123,630 $ 133,365
Short - term asset retirement obligations
7,898 12,830 7,898 12,830
Short - term remediation and reclamation obligations
2,558 2,585 2,558 2,585
Income taxes payable 5,947 4,585 5,947 4,585
Contract liabilities 10,887 11,055 10,887 11,055
Accrued payroll and benefits 50,707 66,563 — —
Short-term lease liabilities
61,323 58,897 61,323 58,897
Other 26,160 39,518 23,510 25,272
Total accrued liabilities $ 289,110 $ 329,398 $ 235,753 $ 248,589
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. DEBT
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:
June 30, 2025 December 31, 2024
thousands Principal Carrying
Value Fair
Value (1)
Principal Carrying
Value Fair
Value (1)
Short - term debt
Senior Notes
$ — $ — $ — $ 1,000,589 $ 1,000,076 $ 997,666
Finance lease liabilities 13,233 13,233 13,233 10,956 10,956 10,956
Total short - term debt
$ 13,233 $ 13,233 $ 13,233 $ 1,011,545 $ 1,011,032 $ 1,008,622
Long - term debt
Senior Notes (2)
$ 6,976,834 $ 6,906,384 $ 6,583,226 $ 6,976,834 $ 6,903,318 $ 6,548,127
Finance lease liabilities 17,724 17,724 17,724 23,329 23,329 23,329
Total long - term debt
$ 6,994,558 $ 6,924,108 $ 6,600,950 $ 7,000,163 $ 6,926,647 $ 6,571,456
_________________________________________________________________________________________
(1) Fair value is measured using the market approach and Level - 2 fair value inputs.
(2) As of June 30, 2025, maturity dates range from 2026 to 2050.
Debt activity. The following table presents the debt activity for the six months ended June 30, 2025:
thousands Carrying Value
Balance at December 31, 2024 $ 7,937,679
Repayment of 3.100 % Senior Notes due 2025
( 663,831 )
Repayment of 3.950 % Senior Notes due 2025
( 336,758 )
Finance lease liabilities ( 3,328 )
Other 3,579
Balance at June 30, 2025 $ 6,937,341
WES Operating Senior Notes. In January 2020, WES Operating issued the 4.050 % Senior Notes due 2030 and 5.250 % Senior Notes due 2050. 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 June 30, 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 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 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 June 30, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. DEBT
Revolving credit facility. 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 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 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. In November 2023, WES Operating entered into an unsecured commercial paper program under which it may issue (and have outstanding at any one time) an aggregate principal amount up to $ 2.0 billion. WES Operating intends to maintain a minimum aggregate available borrowing capacity under the RCF equal to the aggregate amount of outstanding commercial paper borrowings. The maturities of the notes may vary but may not exceed 397 days. As of June 30, 2025, there were no outstanding borrowings under the commercial paper program.
10. COMMITMENTS AND CONTINGENCIES
Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of June 30, 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. The majority of payments related to these obligations are expected to be made over the next year. See Note 8 .
Litigation and legal proceedings. From time to time, the Partnership is involved in legal, tax, regulatory, and other proceedings in various forums regarding performance, contracts, and other matters that arise in the ordinary course of business. Management is not aware of any such proceeding for which the final disposition could have a material adverse effect on the Partnership’s financial condition, results of operations, or cash flows.
Other commitments. 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, West Texas complex, Powder River Basin complex, and DJ Basin complex.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. 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.
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.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. 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
June 30, Six Months Ended
June 30,
thousands 2025 2024 2025 2024
Revenues from external customers (1)
$ 942,141 $ 905,362 $ 1,859,059 $ 1,792,656
Other revenues
181 267 379 702
Total revenues and other
942,322 905,629 1,859,438 1,793,358
Equity income, net – related parties 27,128 27,431 47,563 60,250
Less significant expenses: (2)
Operation and maintenance 224,629 223,319 451,143 418,258
Cash general and administrative costs (3)
54,009 51,579 111,713 109,078
Less other segment items:
Depreciation and amortization 172,113 163,432 342,573 321,423
Interest expense 95,170 90,522 192,463 185,028
Other (income) expense, net (4)
( 3,692 ) ( 4,213 ) ( 11,169 ) ( 6,559 )
Income tax expense (benefit)
2,239 755 5,674 2,277
Other (5)
74,220 20,102 147,290 ( 149,677 )
Net income (loss) $ 350,762 $ 387,564 $ 667,314 $ 973,780
_________________________________________________________________________________________
(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 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.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12. SUBSEQUENT EVENT
Aris . 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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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.