Western Midstream Q3 earnings slip to $332M
The quarter includes a completed $1.67 billion acquisition, two October transactions under agreement and a $1.0 billion pipeline commitment.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Western Midstream Partners, LP (WES) reported third-quarter 2026 revenue and other of $1.194 billion, compared with $952.5 million a year earlier; net income attributable to WES was $331.9 million versus $339.6 million. For the first nine months, revenue and other was $3.543 billion versus $2.812 billion, net income attributable to WES was $1.086 billion versus $990.3 million, and operating cash flow was $1.572 billion versus $1.665 billion.
WES completed the Brazos Delaware acquisition on June 11, 2026, for approximately $1.67 billion, consisting of $820.3 million in cash funded with borrowings and $852.0 million in common units. In October 2026, it agreed to acquire a produced-water gathering and disposal company for approximately $98.0 million, expected to close in the fourth quarter subject to customary purchase-price adjustments, and to sell its Southwest Wyoming assets for approximately $75.0 million, subject to regulatory approval and adjustments; WES expects a gain in excess of $100.0 million, subject to final adjustments.
Solitude transportation agreements carry approximately $1.0 billion in fixed and determinable commitments based on current estimated in-service dates. Fixed demand charges begin when each pipeline is placed in service, and the agreements have an initial term of approximately ten years.
3 points · 1 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointBrazos Delaware acquisition closed for approximately $1.67 billion. 9.2% of market cap
- Moderate pointNine-month revenue and other rose to $3.543 billion from $2.812 billion.
- Moderate pointNine-month net income attributable to WES rose to $1.086 billion from $990.3 million.
Negative
- Moderate pointNine-month operating cash flow fell to $1.572 billion from $1.665 billion.
Filing Explained
At
Key Figures
Revenue and other: $1.194 billion
Net income attributable to WES: $331.9 million
Revenue and other: $3.543 billion
+5 more
8 metrics
Revenue and other
$1.194 billion
Three months ended September 30, 2026
Net income attributable to WES
$331.9 million
Three months ended September 30, 2026
Revenue and other
$3.543 billion
Nine months ended September 30, 2026
Net income attributable to WES
$1.086 billion
Nine months ended September 30, 2026
Net cash provided by operating activities
$1.572 billion
Nine months ended September 30, 2026
Brazos Delaware acquisition purchase price
Approximately $1.67 billion
Acquisition closed June 11, 2026
Solitude fixed and determinable commitment
Approximately $1.0 billion
As of September 30, 2026; based on current estimated in-service dates
Quarterly per-unit distribution
$0.930 per unit
Quarter ended September 30, 2026
Key Terms
remaining performance obligations, equity method of accounting, weighted-average maturity, fixed demand charge
4 terms
remaining performance obligations financial
"Revenues expected to be recognized from certain performance obligations"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
equity method of accounting financial
"The Partnership’s interest is accounted for under the equity method of accounting"
An equity method of accounting is the way a company reports its financial interest in another business when it has significant influence but not full control, typically owning between about 20% and 50% of the voting stock. Instead of listing the investment at purchase cost or consolidating every line item, the investor records its proportional share of the other company’s profits or losses and adjusts the investment value for dividends or impairments, so investors see the economic impact of that stake. This matters because it changes reported earnings and asset values in a way that reflects ongoing performance—similar to showing your share of a small business’s monthly profit on your own books rather than just the amount you originally paid for your share—and helps gauge how much influence that stake has on the investor’s financial health.
weighted-average maturity financial
"weighted-average interest rate of 4.38% and weighted-average maturity of 7 days"
Weighted-average maturity is the average time it will take for all the loans or bonds in a portfolio to be paid back, where larger investments count more than smaller ones. Think of it like finding the average expiry date of items in a basket but giving bigger items more weight; investors use it to judge how quickly capital returns and how sensitive the portfolio is to interest rate changes and refinancing risk.
fixed demand charge financial
"pay a fixed demand charge, regardless of volumes shipped"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue did WES report for the third quarter of 2026?
WES reported $1.194 billion in revenue and other for the three months ended September 30, 2026, compared with $952.5 million for the same period in 2025. Net income attributable to WES was $331.9 million, versus $339.6 million.
How much did WES pay for Brazos Delaware?
WES acquired Brazos Delaware for approximately $1.67 billion on June 11, 2026. Consideration consisted of $820.3 million in cash funded with borrowings and $852.0 million of WES common units. The acquired system includes approximately 900 miles of pipeline and 470,000 dedicated acres under long-term, fixed-fee contracts.
What is WES's Solitude pipeline commitment?
WES's fixed and determinable commitment under the agreements was approximately $1.0 billion as of September 30, 2026, based on current estimated in-service dates. The amount includes $11.9 million for 2029, $75.6 million for 2030 and $938.6 million thereafter; fixed demand charges begin when each pipeline is placed in service.
What asset transactions did WES agree to in October 2026?
WES agreed to acquire a Delaware Basin produced-water gathering and disposal company for approximately $98.0 million, expected to close in the fourth quarter subject to customary purchase-price adjustments. It also agreed to sell Southwest Wyoming assets for approximately $75.0 million, subject to regulatory approval and adjustments, and expects a gain in excess of $100.0 million, subject to final adjustments.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
| (Exact name of registrant as specified in its charter) | ||
| Commission file number: | State or other jurisdiction of incorporation or organization: | I.R.S. Employer Identification No.: | |||||||||
| Western Midstream Partners, LP | |||||||||||
| Western Midstream Operating, LP | |||||||||||
| Address of principal executive offices: | Zip Code: | Registrant’s telephone number, including area code: | ||||||||||||||||||
| Western Midstream Partners, LP | ||||||||||||||||||||
| Western Midstream Operating, LP | ||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered | Common units outstanding as of October 30, 2026: | |||||||||||
| Western Midstream Partners, LP | ||||||||||||||
| Western Midstream Operating, LP | None | None | None | None | ||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Western Midstream Partners, LP | þ | No | ¨ | ||||||||||||||
| Western Midstream Operating, LP | þ | No | ¨ | ||||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Western Midstream Partners, LP | þ | No | ¨ | ||||||||||||||
| Western Midstream Operating, LP | þ | No | ¨ | ||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Western Midstream Partners, LP | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging Growth Company | |||||||||||||
| þ | ☐ | ☐ | |||||||||||||||
| Western Midstream Operating, LP | Large Accelerated Filer | Accelerated Filer | Smaller Reporting Company | Emerging Growth Company | |||||||||||||
| ☐ | ☐ | þ | |||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Western Midstream Partners, LP | ¨ | ||||
| Western Midstream Operating, LP | ¨ | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Western Midstream Partners, LP | Yes | No | þ | ||||||||||||||
| Western Midstream Operating, LP | Yes | No | þ | ||||||||||||||
FILING FORMAT
This quarterly report on Form 10-Q is a combined report being filed by two separate registrants: Western Midstream Partners, LP and Western Midstream Operating, LP. Western Midstream Operating, LP is a consolidated subsidiary of Western Midstream Partners, LP that has publicly traded debt, but does not have any publicly traded equity securities. Information contained herein related to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrant.
Part I, Item 1 of this quarterly report includes separate financial statements (i.e., consolidated statements of operations, consolidated balance sheets, consolidated statements of equity and partners’ capital, and consolidated statements of cash flows) for Western Midstream Partners, LP and Western Midstream Operating, LP. The accompanying Notes to Consolidated Financial Statements, which are included under Part I, Item 1 of this quarterly report, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part I, Item 2 of this quarterly report, are presented on a combined basis for each registrant, with any material differences between the registrants disclosed separately.
| TABLE OF CONTENTS | |||||||||||
| PAGE | |||||||||||
| PART I | FINANCIAL INFORMATION (UNAUDITED) | ||||||||||
| Item 1. | Financial Statements | ||||||||||
Western Midstream Partners, LP | |||||||||||
Consolidated Statements of Operations | 6 | ||||||||||
Consolidated Balance Sheets | 7 | ||||||||||
Consolidated Statements of Equity and Partners’ Capital | 8 | ||||||||||
Consolidated Statements of Cash Flows | 10 | ||||||||||
Western Midstream Operating, LP | |||||||||||
Consolidated Statements of Operations | 11 | ||||||||||
Consolidated Balance Sheets | 12 | ||||||||||
Consolidated Statements of Equity and Partners’ Capital | 13 | ||||||||||
Consolidated Statements of Cash Flows | 14 | ||||||||||
Notes to Consolidated Financial Statements | 15 | ||||||||||
Note 1. Description of Business and Basis of Presentation | 15 | ||||||||||
Note 2. Revenue from Contracts with Customers | 17 | ||||||||||
Note 3. Acquisitions and Divestitures | 20 | ||||||||||
Note 4. Partnership Distributions | 25 | ||||||||||
Note 5. Equity and Partners’ Capital | 26 | ||||||||||
Note 6. Related-Party Transactions | 27 | ||||||||||
Note 7. Equity Investments | 30 | ||||||||||
Note 8. Selected Components of Working Capital | 32 | ||||||||||
Note 9. Debt | 33 | ||||||||||
Note 10. Commitments and Contingencies | 34 | ||||||||||
Note 11. Reportable Segment | 35 | ||||||||||
Note 12. Subsequent Events | 37 | ||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 38 | |||||||||
Cautionary Note Regarding Forward-Looking Statements | 38 | ||||||||||
Executive Summary | 40 | ||||||||||
Outlook | 42 | ||||||||||
Acquisitions and Divestitures | 43 | ||||||||||
Results of Operations | 43 | ||||||||||
Operating Results | 43 | ||||||||||
Reconciliation of Non-GAAP Financial Measures | 48 | ||||||||||
Key Performance Metrics | 55 | ||||||||||
Liquidity and Capital Resources | 56 | ||||||||||
Items Affecting the Comparability of Financial Results with WES Operating | 59 | ||||||||||
Critical Accounting Estimates | 60 | ||||||||||
Recent Accounting Developments | 60 | ||||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 61 | |||||||||
| Item 4. | Controls and Procedures | 61 | |||||||||
| PART II | OTHER INFORMATION | ||||||||||
| Item 1. | Legal Proceedings | 62 | |||||||||
| Item 1A. | Risk Factors | 62 | |||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 62 | |||||||||
| Item 5. | Other Information | 63 | |||||||||
| Item 6. | Exhibits | 64 | |||||||||
3
COMMONLY USED ABBREVIATIONS AND TERMS
References to “we,” “us,” “our,” “WES,” “the Partnership,” or “Western Midstream Partners, LP” refer to Western Midstream Partners, LP (formerly Western Gas Equity Partners, LP) and its subsidiaries. The following abbreviations and terms are used in this document:
| Defined Term | Definition | ||||||||||
| Aris | Aris Water Solutions, Inc., which was acquired by the Partnership on October 15, 2025. | ||||||||||
| Barrel, Bbl, Bbls/d, MBbls/d | 42 U.S. gallons measured at 60 degrees Fahrenheit, barrels per day, thousand barrels per day. | ||||||||||
| Board | The board of directors of WES’s general partner. | ||||||||||
| Brazos Delaware | Brazos Delaware II, LLC, which was acquired by the Partnership on June 11, 2026. | ||||||||||
| Chipeta | Chipeta Processing, LLC, in which we are the managing member and own a 75% interest. | ||||||||||
| Comanche complex | The natural-gas gathering, natural-gas processing, and crude-oil gathering systems in the Delaware Basin acquired in the Brazos Delaware acquisition. | ||||||||||
| Condensate | A natural-gas liquid with a low vapor pressure compared to drip condensate, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions. | ||||||||||
| DBM water systems | Produced-water gathering, transporting, recycling, treating, supply, and disposal systems in West Texas and New Mexico, including the assets acquired from Aris (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). | ||||||||||
| DJ Basin complex | Complex of gathering systems and processing plants in the DJ Basin. | ||||||||||
| EBITDA | Earnings before interest, taxes, depreciation, and amortization. For a definition of “Adjusted EBITDA,” see Reconciliation of Non-GAAP Financial Measures under Part I, Item 2 of this Form 10-Q. | ||||||||||
| Exchange Act | The Securities Exchange Act of 1934, as amended. | ||||||||||
| FRP | Front Range Pipeline LLC, in which we own a 33.33% interest. | ||||||||||
| GAAP | Generally accepted accounting principles in the United States. | ||||||||||
| General partner | Western Midstream Holdings, LLC, the general partner of the Partnership. | ||||||||||
| Imbalance | Imbalances result from (i) differences between gas and NGLs volumes nominated by customers and gas and NGLs volumes received from those customers and (ii) differences between gas and NGLs volumes received from customers and gas and NGLs volumes delivered to those customers. | ||||||||||
| Mcf, MMcf, MMcf/d | Thousand cubic feet, million cubic feet, million cubic feet per day. | ||||||||||
| Mi Vida | Mi Vida JV LLC, in which we own a 50% interest. | ||||||||||
| MLP | Master limited partnership. | ||||||||||
MMBtu | Million British thermal units. | ||||||||||
| Natural-gas liquid(s) or NGL(s) | The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature. | ||||||||||
| Occidental | Occidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner. | ||||||||||
| Powder River Basin complex | Complex of gathering systems and processing plants in the Powder River Basin, including the Thunder Creek NGL pipeline. | ||||||||||
| Produced water | Byproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs. | ||||||||||
| RCF | WES Operating’s $2.0 billion senior unsecured revolving credit facility. | ||||||||||
| Recycled water | Water from industrial processes, such as produced water from wells or flowback from hydraulic fracturing, which has been treated to a standard suitable for reuse in other operations. | ||||||||||
| Red Bluff Express | Red Bluff Express Pipeline, LLC, in which we own a 30% interest. | ||||||||||
| Related parties | Occidental, the Partnership’s equity interests (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q), and the Partnership and WES Operating for transactions that eliminate upon consolidation. | ||||||||||
| Rendezvous | Rendezvous Gas Services, LLC, in which we own a 22% interest. | ||||||||||
| Residue | The natural gas remaining after the unprocessed natural-gas stream has been processed or treated. | ||||||||||
| SEC | U.S. Securities and Exchange Commission. | ||||||||||
| Services Agreement | That certain amended and restated Services, Secondment, and Employee Transfer Agreement, dated as of December 31, 2019, between WES Operating GP and Occidental. | ||||||||||
Skim oil | A crude-oil byproduct that is recovered during the produced-water gathering and disposal process. | ||||||||||
4
| Defined Term | Definition | ||||||||||
| Solitude | SPS Parent, LLC, in which we have a 7.50% member interest. We entered into this joint venture in August 2026 (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). | ||||||||||
| Solitude pipeline | Two 48-inch natural-gas pipelines running from the Permian Basin to Katy, Texas that are being or will be constructed by Solitude to provide scalable, long-haul natural-gas transportation. | ||||||||||
| Springfield system | The Springfield gas-gathering system and Springfield oil-gathering system. | ||||||||||
| TEG | Texas Express Gathering LLC, in which we own a 20% interest. | ||||||||||
| TEP | Texas Express Pipeline LLC, in which we own a 20% interest. | ||||||||||
| Water solutions volumes | Groundwater and gathered produced water that is treated and recycled. | ||||||||||
| WES Operating | Western Midstream Operating, LP, formerly known as Western Gas Partners, LP, and its subsidiaries. | ||||||||||
| WES Operating GP | Western Midstream Operating GP, LLC, the general partner of WES Operating. | ||||||||||
| West Texas complex | The Delaware Basin Midstream complex and DBJV and Haley systems. | ||||||||||
| WGRAH | WGR Asset Holding Company LLC, a subsidiary of Occidental. | ||||||||||
| White Cliffs | White Cliffs Pipeline, LLC, in which we own a 10% interest. | ||||||||||
| 2025 Purchase Program | The $250.0 million buyback program ending December 31, 2026. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. | ||||||||||
5
Table of Contents
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements
WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
thousands except per-unit amounts | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Revenues and other | ||||||||||||||||||||||||||||||||
| Service revenues – fee based | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Service revenues – product based | ||||||||||||||||||||||||||||||||
| Product sales | ||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||
Total revenues and other (1) | ||||||||||||||||||||||||||||||||
| Equity income, net – related parties | ||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Cost of product | ||||||||||||||||||||||||||||||||
| Operation and maintenance | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
Long-lived asset and other impairments | ||||||||||||||||||||||||||||||||
Total operating expenses (2) | ||||||||||||||||||||||||||||||||
Gain (loss) on divestiture and other, net (3) | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gain (loss) on early extinguishment of debt | ( | |||||||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | ||||||||||||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Western Midstream Partners, LP | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Limited partners’ interest in net income (loss): | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Western Midstream Partners, LP | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| General partner interest in net (income) loss | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Limited partners’ interest in net income (loss) (4) | ||||||||||||||||||||||||||||||||
Net income (loss) per common unit – basic (4) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Net income (loss) per common unit – diluted (4) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Weighted-average common units outstanding – basic (4) | ||||||||||||||||||||||||||||||||
Weighted-average common units outstanding – diluted (4) | ||||||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $533.7 million and $1.7 billion for the three and nine months ended September 30, 2026, respectively, and $586.0 million and $1.7 billion for the three and nine months ended September 30, 2025, respectively. See Note 6.
(2)Total operating expenses includes related-party amounts of $22.6 million and $59.0 million for the three and nine months ended September 30, 2026, respectively, and $3.2 million and $(16.2 ) million for the three and nine months ended September 30, 2025, respectively, all primarily related to changes in imbalance positions. See Note 6.
(3)See Note 6.
(4)See Note 5.
See accompanying Notes to Consolidated Financial Statements.
6
Table of Contents
WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| thousands except number of units | September 30, 2026 | December 31, 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Cost | ||||||||||||||
| Less accumulated depreciation | ||||||||||||||
| Net property, plant, and equipment | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets | ||||||||||||||
| Equity investments | ||||||||||||||
Other assets | ||||||||||||||
Total assets (1) | $ | $ | ||||||||||||
| LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts and imbalance payables | $ | $ | ||||||||||||
Short-term debt | ||||||||||||||
| Accrued ad valorem taxes | ||||||||||||||
| Accrued liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term liabilities | ||||||||||||||
Long-term debt | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Asset retirement obligations | ||||||||||||||
| Other liabilities | ||||||||||||||
Total long-term liabilities | ||||||||||||||
Total liabilities (2) | ||||||||||||||
| Equity and partners’ capital | ||||||||||||||
Common units ( | ||||||||||||||
General partner units ( | ||||||||||||||
| Total partners’ capital | ||||||||||||||
| Noncontrolling interests | ||||||||||||||
| Total equity and partners’ capital | ||||||||||||||
| Total liabilities, equity, and partners’ capital | $ | $ | ||||||||||||
________________________________________________________________________________________
(1)Total assets includes related-party amounts of $935.2 946.4 million as of September 30, 2026, and December 31, 2025, respectively, which includes related-party accounts receivable, net of $384.1 million and $407.9 million as of September 30, 2026, and December 31, 2025, respectively. See Note 6.
(2)Total liabilities includes related-party amounts of $1.2 billion and $666.9 million as of September 30, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $40.7 million and $20.6 million as of September 30, 2026, and December 31, 2025, respectively. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
7
Table of Contents
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, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Distributions to Chipeta noncontrolling interest owner | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to noncontrolling interest owner of WES Operating | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to Partnership unitholders | ( | ( | — | ( | ||||||||||||||||||||||
WES unit redemption with Occidental (1) | ( | — | — | ( | ||||||||||||||||||||||
Equity-based compensation expense | — | — | ||||||||||||||||||||||||
| Other | ( | — | — | ( | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Distributions to Chipeta noncontrolling interest owner | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to noncontrolling interest owner of WES Operating | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to Partnership unitholders | ( | ( | — | ( | ||||||||||||||||||||||
| Acquisition-related issuance of units | — | — | ||||||||||||||||||||||||
Equity-based compensation expense | — | — | ||||||||||||||||||||||||
| Other | ( | — | ( | |||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Distributions to Chipeta noncontrolling interest owner | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to noncontrolling interest owner of WES Operating | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to Partnership unitholders | ( | ( | — | ( | ||||||||||||||||||||||
Equity-based compensation expense | — | — | ||||||||||||||||||||||||
| Other | ( | — | — | ( | ||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
________________________________________________________________________________________
(1)See Note 6.
See accompanying Notes to Consolidated Financial Statements.
8
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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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Distributions to noncontrolling interest owner of WES Operating | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to Partnership unitholders | ( | ( | — | ( | ||||||||||||||||||||||
Equity-based compensation expense | — | — | ||||||||||||||||||||||||
| Other | ( | — | — | ( | ||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Distributions to noncontrolling interest owner of WES Operating | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to Partnership unitholders | ( | ( | — | ( | ||||||||||||||||||||||
Equity-based compensation expense | — | |||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Distributions to noncontrolling interest owner of WES Operating | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to Partnership unitholders | ( | ( | — | ( | ||||||||||||||||||||||
Equity-based compensation expense | — | — | ||||||||||||||||||||||||
| Other | ( | — | — | ( | ||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended September 30, | ||||||||||||||||||||
| thousands | 2026 | 2025 | ||||||||||||||||||
| Cash flows from operating activities | ||||||||||||||||||||
| Net income (loss) | $ | $ | ||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
Long-lived asset and other impairments | ||||||||||||||||||||
Non-cash equity-based compensation expense | ||||||||||||||||||||
| Deferred income taxes | ||||||||||||||||||||
Accretion and amortization of long-term obligations, net | ||||||||||||||||||||
| Equity income, net – related parties | ( | ( | ||||||||||||||||||
Distributions from equity-investment earnings – related parties | ||||||||||||||||||||
(Gain) loss on divestiture and other, net (1) | ||||||||||||||||||||
| (Gain) loss on early extinguishment of debt | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||||||||
| (Increase) decrease in accounts receivable, net | ( | |||||||||||||||||||
| Increase (decrease) in accounts and imbalance payables and accrued liabilities, net | ( | |||||||||||||||||||
| Change in other items, net | ( | |||||||||||||||||||
| Net cash provided by operating activities | ||||||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||
Capital expenditures | ( | ( | ||||||||||||||||||
| Acquisitions from third parties | ( | |||||||||||||||||||
| Contributions to equity investments – related parties | ( | |||||||||||||||||||
| Distributions from equity investments in excess of cumulative earnings – related parties | ||||||||||||||||||||
| Proceeds from the sale of assets to third parties | ||||||||||||||||||||
| (Increase) decrease in materials and supplies inventory and other | ( | |||||||||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | ||||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||
| Borrowings, net of debt issuance costs | ( | |||||||||||||||||||
| Repayments of debt | ( | ( | ||||||||||||||||||
Commercial paper borrowings (repayments), net | ||||||||||||||||||||
| Increase (decrease) in outstanding checks | ( | |||||||||||||||||||
Distributions to Partnership unitholders (1) | ( | ( | ||||||||||||||||||
| Distributions to Chipeta noncontrolling interest owner | ( | |||||||||||||||||||
| Distributions to noncontrolling interest owner of WES Operating | ( | ( | ||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | ||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | ||||||||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||||||||
| Supplemental disclosures | ||||||||||||||||||||
| Interest paid, net of capitalized interest | $ | $ | ||||||||||||||||||
| Accrued capital expenditures | ||||||||||||||||||||
| Income taxes paid (reimbursements received) | ||||||||||||||||||||
| Asset retirement cost additions and revisions, net | ||||||||||||||||||||
| Acquisition-related issuance of units | ||||||||||||||||||||
WES unit redemption with Occidental (1) | ||||||||||||||||||||
_________________________________________________________________________________________
(1)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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Revenues and other | ||||||||||||||||||||||||||||||||
| Service revenues – fee based | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Service revenues – product based | ||||||||||||||||||||||||||||||||
| Product sales | ||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||
Total revenues and other (1) | ||||||||||||||||||||||||||||||||
| Equity income, net – related parties | ||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Cost of product | ||||||||||||||||||||||||||||||||
| Operation and maintenance | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
Long-lived asset and other impairments | ||||||||||||||||||||||||||||||||
Total operating expenses (2) | ||||||||||||||||||||||||||||||||
Gain (loss) on divestiture and other, net (3) | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gain (loss) on early extinguishment of debt | ( | |||||||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | ||||||||||||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Western Midstream Operating, LP | $ | $ | $ | $ | ||||||||||||||||||||||||||||
________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $533.7 million and $1.7 billion for the three and nine months ended September 30, 2026, respectively, and $586.0 million and $1.7 billion for the three and nine months ended September 30, 2025, respectively. See Note 6.
(2)Total operating expenses includes related-party amounts of $23.7 million and $62.6 million for the three and nine months ended September 30, 2026, respectively, and $4.1 million and $(12.9 ) million for the three and nine months ended September 30, 2025, respectively, all primarily related to changes in imbalance positions. See Note 6.
(3)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 | September 30, 2026 | December 31, 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Cost | ||||||||||||||
| Less accumulated depreciation | ||||||||||||||
| Net property, plant, and equipment | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets | ||||||||||||||
| Equity investments | ||||||||||||||
Other assets | ||||||||||||||
Total assets (1) | $ | $ | ||||||||||||
| LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts and imbalance payables | $ | $ | ||||||||||||
Short-term debt | ||||||||||||||
| Accrued ad valorem taxes | ||||||||||||||
| Accrued liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term liabilities | ||||||||||||||
Long-term debt | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Asset retirement obligations | ||||||||||||||
| Other liabilities | ||||||||||||||
Total long-term liabilities | ||||||||||||||
Total liabilities (2) | ||||||||||||||
| Equity and partners’ capital | ||||||||||||||
Common units ( | ||||||||||||||
Preferred units ( | ||||||||||||||
| Total partners’ capital | ||||||||||||||
| Noncontrolling interest | ||||||||||||||
| Total equity and partners’ capital | ||||||||||||||
| Total liabilities, equity, and partners’ capital | $ | $ | ||||||||||||
_________________________________________________________________________________________
(1)Total assets includes related-party amounts of $930.2 million and $943.2 million as of September 30, 2026, and December 31, 2025, respectively, which includes related-party accounts receivable, net of $384.1 million and $407.9 million as of September 30, 2026, and December 31, 2025, respectively. See Note 6.
(2)Total liabilities includes related-party amounts of $1.2 billion and $722.3 million as of September 30, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $67.2 million and $76.0 million as of September 30, 2026, and December 31, 2025, 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 | Preferred Units | Noncontrolling Interest | Total | ||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Distributions to Chipeta noncontrolling interest owner | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to WES Operating unitholders | ( | ( | — | ( | ||||||||||||||||||||||
Contributions of equity-based compensation from WES | — | — | ||||||||||||||||||||||||
Distribution of receivable related to the WES unit redemption with Occidental (1) | ( | — | — | ( | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Acquisition-related issuance of units | — | — | ||||||||||||||||||||||||
| Distributions to Chipeta noncontrolling interest owner | — | ( | ( | |||||||||||||||||||||||
| Distributions to WES Operating unitholders | ( | ( | — | ( | ||||||||||||||||||||||
| Contributions of equity-based compensation from WES | — | — | ||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Distributions to Chipeta noncontrolling interest owner | — | — | ( | ( | ||||||||||||||||||||||
| Distributions to WES Operating unitholders | ( | ( | — | ( | ||||||||||||||||||||||
| Contributions of equity-based compensation from WES | — | — | ||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
_________________________________________________________________________________________
(1)See Note 6.
| thousands | Common Units | Noncontrolling Interest | Total | |||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | |||||||||||||||||
| Net income (loss) | ||||||||||||||||||||
| Distributions to WES Operating unitholders | ( | ( | ||||||||||||||||||
Contributions of equity-based compensation from WES | ||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | |||||||||||||||||
| Net income (loss) | ||||||||||||||||||||
| Distributions to WES Operating unitholders | ( | ( | ||||||||||||||||||
| Contributions of equity-based compensation from WES | ||||||||||||||||||||
| Other | — | |||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | |||||||||||||||||
| Net income (loss) | ||||||||||||||||||||
| Distributions to WES Operating unitholders | ( | ( | ||||||||||||||||||
| Contributions of equity-based compensation from WES | ||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | |||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended September 30, | ||||||||||||||||||||
| thousands | 2026 | 2025 | ||||||||||||||||||
| Cash flows from operating activities | ||||||||||||||||||||
| Net income (loss) | $ | $ | ||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
Long-lived asset and other impairments | ||||||||||||||||||||
Non-cash equity-based compensation expense | ||||||||||||||||||||
| Deferred income taxes | ( | |||||||||||||||||||
Accretion and amortization of long-term obligations, net | ||||||||||||||||||||
| Equity income, net – related parties | ( | ( | ||||||||||||||||||
Distributions from equity-investment earnings – related parties | ||||||||||||||||||||
(Gain) loss on divestiture and other, net (1) | ||||||||||||||||||||
| (Gain) loss on early extinguishment of debt | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||||||||
| (Increase) decrease in accounts receivable, net | ( | ( | ||||||||||||||||||
| Increase (decrease) in accounts and imbalance payables and accrued liabilities, net | ( | |||||||||||||||||||
| Change in other items, net | ( | |||||||||||||||||||
| Net cash provided by operating activities | ||||||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||
Capital expenditures | ( | ( | ||||||||||||||||||
| Acquisitions from third parties | ( | |||||||||||||||||||
| Contributions to equity investments – related parties | ( | |||||||||||||||||||
| Distributions from equity investments in excess of cumulative earnings – related parties | ||||||||||||||||||||
| Proceeds from the sale of assets to third parties | ||||||||||||||||||||
| (Increase) decrease in materials and supplies inventory and other | ( | |||||||||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | ||||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||
| Borrowings, net of debt issuance costs | ( | |||||||||||||||||||
| Repayments of debt | ( | ( | ||||||||||||||||||
Commercial paper borrowings (repayments), net | ||||||||||||||||||||
| Increase (decrease) in outstanding checks | ( | |||||||||||||||||||
Distributions to WES Operating unitholders (1) | ( | ( | ||||||||||||||||||
| Distributions to Chipeta noncontrolling interest owner | ( | |||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | ||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | ||||||||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||||||||
| Supplemental disclosures | ||||||||||||||||||||
| Interest paid, net of capitalized interest | $ | $ | ||||||||||||||||||
| Accrued capital expenditures | ||||||||||||||||||||
| Income taxes paid (reimbursements received) | ||||||||||||||||||||
| Asset retirement cost additions and revisions, net | ||||||||||||||||||||
| Acquisition-related issuance of units | ||||||||||||||||||||
Distribution of receivable related to the WES unit redemption with Occidental (1) | ||||||||||||||||||||
________________________________________________________________________________________
(1)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. As of September 30, 2026, the Partnership owns, directly and indirectly, a 98.2 % 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, as of September 30, 2026, a 1.8 % limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”). See Noncontrolling interests below.
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. “Anadarko” refers to Anadarko Petroleum Corporation, which became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko in 2019. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and WES Operating for transactions with the Partnership that eliminate upon consolidation (see Note 6).
On June 11, 2026, the Partnership completed the acquisition of Brazos Delaware II, LLC (“Brazos Delaware”) in an equity-and-cash transaction, pursuant to the Membership Interest Purchase Agreement, dated as of May 6, 2026, by and among the Partnership, B-2 Holdings LLC, a wholly owned subsidiary of the Partnership, and Brazos Permian II, LLC. Also, immediately following the closing of the Brazos Delaware acquisition, the Partnership and WES Operating entered into certain post-closing restructuring transactions through which Brazos Delaware and its subsidiaries became indirect wholly owned subsidiaries of WES Operating. See Note 3.
On October 15, 2025, the Partnership completed its previously announced acquisition of Aris Water Solutions, Inc. (“Aris”), pursuant to the Agreement and Plan of Merger, dated as of August 6, 2025 (the “Merger Agreement”), by and among the Partnership, Aris, and certain Partnership and Aris subsidiaries. Also, immediately following the closing of the Aris acquisition, WES Operating and Aris entered into certain post-closing restructuring transactions through which WES Operating issued preferred units to Aris in exchange for Aris’s operating subsidiaries, and WES Operating was the surviving entity in a merger with Aris Water Holdings, LLC, a subsidiary of Aris that was the issuer of its acquired outstanding senior notes (see Note 3).
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Table of Contents
WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
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, transporting, recycling, treating, supplying, 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 September 30, 2026, the Partnership’s assets and investments, excluding assets under construction, consisted of the following:
| Wholly Owned and Operated | Operated Interests | Non-Operated Interests | Equity Interests | |||||||||||||||||||||||||||||||||||
| Gathering systems | ||||||||||||||||||||||||||||||||||||||
| Treating facilities | — | — | ||||||||||||||||||||||||||||||||||||
Processing plants/trains | — | |||||||||||||||||||||||||||||||||||||
| Produced-water gathering, treating, recycling, and disposal systems | — | — | — | |||||||||||||||||||||||||||||||||||
| NGLs pipelines | — | — | ||||||||||||||||||||||||||||||||||||
Natural-gas pipelines | — | — | ||||||||||||||||||||||||||||||||||||
Crude-oil pipelines | — | |||||||||||||||||||||||||||||||||||||
These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).
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.
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 2025 Form 10-K, as filed with the SEC on February 18, 2026. 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. 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 elimination of the preferred unit investment in WES Operating with the Partnership’s underlying preferred capital account (see Note 5), (iv) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (v) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (vi) transactions between the Partnership and WES Operating that eliminate upon consolidation.
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.
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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
Noncontrolling interests. The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25 % third-party interest in Chipeta for all periods presented and (ii) the 1.8 %, 1.9 %, and 2.0 % limited partner interest in WES Operating as of September 30, 2026, December 31, 2025, and September 30, 2025, respectively, 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 September 30, 2026, and December 31, 2025, other current assets includes (i) $1.5 million and $2.7 million, respectively, of crude oil and NGLs inventory and (ii) $12.5 million and $10.1 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets. As of September 30, 2026, and December 31, 2025, other assets includes (i) $3.8 million and $3.2 million, respectively, of NGLs line-fill inventory and (ii) $145.5 million and $131.6 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, transport, recycle, treat, supply, and dispose of produced water in the United States. See Note 11.
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 Consolidated Financial Statements.
Customer concentration. For the nine months ended September 30, 2026, Occidental (see Note 6) and one other third-party customer were the only customers from which revenues exceeded 10% of consolidated revenues.
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
The following table summarizes revenue from contracts with customers:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Revenue from customers | ||||||||||||||||||||||||||||||||
| Service revenues – fee based | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Service revenues – product based | ||||||||||||||||||||||||||||||||
| Product sales | ||||||||||||||||||||||||||||||||
| Total revenue from customers | ||||||||||||||||||||||||||||||||
| Revenue from other than customers | ||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||
| Total revenues and other | $ | $ | $ | $ | ||||||||||||||||||||||||||||
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
Contract balances. Receivables from customers, which are included in accounts receivable, net on the consolidated balance sheets, were $1.1 billion and $737.0 million as of September 30, 2026, and December 31, 2025, 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, 2025 | $ | |||||||||||||
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period (1) | ( | |||||||||||||
Additional estimated revenues recognized (2) | ||||||||||||||
Contract assets balance at September 30, 2026 | $ | |||||||||||||
Contract assets at September 30, 2026 | ||||||||||||||
| Other current assets | $ | |||||||||||||
| Other assets | ||||||||||||||
| Total contract assets from contracts with customers | $ | |||||||||||||
________________________________________________________________________________________
(1)Includes $(0.8 ) million for the three months ended September 30, 2026.
(2)Includes $(0.3 ) million for the three months ended September 30, 2026.
Contract liabilities primarily relate to (i) consideration received from customers for which revenue recognition is deferred and (ii) aid-in-construction payments received from customers that must be recognized 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, 2025 | $ | |||||||||||||
Cash received or receivable, excluding revenues recognized during the period (1) | ( | |||||||||||||
Revenues recognized that were included in the contract liability balance at the beginning of the period (2) | ( | |||||||||||||
Non-cash consideration received for WES unit redemption from Occidental, net of revenues recognized in the period (3) | ||||||||||||||
Amounts acquired with the acquisition of Brazos Delaware (4) | ||||||||||||||
Contract liabilities balance at September 30, 2026 | $ | |||||||||||||
Contract liabilities at September 30, 2026 | ||||||||||||||
| Accrued liabilities | $ | |||||||||||||
| Other liabilities | ||||||||||||||
| Total contract liabilities from contracts with customers | $ | |||||||||||||
________________________________________________________________________________________
(1)Includes $3.7 million for the three months ended September 30, 2026.
(2)Includes $(22.5 ) million for the three months ended September 30, 2026.
(3)See Note 6.
(4)See Note 3.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2026, 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 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES
Solitude. In August 2026, the Partnership entered into an agreement to participate in the Solitude pipeline system joint venture, through a 7.50 % member interest in SPS Parent, LLC, operated by a third party (“Solitude”). Solitude has reached a final investment decision to construct two 48 -inch natural-gas pipelines running from the Permian Basin to Katy, Texas that will deliver scalable, long-haul natural-gas transportation, with capacity of approximately 2.25 Bcf/d (expected in late 2029) and an additional 2.25 Bcf/d (expected in 2030), with the ability to increase capacity thereafter to accommodate shipper demand (the “Solitude pipeline”). The Partnership has committed to fund its share of mandatory capital contributions during the construction phase. The Partnership’s interest is accounted for under the equity method of accounting. See Note 7 and Note 10.
Brazos Delaware. On June 11, 2026, the Partnership closed on the acquisition of Brazos Delaware for an aggregate purchase price of approximately $1.67 billion, consisting of (i) $820.3 million in cash, funded with borrowings on the commercial paper program and revolving credit facility (the “RCF”) (see Note 9), and (ii) $852.0 million of Partnership common units (see Note 5).
The Partnership acquired Brazos Delaware to expand its gathering and processing footprint in the Delaware Basin and access additional customers in the area. Brazos Delaware owns a gathering and processing system in the Delaware Basin (the “Comanche complex”), with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties. The Comanche complex includes approximately 900 miles of pipeline, 460 MMcf/d of nameplate natural-gas processing capacity, and approximately 470,000 dedicated acres under long-term, fixed-fee contracts.
The acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the second quarter of 2026. For the nine months ended September 30, 2026, acquisition-related transaction costs of $9.1 million, consisting primarily of third-party consulting and legal fees, are included in General and administrative expenses in the consolidated statements of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES
The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the acquisition. Measurement period adjustments recorded during the three months ended September 30, 2026, primarily related to property, plant, and equipment and acquired customer contracts, resulted in a $40.0 million increase to other intangible assets and a $40.6 million decrease to property, plant, and equipment, which, together with other immaterial adjustments, resulted in a $2.7 million increase to goodwill. The pro forma effects of these measurement period adjustments on depreciation and amortization expense were not material.
| thousands | ||||||||||||||
| Assets acquired: | ||||||||||||||
| Cash and cash equivalents | $ | |||||||||||||
| Accounts receivable, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets acquired | ||||||||||||||
| Liabilities assumed: | ||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Asset retirement obligation | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities assumed | ||||||||||||||
| Net assets acquired | $ | |||||||||||||
Goodwill recognized in the Brazos Delaware acquisition relates primarily to enhancing and diversifying the Partnership’s asset position, as well as delivering operational synergies, including increasing volumes on its existing processing facilities and increasing revenues on its natural-gas and crude-oil gathering systems.
Other intangible assets recognized in the Brazos Delaware acquisition are related to customer contracts. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired customer contracts and relationships, offset with appropriate charges for the use of contributory assets and discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 30 years, which represents the estimated term over which the customer contracts are expected to contribute to the Partnership’s cash flows.
The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the acquisition using inputs that are not observable in the market and thus represent Level 3 inputs. The fair values of the processing plants, gathering systems, and related facilities and equipment are based on market and cost approaches.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES
The following table presents the pro forma condensed financial information of the Partnership as if the acquisition had occurred on January 1, 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenues and other | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
The following table presents the pro forma condensed financial information of WES Operating (which is included in the Partnership’s pro forma condensed financial information) as if the acquisition had occurred on January 1, 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenues and other | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the acquisition been completed at the assumed date, nor is it necessarily indicative of future operating results of the combined entity. The pro forma adjustments reflect pre-acquisition results of the acquisition including (i) net increases to revenues of zero and $30.2 million for the three and nine months ended September 30, 2026, respectively, and net decreases to revenues of $9.5 million and $32.5 million for the three and nine months ended September 30, 2025, respectively, with corresponding adjustments to cost of product, to adjust revenues and cost of product to conform to the Partnership’s accounting policies, including presenting certain product purchases under processing arrangements on a net basis within revenues rather than on a gross basis within cost of product, (ii) adjustments of zero and $12.2 million for the three and nine months ended September 30, 2026, respectively, and $6.5 million and $19.3 million for the three and nine months ended September 30, 2025, respectively, to decrease depreciation and amortization expense based on the acquisition-date fair value and estimated useful lives of property, plant, and equipment, and intangible assets, (iii) net decreases to interest expense of zero and $4.1 million for the three and nine months ended September 30, 2026, respectively, and $4.1 million and $12.9 million for the three and nine months ended September 30, 2025, respectively, reflecting the interest expense on the commercial paper program and RCF borrowings used to finance the cash-funded portion of the acquisition, net of the elimination of Brazos Delaware’s historical interest expense on higher-rate debt that was repaid at closing and not assumed by the Partnership, (iv) the exclusion of zero and $9.6 million of loss on the early extinguishment of debt for the three and nine months ended September 30, 2026, respectively, which related to Brazos Delaware’s historical debt that was repaid at closing and not assumed by the Partnership, and (v) the exclusion of Brazos Delaware’s historical net gains of zero and $5.6 million on the interest rate derivatives for the three and nine months ended September 30, 2026, respectively, a net gain of $0.4 million for the three months ended September 30, 2025, and a net loss of $10.5 million for the nine months ended September 30, 2025, as the related derivatives were settled prior to closing and the underlying debt was not assumed.
The pro forma adjustments include estimates and assumptions based on currently available information. Management believes the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected. The pro forma information reflects recurring adjustments, but does not reflect any cost savings or other synergies anticipated as a result of the acquisition, nor any future acquisition-related expenses.
The pro forma information in the table above includes $82.0 million and $98.2 million of revenues and $61.3 million and $73.4 million of expenses for the three and nine months ended September 30, 2026, respectively, attributable to the assets acquired as part of the acquisition that are included in the Partnership’s and WES Operating’s consolidated statements of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES
Aris. On October 15, 2025, the Partnership closed on the acquisition of Aris by merger in a transaction valued at $2.0 billion, including the cash and equity merger consideration, Aris’s outstanding debt of $80.0 million in revolving credit facility borrowings that were repaid at closing, and $500.0 million in principal amount of senior notes. Based on Aris shareholder consideration elections, the Partnership issued 26.6 million common units and paid $415.0 million in cash, funded with borrowings under the commercial paper program, in exchange for all issued and outstanding shares of Aris common stock. The cash paid to Aris shareholders (net of cash acquired as presented in the table below) was $368.6 million for the year ended December 31, 2025.
The Partnership acquired Aris to expand its existing produced-water infrastructure and access additional customers in the area. The assets acquired, located in Lea and Eddy Counties, New Mexico, and West Texas, include approximately 830 miles of produced-water pipeline, 1,812 MBbls/d of produced-water handling capacity, 1,560 MBbls/d of water recycling capacity, and 625,000 dedicated acres.
The Aris acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed in the Aris acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the Aris acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the fourth quarter of 2025. For the nine months ended September 30, 2026, general and administrative expenses in the consolidated statements of operations include acquisition-related transaction costs of $0.3 million.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES
The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the Aris acquisition. Measurement period adjustments recorded during the nine months ended September 30, 2026, resulted in a $2.3 million increase to goodwill.
| thousands | ||||||||||||||
| Assets acquired: | ||||||||||||||
| Cash and cash equivalents | $ | |||||||||||||
| Accounts receivable, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets acquired | ||||||||||||||
| Liabilities assumed: | ||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Asset retirement obligation | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities assumed | ||||||||||||||
| Net assets acquired | $ | |||||||||||||
Goodwill recognized in the Aris acquisition relates primarily to enhancing and diversifying the Partnership’s water-asset position, as well as delivering operational synergies, including increasing volumes on its existing processing facilities and increasing revenues on its produced-water systems.
Other intangible assets recognized in the Aris acquisition are related to customer contracts. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired customer contracts and relationships, offset with appropriate charges for the use of contributory assets and discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 19 years, which represents the estimated term over which the customer contracts are expected to contribute to the Partnership’s cash flows.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 | |||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||
| March 31 | $ | $ | May 15, 2025 | May 2, 2025 | |||||||||||||||||||||||||
| June 30 | August 14, 2025 | August 1, 2025 | |||||||||||||||||||||||||||
| September 30 | November 14, 2025 | October 31, 2025 | |||||||||||||||||||||||||||
| December 31 | February 13, 2026 | February 2, 2026 | |||||||||||||||||||||||||||
| 2026 | |||||||||||||||||||||||||||||
| March 31 | $ | $ | May 15, 2026 | May 1, 2026 | |||||||||||||||||||||||||
| June 30 | August 14, 2026 | July 31, 2026 | |||||||||||||||||||||||||||
| September 30 | November 13, 2026 | November 2, 2026 | |||||||||||||||||||||||||||
WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGRAH, a subsidiary of Occidental, according to the terms of its limited partnership agreement. 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 | |||||||||||||||
| 2025 | |||||||||||||||||
| March 31 | $ | May 2025 | |||||||||||||||
| June 30 | August 2025 | ||||||||||||||||
| September 30 | October 2025 | ||||||||||||||||
| December 31 | February 2026 | ||||||||||||||||
| 2026 | |||||||||||||||||
| March 31 | $ | May 2026 | |||||||||||||||
| June 30 | August 2026 | ||||||||||||||||
| September 30 | November 2026 | ||||||||||||||||
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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 September 30, 2026, Occidental held 150,374,176 common units, representing a 35.6 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 2.1 % general partner interest in the Partnership. The public held 262,809,560 common units, representing a 62.3 % limited partner interest in the Partnership. On January 16, 2026, the Partnership and subsidiaries of Occidental entered into a unit redemption agreement (“Unit Redemption Agreement”) providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership (see Note 6), valued at $610.0 million.
On June 11, 2026, in connection with the closing of the Brazos Delaware acquisition (see Note 3), the Partnership issued 19,389,239 common units to the seller and its affiliate designees. In connection with the issuance, the Partnership entered into a registration rights and lock-up agreement with the unit recipients, pursuant to which the Partnership agreed to file a registration statement covering the resale of such common units within 60 days following the closing date, and the recipients agreed not to transfer the units for a period of six months following the closing date, subject to customary exceptions.
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 nine months ended September 30, 2026, the Partnership repurchased no common units. As of September 30, 2026, the Partnership had an authorized amount of $250.0 million remaining under the program.
Holdings of WES Operating equity. On October 15, 2025, WES Operating issued preferred units to Aris, a wholly owned subsidiary of the Partnership, in connection with the Aris acquisition (see Note 1). As of September 30, 2026, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.2 % limited partner interest and the entire non-economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 1.8 % limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. EQUITY AND PARTNERS’ CAPITAL
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| thousands except per-unit amounts | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||||||||
| Limited partners’ interest in net income (loss) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Weighted-average common units outstanding | ||||||||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||||||||
| Dilutive effect of non-vested phantom units | ||||||||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||||||||
| Excluded due to anti-dilutive effect | ||||||||||||||||||||||||||||||||
| Net income (loss) per common unit | ||||||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||
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.
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Revenues and other | ||||||||||||||||||||||||||||||||
| Service revenues – fee based | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Service revenues – product based | ||||||||||||||||||||||||||||||||
| Product sales | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues and other | ||||||||||||||||||||||||||||||||
Equity income, net – related parties (1) | ||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
Cost of product (2) | ( | |||||||||||||||||||||||||||||||
| Operation and maintenance | ||||||||||||||||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||||||||||||||
| Total operating expenses | ( | |||||||||||||||||||||||||||||||
| Gain (loss) on divestiture and other, net | ||||||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes related-party natural-gas and NGLs imbalances.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
| Balance sheets | ||||||||||||||
| thousands | September 30, 2026 | December 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Accounts receivable, net | $ | $ | ||||||||||||
| Other current assets | ||||||||||||||
Equity investments (1) | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | ||||||||||||||
| Liabilities | ||||||||||||||
| Accounts and imbalance payables | ||||||||||||||
Accrued liabilities (2) | ||||||||||||||
Other liabilities (2) | ||||||||||||||
| Total liabilities | ||||||||||||||
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes contract liabilities from contracts with customers. See Note 2.
| Statements of cash flows | ||||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||
| thousands | 2026 | 2025 | ||||||||||||||||||
Distributions from equity-investment earnings – related parties | $ | $ | ||||||||||||||||||
| Contributions to equity investments – related parties | ( | |||||||||||||||||||
| Distributions from equity investments in excess of cumulative earnings – related parties | ||||||||||||||||||||
Distributions to Partnership unitholders (1) | ( | ( | ||||||||||||||||||
Distributions to noncontrolling interest owner of WES Operating (2) | ( | ( | ||||||||||||||||||
_________________________________________________________________________________________
(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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
General and administrative (1) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Includes an intercompany service fee between the Partnership and WES Operating.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
| Balance sheets | ||||||||||||||
| thousands | September 30, 2026 | December 31, 2025 | ||||||||||||
| Other current assets | $ | $ | ||||||||||||
| Other assets | ||||||||||||||
Accounts and imbalance payables (1) | ||||||||||||||
_________________________________________________________________________________________
(1)Includes balances related to transactions between the Partnership and WES Operating.
| Statements of cash flows | ||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
| thousands | 2026 | 2025 | ||||||||||||||||||||||||||||||
Distributions to WES Operating unitholders (1) | $ | ( | $ | ( | ||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, according to the terms of WES Operating’s partnership agreement. See Note 4 and Note 5.
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, NGLs, and water solutions volumes 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 27 % and 30 % for the three and nine months ended September 30, 2026, respectively, and 35 87 % and 90 % for the three and nine months ended September 30, 2026, respectively, and 90 % and 91 % for the three and nine months ended September 30, 2025, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was 38 % and 39 % for the three and nine months ended September 30, 2026, respectively, and 79
The Partnership has discussed 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.
During the first quarter of 2026, Delaware Basin Midstream LLC (“DBM”), a subsidiary of the Partnership, entered into an amendment (the “GGA Amendment”) to its Delaware Basin gas gathering agreement with Anadarko E&P Onshore LLC, a subsidiary of Occidental, to, among other things, (i) replace its cost-of-service-based gathering fee structure with a fixed-fee structure, (ii) add a new minimum-volume commitment through the end of 2027, and (iii) modify the process for certain dedication-related acreage transfers and releases. On January 16, 2026, and in connection with the GGA Amendment and related transactions, including an agreement between DBM and a third party pursuant to which DBM will gather and process certain volumes of natural gas already existing on the Partnership’s system, and conforming modifications to the terms of the associated processing arrangements between subsidiaries of the Partnership and Occidental, the Partnership and subsidiaries of Occidental also entered into a Unit Redemption Agreement providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership, valued at $610.0 million.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
The Unit Redemption Agreement and the GGA Amendment and related transactions were reviewed and approved by the Special Committee of the Board of Directors of the general partner, consisting entirely of independent members of the Board of Directors, and, based upon the recommendation of the Special Committee, the full Board of Directors.
Marketing services. While the Partnership 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.
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 was $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.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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, 2025 | Equity income, net | Contributions | Distributions | Distributions in excess of cumulative earnings (1) | Balance at September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FRP | % | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mi Vida | % | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Red Bluff Express | % | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rendezvous (2) | % | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TEG | % | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TEP | % | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| White Cliffs | % | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Solitude | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual-investment basis.
(2)Carrying value remained zero as of September 30, 2026, as cumulative equity method losses exceeded the Partnership’s investment balance. Further losses have been suspended as the Partnership has no obligation to fund losses or provide other financial support.
Solitude. In August 2026, the Partnership entered into an agreement to participate in Solitude, which was deemed to be a variable interest entity. Neither the Partnership nor any of its subsidiaries has been deemed to be the primary beneficiary due to not having the power to direct activities that most significantly impact economic performance. The Partnership’s maximum exposure to loss as a result of its involvement in the joint venture includes its equity investment, as shown in the table above, and its remaining commitment to fund mandatory capital contributions. The Partnership has not provided financial support that was not contractually required to be provided. See Note 3 and Note 10.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
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 | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Trade receivables, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Other receivables, net | ||||||||||||||||||||||||||
| Total accounts receivable, net | $ | $ | $ | $ | ||||||||||||||||||||||
A summary of other current assets is as follows:
| The Partnership | WES Operating | |||||||||||||||||||||||||
| thousands | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Crude and NGLs inventory | $ | $ | $ | $ | ||||||||||||||||||||||
Materials and supplies | ||||||||||||||||||||||||||
| Imbalance receivables | ||||||||||||||||||||||||||
| Prepaid insurance | ||||||||||||||||||||||||||
| Contract assets | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total other current assets | $ | $ | $ | $ | ||||||||||||||||||||||
A summary of accrued liabilities is as follows:
| The Partnership | WES Operating | |||||||||||||||||||||||||
| thousands | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Accrued interest expense | $ | $ | $ | $ | ||||||||||||||||||||||
Short-term asset retirement obligations | ||||||||||||||||||||||||||
Short-term remediation and reclamation obligations | ||||||||||||||||||||||||||
| Income taxes payable | ||||||||||||||||||||||||||
Contract liabilities (1) | ||||||||||||||||||||||||||
| Accrued payroll and benefits | ||||||||||||||||||||||||||
Short-term lease liabilities | ||||||||||||||||||||||||||
Other (2) | ||||||||||||||||||||||||||
| Total accrued liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
(1)See Note 2.
(2)Includes aid-in-construction reimbursement prepayments, other employee expenses, and Aris-related accruals as of December 31, 2025.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
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:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| thousands | Principal | Carrying Value | Fair Value (1) | Principal | Carrying Value | Fair Value (1) | ||||||||||||||||||||||||||||||||
Short-term debt | ||||||||||||||||||||||||||||||||||||||
| Commercial paper | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Senior Notes | ||||||||||||||||||||||||||||||||||||||
| Finance lease liabilities | ||||||||||||||||||||||||||||||||||||||
Total short-term debt | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Long-term debt | ||||||||||||||||||||||||||||||||||||||
Senior Notes (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Finance lease liabilities | ||||||||||||||||||||||||||||||||||||||
Total long-term debt | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Fair value is measured using the market approach and Level-2 fair value inputs.
(2)As of September 30, 2026, maturity dates range from 2028 to 2050.
Debt activity. The following table summarizes the debt activity for the period presented:
| thousands | Carrying Value | |||||||
| Balance at December 31, 2025 | $ | |||||||
| RCF borrowings | ||||||||
Commercial paper borrowings (repayments), net (1) | ||||||||
| Repayments of RCF borrowings | ( | |||||||
Repayment of | ( | |||||||
Issuance of | ||||||||
| Finance lease liabilities | ( | |||||||
| Other | ( | |||||||
| Balance at September 30, 2026 | $ | |||||||
_________________________________________________________________________________________
(1)Net of borrowings and repayments related to commercial paper notes with original maturities of 90 days or less.
WES Operating Senior Notes. Including the effects of the issuance prices, underwriting discounts, and interest-rate adjustments, the effective interest rates of the 4.050 % Senior Notes due 2030 and the 5.250 % Senior Notes due 2050 were 4.169 5.363
During the second quarter of 2026, WES Operating retired the 4.650 % Senior Notes due 2026 with proceeds from the public offerings of $1.2 billion in aggregate principal amount of Senior Notes issued in the fourth quarter of 2025. A loss of $0.2 million was recognized for the early retirement of these notes.
Also during the second quarter of 2026, WES Operating completed the public offering of $700.0 million in aggregate principal amount of 5.700 % Senior Notes due 2036. Net proceeds from the offering were used to repay borrowings outstanding under the RCF and commercial paper program (including borrowings incurred to fund the cash consideration for the acquisition of Brazos Delaware), and for general partnership purposes, including the funding of capital expenditures.
As of September 30, 2026, WES Operating was in compliance with all covenants under the relevant governing indentures.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. DEBT
Revolving credit facility. As of September 30, 2026, there were no outstanding borrowings, resulting in $1.7 billion in effective borrowing capacity under the RCF, after taking into account the $266.0 million of outstanding commercial paper borrowings (see below), for which WES Operating maintains availability under the RCF as support for WES Operating’s commercial paper program. RCF borrowings during the three months ended June 30, 2026, were used to fund the acquisition of Brazos Delaware (see Debt activity above and Note 3). As of September 30, 2026 and 2025, the interest rate on any outstanding RCF borrowings was 5.21 % and 5.43 %, respectively. The facility-fee rate was 0.20
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. The maturities of the notes may vary but may not exceed 397 days. As of September 30, 2026, there were $266.0 million in outstanding borrowings under the commercial paper program at a weighted-average interest rate of 4.38 % and weighted-average maturity of 7 days. A portion of the outstanding borrowings were used to fund the acquisition of Brazos Delaware (see Note 3).
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 September 30, 2026, and December 31, 2025, the consolidated balance sheets included $11.6 million and $10.0 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. As of September 30, 2026, and December 31, 2025, the recorded obligations reflect gross amounts and exclude $4.7 million and $6.5 million, respectively, of anticipated insurance recoveries which are included in accounts receivable, net.
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 and commitment to fund its share of mandatory capital contributions to Solitude, 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 are 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.
In August 2026, the Partnership entered into long-term firm transportation agreements in connection with its participation in Solitude (see Note 3). The agreements (i) require the Partnership to reserve minimum transportation capacity and pay a fixed demand charge, regardless of volumes shipped, beginning when each pipeline is placed in service and (ii) have an initial term of approximately ten years following the applicable in-service dates. As of September 30, 2026, the Partnership’s aggregate fixed and determinable commitment under the agreements was approximately $1.0 billion based on current estimated in-service dates, consisting of zero 11.9 million and $75.6 million for the years ending December 31, 2029 and 2030, respectively, and $938.6 million thereafter. No amounts were incurred under the agreements during the three or nine months ended September 30, 2026. The agreements also include variable charges based on regulatory costs, fuel requirements, transportation volumes, and other usage-related factors, which are excluded from the amounts above.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
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, transport, recycle, treat, supply, 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, (vi) other items impacting comparability with the Partnership’s core operating performance, and (vii) 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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| thousands | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
Revenues from external customers (1) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Other revenues | ( | |||||||||||||||||||||||||||||||
Total revenues and other | ||||||||||||||||||||||||||||||||
| Equity income, net – related parties | ||||||||||||||||||||||||||||||||
Less significant expenses: (2) | ||||||||||||||||||||||||||||||||
| Operation and maintenance | ||||||||||||||||||||||||||||||||
Cash general and administrative costs (3) | ||||||||||||||||||||||||||||||||
Less other segment items: | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
Other (income) expense, net (4) | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Income tax expense (benefit) | ||||||||||||||||||||||||||||||||
Other (5) | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Includes service revenues - fee based, service revenues - 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 September 30, 2026, and December 31, 2025, the consolidated balance sheets include $16.4 billion and $15.0 billion, respectively, of total assets, which includes $512.9 million and $504.9 million of assets related to equity investments as of September 30, 2026, and December 31, 2025, respectively.
Capital expenditures for additions to long-lived assets were $808.4 million and $505.8 million for the nine months ended September 30, 2026 and 2025, respectively.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12. SUBSEQUENT EVENTS
In October 2026, the Partnership entered into an agreement to acquire a third-party Delaware Basin produced-water gathering and disposal company for approximately $98.0 million, subject to customary purchase price adjustments. The acquisition is expected to close during the fourth quarter of 2026.
Also in October 2026, the Partnership entered into an agreement to sell its Southwest Wyoming assets to a third party for approximately $75.0 million, subject to regulatory approval and purchase price adjustments. The transaction is expected to close before year-end 2026, and the Partnership expects to record a gain in excess of $100.0 million, subject to final purchase price adjustments.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion analyzes our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements, wherein WES Operating is fully consolidated, and which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements, and the notes thereto, which are included under Part II, Item 8 of the 2025 Form 10-K as filed with the SEC on February 18, 2026.
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.2% partnership interest in WES Operating, as of September 30, 2026. Amounts attributable to noncontrolling interests presented in this Item 2 consist of (i) the 25% third-party interest in Chipeta for all periods presented, and only for natural-gas assets for throughput attributable to WES, and (ii) the 1.8%, 1.8%, and 2.0% limited partner interest in WES Operating as of September 30, 2026, June 30, 2026, and September 30, 2025, respectively, owned by an Occidental subsidiary. See Note 1—Description of Business and Basis of Presentation and Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. We also own and control the entire non-economic general partner interest in WES Operating, and our general partner is owned by Occidental.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have made in this Form 10-Q, and may make in other public filings, press releases, and statements by management, forward-looking statements concerning our operations, economic performance, and financial condition. These forward-looking statements include statements preceded by, followed by, or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions. These statements discuss future expectations, contain projections of results of operations or financial condition, or include other “forward-looking” information.
Although we and our general partner believe that the expectations reflected in our forward-looking statements are reasonable, neither we nor our general partner can provide any assurance that such expectations will prove correct. These forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from expectations include, but are not limited to, the following:
•our ability to pay distributions to our unitholders and the amount of such distributions;
•our assumptions about the energy market;
•future throughput (including Occidental production) that is gathered or processed by, or transported through, our assets;
•our operating results;
•competitive conditions;
•technology;
•the availability of capital resources to fund acquisitions, capital expenditures, and other contractual obligations, and our ability to access financing through the debt or equity capital markets;
•the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services;
•commodity-price risks inherent in percent-of-proceeds, percent-of-product, keep-whole, and fixed-recovery processing contracts;
•weather and natural disasters;
•inflation;
•the availability of goods and services;
•general economic conditions, internationally, domestically, or in the jurisdictions in which we are doing business;
•federal, state, and local laws and state-approved voter ballot initiatives, including those laws or ballot initiatives that limit producers’ hydraulic-fracturing activities or other oil and natural-gas development or operations;
•environmental liabilities;
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•legislative or regulatory changes, including changes affecting our status as a partnership for federal income tax purposes;
•changes in the financial or operational condition of Occidental;
•the creditworthiness of Occidental or our other counterparties, including financial institutions, operating partners, and other parties;
•changes in Occidental’s capital program, corporate strategy, or other desired areas of focus;
•our commitments to capital projects;
•our ability to access liquidity under the RCF and commercial paper program;
•our ability to repay debt;
•the resolution of litigation or other disputes;
•conflicts of interest among us and our general partner and its related parties, including Occidental, with respect to, among other things, the allocation of capital and operational and administrative costs, and our future business opportunities;
•our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;
•our ability to acquire assets on acceptable terms from third parties;
•non-payment or non-performance of significant customers, including under gathering, processing, transportation, and disposal agreements;
•the timing, amount, and terms of future issuances of equity and debt securities;
•the outcome of pending and future regulatory, legislative, or other proceedings or investigations, and continued or additional disruptions in operations that may occur as we and our customers comply with any regulatory orders or other state or local changes in laws or regulations;
•cyber-attacks or security breaches; and
•other factors discussed below, in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the 2025 Form 10-K, in our quarterly reports on Form 10-Q, and in our other public filings and press releases.
Risk factors and other factors noted throughout or incorporated by reference in this Form 10-Q could cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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EXECUTIVE SUMMARY
We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering, transporting, recycling, treating, supplying, and disposing of produced water. In our capacity as a natural-gas processor, we also buy and sell residue, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming). As of September 30, 2026, our assets and investments, excluding assets under construction, consisted of the following:
| Wholly Owned and Operated | Operated Interests | Non-Operated Interests | Equity Interests | |||||||||||||||||||||||||||||
| Gathering systems | 16 | 2 | 1 | — | ||||||||||||||||||||||||||||
| Treating facilities | 43 | 3 | — | — | ||||||||||||||||||||||||||||
Processing plants/trains | 30 | 3 | — | 1 | ||||||||||||||||||||||||||||
| Produced-water gathering, treating, recycling, and disposal systems | 8 | — | — | — | ||||||||||||||||||||||||||||
| NGLs pipelines | 2 | — | — | 4 | ||||||||||||||||||||||||||||
Natural-gas pipelines | 6 | — | — | 1 | ||||||||||||||||||||||||||||
Crude-oil pipelines | 2 | 1 | — | 1 | ||||||||||||||||||||||||||||
Significant financial and operational events during the nine months ended September 30, 2026, included the following:
•In August 2026, we entered into an agreement to participate in Solitude. See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
•Our third-quarter 2026 per-unit distribution is unchanged from the second-quarter 2026 per-unit distribution of $0.930.
•On June 11, 2026, we closed on the acquisition of Brazos Delaware for cash and equity consideration. See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
•During the second quarter of 2026, WES Operating issued $700.0 million in aggregate principal amount of 5.700% Senior Notes due 2036 and retired its 4.650% Senior Notes due 2026. See Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
•Executed an amendment to one of our West Texas complex gas-gathering agreements to replace cost-of-service fees with fixed fees and add a new minimum-volume commitment through 2027, in exchange for the redemption of WES common units. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
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The following table provides additional information on throughput for the periods presented below:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | |||||||||||||||||||||||||||||||||||||||||||||
| Throughput for natural-gas assets (MMcf/d) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Delaware Basin | 2,562 | 2,140 | 20 | % | 2,248 | 2,065 | 9 | % | ||||||||||||||||||||||||||||||||||||||||||
| DJ Basin | 1,482 | 1,547 | (4) | % | 1,516 | 1,449 | 5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Powder River Basin | 400 | 398 | 1 | % | 398 | 455 | (13) | % | ||||||||||||||||||||||||||||||||||||||||||
| Equity investments | 467 | 494 | (5) | % | 476 | 559 | (15) | % | ||||||||||||||||||||||||||||||||||||||||||
| Other | 1,025 | 939 | 9 | % | 980 | 897 | 9 | % | ||||||||||||||||||||||||||||||||||||||||||
Total throughput for natural-gas assets | 5,936 | 5,518 | 8 | % | 5,618 | 5,425 | 4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Throughput for crude-oil and NGLs assets (MBbls/d) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Delaware Basin | 272 | 265 | 3 | % | 269 | 257 | 5 | % | ||||||||||||||||||||||||||||||||||||||||||
| DJ Basin | 90 | 94 | (4) | % | 94 | 99 | (5) | % | ||||||||||||||||||||||||||||||||||||||||||
| Powder River Basin | 24 | 27 | (11) | % | 26 | 27 | (4) | % | ||||||||||||||||||||||||||||||||||||||||||
| Equity investments | 109 | 108 | 1 | % | 106 | 105 | 1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other | 40 | 39 | 3 | % | 38 | 37 | 3 | % | ||||||||||||||||||||||||||||||||||||||||||
Total throughput for crude-oil and NGLs assets | 535 | 533 | — | % | 533 | 525 | 2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Throughput for produced-water assets (MBbls/d) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Delaware Basin | 3,047 | 2,993 | 2 | % | 2,963 | 1,225 | 142 | % | ||||||||||||||||||||||||||||||||||||||||||
Total throughput for produced-water assets | 3,047 | 2,993 | 2 | % | 2,963 | 1,225 | 142 | % | ||||||||||||||||||||||||||||||||||||||||||
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OUTLOOK
We expect our business to be affected by the below-described key trends and uncertainties. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove incorrect, our actual results may vary materially from expected results.
Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can impact the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. The New York Mercantile Exchange West Texas Intermediate crude-oil daily settlement prices during the nine months ended September 30, 2026, ranged from a low of $55.99 per barrel in January 2026 to a high of $112.95 per barrel in April 2026, and prices during 2025 ranged from a low of $55.27 per barrel in December 2025 to a high of $80.04 per barrel in January 2025. The Waha Hub natural-gas prices during the nine months ended September 30, 2026, ranged from a low of ($9.52) per MMBtu in April 2026 to a high of $14.47 per MMBtu in January 2026, and prices during 2025 ranged from a low of ($8.82) per MMBtu in October 2025 to a high of $7.50 per MMBtu in January 2025. The extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.
Additionally, even in favorable commodity-price environments, our customers face operational challenges such as severe weather disruptions, oil and gas takeaway constraints, produced water recycling and disposal limitations, seismicity concerns, new regulatory requirements, and optimizing large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can significantly impact the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.
Impact of inflation and tariffs. High inflation in the U.S. has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, raising operating costs and capital expenditures. Additionally, the Trump administration has imposed significant import tariffs, including on imports of steel and aluminum, and may impose further tariffs on other U.S. trading partners. These tariffs could substantially increase our operating and capital costs. Tariff rates applicable to our operations have changed multiple times in 2026 and may continue to change, including as a result of ongoing trade negotiations, legal challenges to tariff authority, and periodic adjustments by the administration. While future inflation and tariff impacts are uncertain, higher operating and capital costs could materially and negatively affect financial results. To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees.
Impact of interest rates. Interest rates can be volatile, affecting our interest expense on RCF and commercial paper borrowings. Future increased interest rates would likely result in additional increases in financing costs. As with other yield-oriented securities, our unit price could be impacted by our implied distribution yield relative to market interest rates. Therefore, changes in interest rates may affect investor yield requirements. A rising interest-rate environment could have an adverse impact on our unit price and ability to issue equity to make acquisitions, to reduce debt, or for other purposes. However, we expect our cost of capital to remain competitive, as our peers face similar interest-rate dynamics.
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ACQUISITIONS AND DIVESTITURES
In August 2026, we entered into an agreement to participate in Solitude. See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
On June 11, 2026, we closed on the acquisition of Brazos Delaware, and in the fourth quarter of 2025, closed on the acquisition of Aris. See Note 3—Acquisitions and Divestitures, Note 5—Equity and Partners’ Capital, and Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
RESULTS OF OPERATIONS
OPERATING RESULTS
The following tables and discussion present a summary of our results of operations:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| thousands | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||
Total revenues and other (1) | $ | 1,194,217 | $ | 1,224,719 | $ | 3,542,515 | $ | 2,811,922 | ||||||||||||||||||||||||
| Equity income, net – related parties | 18,803 | 21,536 | 55,115 | 64,410 | ||||||||||||||||||||||||||||
Total operating expenses (1) | 745,642 | 714,954 | 2,123,391 | 1,572,442 | ||||||||||||||||||||||||||||
| Gain (loss) on divestiture and other, net | (5,831) | (4,598) | (16,796) | (8,048) | ||||||||||||||||||||||||||||
| Operating income (loss) | 461,547 | 526,703 | 1,457,443 | 1,295,842 | ||||||||||||||||||||||||||||
| Interest expense | (116,580) | (108,984) | (338,954) | (284,816) | ||||||||||||||||||||||||||||
| Gain (loss) on early extinguishment of debt | — | (150) | (150) | — | ||||||||||||||||||||||||||||
| Other income (expense), net | 792 | 2,834 | 10,356 | 12,923 | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | 345,759 | 420,403 | 1,128,695 | 1,023,949 | ||||||||||||||||||||||||||||
| Income tax expense (benefit) | 6,780 | 5,152 | 15,433 | 7,763 | ||||||||||||||||||||||||||||
| Net income (loss) | 338,979 | 415,251 | 1,113,262 | 1,016,186 | ||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 7,073 | 11,699 | 27,528 | 25,884 | ||||||||||||||||||||||||||||
Net income (loss) attributable to Western Midstream Partners, LP (2) | $ | 331,906 | $ | 403,552 | $ | 1,085,734 | $ | 990,302 | ||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, NGLs and water solutions volumes to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(2)For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 2.
For purposes of the following discussion, any increases or decreases “for the three months ended September 30, 2026” refer to the comparison of the three months ended September 30, 2026, to the three months ended June 30, 2026; and any increases or decreases “for the nine months ended September 30, 2026” refer to the comparison of the nine months ended September 30, 2026, to the nine months ended September 30, 2025.
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Throughput
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | |||||||||||||||||||||||||||||||||||||||||||||
| Throughput for natural-gas assets (MMcf/d) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gathering, treating, and transportation | 451 | 427 | 6 | % | 436 | 373 | 17 | % | ||||||||||||||||||||||||||||||||||||||||||
| Processing | 5,018 | 4,597 | 9 | % | 4,706 | 4,493 | 5 | % | ||||||||||||||||||||||||||||||||||||||||||
Equity investments (1) | 467 | 494 | (5) | % | 476 | 559 | (15) | % | ||||||||||||||||||||||||||||||||||||||||||
| Total throughput | 5,936 | 5,518 | 8 | % | 5,618 | 5,425 | 4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Throughput attributable to noncontrolling interests | 193 | 175 | 10 | % | 183 | 184 | (1) | % | ||||||||||||||||||||||||||||||||||||||||||
Total throughput attributable to WES for natural-gas assets | 5,743 | 5,343 | 7 | % | 5,435 | 5,241 | 4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Throughput for crude-oil and NGLs assets (MBbls/d) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gathering, treating, and transportation | 426 | 425 | — | % | 427 | 420 | 2 | % | ||||||||||||||||||||||||||||||||||||||||||
Equity investments (1) | 109 | 108 | 1 | % | 106 | 105 | 1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total throughput | 535 | 533 | — | % | 533 | 525 | 2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Throughput attributable to noncontrolling interests | 9 | 10 | (10) | % | 9 | 10 | (10) | % | ||||||||||||||||||||||||||||||||||||||||||
Total throughput attributable to WES for crude-oil and NGLs assets | 526 | 523 | 1 | % | 524 | 515 | 2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Throughput for produced-water assets (MBbls/d) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gathering, disposal, and water solutions | 3,047 | 2,993 | 2 | % | 2,963 | 1,225 | 142 | % | ||||||||||||||||||||||||||||||||||||||||||
| Throughput attributable to noncontrolling interests | 55 | 54 | 2 | % | 53 | 24 | 121 | % | ||||||||||||||||||||||||||||||||||||||||||
Total throughput attributable to WES for produced-water assets (2) | 2,992 | 2,939 | 2 | % | 2,910 | 1,201 | 142 | % | ||||||||||||||||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.
(2)Water solutions volumes include groundwater and gathered produced water that is treated and recycled.
Natural-gas assets
Total throughput attributable to WES for natural-gas assets increased by 400 MMcf/d for the three months ended September 30, 2026, primarily due to (i) throughput from the acquisition of the Comanche complex and (ii) higher throughput at the West Texas and Chipeta complexes due to increased production in the area. These increases were offset partially by lower throughput at the DJ Basin complex due to decreased production in the area.
Total throughput attributable to WES for natural-gas assets increased by 194 MMcf/d for the nine months ended September 30, 2026, primarily due to (i) throughput from the acquisition of the Comanche complex and (ii) higher throughput at the DJ Basin, West Texas, and Chipeta complexes. These increases were offset partially by (i) lower throughput at the Powder River Basin complex due to decreased production in the area and (ii) lower throughput at the Mi Vida plant.
Produced-water assets
Total throughput attributable to WES for produced-water assets increased by 53 MBbls/d for the three months ended September 30, 2026, primarily due to increased water solutions volumes at the DBM water systems.
Total throughput attributable to WES for produced-water assets increased by 1,709 MBbls/d for the nine months ended September 30, 2026, primarily due to the acquisition of Aris.
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Revenues
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
thousands except percentages and per-unit amounts | September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | ||||||||||||||||||||||||||||||||||||||||||||
| Service revenues – fee based | $ | 1,018,558 | $ | 980,096 | 4 | % | $ | 2,931,956 | $ | 2,542,869 | 15 | % | ||||||||||||||||||||||||||||||||||||||
Other revenues from customers | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Service revenues – product based | $ | 88,161 | $ | 112,641 | (22) | % | $ | 289,569 | $ | 143,613 | 102 | % | ||||||||||||||||||||||||||||||||||||||
| Product sales | 95,709 | 124,763 | (23) | % | 320,088 | 124,878 | 156 | % | ||||||||||||||||||||||||||||||||||||||||||
Total other revenues from customers | $ | 183,870 | $ | 237,404 | (23) | % | $ | 609,657 | $ | 268,491 | 127 | % | ||||||||||||||||||||||||||||||||||||||
Per-unit gross average sales price: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Natural gas (per Mcf) | $ | 1.63 | $ | (1.29) | NM | $ | 0.05 | $ | 1.26 | (96) | % | |||||||||||||||||||||||||||||||||||||||
| NGLs (per Bbl) | 29.80 | 31.58 | (6) | % | 28.19 | 25.55 | 10 | % | ||||||||||||||||||||||||||||||||||||||||||
| Skim-oil (per Bbl) | 78.74 | 93.17 | (15) | % | 79.61 | 65.31 | 22 | % | ||||||||||||||||||||||||||||||||||||||||||
_________________________________________________________________________________________
NM—Not meaningful
Service revenues – fee based
Service revenues – fee based increased by $38.5 million for the three months ended September 30, 2026, primarily due to increases of (i) $37.4 million due to the acquisition of the Comanche complex and (ii) $10.3 million at the West Texas complex due to increased throughput. These increases were offset partially by a decrease of $12.2 million at the DJ Basin complex due to decreased throughput.
Service revenues – fee based increased by $389.1 million for the nine months ended September 30, 2026, primarily due to increases of (i) $359.3 million at the DBM water systems due to the acquisition of Aris and increased throughput, (ii) $55.5 million due to the acquisition of the Comanche complex, and (iii) $8.4 million at the DBM oil system due to increased deficiency fees on certain contracts with increasing throughput minimums. These increases were offset partially by decreases of (i) $15.2 million at the West Texas complex due to lower average fees, (ii) $10.8 million at the Powder River Basin complex due to decreased throughput, (iii) $6.9 million at the Springfield systems primarily due to lower average fees resulting from a cost-of-service rate redetermination effective January 1, 2026, and (iv) $6.1 million at the DJ Basin oil system due to decreased throughput.
Other revenues from customers
Other revenues from customers decreased by $53.5 million for the three months ended September 30, 2026, primarily due to decreases of (i) $38.9 million at the West Texas complex due to contract mix and product pricing dynamics, (ii) $19.7 million at the DBM water systems due to decreased skim-oil volumes sold and average prices, (iii) $13.2 million at the DJ Basin complex primarily due to decreased volumes sold, and (iv) $9.7 million at the Chipeta complex due to lower volumes sold. These decreases were offset partially by an increase of $28.4 million due to the acquisition of the Comanche complex.
Other revenues from customers increased by $341.2 million for the nine months ended September 30, 2026, primarily due to increases of (i) $132.7 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes sold and average prices, (ii) $127.3 million at the West Texas complex due to higher average NGLs prices, partially offset by decreased volumes sold, (iii) $42.7 million due to the acquisition of the Comanche complex, (iv) $24.7 million at the DJ Basin complex due to increased volumes sold and average prices, and (v) $8.4 million at the Chipeta complex due to increased volumes sold and average prices.
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Equity Income, Net – Related Parties
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| thousands except percentages | September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | ||||||||||||||||||||||||||||||||||||||||||||
| Equity income, net – related parties | $ | 18,803 | $ | 21,536 | (13) | % | $ | 55,115 | $ | 64,410 | (14) | % | ||||||||||||||||||||||||||||||||||||||
Equity income, net – related parties decreased by $9.3 million for the nine months ended September 30, 2026, primarily due to a decrease of $8.3 million at Mi Vida.
Cost of Product and Operation and Maintenance Expenses
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| thousands except percentages | September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | ||||||||||||||||||||||||||||||||||||||||||||
Natural-gas purchases | $ | 8,477 | $ | 10,304 | (18) | % | $ | 26,738 | $ | 26,407 | 1 | % | ||||||||||||||||||||||||||||||||||||||
| Crude oil and NGLs purchases | 108,233 | 102,363 | 6 | % | 306,742 | 174,565 | 76 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other | 4,977 | 4,773 | 4 | % | 8,531 | (65,612) | 113 | % | ||||||||||||||||||||||||||||||||||||||||||
| Cost of product | 121,687 | 117,440 | 4 | % | 342,011 | 135,360 | 153 | % | ||||||||||||||||||||||||||||||||||||||||||
| Operation and maintenance | 291,456 | 285,353 | 2 | % | 841,050 | 663,528 | 27 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total Cost of product and Operation and maintenance expenses | $ | 413,143 | $ | 402,793 | 3 | % | $ | 1,183,061 | $ | 798,888 | 48 | % | ||||||||||||||||||||||||||||||||||||||
Crude oil and NGLs purchases
Crude oil and NGLs purchases increased by $5.9 million for the three months ended September 30, 2026, primarily due to (i) $15.5 million related to the acquisition of the Comanche complex and (ii) $6.5 million at the West Texas complex due to higher purchased volumes. These increases were offset partially by a decrease of $10.0 million at the DBM water systems due to decreased volumes and lower average prices.
Crude oil and NGLs purchases increased by $132.2 million for the nine months ended September 30, 2026, primarily due to increases of (i) $66.1 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes and higher average prices, (ii) $22.9 million related to the acquisition of the Comanche complex, and (iii) $18.8 million and $18.4 million at the DJ Basin and West Texas complexes, respectively, due to increased volumes and higher average prices.
Other items
Other items increased by $74.1 million for the nine months ended September 30, 2026, primarily due to changes in imbalance positions at the West Texas and DJ Basin complexes.
Operation and maintenance expense
Operation and maintenance expense increased by $6.1 million for the three months ended September 30, 2026, primarily due to (i) $13.7 million related to the acquisition of the Comanche complex and (ii) $9.4 million in salaries and wages costs. These increases were offset partially by decreases of (i) $7.0 million in land-related costs, (ii) $4.3 million in equipment and maintenance costs, and (iii) $4.3 million in water-disposal costs.
Operation and maintenance expense increased by $177.5 million for the nine months ended September 30, 2026, primarily due to (i) $169.4 million related to the Aris acquisition, (ii) $20.9 million related to the acquisition of the Comanche complex, and (iii) $10.2 million in salaries and wages costs. These increases were offset partially by a decrease of $29.9 million in equipment and maintenance costs.
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Other Operating Expenses
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| thousands except percentages | September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | ||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 87,783 | $ | 85,929 | 2 | % | $ | 248,862 | $ | 197,051 | 26 | % | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | 20,383 | 19,736 | 3 | % | 59,605 | 51,356 | 16 | % | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 223,776 | 205,945 | 9 | % | 630,147 | 512,896 | 23 | % | ||||||||||||||||||||||||||||||||||||||||||
Long-lived asset and other impairments | 557 | 551 | 1 | % | 1,716 | 12,251 | (86) | % | ||||||||||||||||||||||||||||||||||||||||||
| Total other operating expenses | $ | 332,499 | $ | 312,161 | 7 | % | $ | 940,330 | $ | 773,554 | 22 | % | ||||||||||||||||||||||||||||||||||||||
General and administrative expenses
General and administrative expenses increased by $51.8 million for the nine months ended September 30, 2026, primarily due to increases of (i) $27.0 million in salaries and wages and (ii) $17.7 million in corporate expenses, primarily related to transaction costs for the Brazos Delaware acquisition and higher legal expenses.
Property and other taxes
Property and other taxes increased by $8.2 million for the nine months ended September 30, 2026, primarily due to the acquisition of Aris and Brazos Delaware.
Depreciation and amortization expense
Depreciation and amortization expense increased by $17.8 million for the three months ended September 30, 2026, primarily due to $16.3 million related to the acquisition of the Comanche complex.
Depreciation and amortization expense increased by $117.3 million for the nine months ended September 30, 2026, primarily due to (i) $80.3 million related to the Aris acquisition, (ii) $24.3 million related to the acquisition of the Comanche complex, and (iii) $13.5 million at the West Texas complex from new assets placed in service. These increases were offset partially by a decrease of $7.8 million due to the retirement of certain corporate assets.
Long-lived asset and other impairment expense
Long-lived asset and other impairment expense decreased by $10.5 million for the nine months ended September 30, 2026, primarily due to an impairment at the Granger complex in 2025.
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Interest Expense
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| thousands except percentages | September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | ||||||||||||||||||||||||||||||||||||||||||||
Long-term and short-term debt | $ | (122,242) | $ | (113,715) | 7 | % | $ | (351,489) | $ | (280,648) | 25 | % | ||||||||||||||||||||||||||||||||||||||
| Finance lease liabilities | (259) | (238) | 9 | % | (793) | (1,673) | (53) | % | ||||||||||||||||||||||||||||||||||||||||||
| Commitment fees and amortization of debt-related costs | (1,943) | (1,744) | 11 | % | (5,555) | (9,163) | (39) | % | ||||||||||||||||||||||||||||||||||||||||||
| Capitalized interest | 7,864 | 6,713 | 17 | % | 18,883 | 6,668 | 183 | % | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | (116,580) | $ | (108,984) | 7 | % | $ | (338,954) | $ | (284,816) | 19 | % | ||||||||||||||||||||||||||||||||||||||
Interest expense increased by $7.6 million for the three months ended September 30, 2026, primarily due to an increase of $9.5 million of interest incurred on the 5.700% Senior Notes that were issued during the second quarter of 2026.
Interest expense increased by $54.1 million for the nine months ended September 30, 2026, primarily due to increases of (i) $58.4 million of interest incurred on the 4.800% Senior Notes and the 5.500% Senior Notes that were issued during the fourth quarter of 2025, and the 5.700% Senior Notes that were issued during the second quarter of 2026, and (ii) $22.7 million of interest incurred on the 7.250% Senior Notes that were assumed as part of the acquisition of Aris during the fourth quarter of 2025. These increases were offset partially by decreases of (i) $12.2 million due to higher capitalized interest, (ii) $10.5 million due to the repayment of the 4.650% Senior Notes during the second quarter of 2026, and (iii) $6.0 million due to the repayment of the 3.950% Senior Notes during the second quarter of 2025. See Liquidity and Capital Resources—Debt and credit facilities within this Item 2.
Income Tax Expense (Benefit)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| thousands except percentages | September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | ||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | 345,759 | $ | 420,403 | (18) | % | $ | 1,128,695 | $ | 1,023,949 | 10 | % | ||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 6,780 | 5,152 | 32 | % | 15,433 | 7,763 | 99 | % | ||||||||||||||||||||||||||||||||||||||||||
| Effective tax rate | 2 | % | 1 | % | 1 | % | 1 | % | ||||||||||||||||||||||||||||||||||||||||||
We are not a taxable entity for U.S. federal income tax purposes; therefore, our federal statutory rate is zero percent. However, income apportionable to Texas is subject to Texas margin tax, and certain business activities operated through corporate subsidiaries are subject to federal and state income taxes.
Income tax expense increased by $7.7 million for the nine months ended September 30, 2026, primarily due to the Aris acquisition.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted Gross Margin. We define Adjusted Gross Margin attributable to Western Midstream Partners, LP (“Adjusted Gross Margin”) as total revenues and other (less reimbursements for electricity-related expenses recorded as revenue), less cost of product, plus distributions from equity investments, and excluding the noncontrolling interest owners’ proportionate share of revenues and cost of product. We believe Adjusted Gross Margin is an important performance measure of our operations’ profitability and performance as compared to other companies in the midstream industry. Cost of product expenses include (i) costs associated with the purchase of natural gas and NGLs pursuant to our percent-of-proceeds, percent-of-product, and keep-whole contracts, (ii) costs associated with the valuation of gas and NGLs imbalances, (iii) costs associated with our obligations under certain contracts to redeliver a volume of natural gas to shippers, which is thermally equivalent to condensate retained by us and sold to third parties, and (iv) costs associated with our offload commitments with third parties providing firm-processing capacity. The electricity-related expenses included in our Adjusted Gross Margin definition relate to pass-through expenses that are recorded as operation and maintenance expense with an offset recorded as revenue for the reimbursement by certain customers.
Adjusted EBITDA. We define Adjusted EBITDA attributable to Western Midstream Partners, LP (“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, (vi) other items impacting comparability with our core operating performance, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses. We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks, and rating agencies, use, among other measures, to assess the following:
•our operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis;
•the ability of our assets to generate cash flow to make distributions; and
•the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.
Distributable Cash Flow. We define Distributable Cash Flow (“DCF”) as Adjusted EBITDA, less total revenues and other recognized in Adjusted EBITDA in excess of (less than) customer billings; net cash paid for (i) interest expense (net of interest income recorded in other income (expense) and non-cash capitalized interest), (ii) maintenance capital expenditures, and (iii) income taxes; and Distributable Cash Flow attributable to noncontrolling interests to the extent such amounts are not excluded from Adjusted EBITDA. We believe DCF provides useful information to management and investors because it is used by other companies in the midstream industry, as well as by analysts, as a supplemental performance measure to evaluate our operating performance after cash interest expense, maintenance capital expenditures, service revenues in excess of billings, and income taxes, and to compare our operating and financial performance with that of other publicly traded partnerships that may have different capital structures or financing methods. We utilize DCF as a measure of the operating performance of our asset base and as such reconcile it to net income (loss) and Adjusted EBITDA, with the adjustments intended to enhance period-over-period comparability. DCF does not reflect changes in working capital, growth capital expenditures, acquisitions, or debt or equity financing. DCF should not be viewed as a measure of our liquidity. When evaluating our liquidity, investors should focus on net cash provided by operating activities, as well as the overall statement of cash flows, and the “Liquidity and Capital Resources” section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Free Cash Flow. We define “Free Cash Flow” as net cash provided by operating activities less total capital expenditures and contributions to equity investments, plus distributions from equity investments in excess of cumulative earnings. Management considers Free Cash Flow an appropriate metric for assessing capital discipline, cost efficiency, and balance-sheet strength. Although Free Cash Flow is the metric used to assess our ability to make distributions to unitholders, this measure should not be viewed as indicative of the actual amount of cash that is available for distributions or planned for distributions for a given period. Instead, Free Cash Flow represents the amount of cash that is available in aggregate for distributions, debt repayments, and other general partnership purposes.
Adjusted Gross Margin, Adjusted EBITDA, Distributable Cash Flow, and Free Cash Flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted Gross Margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Distributable Cash Flow is net income (loss). The GAAP measure that is most directly comparable to Free Cash Flow is net cash provided by operating activities. Our non-GAAP financial measures (i) should not be considered as alternatives to the comparable GAAP measures or any other measure of financial performance presented in accordance with GAAP, (ii) have important limitations as analytical tools because they exclude some, but not all, items that affect the comparable GAAP measures, (iii) should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, and (iv) may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.
Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.
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The following tables present reconciliations of the GAAP measures to our non-GAAP measures:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| thousands | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||
Reconciliation of Gross margin to Adjusted Gross Margin | ||||||||||||||||||||||||||||||||
| Total revenues and other | $ | 1,194,217 | $ | 1,224,719 | $ | 3,542,515 | $ | 2,811,922 | ||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Cost of product | 121,687 | 117,440 | 342,011 | 135,360 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 223,776 | 205,945 | 630,147 | 512,896 | ||||||||||||||||||||||||||||
| Gross margin | 848,754 | 901,334 | 2,570,357 | 2,163,666 | ||||||||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||||||||
| Distributions from equity investments | 24,514 | 24,630 | 74,796 | 95,217 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 223,776 | 205,945 | 630,147 | 512,896 | ||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Reimbursed electricity-related charges recorded as revenues | 34,108 | 33,410 | 101,006 | 94,063 | ||||||||||||||||||||||||||||
| Adjusted Gross Margin attributable to noncontrolling interests | 23,272 | 23,978 | 69,454 | 62,962 | ||||||||||||||||||||||||||||
Adjusted Gross Margin | $ | 1,039,664 | $ | 1,074,521 | $ | 3,104,840 | $ | 2,614,754 | ||||||||||||||||||||||||
To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted Gross Margin for natural-gas assets, per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets, and per-Bbl Adjusted Gross Margin for produced-water assets.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| thousands except per-unit amounts | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||
| Gross margin | ||||||||||||||||||||||||||||||||
Gross margin for natural-gas assets (1) | $ | 556,113 | $ | 567,265 | $ | 1,656,896 | $ | 1,606,999 | ||||||||||||||||||||||||
Gross margin for crude-oil and NGLs assets (1) | 103,161 | 116,084 | 325,457 | 315,991 | ||||||||||||||||||||||||||||
Gross margin for produced-water assets (1) | 203,780 | 216,927 | 608,486 | 264,754 | ||||||||||||||||||||||||||||
Per-Mcf Gross margin for natural-gas assets (2) | 1.02 | 1.13 | 1.08 | 1.09 | ||||||||||||||||||||||||||||
Per-Bbl Gross margin for crude-oil and NGLs assets (2) | 2.10 | 2.39 | 2.24 | 2.20 | ||||||||||||||||||||||||||||
Per-Bbl Gross margin for produced-water assets (2) | 0.73 | 0.80 | 0.75 | 0.79 | ||||||||||||||||||||||||||||
Adjusted Gross Margin | ||||||||||||||||||||||||||||||||
Adjusted Gross Margin for natural-gas assets (1) | $ | 662,699 | $ | 658,322 | $ | 1,939,830 | $ | 1,871,236 | ||||||||||||||||||||||||
Adjusted Gross Margin for crude-oil and NGLs assets (1) | 141,855 | 153,071 | 439,119 | 435,066 | ||||||||||||||||||||||||||||
Adjusted Gross Margin for produced-water assets (1) | 244,813 | 257,257 | 729,260 | 308,452 | ||||||||||||||||||||||||||||
Per-Mcf Adjusted Gross Margin for natural-gas assets (3) | 1.25 | 1.35 | 1.31 | 1.31 | ||||||||||||||||||||||||||||
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (3) | 2.93 | 3.21 | 3.07 | 3.09 | ||||||||||||||||||||||||||||
Per-Bbl Adjusted Gross Margin for produced-water assets (3) | 0.89 | 0.96 | 0.92 | 0.94 | ||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Excludes corporate-level depreciation and amortization and other corporate-level items.
(2)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
(3)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
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| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| thousands | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||
| Reconciliation of Net income (loss) to Adjusted EBITDA | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 338,979 | $ | 415,251 | $ | 1,113,262 | $ | 1,016,186 | ||||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||||||||
| Distributions from equity investments | 24,514 | 24,630 | 74,796 | 95,217 | ||||||||||||||||||||||||||||
Non-cash equity-based compensation expense | 12,730 | 13,507 | 37,091 | 29,417 | ||||||||||||||||||||||||||||
| Interest expense | 116,580 | 108,984 | 338,954 | 284,816 | ||||||||||||||||||||||||||||
| Income tax expense | 6,780 | 5,152 | 15,433 | 7,763 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 223,776 | 205,945 | 630,147 | 512,896 | ||||||||||||||||||||||||||||
Long-lived asset and other impairments | 557 | 551 | 1,716 | 12,251 | ||||||||||||||||||||||||||||
| Other expense | — | 329 | 329 | 286 | ||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Gain (loss) on divestiture and other, net | (5,831) | (4,598) | (16,796) | (8,048) | ||||||||||||||||||||||||||||
| Gain (loss) on early extinguishment of debt | — | (150) | (150) | — | ||||||||||||||||||||||||||||
| Equity income, net – related parties | 18,803 | 21,536 | 55,115 | 64,410 | ||||||||||||||||||||||||||||
| Other income | 835 | 2,834 | 10,403 | 12,923 | ||||||||||||||||||||||||||||
| Items impacting comparability | ||||||||||||||||||||||||||||||||
Acquisition-related expenses and other, net | (12,514) | 476 | (12,157) | — | ||||||||||||||||||||||||||||
| Adjusted EBITDA attributable to noncontrolling interests | 14,275 | 17,719 | 47,296 | 44,347 | ||||||||||||||||||||||||||||
Adjusted EBITDA (1) | $ | 708,348 | $ | 736,532 | $ | 2,128,017 | $ | 1,845,200 | ||||||||||||||||||||||||
| Reconciliation of Net cash provided by operating activities to Adjusted EBITDA | ||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 567,510 | $ | 534,736 | $ | 1,572,149 | $ | 1,664,980 | ||||||||||||||||||||||||
| Interest expense | 116,580 | 108,984 | 338,954 | 284,816 | ||||||||||||||||||||||||||||
Accretion and amortization of long-term obligations, net | (921) | (734) | (2,537) | (6,130) | ||||||||||||||||||||||||||||
| Current income tax expense (benefit) | 2,448 | 3,515 | 8,843 | 5,527 | ||||||||||||||||||||||||||||
| Other (income) expense, net | (792) | (2,834) | (10,356) | (12,923) | ||||||||||||||||||||||||||||
| Distributions from equity investments in excess of cumulative earnings – related parties | 4,081 | 18 | 13,988 | 26,000 | ||||||||||||||||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||||||||||||||||||||
| Accounts receivable, net | 120,046 | 47,756 | 218,028 | (19,165) | ||||||||||||||||||||||||||||
| Accounts and imbalance payables and accrued liabilities, net | (122,949) | (6,425) | (101,058) | 56,482 | ||||||||||||||||||||||||||||
| Other items, net | 24,106 | 69,711 | 125,145 | (110,040) | ||||||||||||||||||||||||||||
| Acquisition-related expenses and other, net | 12,514 | (476) | 12,157 | — | ||||||||||||||||||||||||||||
| Adjusted EBITDA attributable to noncontrolling interests | (14,275) | (17,719) | (47,296) | (44,347) | ||||||||||||||||||||||||||||
Adjusted EBITDA (1) | $ | 708,348 | $ | 736,532 | $ | 2,128,017 | $ | 1,845,200 | ||||||||||||||||||||||||
| Cash flow information | ||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 567,510 | $ | 534,736 | $ | 1,572,149 | $ | 1,664,980 | ||||||||||||||||||||||||
| Net cash provided by (used in) investing activities | (317,768) | (1,107,346) | (1,659,991) | (476,292) | ||||||||||||||||||||||||||||
| Net cash provided by (used in) financing activities | (310,008) | 29,881 | (687,149) | (2,101,864) | ||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Includes non-cash revenue of $42.6 million and $45.4 million for the three months ended September 30, 2026, and June 30, 2026, respectively, and $143.2 million and $13.3 million for the nine months ended September 30, 2026 and 2025, respectively. See Note 2—Revenue from Contracts with Customers in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
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| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| thousands | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||
| Reconciliation of Net income (loss) to Distributable Cash Flow | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 338,979 | $ | 415,251 | $ | 1,113,262 | $ | 1,016,186 | ||||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||||||||
| Distributions from equity investments | 24,514 | 24,630 | 74,796 | 95,217 | ||||||||||||||||||||||||||||
| Non-cash equity-based compensation expense | 12,730 | 13,507 | 37,091 | 29,417 | ||||||||||||||||||||||||||||
| Income tax expense | 6,780 | 5,152 | 15,433 | 7,763 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 223,776 | 205,945 | 630,147 | 512,896 | ||||||||||||||||||||||||||||
| Long-lived asset and other impairments | 557 | 551 | 1,716 | 12,251 | ||||||||||||||||||||||||||||
| Other expense | — | 329 | 329 | 286 | ||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Recognized service revenues – fee based in excess of (less than) customer billings | 38,135 | 52,810 | 139,026 | (95,969) | ||||||||||||||||||||||||||||
| Gain (loss) on divestiture and other, net | (5,831) | (4,598) | (16,796) | (8,048) | ||||||||||||||||||||||||||||
| Gain (loss) on early extinguishment of debt | — | (150) | (150) | — | ||||||||||||||||||||||||||||
| Equity income, net - related parties | 18,803 | 21,536 | 55,115 | 64,410 | ||||||||||||||||||||||||||||
| Items impacting comparability | (12,514) | 476 | (12,157) | — | ||||||||||||||||||||||||||||
| Cash paid for maintenance capital expenditures | 37,966 | 26,681 | 92,351 | 62,365 | ||||||||||||||||||||||||||||
| Capitalized interest | 7,864 | 6,713 | 18,883 | 6,668 | ||||||||||||||||||||||||||||
| Cash paid for (reimbursement of) income taxes | (127) | 10,169 | 13,491 | 2,301 | ||||||||||||||||||||||||||||
| Other income (net of interest income) | 36 | 495 | 445 | 553 | ||||||||||||||||||||||||||||
| Distributable Cash Flow attributable to noncontrolling interests | 10,699 | 14,076 | 36,519 | 39,390 | ||||||||||||||||||||||||||||
| Distributable Cash Flow | $ | 512,305 | $ | 537,157 | $ | 1,546,047 | $ | 1,602,346 | ||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to Distributable Cash Flow | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 708,348 | $ | 736,532 | $ | 2,128,017 | $ | 1,845,200 | ||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
Recognized service revenues - fee based in excess of (less than) customer billings | 38,135 | 52,810 | 139,026 | (95,969) | ||||||||||||||||||||||||||||
| Capitalized interest | 7,864 | 6,713 | 18,883 | 6,668 | ||||||||||||||||||||||||||||
| Cash paid for maintenance capital expenditures | 37,966 | 26,681 | 92,351 | 62,365 | ||||||||||||||||||||||||||||
| Cash paid for (reimbursement of) income taxes | (127) | 10,169 | 13,491 | 2,301 | ||||||||||||||||||||||||||||
| Interest expense (net of interest income) | 115,781 | 106,645 | 328,996 | 272,446 | ||||||||||||||||||||||||||||
| Distributable Cash Flow attributable to noncontrolling interests | (3,576) | (3,643) | (10,777) | (4,957) | ||||||||||||||||||||||||||||
| Distributable Cash Flow | $ | 512,305 | $ | 537,157 | $ | 1,546,047 | $ | 1,602,346 | ||||||||||||||||||||||||
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| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| thousands | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||
Reconciliation of Net cash provided by operating activities to Free Cash Flow | ||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 567,510 | $ | 534,736 | $ | 1,572,149 | $ | 1,664,980 | ||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Capital expenditures | 302,300 | 270,339 | 808,365 | 505,783 | ||||||||||||||||||||||||||||
| Contributions to equity investments — related parties | 25,132 | 810 | 27,710 | — | ||||||||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||||||||
| Distributions from equity investments in excess of cumulative earnings – related parties | 4,081 | 18 | 13,988 | 26,000 | ||||||||||||||||||||||||||||
Free Cash Flow | $ | 244,159 | $ | 263,605 | $ | 750,062 | $ | 1,185,197 | ||||||||||||||||||||||||
| Cash flow information | ||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 567,510 | $ | 534,736 | $ | 1,572,149 | $ | 1,664,980 | ||||||||||||||||||||||||
| Net cash provided by (used in) investing activities | (317,768) | (1,107,346) | (1,659,991) | (476,292) | ||||||||||||||||||||||||||||
| Net cash provided by (used in) financing activities | (310,008) | 29,881 | (687,149) | (2,101,864) | ||||||||||||||||||||||||||||
Gross margin. Refer to Operating Results within this Item 2 for a discussion of the components of gross margin as compared to the prior periods, including Revenues, Cost of Product (Natural-gas purchases, Crude oil and NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).
Gross margin decreased by $52.6 million for the three months ended September 30, 2026, primarily due to (i) a $30.5 million decrease in total revenues and other and (ii) a $17.8 million increase in depreciation and amortization.
Gross margin increased by $406.7 million for the nine months ended September 30, 2026, primarily due to a $730.6 million increase in total revenues and other. This increase was offset partially by (i) a $206.7 million increase in cost of product and (ii) a $117.3 million increase in depreciation and amortization.
Net income (loss). Refer to Operating Results within this Item 2 for a discussion of the primary components of net income (loss) as compared to the prior periods.
Net income (loss) decreased by $76.3 million for the three months ended September 30, 2026, primarily due to (i) a $30.7 million increase in total operating expenses, (ii) a $30.5 million decrease in total revenues and other, and (iii) a $7.6 million increase in interest expense.
Net income (loss) increased by $97.1 million for the nine months ended September 30, 2026, primarily due to a $730.6 million increase in total revenues and other. This increase was offset partially by (i) a $550.9 million increase in total operating expenses, (ii) a $54.1 million increase in interest expense, (iii) a $9.3 million decrease in equity income, (iv) an $8.7 million decrease in gain (loss) on divestiture and other, net, and (v) a $7.7 million increase in income tax expense (benefit).
Net cash provided by operating activities. Refer to Historical cash flow within this Item 2 for a discussion of the primary components of net cash provided by operating activities as compared to the prior periods.
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KEY PERFORMANCE METRICS
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| thousands except percentages and per-unit amounts | September 30, 2026 | June 30, 2026 | Inc/ (Dec) | September 30, 2026 | September 30, 2025 | Inc/ (Dec) | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted Gross Margin | $ | 1,039,664 | $ | 1,074,521 | (3) | % | $ | 3,104,840 | $ | 2,614,754 | 19 | % | ||||||||||||||||||||||||||||||||||||||
Per-Mcf Adjusted Gross Margin for natural-gas assets (1) | 1.25 | 1.35 | (7) | % | 1.31 | 1.31 | — | % | ||||||||||||||||||||||||||||||||||||||||||
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (1) | 2.93 | 3.21 | (9) | % | 3.07 | 3.09 | (1) | % | ||||||||||||||||||||||||||||||||||||||||||
Per-Bbl Adjusted Gross Margin for produced-water assets (1) | 0.89 | 0.96 | (7) | % | 0.92 | 0.94 | (2) | % | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 708,348 | 736,532 | (4) | % | 2,128,017 | 1,845,200 | 15 | % | ||||||||||||||||||||||||||||||||||||||||||
| Distributable Cash Flow | 512,305 | 537,157 | (5) | % | 1,546,047 | 1,602,346 | (4) | % | ||||||||||||||||||||||||||||||||||||||||||
Free Cash Flow | 244,159 | 263,605 | (7) | % | 750,062 | 1,185,197 | (37) | % | ||||||||||||||||||||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
Adjusted Gross Margin. Adjusted Gross Margin decreased by $34.9 million for the three months ended September 30, 2026, primarily due to (i) decreased throughput at the DJ Basin complex, (ii) decreased skim-oil volumes sold and average prices at the DBM water systems, and (iii) contract mix and product pricing dynamics at the West Texas complex. These decreases were offset partially by an increase of $44.8 million due to the acquisition of the Comanche complex.
Adjusted Gross Margin increased by $490.1 million for the nine months ended September 30, 2026, primarily due to (i) increased throughput at the DBM water systems, including the acquisition of Aris, increased skim-oil volumes sold, average prices, and disposal-fee revenue, (ii) the acquisition of the Comanche complex, (iii) increased throughput, volumes sold, and average prices at the DJ Basin complex, and (iv) increased deficiency fees on certain contracts with increasing throughput minimums at the DBM oil system.
Per-Mcf Adjusted Gross Margin for natural-gas assets decreased by $0.10 for the three months ended September 30, 2026, primarily due to (i) contract mix and product pricing dynamics at the West Texas complex and (ii) decreased throughput and volumes sold at the DJ Basin complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets. These decreases were offset partially by the acquisition of the Comanche complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets.
Per-Mcf Adjusted Gross Margin for natural-gas assets was flat for the nine months ended September 30, 2026, primarily due to the acquisition of the Comanche complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, partially offset by lower average fees at the West Texas complex.
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets decreased by $0.28 for the three months ended September 30, 2026, primarily due to imbalance activity resulting in higher cost of product at the GNB NGL pipeline.
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets decreased by $0.02 for the nine months ended September 30, 2026, primarily due to lower distributions at FRP, partially offset by increased deficiency fees on certain contracts with increasing throughput minimums at the DBM oil system.
Per-Bbl Adjusted Gross Margin for produced-water assets decreased by $0.07 for the three months ended September 30, 2026, primarily due to decreased skim-oil volumes sold and average prices.
Adjusted EBITDA. Adjusted EBITDA decreased by $28.2 million for the three months ended September 30, 2026, primarily due to a $30.5 million decrease in total revenues and other and a $6.1 million increase in operation and maintenance expenses.
Adjusted EBITDA increased by $282.8 million for the nine months ended September 30, 2026, primarily due to a $730.6 million increase in total revenues and other. This amount was offset partially by (i) a $206.7 million increase in cost of product (net of lower of cost or market inventory adjustments), (ii) a $177.5 million increase in operation and maintenance expenses, (iii) a $44.1 million increase in general and administrative expenses excluding non-cash equity-based compensation expense, (iv) a $20.4 million decrease in distributions from equity investments, and (v) an $8.2 million increase in property taxes.
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Distributable Cash Flow. Distributable Cash Flow decreased by $24.9 million for the three months ended September 30, 2026, primarily due to (i) a $28.2 million decrease in Adjusted EBITDA, (ii) an $11.3 million increase in cash paid for maintenance capital expenditures, and (iii) a $9.1 million increase in interest expense (net of interest income). These amounts were offset partially by (i) a $14.7 million decrease in recognized service revenues - fee based in excess of (less than) customer billings and (ii) a $10.3 million decrease in cash paid for income taxes.
Distributable Cash Flow decreased by $56.3 million for the nine months ended September 30, 2026, primarily due to (i) a $235.0 million increase in recognized service revenues - fee based in excess of (less than) customer billings, (ii) a $56.6 million increase in interest expense (net of interest income), (iii) a $30.0 million increase in cash paid for maintenance capital expenditures, (iv) a $12.2 million increase in capitalized interest, and (v) an $11.2 million increase in cash paid for income taxes. These amounts were offset partially by a $282.8 million increase in Adjusted EBITDA.
Free Cash Flow. Free Cash Flow decreased by $19.4 million for the three months ended September 30, 2026, primarily due to (i) a $24.3 million increase in contributions to equity investments and (ii) a $32.0 million increase in capital expenditures. These amounts were offset partially by (i) a $32.8 million increase in net cash provided by operating activities and (ii) a $4.1 million increase in distributions from equity investments in excess of cumulative earnings.
Free Cash Flow decreased by $435.1 million for the nine months ended September 30, 2026, primarily due to (i) a $302.6 million increase in capital expenditures, (ii) a $92.8 million decrease in net cash provided by operating activities, (iii) a $27.7 million increase in contributions to equity investments, and (iv) a $12.0 million decrease in distributions from equity investments in excess of cumulative earnings.
See Capital Expenditures and Historical Cash Flow within this Item 2 for further information.
LIQUIDITY AND CAPITAL RESOURCES
Our primary cash uses include equity and debt service, operating expenses, acquisitions, and capital expenditures. Our sources of liquidity as of September 30, 2026, included cash and cash equivalents, cash flows generated from operations, effective borrowing capacity under the RCF, our commercial paper program, and potential issuances of additional equity or debt securities. We believe that cash flows generated from these sources will be sufficient to satisfy our short-term working-capital requirements and long-term capital-expenditure and debt-service requirements.
The amount of future distributions to unitholders will be determined by the Board on a quarterly basis. We distribute all our available cash, as defined in our partnership agreement, within 55 days following each quarter’s end. The Board declared a cash distribution to unitholders for the third quarter of 2026 of $0.930 per unit, or $392.7 million in the aggregate. The cash distribution is payable on November 13, 2026, to our unitholders of record at the close of business on November 2, 2026.
In February 2025, the Board authorized the 2025 Purchase Program for the repurchase of up to $250.0 million of our common units through December 31, 2026. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to acquire any common units, and the program may be suspended or discontinued at our discretion without prior notice. During the nine months ended September 30, 2026, the Partnership repurchased no common units. As of September 30, 2026, the Partnership had an authorized amount of $250.0 million remaining under the program.
Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open-market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors, and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part II, Item 1A of this Form 10-Q.
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Working capital. Working capital is an indication of liquidity and potential needs for short-term funding. Working capital requirements are driven by changes in accounts receivable and accounts payable and other factors such as credit extended to, and the timing of collections from, our customers, and the level and timing of our spending for acquisitions, maintenance, and other capital activities. As of September 30, 2026, we had a $269.7 million working capital deficit, which we define as the amount by which current liabilities exceed current assets. The working capital deficit was primarily due to outstanding commercial paper borrowings, which are classified as current liabilities. The effective borrowing capacity under the RCF was $1.7 billion as of September 30, 2026, after taking into account the $266.0 million of outstanding commercial paper borrowings, for which we maintain availability under the RCF as support for our commercial paper program. See Note 8—Selected Components of Working Capital and Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Capital expenditures. Our business is capital intensive, requiring significant investment to maintain and improve existing facilities or to develop new midstream infrastructure. Capital expenditures include (i) maintenance capital expenditures, which include those expenditures required to maintain existing operating capacity and service capability of our assets, such as to replace system components and equipment that have been subject to significant use over time, become obsolete or reached the end of their useful lives, or to remain in compliance with regulatory or legal requirements, and (ii) expansion capital expenditures, which include expenditures to construct new midstream infrastructure and expenditures incurred to reduce costs, increase revenues, or increase system throughput or capacity from current levels. Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Acquisitions and capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:
| Nine Months Ended September 30, | ||||||||||||||||||||
| thousands | 2026 | 2025 | ||||||||||||||||||
| Acquisitions | $ | 818,723 | $ | — | ||||||||||||||||
Capital expenditures (1) | 808,365 | 505,783 | ||||||||||||||||||
Capital incurred (1) | 853,779 | 503,817 | ||||||||||||||||||
_________________________________________________________________________________________
(1)For the nine months ended September 30, 2026 and 2025, included $18.9 million and $6.7 million, respectively, of capitalized interest.
Acquisitions for the nine months ended September 30, 2026, included the acquisition of Brazos Delaware. See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Capital expenditures increased by $302.6 million for the nine months ended September 30, 2026, primarily due to increases of (i) $290.7 million at the DBM water systems related to the Pathfinder pipeline project and other water gathering systems projects and (ii) $80.7 million at the West Texas complex primarily attributable to construction costs associated with the North Loving Train II. These increases were offset partially by decreases of (i) $26.3 million at the DBM oil system related to decreases in pipeline, oil pumping, and electrical distribution projects, (ii) $21.4 million at the DJ Basin complex due to decreased spending on gathering system and well-connect projects, and (iii) $20.0 million at the Chipeta complex primarily related to lower spending on facility upgrades and gathering pipeline construction.
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Historical cash flow. The following table and discussion present a summary of our net cash flows provided by (used in) operating, investing, and financing activities:
| Nine Months Ended September 30, | ||||||||||||||||||||
| thousands | 2026 | 2025 | ||||||||||||||||||
| Net cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 1,572,149 | $ | 1,664,980 | ||||||||||||||||
| Investing activities | (1,659,991) | (476,292) | ||||||||||||||||||
| Financing activities | (687,149) | (2,101,864) | ||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (774,991) | $ | (913,176) | ||||||||||||||||
Operating activities. Net cash provided by operating activities decreased for the nine months ended September 30, 2026, primarily due to (i) the impact of changes in assets and liabilities, including as a result of the West Texas complex gas-gathering agreement amendment replacing cost-of-service fees with fixed fees (see Executive Summary within this Item 2), (ii) higher interest expense, and (iii) lower distributions from equity-investment earnings; all partially offset by higher cash operating income. Refer to Operating Results within this Item 2 for a discussion of our results of operations as compared to the prior periods.
Investing activities. Net cash used in investing activities for the nine months ended September 30, 2026, primarily included (i) the acquisition of Brazos Delaware, (ii) capital expenditures, primarily related to expansion, construction, and asset-integrity projects at the DBM water systems, West Texas complex, Powder River Basin complex, DJ Basin complex, and DJ Basin oil system, (iii) contributions to equity investments, (iv) increases to materials and supplies inventory and other, and (v) distributions received from equity investments in excess of cumulative earnings.
Net cash used in investing activities for the nine months ended September 30, 2025, primarily included (i) capital expenditures, primarily related to expansion, construction, and asset-integrity projects at the West Texas complex, Powder River Basin complex, DBM water systems, DBM oil system, DJ Basin complex, and Chipeta complex and (ii) distributions received from equity investments in excess of cumulative earnings.
Financing activities. Net cash used in financing activities for the nine months ended September 30, 2026, primarily included (i) distributions paid to WES unitholders and noncontrolling interest owners, (ii) repayment of the total principal amount outstanding of the 4.650% Senior Notes due 2026, (iii) issuance of $700.0 million in aggregate principal amount of 5.700% Senior Notes due 2036, and (iv) net commercial paper program borrowings.
Net cash used in financing activities for the nine months ended September 30, 2025, primarily included (i) distributions paid to WES unitholders and noncontrolling interest owners and (ii) repayment of the total principal amount outstanding of the 3.950% Senior Notes due 2025 and 3.100% Senior Notes due 2025 at par value.
Debt and credit facilities. As of September 30, 2026, (i) the carrying value of outstanding debt was $9.2 billion and (ii) the effective borrowing capacity under WES Operating’s $2.0 billion RCF was $1.7 billion, after taking into account the $266.0 million of outstanding commercial paper borrowings for which WES Operating maintains availability under the RCF as support for its commercial paper program.
During the nine months ended September 30, 2026, WES Operating (i) retired the 4.650% Senior Notes due 2026 on the par call date of April 1, 2026 for $440.5 million with proceeds from the public offerings of $1.2 billion in aggregate principal amount of Senior Notes issued in the fourth quarter of 2025 and (ii) completed the public offering of $700.0 million in aggregate principal amount of 5.700% Senior Notes due 2036.
For additional information on our senior notes, RCF, and commercial paper program, see Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Pipeline commitments. We have transportation contracts with volume commitments on multiple pipelines through 2040. As of September 30, 2026, we have estimated future minimum-volume-commitment fees totaling $1.2 million for the remainder of 2026, and a total of $1.2 billion in years thereafter. See Note 10—Commitments and Contingencies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
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Credit risk. We bear credit risk through exposure to non-payment or non-performance by our counterparties (e.g., Occidental and other customers, financial institutions, and other parties), including risks from a customer’s inability to satisfy payables to us for services rendered, minimum-volume-commitment deficiency payments owed, or volumes owed pursuant to gas- or NGLs-imbalance agreements. We examine and monitor the creditworthiness of customers and may establish credit limits for customers. We are subject to the risk of non-payment or late payment by producers for gathering, processing, transportation, and disposal fees. Additionally, we continue to evaluate counterparty credit risk and, in certain circumstances, are exercising our contractual rights to request adequate assurance of performance.
We expect our exposure to the concentrated risk of non-payment or non-performance to continue for as long as our commercial relationships with Occidental generate a significant portion of our revenues. While Occidental is our contracting counterparty, gathering and processing arrangements with affiliates of Occidental on most of our systems include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Our ability to make cash distributions to our unitholders may be adversely impacted if Occidental becomes unable to perform under the terms of gathering, processing, transportation, and disposal agreements.
ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING
Our consolidated financial statements include the consolidated financial results of WES Operating. Our results of operations do not differ materially from the results of operations and cash flows of WES Operating, which are reconciled below.
Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| thousands | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||
| Net income (loss) attributable to WES | $ | 331,906 | $ | 403,552 | $ | 1,085,734 | $ | 990,302 | ||||||||||||||||||||||||
Limited partner interest in WES Operating not held by WES (1) | 6,145 | 7,781 | 20,753 | 20,224 | ||||||||||||||||||||||||||||
General and administrative expenses (2) | 390 | 703 | 1,438 | 452 | ||||||||||||||||||||||||||||
| Other income (expense), net | (76) | (74) | (240) | (142) | ||||||||||||||||||||||||||||
| Income taxes | 3,713 | 1,922 | 9,010 | — | ||||||||||||||||||||||||||||
| Net income (loss) attributable to WES Operating | $ | 342,078 | $ | 413,884 | $ | 1,116,695 | $ | 1,010,836 | ||||||||||||||||||||||||
_________________________________________________________________________________________
(1)Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES.
(2)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.
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Reconciliation of net cash provided by (used in) operating and financing activities. The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows:
| Nine Months Ended September 30, | ||||||||||||||||||||
| thousands | 2026 | 2025 | ||||||||||||||||||
| WES net cash provided by operating activities | $ | 1,572,149 | $ | 1,664,980 | ||||||||||||||||
General and administrative expenses (1) | 1,438 | 452 | ||||||||||||||||||
Non-cash equity-based compensation expense | (589) | (430) | ||||||||||||||||||
| Changes in working capital | (29,000) | (21,045) | ||||||||||||||||||
| Other income (expense), net | (240) | (142) | ||||||||||||||||||
| Income taxes | 11 | — | ||||||||||||||||||
| WES Operating net cash provided by operating activities | $ | 1,543,769 | $ | 1,643,815 | ||||||||||||||||
| WES net cash provided by (used in) financing activities | $ | (687,149) | $ | (2,101,864) | ||||||||||||||||
Distributions to WES unitholders (2) | 1,146,997 | 1,051,503 | ||||||||||||||||||
Distributions to WES from WES Operating (3) | (1,148,038) | (1,052,451) | ||||||||||||||||||
| Increase (decrease) in outstanding checks | (2,412) | (66) | ||||||||||||||||||
| Other | 30,632 | 21,648 | ||||||||||||||||||
| WES Operating net cash provided by (used in) financing activities | $ | (659,970) | $ | (2,081,230) | ||||||||||||||||
_________________________________________________________________________________________
(1)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.
(2)Represents distributions to WES common and general partner unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(3)Difference attributable to elimination in consolidation of WES Operating’s distributions on WES Operating’s preferred units and partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Noncontrolling interest. WES Operating’s noncontrolling interest consists of the 25% third-party interest in Chipeta.
WES Operating distributions. WES Operating distributes all of its available cash on a quarterly basis to WES Operating unitholders according to the terms of its limited partnership agreement. See Note 4—Partnership Distributions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
CRITICAL ACCOUNTING ESTIMATES
The preparation of consolidated financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recognized during the periods reported. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2025.
RECENT ACCOUNTING DEVELOPMENTS
See Note 1—Description of Business and Basis of Presentation in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity-price risk. There have been no material changes to our commodity-price risk discussion from the disclosure set forth under Part II, Item 7A in our Form 10-K for the year ended December 31, 2025, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q.
For the nine months ended September 30, 2026, and excluding the impact of equity investments, 96% of our wellhead natural-gas volume and 100% of our crude-oil and produced-water throughput were serviced under fee-based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances.
Interest-rate risk. The Federal Open Market Committee lowered its target range for the federal funds rate three times in 2025 and raised it once during the nine months ended September 30, 2026. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of September 30, 2026, WES Operating had (i) no outstanding borrowings under the RCF that bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate at WES Operating’s option and (ii) $266.0 million outstanding in commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at September 30, 2026, it would impact the fair value of the senior notes.
Additional short-term or variable-rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4., “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of September 30, 2026.
The Partnership closed on the acquisition of Brazos Delaware on June 11, 2026. The Partnership is in the process of evaluating the incorporation of the financial information of Brazos Delaware into its financial reporting controls and procedures.
Changes in Internal Control Over Financial Reporting. There were no changes in WES’s or WES Operating’s internal control over financial reporting during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Solaris Water Midstream, LLC (“Solaris”), a subsidiary of Aris, and certain affiliates are named defendants in Cause No. 23-05-1085, Stateline Operating, LLC and Stateline Royalties, LP vs. Devon Energy Corporation, Stateline Water, LLC, Devon Energy Production Company, LP, Solaris Water Midstream, LLC, Solaris Midstream DB-TX LLC, and Aris Water Solutions, Inc., in the 143rd District Court, Loving County, Texas, which was filed on May 4, 2023. In this action, Plaintiffs sue Defendants for, among other things, negligence, waste, trespass, and nuisance based on Plaintiffs’ allegations that Defendants’ operations have harmed Plaintiffs’ oil and gas lease through the injection of disposed saltwater. Defendants dispute Plaintiffs’ claims of liability and damages in this matter. The case has been transferred to Reeves County, Texas, and the trial date is currently scheduled for November 30, 2026.
We have elected to use a $1.0 million threshold for disclosing certain proceedings arising under federal, state, or local environmental laws when a government authority is a party and potential monetary sanctions are involved. We believe proceedings under this threshold are not material to our business and financial condition.
Other than the items listed herein, we are not a party to any legal, regulatory, or administrative proceedings other than proceedings arising in the ordinary course of business. Management believes that there are no such proceedings for which a final disposition could have a material adverse effect on results of operations, cash flows, or financial condition, or for which disclosure is otherwise required by Item 103 of Regulation S-K.
Item 1A. Risk Factors
Security holders and potential investors in our securities should carefully consider the risk factor included below and those set forth under Part I, Item 1A in our Form 10-K for the year ended December 31, 2025, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management.
We may fail to successfully combine the assets and business of Brazos Delaware with our business, which could have an adverse impact on our future results.
The Brazos Delaware acquisition closed on June 11, 2026. The integration of these acquired assets involves potential risks, including the failure to realize expected profitability, growth, or accretion; environmental or regulatory compliance matters or liabilities; diversion of management’s attention from our existing business; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
If any of the risks described above or other anticipated or unanticipated liabilities were to materialize, it could have an adverse effect on our business, financial condition, and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth information with respect to repurchases made by WES of its common units in the open market or in privately negotiated transactions under the 2025 Purchase Program during the third quarter of 2026:
| Period | Total number of units purchased | Average price paid per unit | Total number of units purchased as part of publicly announced plans or programs (1) | Approximate dollar value of units that may yet be purchased under the plans or programs (1) | ||||||||||||||||||||||
| July 1-31, 2026 | — | $ | — | — | $ | 250,000,000 | ||||||||||||||||||||
| August 1-31, 2026 | — | — | — | 250,000,000 | ||||||||||||||||||||||
| September 1-30, 2026 | — | — | — | 250,000,000 | ||||||||||||||||||||||
| Total | — | — | — | |||||||||||||||||||||||
(1)In 2025, the Board authorized WES to buy back up to $250.0 million of our common units through December 31, 2026. See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional details.
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Item 5. Other Information
Insider Trading Arrangements
Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended September 30, 2026, none
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Item 6. Exhibits
Exhibits designated by an asterisk (*) are filed herewith and those designated with asterisks (**) are furnished herewith; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated.
Exhibit Index
| Exhibit Number | Description | |||||||||||||
| # | 2. | 1 | Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753). | |||||||||||
| # | 2. | 2 | Agreement and Plan of Merger, dated as of August 6, 2025, by and among Western Midstream Partners, LP, Arrakis OpCo Merger Sub LLC, Arrakis Holdings Inc., Arrakis Unit Merger Sub LLC, Arrakis Cash Merger Sub LLC, Aris Water Solutions, Inc. and Aris Water Holdings, LLC (incorporated by reference to Exhibit 2.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on August 6, 2025, File No. 001-35753). | |||||||||||
| # | 2. | 3 | Membership Interest Purchase Agreement, dated May 6, 2026, by and among Western Midstream Partners, LP, B-2 Holdings LLC and Brazos Permian II, LLC (incorporated by reference to Exhibit 2.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on June 12, 2026, File No. 001-35753) | |||||||||||
| 3. | 1 | Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763). | ||||||||||||
| 3. | 2 | Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). | ||||||||||||
| 3. | 3 | Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). | ||||||||||||
| 3. | 4 | Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763). | ||||||||||||
| 3. | 5 | Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). | ||||||||||||
| 3. | 6 | Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). | ||||||||||||
| 3. | 7 | Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753). | ||||||||||||
| 3. | 8 | Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). | ||||||||||||
| 3. | 9 | Fourth Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of October 15, 2025 (incorporated by reference to Exhibit 99.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on November 28, 2025, File No. 001-34046). | ||||||||||||
| 3. | 10 | Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). | ||||||||||||
| 3. | 11 | Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). | ||||||||||||
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| Exhibit Number | Description | |||||||||||||
| 3. | 12 | Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). | ||||||||||||
| 3. | 13 | Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). | ||||||||||||
| 4. | 1 | Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 21, 2024, File No. 001-35753). | ||||||||||||
| 4. | 2 | Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046). | ||||||||||||
| 4. | 3 | Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). | ||||||||||||
| 4. | 4 | Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). | ||||||||||||
| 4. | 5 | Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). | ||||||||||||
| 4. | 6 | Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046). | ||||||||||||
| 4. | 7 | Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046). | ||||||||||||
| 4. | 8 | Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046). | ||||||||||||
| 4. | 9 | Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046). | ||||||||||||
| 4. | 10 | Ninth Supplemental Indenture, dated as of March 2, 2018, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). | ||||||||||||
| 4. | 11 | Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). | ||||||||||||
| 4. | 12 | Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). | ||||||||||||
| 4. | 13 | Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). | ||||||||||||
| 4. | 14 | Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). | ||||||||||||
| 4. | 15 | Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). | ||||||||||||
| 4. | 16 | Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). | ||||||||||||
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| Exhibit Number | Description | |||||||||||||
| 4. | 17 | Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). | ||||||||||||
| 4. | 18 | Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). | ||||||||||||
| 4. | 19 | Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). | ||||||||||||
| 4. | 20 | Twelfth Supplemental Indenture, dated as of April 4, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046). | ||||||||||||
| 4. | 21 | Form of 6.150% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046). | ||||||||||||
| 4. | 22 | Thirteenth Supplemental Indenture, dated as of September 29, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046). | ||||||||||||
| 4. | 23 | Form of 6.350% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046). | ||||||||||||
| 4. | 24 | Fourteenth Supplemental Indenture, dated as of August 20, 2024, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No. 001-34046). | ||||||||||||
| 4. | 25 | Form of 5.450% Senior Notes due 2034 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No. 001-34046). | ||||||||||||
| 4. | 26 | Fifteenth Supplemental Indenture, dated as of December 4, 2025, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on December 4, 2025, File No. 001-34046). | ||||||||||||
| 4. | 27 | Form of 4.800% Senior Notes due 2031 (included as Exhibit A-1 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on December 4, 2025, File No. 001-34046). | ||||||||||||
| 4. | 28 | Form of 5.500% Senior Notes due 2035 (included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on December 4, 2025, File No. 001-34046). | ||||||||||||
| 4. | 29 | Indenture, dated as of March 25, 2025, by and among Aris Water Holdings, LLC, the guarantors named therein and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Aris Water Solutions, Inc.’s Current Report on Form 8-K filed on March 25, 2025, File No. 001-40955). | ||||||||||||
| 4. | 30 | Form of 7.250% Senior Notes due 2030 (included as Exhibit A in Exhibit 4.1 to Aris Water Solutions, Inc.’s Current Report on Form 8-K filed on March 25, 2025, File No. 001-40955). | ||||||||||||
| 4. | 31 | Supplemental Indenture, dated as of October 15, 2025, by and among Western Midstream Operating, LP and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on October 15, 2025, File No. 001-34046). | ||||||||||||
| 4. | 32 | Sixteenth Supplemental Indenture, dated as of June 25, 2026, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on June 25, 2026, File No. 001-35753). | ||||||||||||
| 4. | 33 | Form of 5.700% Senior Notes due 2036 (included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on June 25, 2026, File No. 001-34046). | ||||||||||||
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| Exhibit Number | Description | |||||||||||||
| * | 31. | 1 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. | |||||||||||
| * | 31. | 2 | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. | |||||||||||
| * | 31. | 3 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. | |||||||||||
| * | 31. | 4 | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. | |||||||||||
| ** | 32. | 1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. | |||||||||||
| ** | 32. | 2 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. | |||||||||||
| * | 101. | INS | XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||||||
| * | 101. | SCH | Inline XBRL Schema Document | |||||||||||
| * | 101. | CAL | Inline XBRL Calculation Linkbase Document | |||||||||||
| * | 101. | DEF | Inline XBRL Definition Linkbase Document | |||||||||||
| * | 101. | LAB | Inline XBRL Label Linkbase Document | |||||||||||
| * | 101. | PRE | Inline XBRL Presentation Linkbase Document | |||||||||||
| * | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||||||
______________________________________________________________________________________
| # | Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| WESTERN MIDSTREAM PARTNERS, LP | |||||
| November 4, 2026 | |||||
/s/ Oscar K. Brown | |||||
Oscar K. Brown President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) | |||||
| November 4, 2026 | |||||
| /s/ Kristen S. Shults | |||||
Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) | |||||
| WESTERN MIDSTREAM OPERATING, LP | |||||
| November 4, 2026 | |||||
/s/ Oscar K. Brown | |||||
Oscar K. Brown President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) | |||||
| November 4, 2026 | |||||
| /s/ Kristen S. Shults | |||||
Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) | |||||
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