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Watchlist
Account
Western Midstream
WES
#1335
Rank
$17.30 B
Marketcap
๐บ๐ธ
United States
Country
$43.95
Share price
1.06%
Change (1 day)
17.58%
Change (1 year)
๐ข Oil&Gas
โก Energy
Categories
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Revenue
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Price history
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Annual Reports (10-K)
Western Midstream
Quarterly Reports (10-Q)
Submitted on 2026-05-06
Western Midstream - 10-Q quarterly report FY
Text size:
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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
March 31, 2026
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
WESTERN MIDSTREAM PARTNERS, LP
WESTERN MIDSTREAM OPERATING, LP
(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
001-35753
Delaware
46-0967367
Western Midstream Operating, LP
001-34046
Delaware
26-1075808
Address of principal executive offices:
Zip Code:
Registrant’s telephone number, including area code:
Western Midstream Partners, LP
9950 Woodloch Forest Drive, Suite 2800
The Woodlands,
Texas
77380
(346)
786-5000
Western Midstream Operating, LP
9950 Woodloch Forest Drive, Suite 2800
The Woodlands,
Texas
77380
(346)
786-5000
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 May 1, 2026:
Western Midstream Partners, LP
Common units
WES
New York Stock Exchange
393,781,339
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
Yes
þ
No
¨
Western Midstream Operating, LP
Yes
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
Yes
þ
No
¨
Western Midstream Operating, LP
Yes
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
Large Accelerated Filer
Accelerated Filer
Non-accelerated Filer
Smaller Reporting Company
Emerging Growth Company
þ
☐
☐
☐
☐
Western Midstream Operating, LP
Large Accelerated Filer
Accelerated Filer
Non-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 for the three
months ended
March 31
, 202
6
and 20
25
6
Consolidated Balance Sheets as of
March 31
, 202
6
, and December 31, 202
5
7
Consolidated Statements of Equity and Partners’ Capital for the
three
months ended
March 31
, 202
6
and 202
5
8
Consolidated Statements of Cash Flows for the
three
months ended
March 31
, 202
6
and 20
25
9
Western Midstream Operating, LP
Consolidated Statements of Operations for the three
months ended
March 31
, 202
6
and 20
25
10
Consolidated Balance Sheets as of
March 31
, 202
6
, and December 31, 20
25
11
Consolidated Statements of Equity and Partners’ Capital for the
three
months ended
March 31
, 202
6
and 202
5
12
Consolidated Statements of Cash Flows for the
three
months ended
March 31
, 202
6
and 20
25
13
Notes to Consolidated Financial Statements
14
Note 1. Description of Business and Basis of Presentation
14
Note 2. Revenue from Contracts with Customers
17
Note 3. Acquisitions and Divestitures
19
Note 4. Partnership Distributions
20
Note 5. Equity and Partners’ Capital
21
Note 6. Related-Party Transactions
22
Note 7. Equity Investments
26
Note 8. Selected Components of Working Capital
27
Note 9. Debt
28
Note 10. Commitments and Contingencies
29
Note 11. Reportable Segment
30
Note 12. Subsequent Event
32
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
33
Cautionary Note Regarding Forward-Looking Statements
33
Executive Summary
34
Outlook
36
Acquisitions and Divestitures
37
Results of Operations
37
Operating Results
37
Reconciliation of Non-GAAP Financial Measures
43
Key Performance Metrics
49
Liquidity and Capital Resources
50
Items Affecting the Comparability of Financial Results with WES Operating
54
Critical Accounting Estimates
55
Recent Accounting Developments
55
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
56
Item 4.
Controls and Procedures
56
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
57
Item 1A.
Risk Factors
57
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
58
Item 5.
Other Information
58
Item 6.
Exhibits
59
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.
Chipeta
Chipeta Processing, LLC, in which we are the managing member and own a 75% interest.
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.
Springfield system
The Springfield gas
-
gathering system and Springfield oil
-
gathering system.
TEG
Texas Express Gathering LLC, in which we own a 20% interest.
4
Defined Term
Definition
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
March 31,
thousands except per-unit amounts
2026
2025
Revenues and other
Service revenues – fee based
$
933,302
$
823,197
Service revenues – product based
88,767
59,252
Product sales
99,616
34,469
Other
1,894
198
Total revenues and other
(1)
1,123,579
917,116
Equity income, net – related parties
14,776
20,435
Operating expenses
Cost of product
102,884
41,492
Operation and maintenance
264,241
226,514
General and administrative
75,150
66,786
Property and other taxes
19,486
17,826
Depreciation and amortization
200,426
170,460
Long
-
lived asset and other impairments
608
3
Total operating expenses
(2)
662,795
523,081
Gain (loss) on divestiture and other, net
(3)
(
6,367
)
(
4,667
)
Operating income (loss)
469,193
409,803
Interest expense
(
113,390
)
(
97,293
)
Other income (expense), net
6,730
7,477
Income (loss) before income taxes
362,533
319,987
Income tax expense (benefit)
3,501
3,435
Net income (loss)
359,032
316,552
Net income (loss) attributable to noncontrolling interests
8,756
7,545
Net income (loss) attributable to Western Midstream Partners, LP
$
350,276
$
309,007
Limited partners’ interest in net income (loss):
Net income (loss) attributable to Western Midstream Partners, LP
$
350,276
$
309,007
General partner interest in net (income) loss
(
7,886
)
(
7,170
)
Limited partners’ interest in net income (loss)
(4)
342,390
301,837
Net income (loss) per common unit – basic
(4)
$
0.86
$
0.79
Net income (loss) per common unit – diluted
(4)
$
0.85
$
0.79
Weighted
-
average common units outstanding – basic
(4)
399,095
380,986
Weighted
-
average common units outstanding – diluted
(4)
400,569
382,494
_________________________________________________________________________________________
(1)
Total revenues and other includes related-party amounts of $
561.5
million and $
558.4
million for the three months ended March 31, 2026 and 2025, respectively. See
Note 6
.
(2)
Total operating expenses includes related-party amounts of $(
4.6
) million and $(
12.1
) million for the three months ended March 31, 2026 and 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
March 31,
2026
December 31,
2025
ASSETS
Current assets
Cash and cash equivalents
$
647,495
$
819,491
Accounts receivable, net
822,747
773,197
Other current assets
69,165
64,253
Total current assets
1,539,407
1,656,941
Property, plant, and equipment
Cost
17,865,350
17,648,375
Less accumulated depreciation
6,570,657
6,427,467
Net property, plant, and equipment
11,294,693
11,220,908
Goodwill
347,643
353,257
Other intangible assets
901,905
913,758
Equity investments
495,751
504,859
Other assets
345,103
348,697
Total assets
(1)
$
14,924,502
$
14,998,420
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables
$
413,812
$
319,170
Short
-
term debt
445,603
448,825
Accrued ad valorem taxes
49,784
60,114
Accrued liabilities
497,958
408,375
Total current liabilities
1,407,157
1,236,484
Long-term liabilities
Long
-
term debt
8,194,171
8,195,170
Deferred income taxes
111,898
111,277
Asset retirement obligations
443,152
427,858
Other liabilities
1,261,134
864,509
Total long
-
term liabilities
10,010,355
9,598,814
Total liabilities
(2)
11,417,512
10,835,298
Equity and partners’ capital
Common units (
393,775,833
and
408,141,366
units issued and outstanding at March 31, 2026, and December 31, 2025, respectively)
3,361,526
4,016,606
General partner units (
9,060,641
units issued and outstanding at March 31, 2026, and December 31, 2025)
4,265
4,624
Total partners’ capital
3,365,791
4,021,230
Noncontrolling interests
141,199
141,892
Total equity and partners’ capital
3,506,990
4,163,122
Total liabilities, equity, and partners’ capital
$
14,924,502
$
14,998,420
________________________________________________________________________________________
(1)
Total assets includes related
-
party amounts of $
926.5
million and $
946.4
million as of March 31, 2026, and December 31, 2025, respectively, which includes related
-
party accounts receivable, net of $
390.5
million and $
407.9
million as of March 31, 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 March 31, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $
25.0
million and $
20.6
million
as of March 31, 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
$
4,016,606
$
4,624
$
141,892
$
4,163,122
Net income (loss)
342,390
7,886
8,756
359,032
Distributions to Chipeta noncontrolling interest owner
—
—
(
2,117
)
(
2,117
)
Distributions to noncontrolling interest owner of WES Operating
—
—
(
7,332
)
(
7,332
)
Distributions to Partnership unitholders
(
371,430
)
(
8,245
)
—
(
379,675
)
WES unit redemption with Occidental
(1)
(
610,000
)
—
—
(
610,000
)
Equity-based compensation expense
10,854
—
—
10,854
Other
(
26,894
)
—
—
(
26,894
)
Balance at March 31, 2026
$
3,361,526
$
4,265
$
141,199
$
3,506,990
________________________________________________________________________________________
(1)
See
Note 5
.
Partners’ Capital
thousands
Common
Units
General Partner
Units
Noncontrolling
Interests
Total
Balance at December 31, 2024
$
3,224,802
$
10,803
$
139,565
$
3,375,170
Net income (loss)
301,837
7,170
7,545
316,552
Distributions to noncontrolling interest owner of WES Operating
—
—
(
6,949
)
(
6,949
)
Distributions to Partnership unitholders
(
333,068
)
(
7,928
)
—
(
340,996
)
Equity-based compensation expense
8,248
—
—
8,248
Other
(
18,454
)
—
—
(
18,454
)
Balance at March 31, 2025
$
3,183,365
$
10,045
$
140,161
$
3,333,571
See accompanying Notes to Consolidated Financial Statements.
8
Table of Contents
WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
thousands
2026
2025
Cash flows from operating activities
Net income (loss)
$
359,032
$
316,552
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
200,426
170,460
Long
-
lived asset and other impairments
608
3
Non
-
cash equity
-
based compensation expense
10,854
8,248
Deferred income taxes
621
1,713
Accretion and amortization of long
-
term obligations, net
882
2,202
Equity income, net – related parties
(
14,776
)
(
20,435
)
Distributions from equity
-
investment earnings – related parties
15,763
23,337
(Gain) loss on divestiture and other, net
(1)
6,367
4,667
Other
(
4
)
190
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net
(
50,226
)
28,634
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net
(
28,316
)
(
46,684
)
Change in other items, net
(
31,328
)
41,906
Net cash provided by operating activities
469,903
530,793
Cash flows from investing activities
Capital expenditures
(
235,726
)
(
142,402
)
Contributions to equity investments – related parties
(
1,768
)
—
Distributions from equity investments in excess of cumulative earnings – related parties
9,889
11,007
Proceeds from the sale of assets to third parties
—
19
(Increase) decrease in materials and supplies inventory and other
(
7,272
)
(
9,414
)
Net cash used in investing activities
(
234,877
)
(
140,790
)
Cash flows from financing activities
Borrowings, net of debt issuance costs
(
132
)
—
Repayments of debt
—
(
663,831
)
Increase (decrease) in outstanding checks
13,461
(
113
)
Distributions to Partnership unitholders
(1)
(
379,675
)
(
340,996
)
Distributions to Chipeta noncontrolling interest owner
(
2,117
)
—
Distributions to noncontrolling interest owner of WES Operating
(
7,332
)
(
6,949
)
Other
(
31,227
)
(
20,131
)
Net cash used in financing activities
(
407,022
)
(
1,032,020
)
Net increase (decrease) in cash and cash equivalents
(
171,996
)
(
642,017
)
Cash and cash equivalents at beginning of period
819,491
1,090,464
Cash and cash equivalents at end of period
$
647,495
$
448,447
Supplemental disclosures
Interest paid, net of capitalized interest
$
124,776
$
119,905
Accrued capital expenditures
97,352
88,894
Income taxes paid (reimbursements received)
3,449
—
WES unit redemption with Occidental
(1)
610,000
—
_________________________________________________________________________________________
(1)
See
Note 6
.
See accompanying Notes to Consolidated Financial Statements.
9
Table of Contents
WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
thousands
2026
2025
Revenues and other
Service revenues – fee based
$
933,302
$
823,197
Service revenues – product based
88,767
59,252
Product sales
99,616
34,469
Other
1,894
198
Total revenues and other
(1)
1,123,579
917,116
Equity income, net – related parties
14,776
20,435
Operating expenses
Cost of product
102,884
41,492
Operation and maintenance
264,241
226,514
General and administrative
74,805
66,974
Property and other taxes
19,486
17,826
Depreciation and amortization
200,426
170,460
Long-lived asset and other impairments
608
3
Total operating expenses
(2)
662,450
523,269
Gain (loss) on divestiture and other, net
(3)
(
6,367
)
(
4,667
)
Operating income (loss)
469,538
409,615
Interest expense
(
113,390
)
(
97,293
)
Other income (expense), net
6,640
7,431
Income (loss) before income taxes
362,788
319,753
Income tax expense (benefit)
126
3,435
Net income (loss)
362,662
316,318
Net income (loss) attributable to noncontrolling interest
1,929
1,242
Net income (loss) attributable to Western Midstream Operating, LP
$
360,733
$
315,076
________________________________________________________________________________________
(1)
Total revenues and other includes related-party amounts of $
561.5
million and $
558.4
million for the three months ended March 31, 2026 and 2025, respectively. See
Note 6
.
(2)
Total operating expenses includes related-party amounts of $(
3.1
) million and $(
10.6
) million for the three months ended March 31, 2026 and 2025, respectively, all primarily related to changes in imbalance positions. See
Note 6
.
(3)
See
Note 6
.
See accompanying Notes to Consolidated Financial Statements.
10
Table of Contents
WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of units
March 31,
2026
December 31,
2025
ASSETS
Current assets
Cash and cash equivalents
$
636,376
$
808,372
Accounts receivable, net
833,628
773,165
Other current assets
68,904
63,604
Total current assets
1,538,908
1,645,141
Property, plant, and equipment
Cost
17,865,350
17,648,375
Less accumulated depreciation
6,570,657
6,427,467
Net property, plant, and equipment
11,294,693
11,220,908
Goodwill
347,643
353,257
Other intangible assets
901,905
913,758
Equity investments
495,751
504,859
Other assets
340,631
345,529
Total assets
(1)
$
14,919,531
$
14,983,452
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables
$
413,521
$
376,947
Short
-
term debt
445,603
448,825
Accrued ad valorem taxes
49,784
60,114
Accrued liabilities
456,549
326,873
Total current liabilities
1,365,457
1,212,759
Long-term liabilities
Long
-
term debt
8,194,171
8,195,170
Deferred income taxes
33,892
36,646
Asset retirement obligations
443,152
427,858
Other liabilities
1,256,485
859,947
Total long
-
term liabilities
9,927,700
9,519,621
Total liabilities
(2)
11,293,157
10,732,380
Equity and partners’ capital
Common units (
404,147,536
and
403,205,667
units issued and outstanding at March 31, 2026, and December 31, 2025, respectively)
2,723,066
3,347,576
Preferred units (
21,965,846
units issued and outstanding at March 31, 2026, and December 31, 2025)
868,978
868,978
Total partners’ capital
3,592,044
4,216,554
Noncontrolling interest
34,330
34,518
Total equity and partners’ capital
3,626,374
4,251,072
Total liabilities, equity, and partners’ capital
$
14,919,531
$
14,983,452
_________________________________________________________________________________________
(1)
Total assets includes related
-
party amounts of $
932.8
million and $
943.2
million as of March 31, 2026, and December 31, 2025, respectively, which includes related
-
party accounts receivable, net of $
401.4
million and $
407.9
million as of March 31, 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 March 31, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $
25.0
million
and $
76.0
million as of March 31, 2026, and December 31, 2025, respectively. See
Note 6
.
See accompanying Notes to Consolidated Financial Statements.
11
Table of Contents
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
$
3,347,576
$
868,978
$
34,518
$
4,251,072
Net income (loss)
345,787
14,946
1,929
362,662
Distributions to Chipeta noncontrolling interest owner
—
—
(
2,117
)
(
2,117
)
Distributions to WES Operating unitholders
(
370,965
)
(
14,946
)
—
(
385,911
)
Contributions of equity-based compensation from WES
10,668
—
—
10,668
Distribution of receivable related to the WES unit redemption with Occidental
(1)
(
610,000
)
—
—
(
610,000
)
Balance at March 31, 2026
$
2,723,066
$
868,978
$
34,330
$
3,626,374
________________________________________________________________________________________
(1)
See
Note 5
.
thousands
Common
Units
Noncontrolling
Interest
Total
Balance at December 31, 2024
$
3,399,650
$
26,476
$
3,426,126
Net income (loss)
315,076
1,242
316,318
Distributions to WES Operating unitholders
(
347,356
)
—
(
347,356
)
Contributions of equity-based compensation from WES
8,144
—
8,144
Balance at March 31, 2025
$
3,375,514
$
27,718
$
3,403,232
See accompanying Notes to Consolidated Financial Statements.
12
Table of Contents
WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
thousands
2026
2025
Cash flows from operating activities
Net income (loss)
$
362,662
$
316,318
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
200,426
170,460
Long-lived asset and other impairments
608
3
Non-cash equity-based compensation expense
10,668
8,144
Deferred income taxes
(
2,754
)
1,713
Accretion and amortization of long-term obligations, net
882
2,202
Equity income, net – related parties
(
14,776
)
(
20,435
)
Distributions from equity-investment earnings – related parties
15,763
23,337
(Gain) loss on divestiture and other, net
(1)
6,367
4,667
Other
(
4
)
190
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net
(
61,138
)
(
9,486
)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net
(
43,674
)
(
30,834
)
Change in other items, net
(
30,498
)
45,186
Net cash provided by operating activities
444,532
511,465
Cash flows from investing activities
Capital expenditures
(
235,726
)
(
142,402
)
Contributions to equity investments – related parties
(
1,768
)
—
Distributions from equity investments in excess of cumulative earnings – related parties
9,889
11,007
Proceeds from the sale of assets to third parties
—
19
(Increase) decrease in materials and supplies inventory and other
(
7,272
)
(
9,414
)
Net cash used in investing activities
(
234,877
)
(
140,790
)
Cash flows from financing activities
Borrowings, net of debt issuance costs
(
132
)
—
Repayments of debt
—
(
663,831
)
Increase (decrease) in outstanding checks
10,841
(
118
)
Distributions to WES Operating unitholders
(1)
(
385,911
)
(
347,356
)
Distributions to Chipeta noncontrolling interest owner
(
2,117
)
—
Other
(
4,332
)
(
1,677
)
Net cash used in financing activities
(
381,651
)
(
1,012,982
)
Net increase (decrease) in cash and cash equivalents
(
171,996
)
(
642,307
)
Cash and cash equivalents at beginning of period
808,372
1,084,446
Cash and cash equivalents at end of period
$
636,376
$
442,139
Supplemental disclosures
Interest paid, net of capitalized interest
$
124,776
$
119,905
Accrued capital expenditures
97,352
88,894
Income taxes paid (reimbursements received)
3,449
—
Distribution of receivable related to the WES unit redemption with Occidental
(1)
610,000
—
________________________________________________________________________________________
(1)
See
Note 6.
See accompanying Notes to Consolidated Financial Statements.
13
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
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 March 31, 2026, the Partnership owns, directly and indirectly, a
98.1
% 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 March 31, 2026, a
1.9
% 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 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
).
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 March 31, 2026, the Partnership’s assets and investments consisted of the following:
Wholly
Owned and
Operated
Operated
Interests
Non-Operated Interests
Equity
Interests
Gathering systems
13
2
1
—
Treating facilities
43
3
—
—
Processing plants/trains
27
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
These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).
14
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
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.
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
1.9
%,
1.9
%, and
2.0
% limited partner interest in WES Operating as of March 31, 2026, December 31, 2025, and March 31, 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 March 31, 2026, and December 31, 2025, other current assets includes (i) $
0.8
million and $
2.7
million, respectively, of NGLs inventory and (ii) $
14.0
million and $
10.1
million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets. As of March 31, 2026, and December 31, 2025, other assets includes (i) $
4.5
million and $
3.2
million, respectively, of NGLs line
-
fill inventory and (ii) $
141.9
million and $
131.6
million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.
15
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
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
.
Equity-based compensation.
During the three months ended March 31, 2026 and 2025, the Partnership issued
941,869
and
770,505
common units, respectively, under its long-term incentive plans. Compensation expense was $
11.0
million and $
8.2
million for the three months ended March 31, 2026 and 2025, respectively.
New accounting pronouncements not yet adopted.
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires additional disclosure and disaggregation of certain income statement expense line items and may be applied prospectively or retrospectively. The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal-year 2027 annual financial statements. The Partnership is assessing the impact of this guidance on its disclosures in the Notes to the Consolidated Financial Statements.
16
Table of Contents
WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
The following table summarizes revenue from contracts with customers:
Three Months Ended March 31,
thousands
2026
2025
Revenue from customers
Service revenues – fee based
$
933,302
$
823,197
Service revenues – product based
88,767
59,252
Product sales
99,616
34,469
Total revenue from customers
1,121,685
916,918
Revenue from other than customers
Other
1,894
198
Total revenues and other
$
1,123,579
$
917,116
Contract balances.
Receivables from customers, which are included in accounts receivable, net on the consolidated balance sheets, were $
807.5
million and $
737.0
million as of March 31, 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
$
10,515
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period
(
867
)
Additional estimated revenues recognized
7,154
Contract assets balance at March 31, 2026
$
16,802
Contract assets at March 31, 2026
Other current assets
$
10,013
Other assets
6,789
Total contract assets from contracts with customers
$
16,802
17
Table of Contents
WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
Contract liabilities primarily relate to (i) consideration received from customers for which revenue recognition is deferred, (ii) aid
-
in
-
construction payments received from customers that must be recognized over the expected period of customer benefit, and (iii) fees that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of customer benefit.
The following table summarizes activity related to contract liabilities from contracts with customers:
thousands
Contract liabilities balance at December 31, 2025
$
767,148
Cash received or receivable, excluding revenues recognized during the period
6,197
Revenues recognized that were included in the contract liability balance at the beginning of the period
(
32,262
)
Non-cash consideration received for WES unit redemption from Occidental, net of revenues recognized in the period
(1)
594,271
Contract liabilities balance at March 31, 2026
$
1,335,354
Contract liabilities at March 31, 2026
Accrued liabilities
$
185,942
Other liabilities
1,149,412
Total contract liabilities from contracts with customers
$
1,335,354
________________________________________________________________________________________
(1)
See
Note 6
.
Transaction price allocated to remaining performance obligations.
Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 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
$
1,142,973
2027
1,660,240
2028
1,182,021
2029
872,245
2030
727,346
Thereafter
2,395,391
Total
$
7,980,216
18
Table of Contents
WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
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 (see
Note 9
). 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 three months ended March 31, 2026, general and administrative expenses in the consolidated statements of operations include acquisition-related transaction costs of $
0.5
million.
The following is the preliminary acquisition-date fair value for the assets acquired and liabilities assumed in the Aris acquisition. Measurement period adjustments recorded during the three months ended March 31, 2026, resulted in a $
5.6
million reduction to goodwill. The preliminary fair values are subject to change within the measurement period (up to one year from the acquisition date), pending a final determination of the values assigned to tangible and identifiable intangible assets of approximately $
10.0
million.
thousands
Assets acquired:
Cash and cash equivalents
$
46,362
Accounts receivable, net
90,240
Other current assets
9,627
Property, plant, and equipment
1,460,748
Goodwill
342,860
Other intangible assets
298,844
Other assets
16,706
Total assets acquired
2,265,387
Liabilities assumed:
Accounts payable and accrued liabilities
6,683
Other current liabilities
153,173
Long-term debt
531,675
Asset retirement obligation
52,020
Other liabilities
94,651
Total liabilities assumed
838,202
Net assets acquired
$
1,427,185
19
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES
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.
The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the Aris acquisition using inputs that are not observable in the market and thus represent Level 3 inputs. The fair values of the produced-water disposal and recycling systems and related facilities and equipment are based on market and cost approaches.
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
$
0.910
$
355,253
May 15, 2025
May 2, 2025
June 30
0.910
355,254
August 14, 2025
August 1, 2025
September 30
0.910
379,521
November 14, 2025
October 31, 2025
December 31
0.910
379,675
February 13, 2026
February 2, 2026
2026
March 31
$
0.930
$
374,643
May 15, 2026
May 1, 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
$
363,290
May 2025
June 30
363,290
August 2025
September 30
391,568
October 2025
December 31
385,911
February 2026
2026
March 31
$
378,683
May 2026
20
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
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 March 31, 2026, Occidental held
150,374,176
common units, representing a
37.3
% limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held
9,060,641
general partner units, representing a
2.2
% general partner interest in the Partnership. The public held
243,401,657
common units, representing a
60.5
% 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.
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 three months ended March 31, 2026, the Partnership repurchased
no
common units. As of March 31, 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 March 31, 2026, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a
98.1
% limited partner interest and the entire non
-
economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a
1.9
% limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see
Note 1
).
Partnership’s net income (loss) per common unit.
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
March 31,
thousands except per-unit amounts
2026
2025
Net income (loss)
Limited partners’ interest in net income (loss)
$
342,390
$
301,837
Weighted-average common units outstanding
Basic
399,095
380,986
Dilutive effect of non-vested phantom units
1,474
1,508
Diluted
400,569
382,494
Excluded due to anti-dilutive effect
402
250
Net income (loss) per common unit
Basic
$
0.86
$
0.79
Diluted
$
0.85
$
0.79
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.
21
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
Summary of related-party transactions.
The following tables summarize material related
-
party transactions included in the Partnership’s consolidated financial statements:
Statements of operations
Three Months Ended
March 31,
thousands
2026
2025
Revenues and other
Service revenues – fee based
$
538,061
$
541,745
Service revenues – product based
17,026
11,859
Product sales
5,855
4,798
Other
517
—
Total revenues and other
561,459
558,402
Equity income, net – related parties
(1)
14,776
20,435
Operating expenses
Cost of product
(2)
(
6,030
)
(
14,014
)
Operation and maintenance
1,449
1,921
General and administrative
(
20
)
31
Total operating expenses
(
4,601
)
(
12,062
)
Gain (loss) on divestiture and other, net
1,366
—
_________________________________________________________________________________________
(1)
See
Note 7
.
(2)
Includes related-party natural
-
gas and NGLs imbalances.
Balance sheets
thousands
March 31,
2026
December 31,
2025
Assets
Accounts receivable, net
$
390,511
$
407,941
Other current assets
6,478
524
Equity investments
(1)
495,751
504,859
Other assets
33,717
33,124
Total assets
926,457
946,448
Liabilities
Accounts and imbalance payables
25,005
20,639
Accrued liabilities
181,508
14,991
Other liabilities
(2)
1,030,993
631,291
Total liabilities
1,237,506
666,921
_________________________________________________________________________________________
(1)
See
Note 7
.
(2)
Includes contract liabilities from contracts with customers. See
Note 2
.
22
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
Statements of cash flows
Three Months Ended
March 31,
thousands
2026
2025
Distributions from equity
-
investment earnings – related parties
$
15,763
$
23,337
Contributions to equity investments – related parties
(
1,768
)
—
Distributions from equity investments in excess of cumulative earnings – related parties
9,889
11,007
Distributions to Partnership unitholders
(1)
(
159,015
)
(
152,899
)
Distributions to WES Operating unitholders
(2)
(
7,332
)
(
6,949
)
_________________________________________________________________________________________
(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
March 31,
thousands
2026
2025
General and administrative
(1)
$
1,500
$
1,537
_________________________________________________________________________________________
(1)
Includes an intercompany service fee between the Partnership and WES Operating.
Balance sheets
thousands
March 31,
2026
December 31,
2025
Accounts receivable, net
(1)
$
401,426
$
407,941
Other current assets
6,360
447
Other assets
29,245
29,957
Accounts and imbalance payables
(1)
25,005
76,040
_________________________________________________________________________________________
(1)
Includes balances related to transactions between the Partnership and WES Operating.
Statements of cash flows
Three Months Ended
March 31,
thousands
2026
2025
Distributions to WES Operating unitholders
(1)
$
(
385,911
)
$
(
347,356
)
_________________________________________________________________________________________
(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.
23
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
Related-party revenues.
Related
-
party revenues include amounts earned by the Partnership from services provided to Occidental and from the sale of natural gas, condensate, 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
33
% and
36
% for the three months ended March 31, 2026 and 2025, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was
92
% and
91
% for the three months ended March 31, 2026 and 2025, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was
38
% and
80
% for the three months ended March 31, 2026 and 2025, respectively, which decreased primarily due to the addition of third-party volumes from the Aris acquisition.
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 (“AEP”), 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 subsidiary of ConocoPhillips 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.
As of March 31, 2026, Occidental indirectly holds all of the equity interests of the general partner and, following the consummation of the transactions contemplated by the Unit Redemption Agreement, indirectly holds
38.2
% of the Partnership’s outstanding common units. 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.
24
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS
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.
Customer concentration.
Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented in the consolidated statements of operations.
25
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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 March 31, 2026
FRP
33.33
%
$
176,806
$
8,311
$
—
$
(
8,812
)
$
(
3,318
)
$
172,987
Mi Vida
50.00
%
31,741
(
2,005
)
1,768
1,979
(
1,979
)
31,504
Red Bluff Express
30.00
%
111,795
4,825
—
(
4,825
)
(
461
)
111,334
Rendezvous
(2)
22.00
%
372
(
171
)
—
(
101
)
(
100
)
—
TEG
20.00
%
13,935
135
—
(
141
)
(
154
)
13,775
TEP
20.00
%
164,034
2,908
—
(
3,090
)
(
2,996
)
160,856
White Cliffs
10.00
%
6,176
773
—
(
773
)
(
881
)
5,295
Total
$
504,859
$
14,776
$
1,768
$
(
15,763
)
$
(
9,889
)
$
495,751
_________________________________________________________________________________________
(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 reduced to
zero
as of March 31, 2026, as cumulative equity method losses exceeded our investment balance. Further losses have been suspended as the Partnership has no obligation to fund losses or provide other financial support.
26
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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
March 31,
2026
December 31,
2025
March 31,
2026
December 31,
2025
Trade receivables, net
$
812,799
$
759,183
$
823,714
$
759,183
Other receivables, net
9,948
14,014
9,914
13,982
Total accounts receivable, net
$
822,747
$
773,197
$
833,628
$
773,165
A summary of other current assets is as follows:
The Partnership
WES Operating
thousands
March 31,
2026
December 31,
2025
March 31,
2026
December 31,
2025
NGLs inventory
$
837
$
2,733
$
837
$
2,733
Materials and supplies
13,965
10,103
13,965
10,103
Imbalance receivables
15,826
12,220
15,826
12,220
Prepaid insurance
11,087
16,111
10,944
15,540
Contract assets
10,013
3,386
10,013
3,386
Other
17,437
19,700
17,319
19,622
Total other current assets
$
69,165
$
64,253
$
68,904
$
63,604
A summary of accrued liabilities is as follows:
The Partnership
WES Operating
thousands
March 31,
2026
December 31,
2025
March 31,
2026
December 31,
2025
Accrued interest expense
$
123,663
$
136,006
$
123,663
$
136,006
Short
-
term asset retirement obligations
8,493
9,942
8,493
9,942
Short-term remediation and reclamation obligations
8,359
8,376
8,359
8,376
Income taxes payable
11,567
9,430
12,271
9,430
Contract liabilities
185,942
22,883
185,942
22,883
Accrued payroll and benefits
39,267
69,623
—
4,450
Short-term lease liabilities
67,675
65,295
67,675
65,295
Other
(1)
52,992
86,820
50,146
70,491
Total accrued liabilities
$
497,958
$
408,375
$
456,549
$
326,873
_________________________________________________________________________________________
(1)
Includes aid-in-construction reimbursement prepayments, other employee expenses, and Aris-related accruals as of December 31, 2025.
27
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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:
March 31, 2026
December 31, 2025
thousands
Principal
Carrying
Value
Fair
Value
(1)
Principal
Carrying
Value
Fair
Value
(1)
Short
-
term debt
Senior Notes
$
440,505
$
440,356
$
440,505
$
440,505
$
440,205
$
440,923
Finance lease liabilities
5,247
5,247
5,247
8,620
8,620
8,620
Total short
-
term debt
$
445,752
$
445,603
$
445,752
$
449,125
$
448,825
$
449,543
Long
-
term debt
Senior Notes
(2)
$
8,236,329
$
8,183,025
$
7,898,546
$
8,236,329
$
8,182,745
$
8,010,240
Finance lease liabilities
11,146
11,146
11,146
12,425
12,425
12,425
Total long
-
term debt
$
8,247,475
$
8,194,171
$
7,909,692
$
8,248,754
$
8,195,170
$
8,022,665
_________________________________________________________________________________________
(1)
Fair value is measured using the market approach and Level
2 fair-value inputs.
(2)
As of March 31, 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
$
8,643,995
Finance lease liabilities
(
4,652
)
Other
431
Balance at March 31, 2026
$
8,639,774
WES Operating Senior Notes.
Including the effects of the issuance prices, underwriting discounts, and interest
-
rate adjustments, the effective interest rates of the Senior Notes due 2030 and 2050 were
4.169
% and
5.363
%, respectively, at March 31, 2026 and 2025. The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.
As of March 31, 2026, the
4.650
% Senior Notes due 2026 were classified as short-term debt on the consolidated balance sheet. Subsequent to March 31, 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.
As of March 31, 2026, WES Operating was in compliance with all covenants under the relevant governing indentures.
Revolving credit facility.
As of March 31, 2026, there were
no
outstanding borrowings, resulting in $
2.0
billion in effective borrowing capacity under the RCF. As of March 31, 2026 and 2025, the interest rate on any outstanding RCF borrowings was
4.96
% and
5.62
%, respectively. The facility
-
fee rate was
0.20
% at March 31, 2026 and 2025. As of March 31, 2026, WES Operating was in compliance with all covenants under the RCF.
Commercial paper program.
In November 2023, WES Operating entered into an unsecured commercial paper program under which it may issue (and have outstanding at any one time) an aggregate principal amount up to $
2.0
billion. The maturities of the notes may vary but may not exceed
397
days. As of March 31, 2026, there were
no
outstanding borrowings under the commercial paper program.
28
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 March 31, 2026, and December 31, 2025, the consolidated balance sheets included $
9.9
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 March 31, 2026, and December 31, 2025, the recorded obligations reflect gross amounts and exclude $
5.9
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, pipeline and offload commitments, and various operating and finance leases. The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset
-
integrity projects at the DBM water systems, West Texas complex, Powder River Basin complex, DJ Basin complex, and DBM oil system.
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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
March 31,
thousands
2026
2025
Revenues from external customers
(1)
$
1,121,685
$
916,918
Other revenues
1,894
198
Total revenues and other
1,123,579
917,116
Equity income, net – related parties
14,776
20,435
Less significant expenses:
(2)
Operation and maintenance
264,241
226,514
Cash general and administrative costs
(3)
62,829
57,704
Less other segment items:
Depreciation and amortization
200,426
170,460
Interest expense
113,390
97,293
Other (income) expense, net
(4)
(
6,730
)
(
7,477
)
Income tax expense (benefit)
3,501
3,435
Other
(5)
141,666
73,070
Net income (loss)
$
359,032
$
316,552
_________________________________________________________________________________________
(1)
Includes Service revenue - fee based, Service revenue - product based, and Product sales.
(2)
The significant expense categories and amounts align with the information that is regularly provided to the CODM.
(3)
General and administrative expense as presented in the consolidated statements of operations less non
-
cash equity
-
based compensation expense and non-cash amortization of cloud-computing arrangements.
(4)
Includes interest income earned on cash and cash equivalent balances.
(5)
Other includes: (i) cost of product, (ii) non-cash equity-based compensation expense, (iii) non-cash amortization of cloud-computing arrangements, (iv) property and other taxes, (v) long
-
lived asset and other impairments, (vi) gain (loss) on divestiture and other, net, and (vii) gain (loss) on early extinguishment of debt.
The CODM uses consolidated total assets as the measure of the Partnership’s single reportable segment assets. As of March 31, 2026, and December 31, 2025, the consolidated balance sheets includes $
14.9
billion and $
15.0
billion, respectively, of total assets, which includes $
495.8
million and $
504.9
million of assets related to equity investments as of March 31, 2026, and December 31, 2025, respectively.
Capital expenditures for additions to long-lived assets were $
235.7
million and $
142.4
million for the three months ended March 31, 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 EVENT
Brazos Delaware
. On May 6, 2026, the Partnership entered into a definitive agreement pursuant to which the Partnership will acquire all of the outstanding equity interests of Brazos Delaware II, LLC (“Brazos Delaware”) in an equity-and-cash transaction valued at $
1.6
billion. Under the terms of the agreement, the Partnership will issue approximately $
800.0
million in common units of the Partnership and pay cash consideration of approximately $
800.0
million, subject to customary adjustments, to the seller, Brazos Permian II, LLC, at closing. The Partnership expects to fund the non-equity portion of the transaction with cash on hand, borrowings under the RCF, and/or commercial paper. Completion of the transaction is expected to occur in the second quarter of 2026, subject to customary closing conditions and regulatory approvals.
Brazos Delaware is a privately held midstream company that owns a gathering and processing platform in the Texas Delaware Basin, with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties. The assets of Brazos Delaware include approximately
900
miles of pipeline,
460
MMcf/d of nameplate natural-gas processing capacity at the Comanche Processing Complex, and approximately
470,000
dedicated acres under long-term, fixed-fee contracts.
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Table of Contents
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 98.1% partnership interest in WES Operating, as of March 31, 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 1.9%, 1.9%, and 2.0% limited partner interest in WES Operating as of March 31, 2026, December 31, 2025, and March 31, 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 GP, 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;
33
Table of Contents
•
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.
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 March 31, 2026, our assets and investments consisted of the following:
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Table of Contents
Wholly
Owned and
Operated
Operated
Interests
Non-Operated
Interests
Equity
Interests
Gathering systems
13
2
1
—
Treating facilities
43
3
—
—
Processing plants/trains
27
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 three months ended March 31, 2026, included the following:
•
Our first-quarter 2026 per-unit distribution of $0.930 increased $0.02 from the fourth-quarter 2025 per-unit distribution of $0.910.
•
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.
The following table provides additional information on throughput for the periods presented below:
Three Months Ended
March 31, 2026
December 31, 2025
Inc/
(Dec)
March 31, 2025
Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin
2,035
1,974
3
%
1,975
3
%
DJ Basin
1,520
1,530
(1)
%
1,404
8
%
Powder River Basin
396
383
3
%
463
(14)
%
Equity investments
464
525
(12)
%
550
(16)
%
Other
978
931
5
%
899
9
%
Total throughput for natural-gas assets
5,393
5,343
1
%
5,291
2
%
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin
272
261
4
%
256
6
%
DJ Basin
97
95
2
%
94
3
%
Powder River Basin
25
26
(4)
%
25
—
%
Equity investments
102
99
3
%
103
(1)
%
Other
35
37
(5)
%
36
(3)
%
Total throughput for crude-oil and NGLs assets
531
518
3
%
514
3
%
Throughput for produced-water assets (MBbls/d)
Delaware Basin
2,848
2,744
4
%
1,190
139
%
Total throughput for produced-water assets
2,848
2,744
4
%
1,190
139
%
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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 three months ended March 31, 2026, ranged from a low of $55.99 per barrel in January 2026 to a high of $102.88 per barrel in March 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 three months ended March 31, 2026, ranged from a low of ($7.79) per MMBtu in March 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. 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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Table of Contents
ACQUISITIONS AND DIVESTITURES
During the fourth quarter of 2025, we closed on the acquisition of Aris by merger in a transaction valued at $2.0 billion. 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
thousands
March 31, 2026
December 31, 2025
March 31, 2025
Total revenues and other
(1)
$
1,123,579
$
1,031,481
$
917,116
Equity income, net – related parties
14,776
21,378
20,435
Total operating expenses
(1)
662,795
744,234
523,081
Gain (loss) on divestiture and other, net
(6,367)
(3,065)
(4,667)
Operating income (loss)
469,193
305,560
409,803
Interest expense
(113,390)
(105,674)
(97,293)
Other income (expense), net
6,730
3,706
7,477
Income (loss) before income taxes
362,533
203,592
319,987
Income tax expense (benefit)
3,501
7,323
3,435
Net income (loss)
359,032
196,269
316,552
Net income (loss) attributable to noncontrolling interests
8,756
5,588
7,545
Net income (loss) attributable to Western Midstream Partners, LP
(2)
$
350,276
$
190,681
$
309,007
_________________________________________________________________________________________
(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 refer to the comparison of the three months ended March 31, 2026, to the three months ended December 31, 2025, or to the three months ended March 31, 2025, as applicable.
37
Table of Contents
Throughput
Three Months Ended
March 31, 2026
December 31, 2025
Inc/(Dec)
March 31, 2025
Inc/(Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation
430
381
13
%
371
16
%
Processing
4,499
4,437
1
%
4,370
3
%
Equity investments
(1)
464
525
(12)
%
550
(16)
%
Total throughput
5,393
5,343
1
%
5,291
2
%
Throughput attributable to noncontrolling interests
184
181
2
%
181
2
%
Total throughput attributable to WES for natural
-
gas assets
5,209
5,162
1
%
5,110
2
%
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation
429
419
2
%
411
4
%
Equity investments
(1)
102
99
3
%
103
(1)
%
Total throughput
531
518
3
%
514
3
%
Throughput attributable to noncontrolling interests
10
10
—
%
11
(9)
%
Total throughput attributable to WES for crude
-
oil and NGLs assets
521
508
3
%
503
4
%
Throughput for produced-water assets (MBbls/d)
Gathering, disposal, and water solutions
2,848
2,744
4
%
1,190
139
%
Throughput attributable to noncontrolling interests
53
51
4
%
24
121
%
Total throughput attributable to WES for produced
-
water assets
(2)
2,795
2,693
4
%
1,166
140
%
_________________________________________________________________________________________
(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 47 MMcf/d compared to the three months ended December 31, 2025, primarily due to higher throughput at the West Texas complex due to increased production in the area.
Total throughput attributable to WES for natural
-
gas assets increased by 99 MMcf/d compared to the three months ended March 31, 2025, primarily due to (i) higher throughput at the DJ Basin, West Texas, and Chipeta complexes due to increased production in the areas, and (ii) higher throughput on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline beginning in the fourth quarter of 2025. 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.
Crude-oil and NGLs assets
Total throughput attributable to WES for crude
-
oil and NGLs assets increased by 13 MBbls/d compared to the three months ended December 31, 2025, primarily due to (i) higher throughput at the DBM oil system due to increased production in the area and (ii) higher throughput on the FRP pipeline.
Total throughput attributable to WES for crude
-
oil and NGLs assets increased by 18 MBbls/d compared to the three months ended March 31, 2025, primarily due to higher throughput at the DBM oil system due to increased production in the area.
Produced-water assets
Total throughput attributable to WES for produced
-
water assets increased by 102 MBbls/d and 1,629 MBbls/d compared to the three months ended December 31, 2025, and March 31, 2025, respectively, due to higher throughput at the DBM water systems, including the acquisition of Aris.
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Table of Contents
Revenues
Three Months Ended
thousands except percentages and per-unit amounts
March 31, 2026
December 31, 2025
Inc/(Dec)
March 31, 2025
Inc/(Dec)
Service revenues – fee based
$
933,302
$
910,183
3
%
$
823,197
13
%
Other revenues from customers
Service revenues – product based
$
88,767
$
50,253
77
%
$
59,252
50
%
Product sales
99,616
69,803
43
%
34,469
189
%
Total other revenues from customers
$
188,383
$
120,056
57
%
$
93,721
101
%
Per
-
unit gross average sales price:
Natural gas (per Mcf)
$
(0.20)
$
(0.19)
5
%
$
2.06
(110)
%
NGLs (per Bbl)
23.19
20.84
11
%
29.75
(22)
%
Skim-oil (per Bbl)
66.93
54.41
23
%
69.96
(4)
%
Service revenues – fee based
Service revenues – fee based increased by $23.1 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $26.7 million at the Springfield systems and DJ Basin oil system primarily due to annual cumulative catch-up adjustments for cost-of-service changes that decreased revenue during the fourth quarter of 2025 and (ii) $5.5 million at the DBM water systems due to the acquisition of Aris and increased throughput. These increases were offset partially by a decrease of $7.1 million at the DJ Basin complex due to decreased throughput.
Service revenues – fee based increased by $110.1 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $103.6 million at the DBM water systems due to the acquisition of Aris and increased throughput, partially offset by lower average fees, and (ii) $5.4 million at the DBM oil system due to increased throughput and deficiency fees on certain contracts with increasing throughput minimums.
Other revenues from customers
Other revenues from customers increased by $68.3 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $37.8 million at the West Texas complex due to increased net volumes sold and net average prices and (ii) $26.9 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes and average prices.
Other revenues from customers increased by $94.7 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $49.2 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes, and (ii) $47.1 million at the West Texas complex due to increased net volumes sold and as a result of changes in contract mix.
Equity Income, Net – Related Parties
Three Months Ended
thousands except percentages
March 31, 2026
December 31, 2025
Inc/(Dec)
March 31, 2025
Inc/(Dec)
Equity income, net – related parties
$
14,776
$
21,378
(31)
%
$
20,435
(28)
%
Equity income, net – related parties decreased by $6.6 million compared to the three months ended December 31, 2025, primarily due to decreases of $3.9 million and $3.2 million at FRP and TEP, respectively.
Equity income, net – related parties decreased by $5.7 million compared to the three months ended March 31, 2025, primarily due to a decrease of $4.5 million at Mi Vida.
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Table of Contents
Cost of Product and Operation and Maintenance Expenses
Three Months Ended
thousands except percentages
March 31, 2026
December 31, 2025
Inc/(Dec)
March 31, 2025
Inc/(Dec)
Natural-gas purchases
$
7,957
$
7,534
6
%
$
14,017
(43)
%
NGLs purchases
96,146
65,544
47
%
60,418
59
%
Other
(1,219)
(1,460)
17
%
(32,943)
96
%
Cost of product
102,884
71,618
44
%
41,492
148
%
Operation and maintenance
264,241
252,368
5
%
226,514
17
%
Total Cost of product and Operation and maintenance expenses
$
367,125
$
323,986
13
%
$
268,006
37
%
Natural-gas purchases
Natural-gas purchases decreased by $6.1 million compared to the three months ended March 31, 2025, primarily due to lower average prices at the West Texas complex.
NGLs purchases
NGLs purchases increased by $30.6 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $13.3 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes and higher average prices, and (ii) $10.7 million and $4.9 million at the West Texas and DJ Basin complexes, respectively, due to higher purchased volumes and increased average prices.
NGLs purchases increased by $35.7 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $24.5 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes, and (ii) $8.8 million at the West Texas complex due to higher purchased volumes.
Other items
Other items increased by $31.7 million compared to the three months ended March 31, 2025, 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 $11.9 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $5.6 million in salaries and wages costs, (ii) $2.6 million in utility expense, and (iii) $2.4 million in land-related costs.
Operation and maintenance expense increased by $37.7 million compared to the three months ended March 31, 2025, primarily due to an increase of $54.6 million related to the acquisition of Aris, partially offset by $15.4 million in equipment maintenance and repair costs.
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Table of Contents
Other Operating Expenses
Three Months Ended
thousands except percentages
March 31, 2026
December 31, 2025
Inc/(Dec)
March 31, 2025
Inc/(Dec)
General and administrative
$
75,150
$
201,871
(63)
%
$
66,786
13
%
Property and other taxes
19,486
17,986
8
%
17,826
9
%
Depreciation and amortization
200,426
197,882
1
%
170,460
18
%
Long-lived asset and other impairments
608
2,509
(76)
%
3
NM
Total other operating expenses
$
295,670
$
420,248
(30)
%
$
255,075
16
%
_________________________________________________________________________________________
NM
—
Not meaningful
General and administrative expenses
General and administrative expenses decreased by $126.7 million compared to the three months ended December 31, 2025, primarily due to $120.5 million in acquisition-related expenses associated with the Aris transaction in the fourth quarter of 2025, including $104.6 million in severance payments and $15.9 million in professional services for financial advisory, legal, and other professional fees.
General and administrative expenses increased by $8.4 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $4.3 million in salaries and wages costs and (ii) $3.5 million in corporate-related costs.
Depreciation and amortization expense
Depreciation and amortization expense increased by $30.0 million compared to the three months ended March 31, 2025, primarily due to $26.3 million related to the acquisition of Aris.
Interest Expense
Three Months Ended
thousands except percentages
March 31, 2026
December 31, 2025
Inc/(Dec)
March 31, 2025
Inc/(Dec)
Long-term and short-term debt
$
(115,532)
$
(106,845)
8
%
$
(96,060)
20
%
Finance lease liabilities
(296)
(509)
(42)
%
(583)
(49)
%
Commitment fees and amortization of debt-related costs
(1,868)
(1,838)
2
%
(3,201)
(42)
%
Capitalized interest
4,306
3,518
22
%
2,551
69
%
Interest expense
$
(113,390)
$
(105,674)
7
%
$
(97,293)
17
%
Interest expense increased by $7.7 million compared to the three months ended December 31, 2025, primarily due to an increase of $11.1 million of interest incurred on the 4.800% Senior Notes due in 2031 and 5.500% Senior Notes due in 2035 that were issued during the fourth quarter of 2025, partially offset by a decrease of $3.5 million due to no borrowings on the commercial paper program during the first quarter of 2026.
Interest expense increased by $16.1 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $15.9 million of interest incurred on the 4.800% Senior Notes due in 2031 and 5.500% Senior Notes due in 2035 that were issued during the fourth quarter of 2025 and (ii) $7.6 million of interest incurred on the 7.250% Senior Notes due in 2030 that were assumed as part of the acquisition of Aris during the fourth quarter of 2025. These increases were offset partially by a decrease of $3.6 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.
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Table of Contents
Income Tax Expense (Benefit)
Three Months Ended
thousands except percentages
March 31, 2026
December 31, 2025
Inc/(Dec)
March 31, 2025
Inc/(Dec)
Income (loss) before income taxes
$
362,533
$
203,592
78
%
$
319,987
13
%
Income tax expense (benefit)
3,501
7,323
(52)
%
3,435
2
%
Effective tax rate
1
%
4
%
(75)
%
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. Income tax expense decreased by $3.8 million compared to the three months ended December 31, 2025, primarily due to changes in provisions for Texas margin tax liabilities.
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Table of Contents
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, (iii) income taxes; and Distributable Cash Flow attributable to noncontrolling interests to the extent such amounts are not excluded from Adjusted EBITDA.
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.
43
Table of Contents
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.
The following tables present reconciliations of the GAAP measures to our non-GAAP measures:
Three Months Ended
thousands
March 31, 2026
December 31, 2025
March 31, 2025
Reconciliation of Gross margin to Adjusted Gross Margin
Total revenues and other
$
1,123,579
$
1,031,481
$
917,116
Less:
Cost of product
102,884
71,618
41,492
Depreciation and amortization
200,426
197,882
170,460
Gross margin
820,269
761,981
705,164
Add:
Distributions from equity investments
25,652
27,147
34,344
Depreciation and amortization
200,426
197,882
170,460
Less:
Reimbursed electricity-related charges recorded as revenues
33,488
31,488
29,004
Adjusted Gross Margin attributable to noncontrolling interests
22,204
20,719
20,181
Adjusted Gross Margin
$
990,655
$
934,803
$
860,783
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Table of Contents
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
thousands except per-unit amounts
March 31, 2026
December 31, 2025
March 31, 2025
Gross margin
Gross margin for natural
-
gas assets
(1)
$
533,518
$
506,811
$
527,144
Gross margin for crude
-
oil and NGLs assets
(1)
106,212
91,220
101,275
Gross margin for produced
-
water assets
(1)
187,779
170,747
84,576
Per
-
Mcf Gross margin for natural
-
gas assets
(2)
1.10
1.03
1.11
Per
-
Bbl Gross margin for crude
-
oil and NGLs assets
(2)
2.22
1.91
2.19
Per
-
Bbl Gross margin for produced
-
water assets
(2)
0.73
0.68
0.79
Adjusted Gross Margin
Adjusted Gross Margin for natural
-
gas assets
(3)
$
618,809
$
599,775
$
618,452
Adjusted Gross Margin for crude
-
oil and NGLs assets
(3)
144,193
129,395
143,475
Adjusted Gross Margin for produced
-
water assets
(3)
227,190
205,633
98,856
Per
-
Mcf Adjusted Gross Margin for natural
-
gas assets
(4)
1.32
1.26
1.34
Per
-
Bbl Adjusted Gross Margin for crude
-
oil and NGLs assets
(4)
3.07
2.77
3.17
Per
-
Bbl Adjusted Gross Margin for produced
-
water assets
(4)
0.90
0.83
0.94
_________________________________________________________________________________________
(1)
Excludes corporate-level depreciation and amortization.
(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)
Excludes certain corporate-level items.
(4)
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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Table of Contents
Three Months Ended
thousands
March 31, 2026
December 31, 2025
March 31, 2025
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)
$
359,032
$
196,269
$
316,552
Add:
Distributions from equity investments
25,652
27,147
34,344
Non-cash equity-based compensation expense
(1)
10,854
21,386
8,248
Interest expense
113,390
105,674
97,293
Income tax expense
3,501
7,323
3,435
Depreciation and amortization
200,426
197,882
170,460
Long-lived asset and other impairments
608
2,509
3
Other expense
—
17
190
Less:
Gain (loss) on divestiture and other, net
(6,367)
(3,065)
(4,667)
Equity income, net – related parties
14,776
21,378
20,435
Other income
6,734
3,706
7,477
Items impacting comparability
Acquisition-related expenses and other, net
(1)
(119)
(113,188)
—
Adjusted EBITDA attributable to noncontrolling interests
15,302
13,794
13,708
Adjusted EBITDA
$
683,137
$
635,582
$
593,572
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities
$
469,903
$
557,645
$
530,793
Interest expense
113,390
105,674
97,293
Accretion and amortization of long-term obligations, net
(882)
(815)
(2,202)
Current income tax expense (benefit)
2,880
5,615
1,722
Other (income) expense, net
(6,730)
(3,706)
(7,477)
Distributions from equity investments in excess of cumulative earnings – related parties
9,889
5,391
11,007
Changes in assets and liabilities:
Accounts receivable, net
50,226
(16,853)
(28,634)
Accounts and imbalance payables and accrued liabilities, net
28,316
(52,513)
46,684
Other items, net
31,328
(64,250)
(41,906)
Acquisition-related expenses and other, net
(1)
119
113,188
—
Adjusted EBITDA attributable to noncontrolling interests
(15,302)
(13,794)
(13,708)
Adjusted EBITDA
(2)
$
683,137
$
635,582
$
593,572
Cash flow information
Net cash provided by operating activities
$
469,903
$
557,645
$
530,793
Net cash used in investing activities
(234,877)
(608,914)
(140,790)
Net cash provided by (used in) financing activities
(407,022)
693,472
(1,032,020)
_________________________________________________________________________________________
(1)
Non-cash equity-based compensation expense for the three months ended December 31, 2025, includes $7.3 million in acquisition-related severance costs. Acquisition-related expenses for the three months ended March 31, 2026, were
$0.5 million. Acquisition-related expenses for the three months ended December 31, 2025, include (i) severance costs of $97.3 million and (ii) third-party consulting and legal fees of $15.9 million.
(2)
Includes non-cash revenue of $55.1 million, $39.7 million, and $5.9 million for three months ended March 31, 2026, December 31, 2025, and March 31, 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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Table of Contents
Three Months Ended
thousands
March 31, 2026
December 31, 2025
March 31, 2025
Reconciliation of Net income (loss) to Distributable Cash Flow
Net income (loss)
$
359,032
$
196,269
$
316,552
Add:
Distributions from equity investments
25,652
27,147
34,344
Non-cash equity-based compensation expense
10,854
21,386
8,248
Income tax expense
3,501
7,323
3,435
Depreciation and amortization
200,426
197,882
170,460
Long-lived asset and other impairments
608
2,509
3
Other expense
—
17
190
Less:
Recognized service revenues - fee based in excess of (less than) customer billings
35,508
(31,627)
(30,101)
Gain (loss) on divestiture and other, net
(6,367)
(3,065)
(4,667)
Equity income, net - related parties
14,776
21,378
20,435
Items impacting comparability
(119)
(113,188)
—
Cash paid for maintenance capital expenditures
27,704
36,276
19,178
Capitalized interest
4,306
3,518
2,551
Cash paid for (reimbursement of) income taxes
3,449
806
—
Other income (net of interest income)
(86)
87
(6)
Distributable Cash Flow attributable to noncontrolling interests
11,978
11,715
12,085
Distributable Cash Flow
$
508,924
$
526,633
$
513,757
Reconciliation of Adjusted EBITDA to Distributable Cash Flow
Adjusted EBITDA
$
683,137
$
635,582
$
593,572
Less:
Recognized service revenues - fee based in excess of (less than) customer billings
35,508
(31,627)
(30,101)
Capitalized interest
4,306
3,518
2,551
Cash paid for maintenance capital expenditures
27,704
36,276
19,178
Cash paid for (reimbursement of) income taxes
3,449
806
—
Interest expense (net of interest income)
106,570
102,055
89,811
Distributable Cash Flow attributable to noncontrolling interests
(3,324)
(2,079)
(1,624)
Distributable Cash Flow
$
508,924
$
526,633
$
513,757
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Table of Contents
Three Months Ended
thousands
March 31, 2026
December 31, 2025
March 31, 2025
Reconciliation of Net cash provided by operating activities to Free Cash Flow
Net cash provided by operating activities
$
469,903
$
557,645
$
530,793
Less:
Capital expenditures
235,726
222,208
142,402
Contributions to equity investments (including capitalized interest)
1,768
—
—
Add:
Distributions from equity investments in excess of cumulative earnings — related parties
9,889
5,391
11,007
Free Cash Flow
$
242,298
$
340,828
$
399,398
Cash flow information
Net cash provided by operating activities
$
469,903
$
557,645
$
530,793
Net cash used in investing activities
(234,877)
(608,914)
(140,790)
Net cash provided by (used in) financing activities
(407,022)
693,472
(1,032,020)
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
Revenue
s,
Cost of Product
(Natural-gas purchases, NGLs purchases, and Other items), and
Other Operating Expenses
(Depreciation and amortization expense).
Gross margin increased by $58.3 million compared to the three months ended December 31, 2025, due to a $92.1 million increase in total revenues and other, partially offset by a $31.3 million increase in cost of product.
Gross margin increased by $115.1 million compared to the three months ended March 31, 2025, due to a $206.5 million increase in total revenues and other. This increase was offset partially by increases of (i) $61.4 million in cost of product and (ii) $30.0 million 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) increased by $162.8 million compared to the three months ended December 31, 2025, primarily due to (i) a $92.1 million increase in total revenues and other and (ii) an $81.4 million decrease in total operating expenses.
Net income (loss) increased by $42.5 million compared to the three months ended March 31, 2025, primarily due to a $206.5 million increase in total revenues and other, partially offset by a $139.7 million increase in total operating expenses.
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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Table of Contents
KEY PERFORMANCE METRICS
Three Months Ended
thousands except percentages and per-unit amounts
March 31, 2026
December 31, 2025
Inc/(Dec)
March 31, 2025
Inc/(Dec)
Adjusted Gross Margin
$
990,655
$
934,803
6
%
$
860,783
15
%
Per
-
Mcf Adjusted Gross Margin for natural
-
gas assets
(1)
1.32
1.26
5
%
1.34
(1)
%
Per
-
Bbl Adjusted Gross Margin for crude
-
oil and NGLs assets
(1)
3.07
2.77
11
%
3.17
(3)
%
Per
-
Bbl Adjusted Gross Margin for produced
-
water assets
(1)
0.90
0.83
8
%
0.94
(4)
%
Adjusted EBITDA
683,137
635,582
7
%
593,572
15
%
Distributable Cash Flow
508,924
526,633
(3)
%
513,757
(1)
%
Free Cash Flow
242,298
340,828
(29)
%
399,398
(39)
%
_________________________________________________________________________________________
(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 increased by $55.9 million compared to the three months ended December 31, 2025, primarily due to (i) increased volumes at the DBM water systems, including the acquisition of Aris, and increased average prices, (ii) annual cumulative catch-up adjustments for cost-of-service changes that decreased revenue during the fourth quarter of 2025 at the DJ Basin oil and Springfield systems, and (iii) increased net volumes sold and net average prices at the West Texas complex.
Adjusted Gross Margin increased by $129.9 million compared to the three months ended March 31, 2025, primarily due to increased throughput at the DBM water systems, including the acquisition of Aris.
Per
-
Mcf Adjusted Gross Margin for natural
-
gas assets increased by $0.06 compared to the three months ended December 31, 2025, primarily due to (i) increased net volumes sold and net average prices at the West Texas complex and (ii) decreased revenues in the fourth quarter of 2025 associated with the annual cumulative catch-up adjustment for cost-of-service changes at the Springfield gas-gathering system.
Per
-
Bbl Adjusted Gross Margin for crude
-
oil and NGLs assets increased by $0.30 compared to the three months ended December 31, 2025, primarily due to decreased revenues in the fourth quarter of 2025 associated with annual cumulative catch-up adjustments for cost-of-service changes at the DJ Basin oil and Springfield oil-gathering systems.
Per
-
Bbl Adjusted Gross Margin for crude
-
oil and NGLs assets decreased by $0.10 compared to the three months ended March 31, 2025, primarily due to lower distributions from FRP and TEP, partially offset by increased throughput at the DBM oil system, which has a higher-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets, and increased deficiency fees on certain contracts with increasing throughput minimums.
Per
-
Bbl Adjusted Gross Margin for produced
-
water assets increased by $0.07 compared to the three months ended December 31, 2025, primarily due to an increase in skim-oil volumes, including an increase due to the acquisition of Aris, and increased average prices.
Per
-
Bbl Adjusted Gross Margin for produced
-
water assets decreased by $0.04 compared to the three months ended March 31, 2025, primarily due to the acquisition of Aris, which has lower-than-average per-Bbl margin as compared to our other produced-water assets.
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Table of Contents
Adjusted EBITDA.
Adjusted EBITDA increased by $47.6 million compared to the three months ended December 31, 2025, primarily due to a $92.1 million increase in total revenues and other, offset partially by a $31.3 million increase in cost of product (net of lower of cost or market inventory adjustments) and an $11.9 million increase in operation and maintenance expenses.
Adjusted EBITDA increased by $89.6 million compared to the three months ended March 31, 2025, primarily due to a $206.5 million increase in total revenues and other. This amount was offset partially by (i) a $61.6 million increase in cost of product (net of lower of cost or market inventory adjustments), (ii) a $37.7 million increase in operation and maintenance expenses, (iii) an $8.7 million decrease in distributions from equity investments, and (iv) a $5.8 million increase in general and administrative expenses excluding non
-
cash equity
-
based compensation expense.
Distributable Cash Flow.
Distributable Cash Flow decreased by $17.7 million compared to the three months ended December 31, 2025, primarily due to an increase of $67.1 million in recognized service revenues - fee based in excess of (less than) customer billings. This amount was partially offset by a $47.6 million increase in Adjusted EBITDA and an $8.6 million decrease in cash paid for maintenance capital expenditures.
Distributable Cash Flow decreased by $4.8 million compared to the three months ended March 31, 2025, primarily due to (i) a $65.6 million increase in recognized service revenues - fee based in excess of (less than) customer billings, (ii) a $16.8 million increase in interest expense (net of interest income), and (iii) an $8.5 million increase in cash paid for maintenance capital expenditures. These amounts were partially offset by an $89.6 million increase in Adjusted EBITDA.
Free Cash Flow.
Free Cash Flow decreased by $98.5 million compared to the three months ended December 31, 2025, primarily due to (i) an $87.7 million decrease in net cash provided by operating activities and (ii) a $13.5 million increase in capital expenditures.
Free Cash Flow decreased by $157.1 million compared to the three months ended March 31, 2025, primarily due to (i) a $93.3 million increase in capital expenditures and (ii) a $60.9 million decrease in net cash provided by operating activities.
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 March 31, 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 first quarter of 2026 of $0.930 per unit, or $374.6 million in the aggregate. The cash distribution is payable on May 15, 2026, to our unitholders of record at the close of business on May 1, 2026.
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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 three months ended March 31, 2026, the Partnership repurchased no common units. As of March 31, 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.
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 March 31, 2026, we had a $132.2 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. The effective borrowing capacity under the RCF was $2.0 billion as of March 31, 2026. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its 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.
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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. Capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:
Three Months Ended
March 31,
thousands
2026
2025
Capital expenditures
(1)
$
235,726
$
142,402
Capital incurred
(1)
253,368
167,212
_________________________________________________________________________________________
(1)
For the three months ended March 31, 2026 and 2025, included $4.3 million and $2.6 million, respectively, of capitalized interest.
Capital expenditures increased by $93.3 million for the three months ended March 31, 2026, primarily due to increases of (i) $77.4 million at the DBM water systems related to the Pathfinder pipeline project and the acquisition of Aris and (ii) $29.8 million at the West Texas complex primarily attributable to construction costs associated with the North Loving Train II. These increases were offset partially by a decrease of $18.0 million at the DBM oil system related to decreases in pipeline, oil pumping, and electrical distribution projects.
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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:
Three Months Ended
March 31,
thousands
2026
2025
Net cash provided by (used in):
Operating activities
$
469,903
$
530,793
Investing activities
(234,877)
(140,790)
Financing activities
(407,022)
(1,032,020)
Net increase (decrease) in cash and cash equivalents
$
(171,996)
$
(642,017)
Operating activities
. Net cash provided by operating activities decreased for the three months ended March 31, 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 three months ended March 31, 2026, primarily included (i) 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 and (ii) distributions received from equity investments in excess of cumulative earnings.
Net cash used in investing activities for the three months ended March 31, 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, DJ Basin complex, and DBM oil system, (ii) increases to materials and supplies inventory and other, and (iii) distributions received from equity investments in excess of cumulative earnings.
Financing activities
. Net cash used in financing activities for the three months ended March 31, 2026, primarily included distributions paid to WES unitholders and noncontrolling interest owners.
Net cash used in financing activities for the three months ended March 31, 2025, primarily included (i) retiring the total principal amount outstanding of the 3.100% Senior Notes due 2025 at par value and (ii) distributions paid to WES unitholders and noncontrolling interest owners.
Debt and credit facilities.
As of March 31, 2026, (i) the carrying value of outstanding debt is $8.6 billion, (ii) the 4.650% Senior Notes due 2026 are classified as short-term debt on the consolidated balance sheet, and (iii) the effective borrowing capacity under WES Operating’s $2.0 billion RCF is $2.0 billion. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program.
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.
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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
thousands
March 31, 2026
December 31, 2025
March 31, 2025
Net income (loss) attributable to WES
$
350,276
$
190,681
$
309,007
Limited partner interest in WES Operating not held by WES
(1)
6,827
3,611
6,303
General and administrative expenses
(2)
345
268
(188)
Other income (expense), net
(90)
(217)
(46)
Income taxes
3,375
2,734
—
Net income (loss) attributable to WES Operating
$
360,733
$
197,077
$
315,076
_________________________________________________________________________________________
(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:
Three Months Ended
March 31,
thousands
2026
2025
WES net cash provided by operating activities
$
469,903
$
530,793
General and administrative expenses
(1)
345
(188)
Non
-
cash equity
-
based compensation expense
(186)
(104)
Changes in working capital
(25,440)
(18,990)
Other income (expense), net
(90)
(46)
WES Operating net cash provided by operating activities
$
444,532
$
511,465
WES net cash provided by (used in) financing activities
$
(407,022)
$
(1,032,020)
Distributions to WES unitholders
(2)
379,675
340,996
Distributions to WES from WES Operating
(3)
(378,579)
(340,407)
Increase (decrease) in outstanding checks
(2,620)
(5)
Other
26,895
18,454
WES Operating net cash provided by (used in) financing activities
$
(381,651)
$
(1,012,982)
_________________________________________________________________________________________
(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 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 three months ended March 31, 2026, and excluding the impact of equity investments, 95% 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 Comm
ittee lowered its target range for the federal funds rate twice in
2025 and the target range has remained static during the three months ended March 31, 2026. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of March 31, 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) no outstanding commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at March 31, 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 March 31, 2026.
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 March 31, 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. Trial is currently scheduled for September 14, 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 proceedings.
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 factors 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.
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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 first 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)
January 1-31, 2026
—
$
—
—
$
250,000,000
February 1-28, 2026
—
—
—
250,000,000
March 1-31, 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.
Item 5. Other Information
Acquisition
On May 6, 2026, the Partnership entered into a Membership Interest Purchase Agreement (“MIPA”) pursuant to which the Partnership will acquire all of the outstanding equity interests of Brazos Delaware II, LLC (“Brazos Delaware”) in an equity-and-cash transaction valued at $1.6 billion. Brazos Delaware is a privately held midstream company that owns a gathering and processing platform in the Texas Delaware Basin, with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties. The assets of Brazos Delaware include approximately 900 miles of pipeline, 460 MMcf/d of nameplate natural-gas processing capacity at the Comanche Processing Complex, and approximately 470,000 dedicated acres under long-term, fixed-fee contracts.
Under the terms of the MIPA, the Partnership will issue approximately $800.0 million in common units of the Partnership and pay cash consideration of approximately $800.0 million, subject to customary adjustments, to Brazos Permian II, LLC (the “Seller”) at closing. The Partnership expects to fund the non-equity portion of the transaction with cash on hand, borrowings under the RCF, and/or commercial paper. The issuance of common units pursuant to the MIPA will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of thereof.
The MIPA contains customary representations, warranties, and covenants of each of the parties. Completion of the transaction is expected to occur in the second quarter of 2026 and is subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) the accuracy of the representations and warranties contained in the MIPA (subject to certain qualifications), (ii) the performance by the parties of their respective obligations under the MIPA in all material respects, (iii) the absence of legal restraints preventing the consummation of the transactions contemplated by the MIPA, (iv) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) have expired or been terminated, and (v) the absence of the occurrence of a material adverse effect with respect to Brazos Delaware or the Partnership.
The MIPA also provides that, upon closing, the parties will enter into a registration rights and lock-up agreement pursuant to which the Partnership will agree to register the resale of the common units to be issued in the transaction and the Seller and its affiliate designees will agree not to transfer the common units for a period of six months following the closing. The MIPA contains termination rights for each of the Partnership and the Seller, including, among others, if the consummation of the transaction does not occur on or prior to six months from the date of the MIPA (subject to a potential extension of up to 120 days if the applicable waiting periods under the HSR Act have not expired or otherwise been terminated but all other conditions to closing have been satisfied or are capable of being satisfied at such time).
The foregoing description of the MIPA is qualified in its entirety by the text of such agreement, a copy of which will be filed as an exhibit to the Partnership’s Form 10-Q for the period ended June 30, 2026.
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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 March 31, 2026,
none
of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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.
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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)
.
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 Ex
hibit 99.1 to Western Midstream Operating
, LP
’
s Current
Report on Form 8-K filed on November 28, 20
25, 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).
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).
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Exhibit
Number
Description
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).
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).
61
Table of Contents
Exhibit
Number
Description
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
D
ecember 4
, 202
5
, File No. 001-34046).
4.
28
Form of
5
.
5
00% Senior Notes due 203
5
(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).
‡
10.
1
Western Midstream Partners, LP Executive Change in Control Severance Plan (Amended and Restated as of February 12, 2026) (incorporated by reference to Exhibit 10.7 to Western Midstream Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2025, File No. 001-35753).
*‡
10.
2
Form of 2026 Phantom Unit Award Agreement (Time-Based Awards).
*‡
10.
3
Form of 2026 Phantom Unit Award Agreement (TUR Awards).
*‡
10.
4
Form of 2026 Phantom Unit Award Agreement (ROA Awards).
*
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.
62
Table of Contents
Exhibit
Number
Description
**
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.
‡
Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15.
63
Table of Contents
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
May 6, 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)
May 6, 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
May 6, 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)
May 6, 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)
64