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Western Midstream Operating, LP

For the period ended Dec 31, 2025. Filed Feb 18, 2026.

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FY2025 · Filed Feb 18, 2026

WES$41.14+0.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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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.

Free Cash Flow. We define “Free Cash Flow” as net cash provided by operating activities less total capital expenditures and contributions to equity investments, plus distributions from equity investments in excess of cumulative earnings. Management considers Free Cash Flow an appropriate metric for assessing capital discipline, cost efficiency, and balance-sheet strength. Although Free Cash Flow is the metric used to assess our ability to make distributions to unitholders, this measure should not be viewed as indicative of the actual amount of cash that is available for distributions or planned for distributions for a given period. Instead, Free Cash Flow represents the amount of cash that is available in aggregate for distributions, debt repayments, and other general partnership purposes.

Adjusted Gross Margin, Adjusted EBITDA, 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 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 measure to our non-GAAP measures:

Year Ended December 31,
thousands20252024
Reconciliation of Gross margin to Adjusted Gross Margin
Total revenues and other$3,843,403$3,605,223
Less:
Cost of product206,978172,251
Depreciation and amortization710,778650,428
Gross margin2,925,6472,782,544
Add:
Distributions from equity investments122,364142,236
Depreciation and amortization710,778650,428
Less:
Reimbursed electricity-related charges recorded as revenues125,551117,906
Adjusted Gross Margin attributable to noncontrolling interests83,68180,509
Adjusted Gross Margin$3,549,557$3,376,793

To facilitate investor and industry analysis, we also discloseper-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.

Year Ended December 31,
thousands except per-unit amounts20252024
Gross margin
Gross margin for natural-gas assets (1)$2,113,810$2,073,533
Gross margin for crude-oil and NGLs assets (1)407,211395,886
Gross margin for produced-water assets (1)435,501341,784
Per-Mcf Gross margin for natural-gas assets (2)1.071.08
Per-Bbl Gross margin for crude-oil and NGLs assets (2)2.132.00
Per-Bbl Gross margin for produced-water assets (2)0.740.81
Adjusted Gross Margin
Adjusted Gross Margin for natural-gas assets$2,471,011$2,411,438
Adjusted Gross Margin for crude-oil and NGLs assets564,461570,476
Adjusted Gross Margin for produced-water assets514,085394,879
Per-Mcf Adjusted Gross Margin for natural-gas assets (3)1.301.30
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (3)3.012.94
Per-Bbl Adjusted Gross Margin for produced-water assets (3)0.890.96

(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)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.

Year Ended December 31,
thousands20252024
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)$1,212,455$1,611,252
Add:
Distributions from equity investments122,364142,236
Non-cash equity-based compensation expense (1)50,80337,994
Interest expense390,490378,513
Income tax expense15,08618,111
Depreciation and amortization710,778650,428
Long-lived asset and other impairments14,7606,206
Other expense303248
Less:
Gain (loss) on divestiture and other, net(11,113)296,771
Gain (loss) on early extinguishment of debt—5,403
Equity income, net – related parties85,788112,385
Other income16,62931,741
Items impacting comparability
Acquisition-related expenses (1)(113,188)—
Adjusted EBITDA attributable to noncontrolling interests58,14154,650
Adjusted EBITDA (2)$2,480,782$2,344,038
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$2,222,625$2,136,860
Interest (income) expense, net390,490378,513
Accretion and amortization of long-term obligations, net(6,945)(9,238)
Current income tax expense (benefit)11,1423,900
Other (income) expense, net(16,629)(31,741)
Distributions from equity investments in excess of cumulative earnings – related parties31,39130,850
Changes in assets and liabilities:
Accounts receivable, net(36,018)42,798
Accounts and imbalance payables and accrued liabilities, net3,96921,935
Other items, net(174,290)(175,189)
Acquisition-related expenses (1)113,188—
Adjusted EBITDA attributable to noncontrolling interests(58,141)(54,650)
Adjusted EBITDA (2)$2,480,782$2,344,038
Cash flow information
Net cash provided by operating activities$2,222,625$2,136,860
Net cash used in investing activities(1,085,206)(39,168)
Net cash used in financing activities(1,408,392)(1,280,015)

(1)Acquisition-related expenses include (i) $97.3 million of severance costs and (ii) $15.9 million of third-party consulting and legal fees. Non-cash equity-based compensation expense for the year ended December 31, 2025, includes $7.3 million in acquisition-related severance costs.

(2)Includes non-cash revenue of $(14.0) million and $39.7 million for the years ended December 31, 2025 and 2024, respectively. See Note 2—Revenue from Contracts with Customers in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Year Ended December 31,
thousands20252024
Reconciliation of Net cash provided by operating activities to Free Cash Flow
Net cash provided by operating activities$2,222,625$2,136,860
Less:
Capital expenditures727,991833,856
Contributions to equity investments (including capitalized interest)—9,690
Add:
Distributions from equity investments in excess of cumulative earnings — related parties31,39130,850
Free Cash Flow$1,526,025$1,324,164
Cash flow information
Net cash provided by operating activities$2,222,625$2,136,860
Net cash used in investing activities(1,085,206)(39,168)
Net cash used in financing activities(1,408,392)(1,280,015)

Gross margin. Refer to Operating Results within this Item 7 for a discussion of the components of Gross margin as compared to the prior periods, including Revenues, Cost of Product (Natural-gas purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).

Gross margin increased by $143.1 million for the year ended December 31, 2025, primarily due to a $238.2 million increase in total revenues and other, partially offset by a $60.4 million increase in depreciation and amortization.

Net income (loss). Refer to Operating Results within this Item 7 for a discussion of the primary components of Net income (loss) as compared to the prior periods.

Net income (loss) decreased by $398.8 million for the year ended December 31, 2025, primarily due to (i) a $307.9 million decrease in gain (loss) on divestiture and other, net and (ii) a $273.0 million increase in total operating expenses. These amounts were offset partially by a $238.2 million increase in total revenues and other.

Net cash provided by operating activities. Refer to Historical cash flow within this Item 7 for a discussion of the primary components of Net cash provided by operating activities as compared to the prior periods.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.