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Western Midstream Operating, LP

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

WES$39.850.0%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements

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 June 30, 2026, the Partnership owns, directly and indirectly, a 98.2% limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non-economic general partner interest in WES Operating. In addition, Occidental owns the Partnership’s general partner and, as of June 30, 2026, a 1.8% limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”). See Noncontrolling interests below.

For purposes of these consolidated financial statements, the Partnership refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Anadarko” refers to Anadarko Petroleum Corporation, which became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko in 2019. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and WES Operating for transactions with the Partnership that eliminate upon consolidation (see Note 6).

On June 11, 2026, the Partnership completed the acquisition of Brazos Delaware II, LLC (“Brazos Delaware”) in an equity-and-cash transaction, pursuant to the Membership Interest Purchase Agreement, dated as of May 6, 2026, by and among the Partnership, B-2 Holdings LLC, a wholly owned subsidiary of the Partnership, and Brazos Permian II, LLC. Also, immediately following the closing of the Brazos Delaware acquisition, the Partnership and WES Operating entered into certain post-closing restructuring transactions through which Brazos Delaware and its subsidiaries became indirect wholly owned subsidiaries of WES Operating. See Note 3.

On October 15, 2025, the Partnership completed its previously announced acquisition of Aris Water Solutions, Inc. (“Aris”), pursuant to the Agreement and Plan of Merger, dated as of August 6, 2025 (the “Merger Agreement”), by and among the Partnership, Aris, and certain Partnership and Aris subsidiaries. Also, immediately following the closing of the Aris acquisition, WES Operating and Aris entered into certain post-closing restructuring transactions through which WES Operating issued preferred units to Aris in exchange for Aris’s operating subsidiaries, and WES Operating was the surviving entity in a merger with Aris Water Holdings, LLC, a subsidiary of Aris that was the issuer of its acquired outstanding senior notes (see Note 3).

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 June 30, 2026, the Partnership’s assets and investments consisted of the following:

WhollyOwned andOperatedOperatedInterestsNon-Operated InterestsEquityInterests
Gathering systems1621—
Treating facilities433——
Processing plants/trains303—1
Produced-water gathering, treating, recycling, and disposal systems8———
NGLs pipelines2——4
Natural-gas pipelines6——1
Crude-oil pipelines21—1

These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).

Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling or other financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments. All significant intercompany transactions have been eliminated.

Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2025 Form 10-K, as filed with the SEC on February 18, 2026. Management believes that the disclosures made are adequate to make the information not misleading.

The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements. Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately. The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the elimination of the preferred unit investment in WES Operating with the Partnership’s underlying preferred capital account (see Note 5), (iv) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (v) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (vi) transactions between the Partnership and WES Operating that eliminate upon consolidation.

Use of estimates. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, using historical experience and other reasonable methods. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Effects on the business, financial condition, and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revisions become known. The information included herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements.

Noncontrolling interests. The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25% third-party interest in Chipeta for all periods presented and (ii) the 1.8%,1.9%, and 2.0% limited partner interest in WES Operating as of June 30, 2026, December 31, 2025, and June 30, 2025, respectively, owned by an Occidental subsidiary. WES Operating’s noncontrolling interest in the consolidated financial statements consists of the 25% third-party interest in Chipeta.

Inventory. As of June 30, 2026, and December 31, 2025, other current assets includes (i) $1.3 million and $2.7 million, respectively, of crude oil and NGLs inventory and (ii) $11.2 million and $10.1 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets. As of June 30, 2026, and December 31, 2025, other assets includes (i) $7.5 million and $3.2 million, respectively, of NGLs line-fill inventory and (ii) $158.9 million and $131.6 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

Segments. The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather, transport, recycle, treat, supply, and dispose of produced water in the United States. See Note 11.

New accounting pronouncements not yet adopted. In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires additional disclosure and disaggregation of certain income statement expense line items and may be applied prospectively or retrospectively. The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal-year 2027 annual financial statements. The Partnership is assessing the impact of this guidance on its disclosures in the Notes to the Consolidated Financial Statements.

  1. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table summarizes revenue from contracts with customers:

Three Months Ended June 30,Six Months Ended June 30,
thousands2026202520262025
Revenue from customers
Service revenues – fee based$980,096$851,419$1,913,398$1,674,616
Service revenues – product based112,64150,442201,408109,694
Product sales124,76340,280224,37974,749
Total revenue from customers1,217,500942,1412,339,1851,859,059
Revenue from other than customers
Other7,2191819,113379
Total revenues and other$1,224,719$942,322$2,348,298$1,859,438

Contract balances. Receivables from customers, which are included in accounts receivable, net on the consolidated balance sheets, were $933.5 million and $737.0 million as of June 30, 2026, and December 31, 2025, respectively.

Contract assets primarily relate to (i) revenue accrued but not yet billed under cost-of-service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed. The following table summarizes activity related to contract assets from contracts with customers:

thousands
Contract assets balance at December 31, 2025$10,515
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period (1)(3,602)
Additional estimated revenues recognized (2)6,753
Amounts acquired with the acquisition of Brazos Delaware (3)900
Contract assets balance at June 30, 2026$14,566
Other current assets$7,208
Other assets7,358
Total contract assets from contracts with customers$14,566

(1)Includes $(2.7) million for the three months ended June 30, 2026.

(2)Includes $(0.4) million for the three months ended June 30, 2026.

(3)See Note 3.

  1. REVENUE FROM CONTRACTS WITH CUSTOMERS

Contract liabilities primarily relate to (i) consideration received from customers for which revenue recognition is deferred and (ii) aid-in-construction payments received from customers that must be recognized over the expected period of customer benefit.

The following table summarizes activity related to contract liabilities from contracts with customers:

thousands
Contract liabilities balance at December 31, 2025$767,148
Cash received or receivable, excluding revenues recognized during the period (1)(3,900)
Revenues recognized that were included in the contract liability balance at the beginning of the period (2)(56,552)
Non-cash consideration received for WES unit redemption from Occidental, net of revenues recognized in the period (3)572,712
Amounts acquired with the acquisition of Brazos Delaware (4)5,588
Contract liabilities balance at June 30, 2026$1,284,996
Accrued liabilities$192,031
Other liabilities1,092,965
Total contract liabilities from contracts with customers$1,284,996

(1)Includes $(10.1) million for the three months ended June 30, 2026.

(2)Includes $(24.3) million for the three months ended June 30, 2026.

(4)See Note 3.

Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 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$741,693
20271,685,247
20281,208,166
2029912,123
2030765,191
Thereafter2,554,054
Total$7,866,474

Brazos Delaware. On June 11, 2026, the Partnership closed on the acquisition of Brazos Delaware for an aggregate purchase price of approximately $1.67 billion, subject to certain customary post-closing adjustments, consisting of (i) $820.3 million in cash, funded with borrowings on the commercial paper program and revolving credit facility (the “RCF”) (see Note 9), and (ii) $852.0 million of Partnership common units (see Note 5).

The Partnership acquired Brazos Delaware to expand its gathering and processing footprint in the Delaware Basin and access additional customers in the area. Brazos Delaware owns a gathering and processing system in the Delaware Basin (the “Comanche complex”), with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties. The Comanche complex includes approximately 900 miles of pipeline,460 MMcf/d of nameplate natural-gas processing capacity, and approximately 470,000 dedicated acres under long-term, fixed-fee contracts.

The acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the second quarter of 2026. For the six months ended June 30, 2026, acquisition-related transaction costs of $6.6 million, consisting primarily of third-party consulting and legal fees, are included in General and administrative expenses in the consolidated statements of operations.

The following is the preliminary acquisition-date fair value for the assets acquired and liabilities assumed in the acquisition. 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 and certain customary post-closing working capital adjustments.

thousands
Assets acquired:
Cash and cash equivalents$3,991
Accounts receivable, net79,065
Other current assets1,284
Property, plant, and equipment1,126,838
Goodwill35,889
Other intangible assets495,000
Other assets19,220
Total assets acquired1,761,287
Liabilities assumed:
Accounts payable and accrued liabilities43,139
Other current liabilities7,777
Asset retirement obligation20,313
Other liabilities17,813
Total liabilities assumed89,042
Net assets acquired$1,672,245

Goodwill recognized in the Brazos acquisition relates primarily to enhancing and diversifying the Partnership’s asset position, as well as delivering operational synergies, including increasing volumes on its existing processing facilities and increasing revenues on its natural-gas and crude-oil gathering systems.

Other intangible assets recognized in the Brazos Delaware acquisition are related to customer contracts. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired customer contracts and relationships, offset with appropriate charges for the use of contributory assets and discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 30 years, which represents the estimated term over which the customer contracts are expected to contribute to the Partnership’s cash flows.

The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the acquisition using inputs that are not observable in the market and thus represent Level 3 inputs. The fair values of the processing plants, gathering systems, and related facilities and equipment are based on market and cost approaches.

The following table presents the pro forma condensed financial information of the Partnership as if the acquisition had occurred on January 1, 2025:

Three Months EndedJune 30,Six Months Ended June 30,
thousands2026202520262025
Revenues and other$1,281,810$1,022,156$2,491,214$2,016,972
Net income (loss)413,623361,206790,277686,262

The following table presents the pro forma condensed financial information of WES Operating (which is included in the Partnership’s pro forma condensed financial information) as if the acquisition had occurred on January 1, 2025:

Three Months EndedJune 30,Six Months Ended June 30,
thousands2026202520262025
Revenues and other$1,281,810$1,022,156$2,491,214$2,016,972
Net income (loss)416,174361,458796,458686,280

The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the acquisition been completed at the assumed date, nor is it necessarily indicative of future operating results of the combined entity. The pro forma adjustments reflect pre-acquisition results of the acquisition including (i) net increases to revenues of $19.0 million and $27.4 million for the three and six months ended June 30, 2026, respectively, and net decreases to revenues of $6.7 million and $26.0 million for the three and six months ended June 30, 2025, respectively, with corresponding adjustments to cost of product, to adjust revenues and cost of product to conform to the Partnership’s accounting policies, including presenting certain product purchases under processing arrangements on a net basis within revenues rather than on a gross basis within cost of product, (ii) adjustments of $5.4 million and $12.2 million for the three and six months ended June 30, 2026, respectively, and $6.4 million and $12.8 million for the three and six months ended June 30, 2025, respectively, to decrease depreciation and amortization expense based on the acquisition-date fair value and estimated useful lives of property, plant, and equipment, and intangible assets, (iii) net decreases to interest expense of $2.0 million and $4.1 million for the three and six months ended June 30, 2026, respectively, and $4.3 million and $8.8 million for the three and six months ended June 30, 2025, respectively, reflecting the interest expense on the commercial paper program and RCF borrowing used to finance the cash-funded portion of the acquisition, net of the elimination of Brazos’s historical interest expense on higher-rate debt that was repaid at closing and not assumed by the Partnership, (iv) the exclusion of $9.6 million of loss on the early extinguishment of debt for the three and six months ended June 30, 2026, which related to Brazos's historical debt that was repaid at closing and not assumed by the Partnership, and (v) the exclusion of Brazos’s historical net gains of $1.0 million and $5.6 million on the interest rate derivatives for the three and six months ended June 30, 2026, respectively, and net losses of $4.3 million and $10.9 million for the three and six months ended June 30, 2025, respectively, as the related derivatives were settled prior to closing and the underlying debt was not assumed.

The pro forma adjustments include estimates and assumptions based on currently available information. Management believes the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected. The pro forma information reflects recurring adjustments, but does not reflect any cost savings or other synergies anticipated as a result of the acquisition, nor any future acquisition-related expenses.

The pro forma information in the table above includes $16.2 million of revenues and $12.1 million of expenses for the three and six months ended June 30, 2026, respectively, attributable to the assets acquired as part of the acquisition that are included in the Partnership’s and WES Operating’s consolidated statements of operations.

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 six months ended June 30, 2026, general and administrative expenses in the consolidated statements of operations include acquisition-related transaction costs of $0.2 million.

The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the Aris acquisition. Measurement period adjustments recorded during the six months ended June 30, 2026, resulted in a $2.3 million increase to goodwill.

thousands
Assets acquired:
Cash and cash equivalents$46,362
Accounts receivable, net90,717
Other current assets7,651
Property, plant, and equipment1,459,508
Goodwill350,807
Other intangible assets298,844
Other assets16,706
Total assets acquired2,270,595
Liabilities assumed:
Accounts payable and accrued liabilities11,474
Other current liabilities153,590
Long-term debt531,675
Asset retirement obligation52,020
Other liabilities94,651
Total liabilities assumed843,410
Net assets acquired$1,427,185

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.

  1. 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 amountsQuarters EndedTotal QuarterlyPer-unitDistributionTotal QuarterlyCash DistributionDistributionDateRecordDate
March 31$0.910$355,253May 15, 2025May 2, 2025
June 300.910355,254August 14, 2025August 1, 2025
September 300.910379,521November 14, 2025October 31, 2025
December 310.910379,675February 13, 2026February 2, 2026
March 31$0.930$374,643May 15, 2026May 1, 2026
June 300.930392,679August 14, 2026July 31, 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:

thousandsQuarters EndedTotal QuarterlyCash DistributionDistributionDate
March 31$363,290May 2025
June 30363,290August 2025
September 30391,568October 2025
December 31385,911February 2026
March 31$378,683May 2026
June 30405,281August 2026
  1. EQUITY AND PARTNERS’ CAPITAL

Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 2026, Occidental held 150,374,176 common units, representing a 35.6% limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.1% general partner interest in the Partnership. The public held 262,798,212 common units, representing a 62.3% limited partner interest in the Partnership. On January 16, 2026, the Partnership and subsidiaries of Occidental entered into a unit redemption agreement (“Unit Redemption Agreement”) providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership (see Note 6), valued at $610.0 million.

On June 11, 2026, in connection with the closing of the Brazos Delaware acquisition (see Note 3), the Partnership issued 19,389,239 common units to the seller and its affiliate designees. In connection with the issuance, the Partnership entered into a registration rights and lock-up agreement with the unit recipients, pursuant to which the Partnership agreed to file a registration statement covering the resale of such common units within 60 days following the closing date, and the recipients agreed not to transfer the units for a period of six months following the closing date, subject to customary exceptions.

Partnership equity repurchases. In February 2025, the Board authorized the Partnership to buy back up to $250.0 million of the Partnership’s common units through December 31, 2026 (the “2025 Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the six months ended June 30, 2026, the Partnership repurchasedno common units. As of June 30, 2026, the Partnership had an authorized amount of $250.0 million remaining under the program.

Holdings of WES Operating equity. On October 15, 2025, WES Operating issued preferred units to Aris, a wholly owned subsidiary of the Partnership, in connection with the Aris acquisition (see Note 1). As of June 30, 2026, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.2% limited partner interest and the entire non-economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 1.8% limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1).

Partnership’s net income (loss) per common unit. The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted-average ownership percentage during each period using the two-class method.

The following table provides a reconciliation between basic and diluted net income (loss) per common unit:

Three Months Ended June 30,Six Months Ended June 30,
thousands except per-unit amounts2026202520262025
Net income (loss)
Limited partners’ interest in net income (loss)$394,884$333,750$737,274$635,587
Weighted-average common units outstanding
Basic398,043381,328398,566381,158
Dilutive effect of non-vested phantom units1,3389981,4641,240
Diluted399,381382,326400,030382,398
Excluded due to anti-dilutive effect14881353
Net income (loss) per common unit
Basic$0.99$0.88$1.85$1.67
Diluted$0.99$0.87$1.84$1.66

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.

Summary of related-party transactions. The following tables summarize material related-party transactions included in the Partnership’s consolidated financial statements:

Statements of operations
Three Months Ended June 30,Six Months Ended June 30,
thousands2026202520262025
Revenues and other
Service revenues – fee based$542,295$559,192$1,080,356$1,100,937
Service revenues – product based18,92312,25435,94924,113
Product sales8,1634,80114,0189,599
Other643—1,160—
Total revenues and other570,024576,2471,131,4831,134,649
Equity income, net – related parties (1)21,53627,12836,31247,563
Operating expenses
Cost of product (2)39,798(9,028)33,768(23,042)
Operation and maintenance1,1691,5602,6183,481
General and administrative—179(20)210
Total operating expenses40,967(7,289)36,366(19,351)
Gain (loss) on divestiture and other, net——1,366—

(1)See Note 7.

(2)Includes related-party natural-gas and NGLs imbalances.

Balance sheets
thousandsJune 30,2026December 31,2025
Assets
Accounts receivable, net$370,453$407,941
Other current assets8,819524
Equity investments (1)493,467504,859
Other assets33,31133,124
Total assets906,050946,448
Liabilities
Accounts and imbalance payables30,54520,639
Accrued liabilities (2)184,97414,991
Other liabilities (2)979,905631,292
Total liabilities1,195,424666,922

(1)See Note 7.

(2)Includes contract liabilities from contracts with customers. See Note 2.

Statements of cash flows
Six Months Ended June 30,
thousands20262025
Distributions from equity-investment earnings – related parties$40,375$51,419
Contributions to equity investments – related parties(2,578)—
Distributions from equity investments in excess of cumulative earnings – related parties9,90714,047
Distributions to Partnership unitholders (1)(307,289)(311,914)
Distributions to WES Operating unitholders (2)(14,505)(14,217)

(1)Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership. See Note 4 and Note 5.

(2)Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5.

The following tables summarize material related-party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements:

Statements of operations
Three Months Ended June 30,Six Months Ended June 30,
thousands2026202520262025
General and administrative (1)$980$1,019$2,480$2,556

(1)Includes an intercompany service fee between the Partnership and WES Operating.

Balance sheets
thousandsJune 30,2026December 31,2025
Other current assets$8,636$447
Other assets28,52929,957
Accounts and imbalance payables (1)33,85776,040

(1)Includes balances related to transactions between the Partnership and WES Operating.

Statements of cash flows
Six Months Ended June 30,
thousands20262025
Distributions to WES Operating unitholders (1)$(764,594)$(710,646)

(1)Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, according to the terms of WES Operating’s partnership agreement. See Note 4 and Note 5.

Related-party revenues. Related-party revenues include amounts earned by the Partnership from services provided to Occidental and from the sale of natural gas, condensate, NGLs, and water solutions volumes to Occidental.

Gathering and processing agreements. The Partnership has significant gathering, treating, processing, stabilization, and produced-water disposal arrangements with affiliates of Occidental on most of its systems. While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market. Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 31% and 32% for the three and six months ended June 30, 2026, respectively, and 36% for both the three and six months ended June 30, 2025. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 91% and 92% for the three and six months ended June 30, 2026, respectively, and 92% for both the three and six months ended June 30, 2025. Produced-water throughput attributable to production owned or controlled by Occidental was 41% and 40% for the three and six months ended June 30, 2026, respectively, and 79% and 80% for the three and six months ended June 30, 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 third party pursuant to which DBM will gather and process certain volumes of natural gas already existing on the Partnership’s system, and conforming modifications to the terms of the associated processing arrangements between subsidiaries of the Partnership and Occidental, the Partnership and subsidiaries of Occidental also entered into a Unit Redemption Agreement providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership, valued at $610.0 million. The Unit Redemption Agreement and the GGA Amendment and related transactions were reviewed and approved by the Special Committee of the Board of Directors of the general partner, consisting entirely of independent members of the Board of Directors, and, based upon the recommendation of the Special Committee, the full Board of Directors.

Marketing services. While the Partnership markets and sells substantially all of its crude oil, residue gas, and NGLs directly to third parties, it does still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.

Operating leases. Certain surface-use and salt-water disposal agreements between an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership are classified as operating leases (see Related-party commercial agreement below). In addition, the Partnership has operating leases for field offices with Occidental as the lessor.

Related-party expenses. Operation and maintenance expense includes amounts accrued for or paid to related parties for field-related costs, field offices, and easements (see Related-party commercial agreement below) supporting the Partnership’s operations at certain assets. General and administrative expense includes amounts accrued for or paid to Occidental for certain reimbursed expenses pursuant to the provisions of the Partnership’s and WES Operating’s agreements with Occidental. Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related-party imbalances, and transactions with affiliates accounted for under the equity method of accounting. See Marketing services in the section above. Related-party expenses bear no direct relationship to related-party revenues, and third-party expenses bear no direct relationship to third-party revenues.

Services Agreement. Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, between WES Operating GP and Occidental (“Services Agreement”). Most of the administrative and operational services previously provided by Occidental fully transitioned to the Partnership by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement.

Construction reimbursement agreements and purchases and sales with related parties. From time to time, the Partnership enters into construction reimbursement agreements with Occidental providing that the Partnership will manage the construction of certain midstream infrastructure for Occidental in the Partnership’s areas of operation. Such arrangements generally provide for a reimbursement of costs incurred by the Partnership on a cost or cost-plus basis.

Additionally, from time to time, in support of the Partnership’s business, the Partnership purchases and sells equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates.

Related-party commercial agreement. During the first quarter of 2021, an affiliate of Occidental and the Partnership amended certain West Texas surface-use and salt-water disposal agreements to reduce usage fees owed by the Partnership in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments. The present value of the reduced usage fees under the amended agreements was $30.0 million at the time the agreement was executed. As a result of the amendments, (i) these agreements are classified as operating leases and (ii) a right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021. The ROU asset is being amortized to Operation and maintenance expense through 2038, the remaining term of the agreements.

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.

  1. EQUITY INVESTMENTS

The following table presents the financial statement impact of the Partnership’s equity investments for the six months ended June 30, 2026:

thousandsPercentage Ownership InterestBalance at December 31, 2025Equityincome, netContributionsDistributionsDistributions in excess ofcumulativeearnings (1)Balance at June 30, 2026
FRP33.33%$176,806$19,124$—$(19,668)$(3,638)$172,624
Mi Vida50.00%31,741(2,991)2,578——31,328
Red Bluff Express30.00%111,79510,400—(10,400)(506)111,289
Rendezvous (2)22.00%372(171)—(101)(100)—
TEG20.00%13,935339—(350)(238)13,686
TEP20.00%164,0347,496—(7,741)(3,847)159,942
White Cliffs10.00%6,1762,115—(2,115)(1,578)4,598
Total$504,859$36,312$2,578$(40,375)$(9,907)$493,467

(1)Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual-investment basis.

(2)Carrying value remained zero as of June 30, 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.

  1. SELECTED COMPONENTS OF WORKING CAPITAL

A summary of accounts receivable, net is as follows:

The PartnershipWES Operating
thousandsJune 30,2026December 31,2025June 30,2026December 31,2025
Trade receivables, net$938,588$759,183$938,588$759,183
Other receivables, net16,46414,01416,44413,982
Total accounts receivable, net$955,052$773,197$955,032$773,165

A summary of other current assets is as follows:

The PartnershipWES Operating
thousandsJune 30,2026December 31,2025June 30,2026December 31,2025
Crude and NGLs inventory$1,250$2,733$1,250$2,733
Materials and supplies11,16910,10311,16910,103
Imbalance receivables19,70512,22019,70512,220
Prepaid insurance9,32816,1117,88415,540
Contract assets7,2083,3867,2083,386
Other30,09619,70029,91219,622
Total other current assets$78,756$64,253$77,128$63,604

A summary of accrued liabilities is as follows:

The PartnershipWES Operating
thousandsJune 30,2026December 31,2025June 30,2026December 31,2025
Accrued interest expense$133,076$136,006$133,076$136,006
Short-term asset retirement obligations6,8769,9426,8769,942
Short-term remediation and reclamation obligations8,9148,3768,9148,376
Income taxes payable4,7109,4305,3689,430
Contract liabilities (1)192,03122,883192,03122,883
Accrued payroll and benefits57,66069,6231,0624,450
Short-term lease liabilities75,93065,29575,93065,295
Other (2)49,64686,82048,66870,491
Total accrued liabilities$528,843$408,375$471,925$326,873

(1)See Note 2.

(2)Includes aid-in-construction reimbursement prepayments, other employee expenses, and Aris-related accruals as of December 31, 2025.

  1. DEBT

WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances. The following table presents the outstanding debt:

June 30, 2026December 31, 2025
thousandsPrincipalCarryingValueFairValue (1)PrincipalCarryingValueFairValue (1)
Short-term debt
Commercial paper$163,300$162,905$162,905$—$—$—
Senior Notes———440,505440,205440,923
Finance lease liabilities5,1995,1995,1998,6208,6208,620
Total short-term debt$168,499$168,104$168,104$449,125$448,825$449,543
Long-term debt
Senior Notes (2)$8,936,329$8,874,911$8,653,606$8,236,329$8,182,745$8,010,240
Finance lease liabilities10,06610,06610,06612,42512,42512,425
Total long-term debt$8,946,395$8,884,977$8,663,672$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 June 30, 2026, maturity dates range from 2028 to 2050.

Debt activity. The following table summarizes the debt activity for the period presented:

thousandsCarrying Value
Balance at December 31, 2025$8,643,995
RCF borrowings360,000
Commercial paper borrowings (repayments), net (1)162,905
Repayments of RCF borrowings(360,000)
Repayment of 4.650% Senior Notes due 2026(440,505)
Issuance of 5.700% Senior Notes due 2036700,000
Finance lease liabilities(5,780)
Other(7,534)
Balance at June 30, 2026$9,053,081

(1)Net of borrowings and repayments related to commercial paper notes with original maturities of 90 days or less.

WES Operating Senior Notes. Including the effects of the issuance prices, underwriting discounts, and interest-rate adjustments, the effective interest rates of the Senior Notes due 2030 and 2050 were 4.169% and 5.363%, respectively, at June 30, 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.

During the second quarter of 2026, WES Operating retired the 4.650% Senior Notes due 2026 with proceeds from the public offerings of $1.2 billion in aggregate principal amount of Senior Notes issued in the fourth quarter of 2025. A loss of $0.2 million was recognized for the early retirement of these notes.

Also during the second quarter of 2026, WES Operating completed the public offering of $700.0 million in aggregate principal amount of 5.700% Senior Notes due 2036. Net proceeds from the offering were used to repay borrowings outstanding under the RCF and commercial paper program (including borrowings incurred to fund the cash consideration for the acquisition of Brazos Delaware), and for general partnership purposes, including the funding of capital expenditures.

As of June 30, 2026, WES Operating was in compliance with all covenants under the relevant governing indentures.

  1. DEBT

Revolving credit facility. As of June 30, 2026, there wereno outstanding borrowings, resulting in $1.8 billion in effective borrowing capacity under the RCF, after taking into account the $163.3 million of outstanding commercial paper borrowings (see below), for which WES Operating maintains availability under the RCF as support for WES Operating’s commercial paper program. RCF borrowings during the three-months ended June 30, 2026, were used to fund the acquisition of Brazos Delaware (see Debt activity above and Note 3). As of June 30, 2026 and 2025, the interest rate on any outstanding RCF borrowings was 4.95% and 5.62%, respectively. The facility-fee rate was 0.20% at June 30, 2026 and 2025. As of June 30, 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 June 30, 2026, there were $163.3 million outstanding borrowings under the commercial paper program at a weighted-average interest rate of 4.27% and weighted-average maturity of 20 days. A portion of the outstanding borrowings were used to fund the acquisition of Brazos Delaware (see Note 3).

  1. COMMITMENTS AND CONTINGENCIES

Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of June 30, 2026, and December 31, 2025, the consolidated balance sheets included $12.5 million and $10.0 million, respectively, of liabilities for remediation and reclamation obligations. The current portion of these amounts is included inaccrued 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 June 30, 2026, and December 31, 2025, the recorded obligations reflect gross amounts and exclude $6.6 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.

  1. 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.

  1. REPORTABLE SEGMENT

Summarized financial information. The following table presents information about the Partnership’s single operating and reportable segment, including (i) total revenues and other, (ii) significant expenses, and (iii) other segment items:

Three Months Ended June 30,Six Months Ended June 30,
thousands2026202520262025
Revenues from external customers (1)$1,217,500$942,141$2,339,185$1,859,059
Other revenues7,2191819,113379
Total revenues and other1,224,719942,3222,348,2981,859,438
Equity income, net – related parties21,53627,12836,31247,563
Less significant expenses: (2)
Operation and maintenance285,353224,629549,594451,143
Cash general and administrative costs (3)70,46254,009133,291111,713
Less other segment items:
Depreciation and amortization205,945172,113406,371342,573
Interest expense108,98495,170222,374192,463
Other (income) expense, net (4)(2,834)(3,692)(9,564)(11,169)
Income tax expense (benefit)5,1522,2398,6535,674
Other (5)157,94274,220299,608147,290
Net income (loss)$415,251$350,762$774,283$667,314

(1)Includes Service revenue - fee based, Service revenue - product based, and Product sales.

(2)The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(3)General and administrative expense as presented in the consolidated statements of operations less non-cash equity-based compensation expense and non-cash amortization of cloud-computing arrangements.

(4)Includes interest income earned on cash and cash equivalent balances.

(5)Other includes: (i) cost of product, (ii) non-cash equity-based compensation expense, (iii) non-cash amortization of cloud-computing arrangements, (iv) property and other taxes, (v) long-lived asset and other impairments, (vi) gain (loss) on divestiture and other, net, and (vii) gain (loss) on early extinguishment of debt.

The CODM uses consolidated total assets as the measure of the Partnership’s single reportable segment assets. As of June 30, 2026, and December 31, 2025, the consolidated balance sheets included $16.3 billion and $15.0 billion, respectively, of total assets, which includes $493.5 million and $504.9 million of assets related to equity investments as of June 30, 2026, and December 31, 2025, respectively.

Capital expenditures for additions to long-lived assets were $506.1 million and $321.0 million for the six months ended June 30, 2026 and 2025, respectively.

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