What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-08-06 · 115 added, 127 removed, 455 unchanged (35% of the section changed)

1 unchanged sentence

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 2024 Form 10-K as filed with the SEC on February 26, 2025.

The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of June 30, 2025 (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).

The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of September 30, 2025 (see 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.

41 unchanged sentences

gathering, stabilizing, and transporting condensate, NGLs, and crude oil;

and gathering and disposing of produced water.

and gathering, transporting, recycling, treating, 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.

1 unchanged sentence

We own or have investments in assets located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).

As of June 30, 2025, our assets and investments consisted of the following:

As of September 30, 2025, our assets and investments consisted of the following:

Operated Operated

8 unchanged sentences

(1) Includes the DBM water systems.

Significant financial and operational events during the six months ended June 30, 2025, included the following:

Significant financial and operational events during the nine months ended September 30, 2025, included the following:

• WES Operating retired the total principal amount outstanding of the 3.100% Senior Notes due 2025 at par value during the first quarter of 2025 and the 3.950% Senior Notes due 2025 at par value during the second quarter of 2025.

• Our second-quarter 2025 per-unit distribution is unchanged from the first-quarter 2025 per-unit distribution of $0.910.

• Our third-quarter 2025 per-unit distribution is unchanged from the second-quarter 2025 per-unit distribution of $0.910.

• Completed the start-up of the North Loving plant in late-February 2025, increasing gas processing capacity at the West Texas complex by 250 MMcf/d to a total of 2,190 MMcf/d.

The following table provides additional information on throughput for the periods presented below:

Three Months Ended Six Months Ended

June 30, 2025 March 31, 2025 Inc/

(Dec) June 30, 2025 June 30, 2024 Inc/

Three Months Ended Nine Months Ended

September 30, 2025 June 30, 2025 Inc/

(Dec) September 30, 2025 September 30, 2024 Inc/

Throughput for natural-gas assets (MMcf/d)

5 unchanged sentences

Total throughput for natural-gas assets 5,549 5,433 2 % 5,425 5,170 5 %

5,433 5,291 3 % 5,362 5,160 4 %

Throughput for crude-oil and NGLs assets (MBbls/d)

5 unchanged sentences

Total throughput for crude-oil and NGLs assets 520 543 (4) % 525 540 (3) %

543 514 6 % 528 551 (4) %

Throughput for produced-water assets (MBbls/d)

1 unchanged sentence

Total throughput for produced-water assets 1,242 1,242 — % 1,225 1,124 9 %

1,242 1,190 4 % 1,216 1,126 8 %

We expect our business to be affected by the below - described key trends and uncertainties.

6 unchanged sentences

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 2024, ranged from a low of $65.75 per barrel in September 2024 to a high of $86.91 per barrel in April 2024, and prices during the six months ended June 30, 2025, ranged from a low of $57.13 per barrel in May 2025 to a high of $80.04 per barrel in January 2025.

The Waha Hub natural-gas prices during 2024, ranged from a low of ($6.23) per MMBtu in August 2024 to a high of $8.27 per MMBtu in January 2024, and prices during the six months ended June 30, 2025, ranged from a low of ($1.86) per MMBtu in May 2025 to a high of $7.50 per MMBtu in January 2025.

The New York Mercantile Exchange West Texas Intermediate crude - oil daily settlement prices during 2024, ranged from a low of $65.75 per barrel in September 2024 to a high of $86.91 per barrel in April 2024, and prices during the nine months ended September 30, 2025, ranged from a low of $57.13 per barrel in May 2025 to a high of $80.04 per barrel in January 2025.

The Waha Hub natural-gas prices during 2024, ranged from a low of ($6.23) per MMBtu in August 2024 to a high of $8.27 per MMBtu in January 2024, and prices during the nine months ended September 30, 2025, ranged from a low of ($2.77) per MMBtu in September 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.

26 unchanged sentences

The following tables and discussion present a summary of our results of operations:

Three Months Ended Six Months Ended

thousands June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

thousands September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

Total revenues and other (1)

19 unchanged sentences

(2) For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 2.

For purposes of the following discussion, any increases or decreases “for the three months ended June 30, 2025” refer to the comparison of the three months ended June 30, 2025, to the three months ended March 31, 2025;

and any increases or decreases “for the six months ended June 30, 2025” refer to the comparison of the six months ended June 30, 2025, to the six months ended June 30, 2024.

Three Months Ended Six Months Ended

June 30, 2025 March 31, 2025 Inc/

(Dec) June 30, 2025 June 30, 2024 Inc/

For purposes of the following discussion, any increases or decreases “for the three months ended September 30, 2025” refer to the comparison of the three months ended September 30, 2025, to the three months ended June 30, 2025;

and any increases or decreases “for the nine months ended September 30, 2025” refer to the comparison of the nine months ended September 30, 2025, to the nine months ended September 30, 2024.

Three Months Ended Nine Months Ended

September 30, 2025 June 30, 2025 Inc/(Dec) September 30, 2025 September 30, 2024 Inc/(Dec)

Throughput for natural-gas assets (MMcf/d)

27 unchanged sentences

Natural-gas assets

Total throughput attributable to WES for natural - gas assets increased by 141 MMcf/d for the three months ended June 30, 2025, primarily due to (i) higher volumes at the West Texas, DJ Basin, and Powder River Basin complexes due to increased production in the areas, and (ii) higher volumes at the Mi Vida plant.

These increases were offset partially by lower volumes at the Brasada complex and Springfield gas-gathering system due to decreased production in the area and downtime during the second quarter of 2025.

Total throughput attributable to WES for natural - gas assets increased by 192 MMcf/d for the six months ended June 30, 2025, primarily due to (i) higher volumes at the West Texas, Powder River Basin, and Chipeta complexes due to increased production in the areas, and (ii) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline beginning in November 2024.

These increases were offset partially by (i) lower volumes at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024, (ii) lower volumes at the Brasada complex and Springfield gas-gathering system due to decreased production in the area and downtime during the second quarter of 2025, (iii) lower volumes at the MIGC system due to certain temporary customer constraints, and (iv) lower volumes at the Granger complex due to decreased production in the area.

Total throughput attributable to WES for natural - gas assets increased by 107 MMcf/d for the three months ended September 30, 2025, primarily due to (i) higher volumes at the Brasada complex and Springfield gas-gathering system due to downtime during the second quarter of 2025, (ii) higher volumes at the DJ Basin and Chipeta complexes due to increased production in the areas, (iii) higher volumes at the MIGC system due to certain temporary customer constraints during the second quarter of 2025, and (iv) higher volumes on the Red Bluff Express pipeline.

These increases were offset partially by (i) a decrease in previously onloaded volumes at the Powder River Basin complex and (ii) lower volumes at the Mi Vida plant.

Total throughput attributable to WES for natural - gas assets increased by 243 MMcf/d for the nine months ended September 30, 2025, primarily due to (i) higher volumes at the West Texas, DJ Basin, and Chipeta complexes due to increased production in the areas, and (ii) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline beginning in November 2024.

These increases were offset partially by (i) lower volumes at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024 and (ii) lower volumes at the Springfield gas-gathering system due to decreased production in the area and downtime during the second quarter of 2025.

Crude-oil and NGLs assets

Total throughput attributable to WES for crude - oil and NGLs assets increased by 29 MBbls/d for the three months ended June 30, 2025, primarily due to higher volumes at the DBM oil system due to increased production in the area.

Total throughput attributable to WES for crude - oil and NGLs assets decreased by 22 MBbls/d for the six months ended June 30, 2025, primarily due to the divestiture of Whitethorn LLC and Saddlehorn in the first quarter of 2024.

Total throughput attributable to WES for crude - oil and NGLs assets decreased by 22 MBbls/d for the three months ended September 30, 2025, primarily due to lower volumes at the DBM oil system due to decreased production in the area.

Total throughput attributable to WES for crude - oil and NGLs assets decreased by 14 MBbls/d for the nine months ended September 30, 2025, primarily due to (i) the divestiture of Whitethorn LLC and Saddlehorn in the first quarter of 2024 and (ii) lower volumes on the TEP pipeline.

These decreases were offset partially by higher volumes 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 51 MBbls/d and 89 MBbls/d for the three and six months ended June 30, 2025, respectively, due to higher production.

Three Months Ended Six Months Ended

Total throughput attributable to WES for produced - water assets increased by 99 MBbls/d for the nine months ended September 30, 2025, due to higher production.

Three Months Ended Nine Months Ended

thousands except percentages and per-unit amounts

June 30, 2025 March 31, 2025 Inc/

(Dec) June 30, 2025 June 30, 2024 Inc/

September 30, 2025 June 30, 2025 Inc/(Dec) September 30, 2025 September 30, 2024 Inc/(Dec)

Service revenues – fee based $ 868,253 $ 851,419 2 % $ 2,542,869 $ 2,389,366 6 %

10 unchanged sentences

Service revenues – fee based

Service revenues – fee based increased by $28.2 million for the three months ended June 30, 2025, primarily due to increases of $15.1 million, $4.8 million, and $4.5 million at the West Texas complex, DBM oil system, and DBM water systems, respectively, due to increased throughput.

Service revenues – fee based increased by $99.6 million for the six months ended June 30, 2025, primarily due to increases of (i) $65.6 million at the West Texas complex due to increased throughput, partially offset by decreased deficiency fees on certain contracts with throughput minimums, and (ii) $17.9 million at the DBM oil system, $11.3 million at the Powder River Basin complex, $9.1 million at the DBM water systems, $7.7 million at the DJ Basin complex, and $5.7 million at the Chipeta complex, all primarily due to increased throughput.

Service revenues – fee based increased by $16.8 million for the three months ended September 30, 2025, primarily due to an increase of $8.9 million at the DJ Basin complex due to increased throughput.

Service revenues – fee based increased by $153.5 million for the nine months ended September 30, 2025, primarily due to increases of (i) $94.8 million at the West Texas complex, $12.3 million at the DJ Basin complex, $10.7 million at the Powder River Basin complex, and $7.4 million at the Chipeta complex, all primarily due to increased throughput, (ii) $26.4 million at the DBM oil system due to increased throughput and deficiency fees on certain contracts with increasing throughput minimums, and (iii) $16.7 million at the DBM water systems due to increased throughput, partially offset by a change in contract terms effective January 1, 2025.

These increases were offset partially by decreases of (i) $11.0 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024 and (ii) $8.4 million at the Springfield systems primarily due to decreased throughput.

Other revenues from customers

Other revenues from customers decreased by $3.0 million for the three months ended June 30, 2025, primarily due to decreased average prices at the DJ Basin complex.

Other revenues from customers decreased by $33.2 million for the six months ended June 30, 2025, primarily due to decreases of (i) $17.0 million at the DJ Basin complex due to decreased volumes sold and (ii) $9.3 million at the Chipeta complex due to contract changes effective during the third quarter of 2024 and decreased product recoveries.

Other revenues from customers decreased by $6.7 million for the three months ended September 30, 2025, primarily due to a decrease of $12.8 million at the West Texas complex due to decreased product recoveries and average prices, partially offset by an increase of $2.9 million at the DJ Basin complex due to increased volumes sold.

Other revenues from customers decreased by $17.9 million for the nine months ended September 30, 2025, primarily due to (i) $31.1 million and $5.4 million at the DJ Basin and Granger complexes, respectively, due to decreased volumes sold and average prices and (ii) $7.0 million at the Chipeta complex due to contract changes effective during the third quarter of 2024.

These decreases were offset partially by an increase of $24.9 million at the West Texas complex due to increased average prices and volumes sold.

Equity Income, Net – Related Parties

Three Months Ended Six Months Ended

thousands except percentages June 30, 2025 March 31, 2025 Inc/

(Dec) June 30, 2025 June 30, 2024 Inc/

Three Months Ended Nine Months Ended

thousands except percentages September 30, 2025 June 30, 2025 Inc/(Dec) September 30, 2025 September 30, 2024 Inc/(Dec)

Equity income, net – related parties $ 16,847 $ 27,128 (38) % $ 64,410 $ 84,227 (24) %

Equity income, net – related parties decreased by $12.7 million for the six months ended June 30, 2025, primarily due to (i) $5.5 million resulting from the sale of several equity investments to third parties in the first quarter of 2024 and (ii) $5.2 million at TEP.

Equity income, net – related parties decreased by $10.3 million for the three months ended September 30, 2025, primarily due to a decrease of $4.1 million at Mi Vida.

Equity income, net – related parties decreased by $19.8 million for the nine months ended September 30, 2025, primarily due to decreases of $6.0 million at TEP and $5.5 million resulting from the sale of several equity investments to third parties in the first quarter of 2024.

See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q .

Cost of Product and Operation and Maintenance Expenses

Three Months Ended Six Months Ended

thousands except percentages June 30, 2025 March 31, 2025 Inc/

(Dec) June 30, 2025 June 30, 2024 Inc/

Three Months Ended Nine Months Ended

thousands except percentages September 30, 2025 June 30, 2025 Inc/(Dec) September 30, 2025 September 30, 2024 Inc/(Dec)

Natural-gas purchases

$ 5,180 $ 14,017 (63) % $ 19,197 $ 9,313 106 %

$ 7,210 $ 5,180 39 % $ 26,407 $ 5,594 NM

NGLs purchases 50,846 63,301 (20) % 174,565 194,603 (10) %

4 unchanged sentences

Natural-gas purchases

Natural-gas purchases decreased by $8.8 million for the three months ended June 30, 2025, primarily due to lower average prices at the West Texas complex.

Natural-gas purchases increased by $9.9 million for the six months ended June 30, 2025, primarily due to higher average prices at the West Texas complex.

Natural-gas purchases increased by $20.8 million for the nine months ended September 30, 2025, primarily due to higher average prices at the West Texas complex.

NGLs purchases

NGLs purchases increased by $2.9 million for the three months ended June 30, 2025, primarily due to an increase of $8.8 million at the West Texas complex due to higher purchased volumes and changes in line-fill inventory, partially offset by a decrease of $8.0 million at DJ Basin complex due to lower purchased volumes.

NGLs purchases decreased by $14.3 million for the six months ended June 30, 2025, primarily due to decreases of (i) $8.1 million at the DJ Basin complex due to lower purchased volumes and average prices, and (ii) $6.0 million at the Chipeta complex due to contract changes effective during the third quarter of 2024 and decreased product recoveries.

Other items increased by $7.1 million for the three months ended June 30, 2025, primarily due to changes in imbalance positions at the West Texas complex.

Other items decreased by $11.5 million for the six months ended June 30, 2025, primarily due to changes in imbalance positions at the Powder River Basin complex and lower offload costs at the West Texas complex.

NGLs purchases decreased by $12.5 million for the three months ended September 30, 2025, primarily due to a decrease of $11.7 million at the West Texas complex due to decreased product recoveries.

NGLs purchases decreased by $20.0 million for the nine months ended September 30, 2025, primarily due to decreases of (i) $13.6 million at the DJ Basin complex due to lower purchased volumes and average prices, and (ii) $5.9 million at the Chipeta complex due to contract changes effective during the third quarter of 2024.

Other items increased by $18.9 million for the three months ended September 30, 2025, primarily due to changes in imbalance positions at the West Texas and Chipeta complexes.

Operation and maintenance expense

Operation and maintenance expense increased by $32.9 million for the six months ended June 30, 2025, primarily due to increases of (i) $9.7 million in utility expense, (ii) $9.6 million in equipment and material costs, (iii) $6.0 million in salaries and wages costs, (iv) $3.5 million in land-related costs, and (v) $3.5 million in maintenance and repair costs.

These increases were offset partially by a decrease of $5.2 million in contract labor and consulting costs.

Operation and maintenance expense decreased by $12.2 million for the three months ended September 30, 2025, primarily due to decreases of (i) $7.2 million in equipment and maintenance costs and (ii) $5.6 million in chemicals and treating services.

Operation and maintenance expense increased by $14.2 million for the nine months ended September 30, 2025, primarily due to increases of (i) $15.5 million in utility expense, (ii) $5.9 million in land-related costs, (iii) $5.7 million in salaries and wages costs, and (iv) $5.5 million in equipment and maintenance costs.

These increases were offset partially by decreases of (i) $7.2 million in contract labor and consulting costs and (ii) $5.7 million in chemicals and treating services.

Other Operating Expenses

Three Months Ended Six Months Ended

thousands except percentages June 30, 2025 March 31, 2025 Inc/

(Dec) June 30, 2025 June 30, 2024 Inc/

Three Months Ended Nine Months Ended

thousands except percentages September 30, 2025 June 30, 2025 Inc/(Dec) September 30, 2025 September 30, 2024 Inc/(Dec)

General and administrative $ 64,119 $ 66,146 (3) % $ 197,051 $ 195,498 1 %

1 unchanged sentence

Depreciation and amortization 170,323 172,113 (1) % 512,896 487,438 5 %

Long - lived asset and other impairments

686 3 NM 689 1,553 (56) %

Long-lived asset and other impairments 11,562 686 NM 12,251 6,204 97 %

Total other operating expenses $ 261,729 $ 256,750 2 % $ 773,554 $ 733,124 6 %

Depreciation and amortization expense

Depreciation and amortization expense increased by $21.2 million for the six months ended June 30, 2025, primarily due to capital projects being placed into service at the West Texas complex.

Depreciation and amortization expense increased by $25.5 million for the nine months ended September 30, 2025, primarily due to capital projects being placed into service at the West Texas complex.

Property and other taxes

Property and other taxes increased by $7.4 million for the nine months ended September 30, 2025, primarily due to a higher ad valorem property tax accrual at the DJ Basin complex and DJ Basin oil system.

Long-lived asset and other impairment expense

Long - lived asset and other impairment expense increased by $10.9 million and $6.0 million for the three and nine months ended September 30, 2025, respectively, primarily due to a $9.9 million impairment at the Granger complex.

Interest Expense

Three Months Ended Six Months Ended

thousands except percentages June 30, 2025 March 31, 2025 Inc/

(Dec) June 30, 2025 June 30, 2024 Inc/

Three Months Ended Nine Months Ended

thousands except percentages September 30, 2025 June 30, 2025 Inc/(Dec) September 30, 2025 September 30, 2024 Inc/(Dec)

Long-term and short-term debt $ (91,240) $ (93,348) (2) % $ (280,648) $ (278,361) 1 %

$ (93,348) $ (96,060) (3) % $ (189,408) $ (184,806) 2 %

Finance lease liabilities (533) (557) (4) % (1,673) (1,964) (15) %

2 unchanged sentences

Interest expense $ (92,353) $ (95,170) (3) % $ (284,816) $ (279,177) 2 %

Interest expense increased by $7.4 million for the six months ended June 30, 2025, primarily due to an increase of $22.2 million of interest incurred on the 5.450% Senior Notes due 2034 that were issued during the third quarter of 2024.

This increase was offset partially by decreases of (i) $9.1 million due to the repayment of the 3.100% Senior Notes due 2025 during the first quarter of 2025 and (ii) $5.6 million due to lower outstanding borrowings on the commercial paper program during 2025.

Interest expense increased by $5.6 million for the nine months ended September 30, 2025, primarily due to increases of (i) $28.2 million of interest incurred on the 5.450% Senior Notes due 2034 that were issued during the third quarter of 2024 and (ii) $4.4 million due to lower capitalized interest.

These increases were offset partially by decreases of (i) $19.3 million due to senior note repayments during 2025 and (ii) $5.4 million due to lower outstanding borrowings on the commercial paper program during 2025.

See Liquidity and Capital Resources—Debt and credit facilities within this Item 2.

4 unchanged sentences

However, income apportionable to Texas is subject to Texas margin tax.

Income tax expense decreased by $9.9 million for the nine months ended September 30, 2025, primarily due to a revaluation increasing the deferred tax liability balance in 2024 resulting from a state margin rate increase associated with no longer being included in Occidental’s affiliated group tax return beginning in September 2024 following Occidental’s sale of 19.5 million WES common units in August 2024 and the resulting decrease in WES ownership, inclusive of its ownership in WES Operating.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

5 unchanged sentences

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, and (vi) the noncontrolling interest owners’ proportionate share of revenues and expenses.

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.

16 unchanged sentences

The following tables present reconciliations of the GAAP measure to our non-GAAP measures:

Three Months Ended Six Months Ended

thousands June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

thousands September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

Reconciliation of Gross margin to Adjusted Gross Margin

13 unchanged sentences

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 Six Months Ended

thousands except per-unit amounts June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

thousands except per-unit amounts September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

Gross margin for natural - gas assets (1)

29 unchanged sentences

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.

Three Months Ended Six Months Ended

thousands June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

thousands September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

Reconciliation of Net income (loss) to Adjusted EBITDA

2 unchanged sentences

Non-cash equity-based compensation expense 10,456 10,713 29,417 28,573

10,713 8,248 18,961 19,814

Interest expense 92,353 95,170 284,816 279,177

2 unchanged sentences

Long-lived asset and other impairments 11,562 686 12,251 6,204

686 3 689 1,553

Other expense 53 43 286 239

10 unchanged sentences

Accretion and amortization of long-term obligations, net (1,896) (2,032) (6,130) (6,884)

(2,032) (2,202) (4,234) (4,663)

Current income tax expense (benefit) 1,865 1,940 5,527 3,489

10 unchanged sentences

Net cash provided by operating activities $ 570,210 $ 563,977 $ 1,664,980 $ 1,582,414

Net cash provided by (used in) investing activities

(173,974) (140,790) (314,764) 381,854

Net cash provided by (used in) financing activities (708,718) (1,032,020) (1,740,738) (1,341,648)

Net cash (used in) provided by investing activities (161,528) (173,974) (476,292) 191,153

Net cash used in financing activities (361,126) (708,718) (2,101,864) (921,617)

_________________________________________________________________________________________

(1) Includes (i) the 25% third - party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.

Three Months Ended Six Months Ended

thousands June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

thousands September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

Reconciliation of Net cash provided by operating activities to Free Cash Flow

3 unchanged sentences

Free Cash Flow $ 397,405 $ 388,394 $ 1,185,197 $ 1,014,887

$ 388,394 $ 399,398 $ 787,792 $ 649,776

Cash flow information

Net cash provided by operating activities $ 570,210 $ 563,977 $ 1,664,980 $ 1,582,414

Net cash provided by (used in) investing activities

(173,974) (140,790) (314,764) 381,854

Net cash provided by (used in) financing activities (708,718) (1,032,020) (1,740,738) (1,341,648)

Net cash (used in) provided by investing activities (161,528) (173,974) (476,292) 191,153

Net cash used in financing activities (361,126) (708,718) (2,101,864) (921,617)

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 $22.4 million for the three months ended June 30, 2025, primarily due to a $25.2 million increase in total revenues.

Gross margin increased by $60.8 million for the six months ended June 30, 2025, primarily due to (i) a $66.1 million increase in total revenues and other and (ii) a $15.9 million decrease in cost of product.

These amounts were offset partially by a $21.2 million increase in depreciation and amortization.

Gross margin increased by $107.3 million for the nine months ended September 30, 2025, primarily due to a $135.2 million increase in total revenues and other, partially offset by a $25.5 million increase in depreciation and amortization.

Net income (loss).

Refer to Operating Results.

within this Item 2 for a discussion of the primary components of Net income (loss) as compared to the prior periods.

Net income (loss) increased by $34.2 million for the three months ended June 30, 2025, primarily due to (i) a $25.2 million increase in total revenues and other and (ii) a $6.7 million increase in equity income, net – related parties.

Net income (loss) decreased by $306.5 million for the six months ended June 30, 2025, primarily due to (i) a $304.5 million decrease in gain (loss) on divestiture and other, net, (ii) a $43.7 million increase in total operating expenses, and (iii) a $12.7 million decrease in equity income, net – related parties.

Refer to Operating Results within this Item 2 for a discussion of the primary components of Net income (loss) as compared to the prior periods.

Net income (loss) decreased by $253.5 million for the nine months ended September 30, 2025, primarily due to (i) a $307.5 million decrease in gain (loss) on divestiture and other, net and (ii) a $57.1 million increase in total operating expenses.

These amounts were offset partially by a $135.2 million increase in total revenues and other.

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KEY PERFORMANCE METRICS

Three Months Ended Six Months Ended

thousands except percentages and per-unit amounts June 30, 2025 March 31, 2025 Inc/

(Dec) June 30, 2025 June 30, 2024 Inc/

Three Months Ended Nine Months Ended

thousands except percentages and per-unit amounts September 30, 2025 June 30, 2025 Inc/(Dec) September 30, 2025 September 30, 2024 Inc/(Dec)

Adjusted Gross Margin

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Adjusted Gross Margin.

Adjusted Gross Margin increased by $18.3 million for the three months ended June 30, 2025, primarily due to increased throughput at the West Texas complex, DBM water systems, and DBM oil system.

Adjusted Gross Margin increased by $58.9 million for the six months ended June 30, 2025, primarily due to (i) increased throughput at the West Texas complex, partially offset by decreased deficiency fees on certain contracts with throughput minimums, and (ii) increased throughput at the DBM oil system, Powder River Basin complex, and DBM water systems.

These increases were offset partially by (i) the sale of our interests in the Marcellus Interest systems, Saddlehorn, and Mont Belvieu JV during 2024, and (ii) decreased throughput at the Springfield gas-gathering system.

Per - Mcf Adjusted Gross Margin for natural - gas assets decreased by $0.02 for the three months ended June 30, 2025, primarily due to (i) lower volumes sold, lower average prices, and contract mix at the West Texas complex, and (ii) lower volumes sold and decreased deficiency fees at the DJ Basin complex.

Per - Bbl Adjusted Gross Margin for crude - oil and NGLs assets decreased by $0.15 for the three months ended June 30, 2025, primarily due to lower distributions and increased throughput at TEP and FRP, which have a lower-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets.

These decreases were offset partially 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.

Per - Bbl Adjusted gross margin for crude - oil and NGLs assets increased by $0.15 for the six months ended June 30, 2025, primarily due to (i) lower throughput at TEP and FRP, which have a lower-than-average per-Bbl margin as compared to our other crude oil and NGLs assets and (ii) the sale of our interest in Whitethorn LLC which had a lower-than-average per-Bbl margins as compared to our other crude oil and NGLs assets.

Adjusted Gross Margin decreased by $4.2 million for the three months ended September 30, 2025, primarily due to (i) decreased product recoveries and average prices at the West Texas complex and (ii) decreased throughput at the Powder River Basin complex.

These decreases were offset partially by increased throughput at the DJ Basin complex.

Adjusted Gross Margin increased by $106.4 million for the nine months ended September 30, 2025, primarily due to (i) increased throughput at the West Texas and Powder River Basin complexes, (ii) increased throughput and deficiency fees on certain contracts with increasing throughput minimums at the DBM oil system, and (iii) increased throughput at the DBM water systems, partially offset by a change in contract terms effective January 1, 2025.

Per - Mcf Adjusted Gross Margin for natural - gas assets decreased by $0.05 for the three months ended September 30, 2025, primarily due to decreased product recoveries and average prices at the West Texas complex.

This decrease was offset partially by higher throughput at the DJ Basin complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets.

Per - Bbl Adjusted Gross Margin for crude - oil and NGLs assets increased by $0.08 for the three months ended September 30, 2025, primarily due to increased deficiency fees on certain contracts with increasing throughput minimums at the DBM oil system.

Per - Bbl Adjusted gross margin for crude - oil and NGLs assets increased by $0.17 for the nine months ended September 30, 2025, primarily due to (i) 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, (ii) lower throughput at TEP and FRP, which have a lower-than-average per-Bbl margin as compared to our other crude oil and NGLs assets, and (iii) the sale of our interest in Whitethorn LLC which had a lower-than-average per-Bbl margins as compared to our other crude oil and NGLs assets.

These increases were offset partially by decreased revenues associated with demand volumes, partially offset by increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2025, at the DJ Basin oil system.

Per - Bbl Adjusted Gross Margin for produced - water assets decreased by $0.02 for the six months ended June 30, 2025, primarily due to a change in contract terms effective January 1, 2025.

Per - Bbl Adjusted Gross Margin for produced - water assets decreased by $0.02 for the nine months ended September 30, 2025, primarily due to a change in contract terms effective January 1, 2025.

Adjusted EBITDA.

Adjusted EBITDA increased by $24.3 million for the three months ended June 30, 2025, primarily due to a $25.2 million increase in total revenues and other.

Adjusted EBITDA increased by $25.0 million for the six months ended June 30, 2025, primarily due to (i) a $66.1 million increase in total revenues and other and (ii) a $16.0 million decrease in cost of product (net of lower of cost or market inventory adjustments).

These amounts were offset partially by (i) a $32.9 million increase in operation and maintenance expenses and (ii) a $15.8 million decrease in distributions from equity investments.

Adjusted EBITDA increased by $15.9 million for the three months ended September 30, 2025, primarily due to (i) a $12.2 million decrease in operation and maintenance expenses and (ii) a $10.2 million increase in total revenues and other.

These amounts were offset partially by an $8.5 million increase in cost of product (net of lower of cost or market inventory adjustments).

Adjusted EBITDA increased by $91.9 million for the nine months ended September 30, 2025, primarily due to a $135.2 million increase in total revenues and other.

This amount was offset partially by (i) a $15.4 million decrease in distributions from equity investments, (ii) a $14.2 million increase in operation and maintenance expenses, and (iii) a $7.4 million increase in property taxes.

Free Cash Flow.

Free Cash Flow decreased by $11.0 million for the three months ended June 30, 2025, primarily due to (i) a $36.2 million increase in capital expenditures and (ii) an $8.0 million decrease in distributions from equity investments in excess of cumulative earnings.

These amounts were offset partially by a $33.2 million increase in net cash provided by operating activities.

Free Cash Flow increased by $138.0 million for the six months ended June 30, 2025, primarily due to (i) an $84.6 million decrease in capital expenditures and (ii) a $63.6 million increase in net cash provided by operating activities.

These amounts were offset partially by a $10.3 million decrease in distributions from equity investments in excess of cumulative earnings.

Free Cash Flow increased by $9.0 million for the three months ended September 30, 2025, primarily due to (i) an $8.9 million increase in distributions from equity investments in excess of cumulative earnings and (ii) a $6.2 million increase in net cash provided by operating activities.

These amounts were offset partially by a $6.1 million increase in capital expenditures.

Free Cash Flow increased by $170.3 million for the nine months ended September 30, 2025, primarily due to (i) an $89.3 million decrease in capital expenditures and (ii) an $82.6 million increase in net cash provided by operating activities.

See Capital Expenditures and Historical Cash Flow within this Item 2 for further information.

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Our primary cash uses include equity and debt service, operating expenses, acquisitions, and capital expenditures.

Our sources of liquidity, as of June 30, 2025, 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.

Our sources of liquidity, as of September 30, 2025, 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.

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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 second quarter of 2025 of $0.910 per unit, or $355.3 million in the aggregate.

The cash distribution is payable on August 14, 2025, to our unitholders of record at the close of business on August 1, 2025.

The Board declared a cash distribution to unitholders for the third quarter of 2025 of $0.910 per unit, or $379.5 million in the aggregate.

The cash distribution is payable on November 14, 2025, to our unitholders of record at the close of business on October 31, 2025.

See Note 12—Subsequent Event under Part I, Item 1 of this Form 10-Q.

In February 2025, the Board authorized a buyback program of up to $250.0 million of our common units through December 31, 2026 (the “2025 Purchase Program”).

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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 June 30, 2025, we had a $210.2 million working capital surplus, which we define as the amount by which current assets exceed current liabilities.

As of June 30, 2025, there was $2.0 billion in effective borrowing capacity under the RCF.

As of September 30, 2025, we had a $276.6 million working capital surplus, which we define as the amount by which current assets exceed current liabilities.

As of September 30, 2025, there was $2.0 billion in effective borrowing capacity under the RCF.

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.

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Acquisitions and capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:

Six Months Ended

Nine Months Ended

September 30,

thousands 2025 2024

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_________________________________________________________________________________________

(1) For six months ended June 30, 2025 and 2024, included $4.3 million and $7.8 million, respectively, of capitalized interest.

Capital expenditures decreased by $84.6 million for the six months ended June 30, 2025, primarily due to decreases of (i) $137.7 million at the West Texas complex, primarily attributable to construction costs incurred in 2024 associated with the North Loving plant that was completed in the first quarter of 2025, (ii) $16.6 million at the DBM water systems due to decreased construction of certain water - disposal wells, equipment, facilities, and well-connect projects, and (iii) $9.9 million in corporate-level capital expenditures.

These decreases were offset partially by increases of (i) $37.9 million at the Powder River Basin complex primarily attributable to an increase in construction of facilities and well-connect projects and (ii) $23.7 million at the DBM oil system related to an increase in pipeline and oil pumping projects.

(1) For the nine months ended September 30, 2025 and 2024, included $6.7 million and $11.1 million, respectively, of capitalized interest.

Capital expenditures decreased by $89.3 million for the nine months ended September 30, 2025, primarily due to decreases of (i) $180.5 million at the West Texas complex, primarily attributable to construction costs incurred in 2024 associated with the North Loving plant that was completed in the first quarter of 2025 and (ii) $21.3 million at the DBM water systems due to decreased construction of certain water - disposal wells, equipment, facilities, and well-connect projects.

These decreases were offset partially by increases of (i) $64.5 million at the Powder River Basin complex primarily attributable to an increase in construction of facilities and well-connect projects, (ii) $27.1 million at the DBM oil system related to an increase in pipeline, oil pumping, and electrical distribution projects, and (iii) $16.4 million at the Chipeta complex primarily related to facility upgrades and gathering pipeline construction.

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:

Six Months Ended

Nine Months Ended

September 30,

thousands 2025 2024

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Operating activities .

Net cash provided by operating activities increased for the six months ended June 30, 2025, primarily due to higher cash operating income and the impact of changes in assets and liabilities, partially offset by higher interest expense and lower distributions from equity-investment earnings.

Net cash provided by operating activities increased for the nine months ended September 30, 2025, primarily due to higher cash operating income, partially offset by lower distributions from equity-investment earnings and higher interest expense.

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 six months ended June 30, 2025, primarily included (i) capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, Powder River Basin complex, DBM water systems, DBM oil system, DJ Basin complex, and Chipeta complex, (ii) increases to materials and supplies inventory and other, and (iii) distributions received from equity investments in excess of cumulative earnings.

Net cash provided by investing activities for the six months ended June 30, 2024, primarily included (i) proceeds related to the sale of several equity investments to third parties, (ii) proceeds related to the sale of our 33.75% interest in the Marcellus Interest systems to a third party, (iii) distributions received from equity investments in excess of cumulative earnings, (iv) capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system, and (v) increases to materials and supplies inventory and other.

Net cash used in investing activities for the nine months ended September 30, 2025, primarily included (i) capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, Powder River Basin complex, DBM water systems, DBM oil system, DJ Basin complex, and Chipeta complex and (ii) distributions received from equity investments in excess of cumulative earnings.

Net cash provided by investing activities for the nine months ended September 30, 2024, primarily included (i) proceeds related to the sale of several equity investments to third parties, (ii) proceeds related to the sale of our 33.75% interest in the Marcellus Interest systems to a third party, (iii) distributions received from equity investments in excess of cumulative earnings, (iv) capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, DBM oil system, Powder River Basin complex, DBM water systems, DJ Basin complex, and Chipeta complex, and (v) increases to materials and supplies inventory and other.

Financing activities .

Net cash used in financing activities for the six months ended June 30, 2025, primarily included (i) repayment of the total principal amount outstanding of the 3.950% Senior Notes due 2025 and 3.100% Senior Notes due 2025 at par value, (ii) distributions paid to WES unitholders and noncontrolling interest owners, and (iii) a decrease in outstanding checks.

Net cash used in financing activities for the six months ended June 30, 2024, primarily included (i) net repayments under the commercial paper program, (ii) distributions paid to WES unitholders and noncontrolling interest owners, and (iii) retiring portions of certain of WES Operating’s senior notes via open-market repurchases.

Net cash used in financing activities for the nine months ended September 30, 2025, primarily included (i) distributions paid to WES unitholders and noncontrolling interest owners and (ii) repayment of the total principal amount outstanding of the 3.950% Senior Notes due 2025 and 3.100% Senior Notes due 2025 at par value.

Net cash used in financing activities for the nine months ended September 30, 2024, primarily included (i) distributions paid to WES unitholders and noncontrolling interest owners, (ii) net repayments under the commercial paper program, (iii) retiring portions of certain of WES Operating’s senior notes via open-market repurchases, and (iv) proceeds from the 5.450% Senior Notes due 2034 issued in August 2024.

Debt and credit facilities.

As of June 30, 2025, the carrying value of outstanding debt was $6.9 billion.

In addition, we have no borrowings due within the next year and, as of June 30, 2025, we have $2.0 billion in effective borrowing capacity under WES Operating’s $2.0 billion RCF.

As of September 30, 2025, (i) the carrying value of outstanding debt was $6.9 billion, (ii) we have $440.5 million of borrowings under the 4.650% Senior Notes due 2026 that are classified as long-term debt on the consolidated balance sheet as WES Operating has the ability and intent to refinance these obligations using long-term debt, and (iii) we have $2.0 billion in effective borrowing capacity under WES Operating’s $2.0 billion RCF.

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.

During the six months ended June 30, 2025, WES Operating (i) retired the 3.950% Senior Notes due 2025 on the maturity date of June 1, 2025, for 336.8 million and (ii) retired the 3.100% Senior Notes due 2025 on the maturity date of February 3, 2025, for $663.8 million.

During the nine months ended September 30, 2025, WES Operating (i) retired the 3.950% Senior Notes due 2025 on the maturity date of June 1, 2025, for $336.8 million and (ii) retired the 3.100% Senior Notes due 2025 on the maturity date of February 3, 2025, for $663.8 million.

WES Operating repaid the 3.950% Senior Notes due 2025 and 3.100% Senior Notes due 2025 with cash on hand, including proceeds received from the 2024 public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034.

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The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:

Three Months Ended Six Months Ended

thousands June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

thousands September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

Net income (loss) attributable to WES $ 339,615 $ 341,680 $ 990,302 $ 1,239,958

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The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows:

Six Months Ended

Nine Months Ended

September 30,

thousands 2025 2024

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis