Western Midstream Partners, LP - Quarter Report: 2025 June (Form 10-Q)

Meritage Midstream Services II, LLC, which was acquired by the Partnership on October 13, 2023.

The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature.

Occidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner.

Byproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs.

Red Bluff Express Pipeline, LLC, in which we own a 30% interest.

The Springfield gas-gathering system and Springfield oil-gathering system.

thousands except number of unitsJune 30,
2025December 31,
2024ASSETSCurrent assetsCash and cash equivalents$ $ Accounts receivable, net Other current assets Total current assets Property, plant, and equipmentCost Less accumulated depreciation Net property, plant, and equipment Goodwill Other intangible assets Equity investments

Other assets

Total assets (1)

$ $ LIABILITIES, EQUITY, AND PARTNERS’ CAPITALCurrent liabilitiesAccounts and imbalance payables$ $

Short-term debt

Accrued ad valorem taxes Accrued liabilities Total current liabilities Long-term liabilities

Long-term debt

Deferred income taxes Asset retirement obligations Other liabilities

Total long-term liabilities

Total liabilities (2)

Equity and partners’ capital

Common units ( and units issued and outstanding at June 30, 2025, and December 31, 2024, respectively)

General partner units ( units issued and outstanding at June 30, 2025, and December 31, 2024)

Total partners’ capital Noncontrolling interests Total equity and partners’ capital Total liabilities, equity, and partners’ capital$ $

________________________________________________________________________________________

(1) million and $ million as of June 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts receivable, net of $ million and $ million as of June 30, 2025, and December 31, 2024, respectively. See Note 6.

(2) million and $ million as of June 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $ million and $ million as of June 30, 2025, and December 31, 2024, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

(UNAUDITED)

Partners’ Capital

thousands

Common
Units

General Partner
Units

Noncontrolling
Interests

Total

Balance at December 31, 2024

Net income (loss)

Distributions to noncontrolling interest owner of WES Operating

—

()

Distributions to Partnership unitholders

()

—

()

Equity-based compensation expense

—

Other

()

—

()

Balance at March 31, 2025

Net income (loss)

Distributions to noncontrolling interest owner of WES Operating

—

()

Distributions to Partnership unitholders

()

—

()

Equity-based compensation expense

—

Other

()

—

Balance at June 30, 2025

Partners’ Capital

thousands

Common
Units

General Partner
Units

Noncontrolling
Interests

Total

Balance at December 31, 2023

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to noncontrolling interest owner of WES Operating

—

()

Distributions to Partnership unitholders

()

—

()

Equity-based compensation expense

—

Other

()

—

()

Balance at March 31, 2024

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to noncontrolling interest owner of WES Operating

—

()

Distributions to Partnership unitholders

()

—

()

Equity-based compensation expense

—

Other

()

—

()

Balance at June 30, 2024

________________________________________________________________________________________

(1) million and $ billion for the three and six months ended June 30, 2025, respectively, and $ million and $ billion for the three and six months ended June 30, 2024, respectively. See Note 6.

(2)) million and $() million for the three and six months ended June 30, 2025, respectively, and $ million and $() million for the three and six months ended June 30, 2024, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

thousands except number of units

June 30,
2025

December 31,
2024

ASSETS

Current assets

Cash and cash equivalents

Accounts receivable, net

Other current assets

Total current assets

Property, plant, and equipment

Cost

Less accumulated depreciation

Net property, plant, and equipment

Goodwill

Other intangible assets

Equity investments

Other assets

Total assets (1)

LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL

Current liabilities

Accounts and imbalance payables

Short-term debt

Accrued ad valorem taxes

Accrued liabilities

Total current liabilities

Long-term liabilities

Long-term debt

Deferred income taxes

Asset retirement obligations

Other liabilities

Total long-term liabilities

Total liabilities (2)

Equity and partners’ capital

Common units ( units issued and outstanding at June 30, 2025, and December 31, 2024)

Total partners’ capital

Noncontrolling interest

Total equity and partners’ capital

Total liabilities, equity, and partners’ capital

_________________________________________________________________________________________

(1) billion and $ million as of June 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts receivable, net of $ million and $ million as of June 30, 2025, and December 31, 2024, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

(UNAUDITED)

thousands

Common
Units

Noncontrolling

Interest

Total

Balance at December 31, 2024

Net income (loss)

Distributions to WES Operating unitholders

()

—

()

Contributions of equity-based compensation from WES

—

Balance at March 31, 2025

Net income (loss)

Distributions to WES Operating unitholders

()

—

()

Contributions of equity-based compensation from WES

—

Other

—

Balance at June 30, 2025

thousands

Common
Units

Noncontrolling
Interest

Total

Balance at December 31, 2023

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to WES Operating unitholders

()

—

()

Contributions of equity-based compensation from WES

—

Balance at March 31, 2024

Net income (loss)

Distributions to Chipeta noncontrolling interest owner

—

()

Distributions to WES Operating unitholders

()

—

()

Contributions of equity-based compensation from WES

—

Balance at June 30, 2024

_________________________________________________________________________________________

(1)Includes the DBM water systems.

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

% third-party interest in Chipeta and (ii) the % limited partner interest in WES Operating owned by an Occidental subsidiary. WES Operating’s noncontrolling interest in the consolidated financial statements consists of the % third-party interest in Chipeta.

Inventory. As of June 30, 2025, and December 31, 2024, Other current assets includes (i) $ million and $ million, respectively, of NGLs inventory and (ii) $ million and $ million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets. As of June 30, 2025, and December 31, 2024, Other assets includes (i) $ million and $ million, respectively, of NGLs line-fill inventory, and (ii) $ million and $ million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

common units and common units, respectively, under its long-term incentive plans. Compensation expense was $ million and $ million for the three and six months ended June 30, 2025, respectively, and $ million and $ million for the three and six months ended June 30, 2024, respectively.

$ $ $ Service revenues – product based Product sales Total revenue from customers Revenue from other than customersOther Total revenues and other$ $ $ $

Contract balances. Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets, were $ million and $ million as of June 30, 2025, and December 31, 2024, 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.

Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period (1)

()

Additional estimated revenues recognized (2)

Contract assets balance at June 30, 2025

Contract assets at June 30, 2025

Other current assets$ Other assets Total contract assets from contracts with customers$

_________________________________________________________________________________________

(1)Includes $() million for the three months ended June 30, 2025.

(2)Includes $ million for the three months ended June 30, 2025.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Cash received or receivable, excluding revenues recognized during the period (1)

Revenues recognized that were included in the contract liability balance at the beginning of the period (2)

()

Contract liabilities balance at June 30, 2025

Contract liabilities at June 30, 2025

Accrued liabilities$ Other liabilities Total contract liabilities from contracts with customers$

_________________________________________________________________________________________

(1)Includes $ million for the three months ended June 30, 2025.

(2)Includes $() million for the three months ended June 30, 2025.

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, 2025, 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.

2026 2027 2028 2029 Thereafter Total$

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

% interest in the Marcellus Interest systems for proceeds of $ million, resulting in a net gain on sale of $ million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.

% interest in Enterprise EF78 LLC, (ii) the % interest in Whitethorn Pipeline Company LLC, (iii) the % interest in Panola Pipeline Company, LLC, and (iv) the % interest in Saddlehorn Pipeline Company, LLC. The combined proceeds received in the first quarter of 2024 of $ million includes $ million in pro-rata distributions through closing, resulting in a net gain on sale of $ million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.

days following each quarter’s end. $ May 15, 2024May 1, 2024June 30 August 14, 2024August 1, 2024September 30 November 14, 2024November 1, 2024December 31 February 14, 2025February 3, 20252025March 31$ $ May 15, 2025May 2, 2025June 30 August 14, 2025August 1, 2025

WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGRAH, a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating.

May 2024June 30 August 2024September 30 November 2024December 31 February 20252025March 31$ May 2025June 30 August 2025

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

common units, representing a % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held general partner units, representing a % general partner interest in the Partnership. The public held common units, representing a % limited partner interest in the Partnership.

Partnership equity repurchases. In February 2025, the Board authorized the Partnership to buy back up to $ 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, 2025, the Partnership repurchased common units. As of June 30, 2025, the Partnership had an authorized amount of $ million remaining under the program.

$ $ $ Weighted-average common units outstandingBasic Dilutive effect of non-vested phantom units Diluted Excluded due to anti-dilutive effect Net income (loss) per common unitBasic$ $ $ $ Diluted$ $ $ $

WES Operating’s net income (loss) per common unit. Net income (loss) per common unit for WES Operating is not calculated because it has no publicly traded units.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

$ $ $ Service revenues – product based Product sales Total revenues and other

Equity income, net – related parties (1)

Operating expenses

Cost of product (2)

()()()()Operation and maintenance General and administrative Total operating expenses() ()()

_________________________________________________________________________________________

(1)See Note 7.

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

Balance sheets

thousands

June 30,
2025

December 31,
2024

Assets

Accounts receivable, net

Other current assets

Equity investments (1)

Other assets

Total assets

Liabilities

Accounts and imbalance payables

Accrued liabilities

Other liabilities (2)

Total liabilities

_________________________________________________________________________________________

(1)See Note 7.

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

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

$ Distributions from equity investments in excess of cumulative earnings – related parties

Distributions to Partnership unitholders (1)

()()

Distributions to WES Operating unitholders (2)

()()

_________________________________________________________________________________________

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

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

$ $ $

_________________________________________________________________________________________

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

Balance sheets

thousands

June 30,
2025

December 31,
2024

Accounts receivable, net (1)

Other current assets

Other assets

Accounts and imbalance payables (1)

_________________________________________________________________________________________

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


Statements of cash flows


	2024
()		$	()

)))))))

_________________________________________________________________________________________

(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.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

$ $ $ Other receivables, net Total accounts receivable, net$ $ $ $

$ $ $

Materials and supplies

Imbalance receivables Prepaid insurance Contract assets Other Total other current assets$ $ $ $

$ $ $

Short-term asset retirement obligations

Short-term remediation and reclamation obligations

Income taxes payable Contract liabilities Accrued payroll and benefits

Short-term lease liabilities

Other Total accrued liabilities$ $ $ $

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

$ $ $ $ $ Finance lease liabilities

Total short-term debt

$ $ $ $ $ $

Long-term debt

Senior Notes (2)

$ $ $ $ $ $ Finance lease liabilities

Total long-term debt

$ $ $ $ $ $

_________________________________________________________________________________________

(1)Fair value is measured using the market approach and Level-2 fair value inputs.

(2)As of June 30, 2025, maturity dates range from 2026 to 2050.

Debt activity. The following table presents the debt activity for the six months ended June 30, 2025:


thousands						Carrying Value
Balance at December 31, 2024						$
Repayment of % Senior Notes due 2025						()
Repayment of % Senior Notes due 2025						()
Finance lease liabilities						()
Other
Balance at June 30, 2025						$

WES Operating Senior Notes. In January 2020, WES Operating issued the % Senior Notes due 2030 and % Senior Notes due 2050. 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 % and %, respectively, at June 30, 2025 and 2024. 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 2025, WES Operating retired the total principal amount outstanding of the % Senior Notes due 2025 at par value. During the first quarter of 2025, WES Operating retired the total principal amount outstanding of the % Senior Notes due 2025 at par value. See Debt activity above.

During the third quarter of 2024, WES Operating completed the public offering of $ million in aggregate principal amount of % Senior Notes due 2034. Net proceeds from the offering were used to repay a portion of the % and % Senior Notes due 2025, and for general partnership purposes, including the funding of capital expenditures. In addition, during 2024, WES Operating purchased and retired $ million of certain of its senior notes via open-market repurchases with cash from operations.

As of June 30, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

million out of $ billion of total commitments, which are expandable to a maximum of $ billion, from all lenders.

As of June 30, 2025, there were outstanding borrowings, resulting in $ billion in effective borrowing capacity under the RCF. Any outstanding commercial paper borrowings (see below) reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program. As of June 30, 2025 and 2024, the interest rate on any outstanding RCF borrowings was % and %, respectively. The facility-fee rate was % at June 30, 2025 and 2024. As of June 30, 2025, 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 $ billion. WES Operating intends to maintain a minimum aggregate available borrowing capacity under the RCF equal to the aggregate amount of outstanding commercial paper borrowings. The maturities of the notes may vary but may not exceed days. As of June 30, 2025, there were outstanding borrowings under the commercial paper program.

million and $ million, respectively, of liabilities for remediation and reclamation obligations. The current portion of these amounts is included in Accrued liabilities, and the long-term portion of these amounts is included in Other liabilities. The majority of payments related to these obligations are expected to be made over the next year. See Note 8.

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, and DJ Basin complex.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

$ $ $

Other revenues

Total revenues and other

Equity income, net – related parties

Less significant expenses: (2)

Operation and maintenance

Cash general and administrative costs (3)

Less other segment items:

Depreciation and amortization Interest expense

Other (income) expense, net (4)

()()()()

Income tax expense (benefit)

Other (5)

()Net income (loss)$ $ $ $ _________________________________________________________________________________________

(1)Includes the DBM water systems.

Significant financial and operational events during the six months ended June 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.

•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.

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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/ (Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin	2,104	1,975	7	%	2,040	1,810	13	%
DJ Basin	1,447	1,404	3	%	1,426	1,412	1	%
Powder River Basin	479	463	3	%	471	416	13	%
Equity investments	575	550	5	%	562	509	10	%
Other	828	899	(8)	%	863	1,013	(15)	%
Total throughput for natural-gas assets	5,433	5,291	3	%	5,362	5,160	4	%
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin	269	256	5	%	263	233	13	%
DJ Basin	96	94	2	%	95	89	7	%
Powder River Basin	28	25	12	%	27	24	13	%
Equity investments	112	103	9	%	107	166	(36)	%
Other	38	36	6	%	36	39	(8)	%
Total throughput for crude-oil and NGLs assets	543	514	6	%	528	551	(4)	%
Throughput for produced-water assets (MBbls/d)
Delaware Basin	1,242	1,190	4	%	1,216	1,126	8	%



Total throughput for produced-water assets	1,242	1,190	4	%	1,216	1,126	8	%

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OUTLOOK

We expect our business to be affected by the below-described key trends and uncertainties. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove incorrect, our actual results may vary materially from expected results.

Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted negatively by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can reduce the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. The New York Mercantile Exchange West Texas Intermediate crude-oil daily settlement prices during 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 extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.

Additionally, even in favorable commodity-price environments, our customers face operational challenges such as severe weather disruptions, oil and gas takeaway constraints, produced water recycling and disposal limitations, seismicity concerns, new regulatory requirements, and optimizing large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can significantly impact the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.

Impact of inflation and tariffs. High inflation in the U.S. has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, raising operating costs and capital expenditures. Additionally, the Trump administration has imposed significant import tariffs, including on imports of steel and aluminum, and may impose further tariffs on other U.S. trading partners. These tariffs could substantially increase our operating and capital costs. While future inflation and tariff impacts are uncertain, higher operating and capital costs could materially and negatively affect financial results. To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees.

Impact of interest rates. Interest rates can be volatile, affecting our interest expense on RCF and commercial paper borrowings. Future increased interest rates would likely result in additional increases in financing costs. As with other yield-oriented securities, our unit price could be impacted by our implied distribution yield relative to market interest rates. Therefore, changes in interest rates may affect investor yield requirements. A rising interest-rate environment could have an adverse impact on our unit price and ability to issue equity to make acquisitions, to reduce debt, or for other purposes. However, we expect our cost of capital to remain competitive, as our peers face similar interest-rate dynamics.

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ACQUISITIONS AND DIVESTITURES

During the second quarter of 2024, we closed on the sale of our 33.75% interest in the Marcellus Interest systems. During the first quarter of 2024, we closed on the sale of the following equity investments to third parties: (i) the 25.00% interest in Mont Belvieu JV, (ii) the 20.00% interest in Whitethorn LLC, (iii) the 15.00% interest in Panola, and (iv) the 20.00% interest in Saddlehorn. See Note 3—Acquisitions and Divestitures under Part I, Item 1 of this Form 10-Q.

RESULTS OF OPERATIONS

OPERATING RESULTS

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


	Three Months Ended				Six Months Ended

thousands	June 30, 2025		March 31, 2025		June 30, 2025		June 30, 2024
Total revenues and other (1)	$	942,322	$	917,116	$	1,859,438	$	1,793,358
Equity income, net – related parties	27,128		20,435		47,563		60,250
Total operating expenses (1)	524,060		523,081		1,047,141		1,003,444
Gain (loss) on divestiture and other, net	(911)		(4,667)		(5,578)		298,959
Operating income (loss)	444,479		409,803		854,282		1,149,123
Interest expense	(95,170)		(97,293)		(192,463)		(185,028)
Gain (loss) on early extinguishment of debt	—		—		—		5,403
Other income (expense), net	3,692		7,477		11,169		6,559
Income (loss) before income taxes	353,001		319,987		672,988		976,057
Income tax expense (benefit)	2,239		3,435		5,674		2,277
Net income (loss)	350,762		316,552		667,314		973,780
Net income (loss) attributable to noncontrolling interests	9,082		7,545		16,627		22,302
Net income (loss) attributable to Western Midstream Partners, LP (2)	$	341,680	$	309,007	$	650,687	$	951,478

_________________________________________________________________________________________

(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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

For purposes of the following discussion, any increases or decreases “for the three months ended 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.

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Throughput


	Three Months Ended				Six Months Ended

	June 30, 2025	March 31, 2025	Inc/ (Dec)		June 30, 2025	June 30, 2024	Inc/ (Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation	354	371	(5)	%	362	522	(31)	%
Processing	4,504	4,370	3	%	4,438	4,129	7	%
Equity investments (1)	575	550	5	%	562	509	10	%
Total throughput	5,433	5,291	3	%	5,362	5,160	4	%
Throughput attributable to noncontrolling interests (2)	182	181	1	%	181	171	6	%
Total throughput attributable to WES for natural-gas assets	5,251	5,110	3	%	5,181	4,989	4	%
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation	431	411	5	%	421	385	9	%
Equity investments (1)	112	103	9	%	107	166	(36)	%
Total throughput	543	514	6	%	528	551	(4)	%
Throughput attributable to noncontrolling interests (2)	11	11	—	%	10	11	(9)	%
Total throughput attributable to WES for crude-oil and NGLs assets	532	503	6	%	518	540	(4)	%
Throughput for produced-water assets (MBbls/d)
Gathering and disposal	1,242	1,190	4	%	1,216	1,126	8	%
Throughput attributable to noncontrolling interests (2)	25	24	4	%	24	23	4	%
Total throughput attributable to WES for produced-water assets	1,217	1,166	4	%	1,192	1,103	8	%

_________________________________________________________________________________________

(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.

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

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.

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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. 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.

Revenues


	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/ (Dec)
Service revenues – fee based	$	851,419	$	823,197	3	%	$	1,674,616	$	1,575,047	6	%

Other revenues from customers
Service revenues – product based	$	50,442	$	59,252	(15)	%	$	109,694	$	128,206	(14)	%
Product sales	40,280		34,469		17	%	74,749		89,403		(16)	%
Total other revenues from customers	$	90,722	$	93,721	(3)	%	$	184,443	$	217,609	(15)	%


Per-unit gross average sales price:
Natural gas (per Mcf)	$	1.06	$	2.06	(49)	%	$	1.56	$	0.51	NM
NGLs (per Bbl)	24.85		30.63		(19)	%	27.74		29.39		(6)	%

_________________________________________________________________________________________

NM—Not meaningful

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. 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) $7.5 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.

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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/ (Dec)
Equity income, net – related parties	$	27,128	$	20,435	33	%	$	47,563	$	60,250	(21)	%

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. 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/ (Dec)
Natural-gas purchases	$	5,180	$	14,017	(63)	%	$	19,197	$	9,313	106	%
NGLs purchases	63,301		60,418		5	%	123,719		137,999		(10)	%
Other	(25,800)		(32,943)		22	%	(58,743)		(47,223)		(24)	%
Cost of product	42,681		41,492		3	%	84,173		100,089		(16)	%
Operation and maintenance	224,629		226,514		(1)	%	451,143		418,258		8	%
Total Cost of product and Operation and maintenance expenses	$	267,310	$	268,006	—	%	$	535,316	$	518,347	3	%

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.

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

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.

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.

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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/ (Dec)
General and administrative	$	66,146	$	66,786	(1)	%	$	132,932	$	130,772	2	%
Property and other taxes	17,805		17,826		—	%	35,631		31,349		14	%
Depreciation and amortization	172,113		170,460		1	%	342,573		321,423		7	%
Long-lived asset and other impairments	686		3		NM		689		1,553		(56)	%

Total other operating expenses	$	256,750	$	255,075	1	%	$	511,825	$	485,097	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.

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/ (Dec)
Long-term and short-term debt	$	(93,348)	$	(96,060)	(3)	%	$	(189,408)	$	(184,806)	2	%
Finance lease liabilities	(557)		(583)		(4)	%	(1,140)		(1,332)		(14)	%
Commitment fees and amortization of debt-related costs	(3,045)		(3,201)		(5)	%	(6,246)		(6,685)		(7)	%
Capitalized interest	1,780		2,551		(30)	%	4,331		7,795		(44)	%

Interest expense	$	(95,170)	$	(97,293)	(2)	%	$	(192,463)	$	(185,028)	4	%

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

Income Tax Expense (Benefit)

We are not a taxable entity for U.S. federal income tax purposes; therefore, our federal statutory rate is zero percent. However, income apportionable to Texas is subject to Texas margin tax.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted Gross Margin. We define Adjusted Gross Margin attributable to Western Midstream Partners, LP (“Adjusted Gross Margin”) as total revenues and other (less reimbursements for electricity-related expenses recorded as revenue), less cost of product, plus distributions from equity investments, and excluding the noncontrolling interest owners’ proportionate share of revenues and cost of product. We believe Adjusted Gross Margin is an important performance measure of our operations’ profitability and performance as compared to other companies in the midstream industry. Cost of product expenses include (i) costs associated with the purchase of natural gas and NGLs pursuant to our percent-of-proceeds, percent-of-product, and keep-whole contracts, (ii) costs associated with the valuation of gas and NGLs imbalances, (iii) costs associated with our obligations under certain contracts to redeliver a volume of natural gas to shippers, which is thermally equivalent to condensate retained by us and sold to third parties, and (iv) costs associated with our offload commitments with third parties providing firm-processing capacity. The electricity-related expenses included in our Adjusted Gross Margin definition relate to pass-through expenses that are recorded as Operation and maintenance expense with an offset recorded as revenue for the reimbursement by certain customers.

Adjusted EBITDA. We define Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) income tax benefit, (v) other income, and (vi) the noncontrolling interest owners’ proportionate share of revenues and expenses. We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks, and rating agencies, use, among other measures, to assess the following:

•our operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis;

•the ability of our assets to generate cash flow to make distributions; and

•the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

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

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Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted Gross Margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Free Cash Flow is net cash provided by operating activities. Our non-GAAP financial measures (i) should not be considered as alternatives to the comparable GAAP measures or any other measure of financial performance presented in accordance with GAAP, (ii) have important limitations as analytical tools because they exclude some, but not all, items that affect the comparable GAAP measures, (iii) should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, and (iv) may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.

Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.

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



	Three Months Ended				Six Months Ended

thousands	June 30, 2025		March 31, 2025		June 30, 2025		June 30, 2024
Reconciliation of Gross margin to Adjusted Gross Margin
Total revenues and other	$	942,322	$	917,116	$	1,859,438	$	1,793,358
Less:
Cost of product	42,681		41,492		84,173		100,089
Depreciation and amortization	172,113		170,460		342,573		321,423
Gross margin	727,528		705,164		1,432,692		1,371,846
Add:
Distributions from equity investments	31,122		34,344		65,466		81,307
Depreciation and amortization	172,113		170,460		342,573		321,423
Less:
Reimbursed electricity-related charges recorded as revenues	30,256		29,004		59,260		53,693
Adjusted Gross Margin attributable to noncontrolling interests (1)	21,439		20,181		41,620		39,981
Adjusted Gross Margin	$	879,068	$	860,783	$	1,739,851	$	1,680,902

_________________________________________________________________________________________

(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.

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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
Gross margin
Gross margin for natural-gas assets (1)	$	539,462	$	527,144	$	1,066,606	$	1,027,837
Gross margin for crude-oil and NGLs assets (1)	106,839		101,275		208,114		190,364
Gross margin for produced-water assets (1)	89,341		84,576		173,917		167,387
Per-Mcf Gross margin for natural-gas assets (2)	1.09		1.11		1.10		1.09
Per-Bbl Gross margin for crude-oil and NGLs assets (2)	2.16		2.19		2.18		1.90
Per-Bbl Gross margin for produced-water assets (2)	0.79		0.79		0.79		0.82
Adjusted Gross Margin
Adjusted Gross Margin for natural-gas assets	$	629,093	$	618,452	$	1,247,545	$	1,198,606
Adjusted Gross Margin for crude-oil and NGLs assets	146,128		143,475		289,603		289,163
Adjusted Gross Margin for produced-water assets	103,847		98,856		202,703		193,133
Per-Mcf Adjusted Gross Margin for natural-gas assets (3)	1.32		1.34		1.33		1.32
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (3)	3.02		3.17		3.09		2.94
Per-Bbl Adjusted Gross Margin for produced-water assets (3)	0.94		0.94		0.94		0.96

_________________________________________________________________________________________

(1)Excludes corporate-level depreciation and amortization.

(2)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

(3)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

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	Three Months Ended				Six Months Ended

thousands	June 30, 2025		March 31, 2025		June 30, 2025		June 30, 2024
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)	$	350,762	$	316,552	$	667,314	$	973,780
Add:
Distributions from equity investments	31,122		34,344		65,466		81,307
Non-cash equity-based compensation expense	10,713		8,248		18,961		19,814
Interest expense	95,170		97,293		192,463		185,028
Income tax expense	2,239		3,435		5,674		2,277
Depreciation and amortization	172,113		170,460		342,573		321,423
Long-lived asset and other impairments	686		3		689		1,553
Other expense	43		190		233		149
Less:
Gain (loss) on divestiture and other, net	(911)		(4,667)		(5,578)		298,959
Gain (loss) on early extinguishment of debt	—		—		—		5,403
Equity income, net – related parties	27,128		20,435		47,563		60,250

Other income	3,692		7,477		11,169		6,559

Adjusted EBITDA attributable to noncontrolling interests (1)	15,063		13,708		28,771		27,691
Adjusted EBITDA	$	617,876	$	593,572	$	1,211,448	$	1,186,469
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities	$	563,977	$	530,793	$	1,094,770	$	1,031,126
Interest (income) expense, net	95,170		97,293		192,463		185,028
Accretion and amortization of long-term obligations, net	(2,032)		(2,202)		(4,234)		(4,663)
Current income tax expense (benefit)	1,940		1,722		3,662		2,018
Other (income) expense, net	(3,692)		(7,477)		(11,169)		(6,559)

Distributions from equity investments in excess of cumulative earnings – related parties	3,040		11,007		14,047		24,303
Changes in assets and liabilities:
Accounts receivable, net	31,425		(28,634)		2,791		25,278
Accounts and imbalance payables and accrued liabilities, net	(31,039)		46,684		15,645		87,045
Other items, net	(25,850)		(41,906)		(67,756)		(129,416)
Adjusted EBITDA attributable to noncontrolling interests (1)	(15,063)		(13,708)		(28,771)		(27,691)
Adjusted EBITDA	$	617,876	$	593,572	$	1,211,448	$	1,186,469
Cash flow information
Net cash provided by operating activities	$	563,977	$	530,793	$	1,094,770	$	1,031,126
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)

_________________________________________________________________________________________

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	Three Months Ended				Six Months Ended

thousands	June 30, 2025		March 31, 2025		June 30, 2025		June 30, 2024
Reconciliation of Net cash provided by operating activities to Free Cash Flow
Net cash provided by operating activities	$	563,977	$	530,793	$	1,094,770	$	1,031,126
Less:
Capital expenditures	178,623		142,402		321,025		405,653

Add:
Distributions from equity investments in excess of cumulative earnings – related parties	3,040		11,007		14,047		24,303
Free Cash Flow	$	388,394	$	399,398	$	787,792	$	649,776
Cash flow information
Net cash provided by operating activities	$	563,977	$	530,793	$	1,094,770	$	1,031,126
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)

Gross margin. Refer to Operating Results within this Item 2 for a discussion of the components of Gross margin as compared to the prior periods, including Revenues, Cost of Product (Natural-gas purchases, 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.

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. These amounts were offset partially by a $66.1 million increase in total revenues and other.

Net cash provided by operating activities. Refer to Historical cash flow within this Item 2 for a discussion of the primary components of Net cash provided by operating activities as compared to the prior periods.

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KEY PERFORMANCE METRICS


	Three Months Ended						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/ (Dec)



Adjusted Gross Margin	$	879,068	$	860,783	2	%	$	1,739,851	$	1,680,902	4	%
Per-Mcf Adjusted Gross Margin for natural-gas assets (1)	1.32		1.34		(1)	%	1.33		1.32		1	%
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (1)	3.02		3.17		(5)	%	3.09		2.94		5	%
Per-Bbl Adjusted Gross Margin for produced-water assets (1)	0.94		0.94		—	%	0.94		0.96		(2)	%
Adjusted EBITDA	617,876		593,572		4	%	1,211,448		1,186,469		2	%
Free Cash Flow	388,394		399,398		(3)	%	787,792		649,776		21	%

_________________________________________________________________________________________

(1)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

Adjusted Gross Margin. Adjusted Gross Margin increased by $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. 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.

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.

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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.

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

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include equity and debt service, operating expenses, acquisitions, and capital expenditures. Our sources of liquidity, as of 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. We believe that cash flows generated from these sources will be sufficient to satisfy our short-term working-capital requirements and long-term capital-expenditure and debt-service requirements.

The amount of future distributions to unitholders will be determined by the Board on a quarterly basis. We distribute all our available cash, as defined in our partnership agreement, within 55 days following each quarter’s end. The Board declared a cash distribution to unitholders for the 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.

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”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to acquire any common units and the program may be suspended or discontinued at our discretion without prior notice.

Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open-market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors, and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part II, Item 1A of this Form 10-Q.

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Working capital. Working capital is an indication of liquidity and potential needs for short-term funding. Working capital requirements are driven by changes in accounts receivable and accounts payable and other factors such as credit extended to, and the timing of collections from, our customers, and the level and timing of our spending for acquisitions, maintenance, and other capital activities. As of 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. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program. See Note 8—Selected Components of Working Capital and Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Capital expenditures. Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Acquisitions and capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:


	Six Months Ended June 30,
thousands	2025		2024
Acquisitions	$	—	$	443
Capital expenditures (1)	321,025		405,653
Capital incurred (1)	342,094		422,185

_________________________________________________________________________________________

(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.

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Historical cash flow. The following table and discussion present a summary of our net cash flows provided by (used in) operating, investing, and financing activities:


	Six Months Ended June 30,
thousands	2025		2024
Net cash provided by (used in):
Operating activities	$	1,094,770	$	1,031,126
Investing activities	(314,764)		381,854
Financing activities	(1,740,738)		(1,341,648)
Net increase (decrease) in cash and cash equivalents	$	(960,732)	$	71,332

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. 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.

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.

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. 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. 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.

For additional information on our senior notes, RCF, and commercial paper program, see Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Credit risk. We bear credit risk through exposure to non-payment or non-performance by our counterparties (e.g., Occidental and other customers, financial institutions, and other parties), including risks from a customer’s inability to satisfy payables to us for services rendered, minimum-volume-commitment deficiency payments owed, or volumes owed pursuant to gas- or NGLs-imbalance agreements. We examine and monitor the creditworthiness of customers and may establish credit limits for customers. We are subject to the risk of non-payment or late payment by producers for gathering, processing, transportation, and disposal fees. Additionally, we continue to evaluate counterparty credit risk and, in certain circumstances, are exercising our contractual rights to request adequate assurance of performance.

We expect our exposure to the concentrated risk of non-payment or non-performance to continue for as long as our commercial relationships with Occidental generate a significant portion of our revenues. While Occidental is our contracting counterparty, gathering and processing arrangements with affiliates of Occidental on most of our systems include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Our ability to make cash distributions to our unitholders may be adversely impacted if Occidental becomes unable to perform under the terms of gathering, processing, transportation, and disposal agreements.

ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING

Our consolidated financial statements include the consolidated financial results of WES Operating. Our results of operations do not differ materially from the results of operations and cash flows of WES Operating, which are reconciled below.

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


	Three Months Ended				Six Months Ended

thousands	June 30, 2025		March 31, 2025		June 30, 2025		June 30, 2024
Net income (loss) attributable to WES	$	341,680	$	309,007	$	650,687	$	951,478
Limited partner interest in WES Operating not held by WES (1)	6,980		6,303		13,283		19,447
General and administrative expenses (2)	301		(188)		113		1,292
Other income (expense), net	(49)		(46)		(95)		(127)


Net income (loss) attributable to WES Operating	$	348,912	$	315,076	$	663,988	$	972,090

_________________________________________________________________________________________

(1)Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES. A subsidiary of Occidental held a 2.0% limited partner interest in WES Operating for all periods presented.

(2)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.

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


	Six Months Ended June 30,
thousands	2025		2024
WES net cash provided by operating activities	$	1,094,770	$	1,031,126
General and administrative expenses (1)	113		1,292
Non-cash equity-based compensation expense	(254)		(289)
Changes in working capital	(19,693)		(22,497)
Other income (expense), net	(95)		(127)


WES Operating net cash provided by operating activities	$	1,074,841	$	1,009,505

WES net cash provided by (used in) financing activities	$	(1,740,738)	$	(1,341,648)
Distributions to WES unitholders (2)	696,249		564,296
Distributions to WES from WES Operating (3)	(696,429)		(565,575)
Increase (decrease) in outstanding checks	—		36

Other	20,042		21,195
WES Operating net cash provided by (used in) financing activities	$	(1,720,876)	$	(1,321,696)

_________________________________________________________________________________________

(1)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.

(2)Represents distributions to WES common unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

(3)Difference attributable to elimination in consolidation of WES Operating’s distributions on partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Noncontrolling interest. WES Operating’s noncontrolling interest consists of the 25% third-party interest in Chipeta.

WES Operating distributions. WES Operating distributes all of its available cash on a quarterly basis to WES Operating unitholders in proportion to their share of limited partner interests in WES Operating. See Note 4—Partnership Distributions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recognized during the periods reported. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

RECENT ACCOUNTING DEVELOPMENTS

See Note 1—Description of Business and Basis of Presentation in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity-price risk. There have been no significant changes to our commodity-price risk discussion from the disclosure set forth under Part II, Item 7A in our Form 10-K for the year ended December 31, 2024, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q.

For the six months ended June 30, 2025, 97% of our wellhead natural-gas volume (excluding equity investments) and 100% of our crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances.

Interest-rate risk. The Federal Open Market Committee lowered its target range for the federal funds rate three times in 2024, and the target range has remained static during the six months ended June 30, 2025. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of June 30, 2025, WES Operating had (i) no outstanding borrowings under the RCF that bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate at WES Operating’s option and (ii) no outstanding commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at June 30, 2025, it would impact the fair value of the senior notes.

Additional short-term or variable-rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 9A, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control Over Financial Reporting. There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We have elected to use a $1.0 million threshold for disclosing certain proceedings arising under federal, state, or local environmental laws when a government authority is a party and potential monetary sanctions are involved. We believe proceedings under this threshold are not material to our business and financial proceedings.

We are not a party to any legal, regulatory, or administrative proceedings other than proceedings arising in the ordinary course of business. Management believes that there are no such proceedings for which a final disposition could have a material adverse effect on results of operations, cash flows, or financial condition, or for which disclosure is otherwise required by Item 103 of Regulation S-K.

Item 1A. Risk Factors

Security holders and potential investors in our securities should carefully consider the risk factors set forth under Part I, Item 1A in our Form 10-K for the year ended December 31, 2024, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to repurchases made by WES of its common units in the open market or in privately negotiated transactions under the 2025 Purchase Program during the second quarter of 2025:


Period	Total number of units purchased	Average price paid per unit		Total number of units purchased as part of publicly announced plans or programs (1)	Approximate dollar value of units that may yet be purchased under the plans or programs (1)
April 1-30, 2025	—	$	—	—	$	250,000,000
May 1-31, 2025	—	—		—	250,000,000
June 1-30, 2025	—	—		—	250,000,000
Total	—	—		—

______________________________________________________________________________________

(1)In 2025, the Board authorized WES to buy back up to $250.0 million of our common units through December 31, 2026. See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional details.

Item 5. Other Information

Insider Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended June 30, 2025, of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits

Exhibits designated by an asterisk (*) are filed herewith and those designated with asterisks (**) are furnished herewith; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated.

Exhibit Index


Exhibit Number			Description
#	2.	1	Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753).
	3.	1	Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763).
	3.	2	Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	3	Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753).
	3.	4	Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763).
	3.	5	Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	6	Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	7	Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753).
	3.	8	Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
	3.	9	Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	10	Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
	3.	11	Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	12	Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	13	Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).

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Exhibit Number			Description
	4.	1	Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 21, 2024, File No. 001-35753).
	4.	2	Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046).
	4.	3	Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
	4.	4	Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
	4.	5	Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
	4.	6	Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
	4.	7	Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
	4.	8	Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
	4.	9	Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
	4.	10	Ninth Supplemental Indenture, dated as of March 2, 2018, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	11	Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	12	Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	13	Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
	4.	14	Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
	4.	15	Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
	4.	16	Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	17	Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	18	Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).

Table of Contents


Exhibit Number			Description
	4.	19	Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	20	Twelfth Supplemental Indenture, dated as of April 4, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
	4.	21	Form of 6.150% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
	4.	22	Thirteenth Supplemental Indenture, dated as of September 29, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046).
	4.	23	Form of 6.350% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046).
	4.	24	Fourteenth Supplemental Indenture, dated as of August 20, 2024, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No. 001-34046).
	4.	25	Form of 5.450% Senior Notes due 2034 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No. 001-34046).



































*	31.	1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*	31.	2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*	31.	3	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
*	31.	4	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
**	32.	1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
**	32.	2	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.

*	101.	INS	XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
*	101.	SCH	Inline XBRL Schema Document
*	101.	CAL	Inline XBRL Calculation Linkbase Document
*	101.	DEF	Inline XBRL Definition Linkbase Document
*	101.	LAB	Inline XBRL Label Linkbase Document
*	101.	PRE	Inline XBRL Presentation Linkbase Document
*	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________________________________________________________




#			Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


			WESTERN MIDSTREAM PARTNERS, LP

August 6, 2025
			/s/ Oscar K. Brown
			Oscar K. Brown President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)

August 6, 2025
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)


			WESTERN MIDSTREAM OPERATING, LP

August 6, 2025
			/s/ Oscar K. Brown
			Oscar K. Brown President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

August 6, 2025
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

Western Midstream Partners, LP - Quarter Report: 2025 June (Form 10-Q)

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