WES 10-K & 10-Q changes, risk factors and insider trading
Western Midstream Partners, LP · NYSE · Natural Gas Transmission · CIK 1423902 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may fail to successfully combine our business with the assets and business of Aris, which could have an adverse impact on our future results.”
Largest changes
“We may fail to successfully combine our business with the assets and business of Aris, which could have an adverse impact on our future results.”see in full comparison
Although inflation in the United States has declined since 2023, the prices of key inputs to the midstream industry have continued to be significantly impacted by inflation relative to historical levels. This continued inflation has raised our costs for steel products, automation components, power supply, labor materials, fuel, chemicals, and services, thereby increasing our operating costs and capital expenditures. Additionally, the Trump administration hassee in full comparisonrecentlyincreasedimplemented a 10% tarifftariffs on most Chinese imports under its renewed Section 301 and International Emergency Economic Powers Act authorities and has significantly increased national security-based tariffs on steel and aluminum imports, including raising the general tariff rate on most steel and aluminum products. The Trump administration has also imposed and expanded so called ‘reciprocal’ tariffs on a wide range of United States trading partners with which the United States has sizable trade imbalances and has announcedaor25%threatenedtariffadditional increases on importsoffromsteelCanada, Mexico, andaluminum.otherPlanskeyby the Trump administration to impose additional import tariffs on Canada and Mexico are also currently under consideration, as are reciprocal tariffs on all U.S. trading partners that currently impose tariffs on American goods.partners. These and other import tariffs could substantially increase our operating and capital costs. Although we cannot predict any future inflation trends or the impact of current or future import tariffs, higher operating and capital costs would negatively impact our profitability and cash flows available for distribution to unitholders to the extent we are unable to recover such higher costs through our commercial agreements.
Some portions of the pipeline systems that we operate were in service for many decades, prior to our purchase of these systems. Consequently, there may be historical occurrences or latent issues regarding our pipeline systems that we may be unaware of and that may have a material adverse effect on our business and results of operations. The age or condition of our pipeline systems also could result in increased maintenance or repair expenditures, and any downtime associated with increased maintenance and repair activities could materially reduce our revenue. In addition, we may be unable to complete maintenance or repairs due to the unavailability of necessary materials as a result of supply chain disruptions (including those caused bysee in full comparisongeopoliticaldomesticevents,andsuchinternationalaspoliticalthe Russian invasion of Ukraineevents), which may result in the suspension of operations of the impacted assets until such activities can be completed. Any significant increase in maintenance and repair expenditures, loss of revenue due to the age or condition of our pipeline systems, or delays in completing necessary maintenance or repairs could adversely affect our business and results of operations.
“The Aris acquisition closed on October 15, 2025. The integration of these acquired assets involves potential risks, including the failure to realize expected profitability, growth, or accretion; environmental or regulatory compliance matters or liabilities; diversion of management’s attention from our existing business; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.”see in full comparison
We hadsee in full comparison380,556,643408,141,366 common units outstanding as of December 31,2024.2025, with Occidentalcurrently holdsholding 165,681,578 common units, representing43.5%40.6% of our outstanding common units.Occidental’s shelf registration statement currently allows for the offer and sale of approximately 10.8 million common units, or 2.8% of our common units as of December 31, 2024, from time to time.Sales by Occidental or other large holders of a substantial number of our common units in the public markets, or the perception that such sales might occur, could have a material adverse effect on the price of our common units or could impair our ability to obtain capital through an offering of equity securities. In addition, under our partnership agreement, our general partner and its affiliates, including Occidental, have registration rights relating to the offer and sale of any units that they hold, subject to certain limitations.
“If any of the risks described above or other anticipated or unanticipated liabilities were to materialize, it could have an adverse effect on our business, financial condition, and results of operations.”see in full comparison
Full comparison: every changed paragraph (13)
•conflicts of interest among us and our general partner and its related parties, including Occidental, with respect to, among other things, the allocation of capital and operational and administrative costs, and our future business opportunities;
We are dependent on Occidental for over 50% of revenues related to the natural gas, crude oil, NGLs, and produced water that we gather, transport, recycle, treat, process, transport,supply, and/or dispose. A material reduction in Occidental’s production that is gathered, treated, processed, or transported by our assets would result in a material decline in our revenues and cash available for distribution.
We rely on Occidental for over 50% of revenues related to the natural gas, crude oil, NGLs, and produced water that we gather, transport, recycle, treat, process, transport,supply, and/or dispose. For the year ended December 31, 2024,2025, and excluding the impact of equity investments, 60% of Total revenues and other, 34%36% of our throughput for natural-gas assets (excluding equity-investment throughput),assets, 91% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput),assets, and 78%61% of our throughput for produced-water assets were attributable to production owned or controlled by Occidental. Occidental may decrease its production in the areas serviced by us and is under no contractual obligation to maintain its production volumes dedicated to us pursuant to the terms of our applicable gathering agreements. The loss of a significant portion of production volumes supplied by Occidental would result in a material decline in our revenues and our cash available for distribution. In addition, Occidental may determine that drilling activity in areas other than our areas of operation is strategically more attractive. A shift in Occidental’s focus away from our areas of operation could result in reduced throughput on our systems and a material decline in our revenues and cash available for distribution.
Our costs of borrowing and ability to access the capital markets are affected by market conditions and the credit rating assigned to WES Operating’s debt by the major credit rating agencies. Any future downgrades in WES Operating’s credit ratings could adversely affect WES Operating’s ability to issue debt, including commercial paper, in the public debt markets and negatively impact our cost of capital, future interest costs, and ability to effectively execute aspects of our business strategy. For example, WES Operating currently has $2.7$2.1 billion in total principal amount of outstanding senior notes that provide for changes to the coupon rates following changes in WES Operating’s credit ratings. Future credit-rating downgrades also could trigger obligations to provide financial assurance of our performance under certain contractual arrangements. We may be required to post collateral in the form of letters of credit or cash as financial assurance of our performance under certain contractual arrangements, such as pipeline transportation contracts and NGLs and gas-sales contracts. At December 31, 2024,2025, there were no letters of credit or cash-provided assurance of our performance under contractual arrangements with credit-risk-related contingent features.
Although inflation in the United States has declined since 2023, the prices of key inputs to the midstream industry have continued to be significantly impacted by inflation relative to historical levels. This continued inflation has raised our costs for steel products, automation components, power supply, labor materials, fuel, chemicals, and services, thereby increasing our operating costs and capital expenditures. Additionally, the Trump administration has recentlyincreased implemented a 10% tarifftariffs on most Chinese imports under its renewed Section 301 and International Emergency Economic Powers Act authorities and has significantly increased national security-based tariffs on steel and aluminum imports, including raising the general tariff rate on most steel and aluminum products. The Trump administration has also imposed and expanded so called ‘reciprocal’ tariffs on a wide range of United States trading partners with which the United States has sizable trade imbalances and has announced aor 25%threatened tariffadditional increases on imports offrom steelCanada, Mexico, and aluminum.other Planskey by the Trump administration to impose additional import tariffs on Canada and Mexico are also currently under consideration, as are reciprocal tariffs on all U.S. trading partners that currently impose tariffs on American goods.partners. These and other import tariffs could substantially increase our operating and capital costs. Although we cannot predict any future inflation trends or the impact of current or future import tariffs, higher operating and capital costs would negatively impact our profitability and cash flows available for distribution to unitholders to the extent we are unable to recover such higher costs through our commercial agreements.
Conversely, if actual plant recoveries are below the contractually specified recoveries, we would still be obligated to deliver the contractually fixed amount of NGLs (or in some cases, the financial equivalent thereof) to such customers. For this reason, our inability to efficiently operate our natural-gas processing facilities could result in diminished NGL sale proceeds for our account,account or could result in losses when we settle shortfalls between actual and contractually specified recoveries with our customers. Accordingly, the failure to achieve operational plant efficiency to support the contractually specified recoveries could negatively impact our profitability and cash flows available for distribution to unitholders.
Adoption of new or more stringent climate-change or other air-emissions legislation or regulations restricting emissions of GHGs or other air pollutants could negatively impact us, our producer customers, or downstream customers by increasing operating costs and reducing volumetric throughput on our systems due to reduced demand for the gathering, processing, compressing, treating, transporting, supply, and transportingproduced-water disposal services we provide.
Some portions of the pipeline systems that we operate were in service for many decades, prior to our purchase of these systems. Consequently, there may be historical occurrences or latent issues regarding our pipeline systems that we may be unaware of and that may have a material adverse effect on our business and results of operations. The age or condition of our pipeline systems also could result in increased maintenance or repair expenditures, and any downtime associated with increased maintenance and repair activities could materially reduce our revenue. In addition, we may be unable to complete maintenance or repairs due to the unavailability of necessary materials as a result of supply chain disruptions (including those caused by geopoliticaldomestic events,and suchinternational aspolitical the Russian invasion of Ukraineevents), which may result in the suspension of operations of the impacted assets until such activities can be completed. Any significant increase in maintenance and repair expenditures, loss of revenue due to the age or condition of our pipeline systems, or delays in completing necessary maintenance or repairs could adversely affect our business and results of operations.
We may fail to successfully combine our business with the assets and business of Aris, which could have an adverse impact on our future results.
The Aris acquisition closed on October 15, 2025. The integration of these acquired assets involves potential risks, including the failure to realize expected profitability, growth, or accretion; environmental or regulatory compliance matters or liabilities; diversion of management’s attention from our existing business; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
If any of the risks described above or other anticipated or unanticipated liabilities were to materialize, it could have an adverse effect on our business, financial condition, and results of operations.
We do not own all of the land on which our pipelines and facilities have been constructed, and we therefore are,are subject to the possibility of more onerous terms and/or increased costs to retain necessary land use if we do not have valid rights-of-way or if such rights-of-way lapse or terminate. Any loss of rights with respect to our real property, through our inability to renew existing rights-of-way contracts or otherwise, could have a material adverse effect on our business, results of operations, financial position, and ability to make cash distributions to our unitholders.
We had 380,556,643408,141,366 common units outstanding as of December 31, 2024.2025, with Occidental currently holdsholding 165,681,578 common units, representing 43.5%40.6% of our outstanding common units. Occidental’s shelf registration statement currently allows for the offer and sale of approximately 10.8 million common units, or 2.8% of our common units as of December 31, 2024, from time to time. Sales by Occidental or other large holders of a substantial number of our common units in the public markets, or the perception that such sales might occur, could have a material adverse effect on the price of our common units or could impair our ability to obtain capital through an offering of equity securities. In addition, under our partnership agreement, our general partner and its affiliates, including Occidental, have registration rights relating to the offer and sale of any units that they hold, subject to certain limitations.
Management's Discussion & Analysis (MD&A)
Removed heading “Natural-gas sales”
Removed heading “Property and other taxes”
Largest changes
Impact ofsee in full comparisoninflation.inflationAlthoughandsomewhattariffs.abatedHighduringinflation2024,in the U.S.economy has recently experienced significant inflation relative to historical precedent. Inflationhas raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services,which has increased ourraising operating costs and capital expenditures. Additionally, the Trump administration hasrecentlyimposedimplementedsignificantaimport10%tariffs,tariff on Chinese imports and announced a 25% tariffincluding on imports of steel andaluminum.aluminum,Plansandby the Trump administration tomay imposeadditional importfurther tariffs onCanada and Mexico are also currently under consideration, as are reciprocal tariffs on allother U.S. tradingpartners that currently impose tariffs on American goods.partners. Theseand other importtariffs could substantially increase our operating and capital costs.Although we cannot predict anyWhile future inflationtrendsandortarifftheimpactsimpactareof current or future import tariffs,uncertain, higher operating and capital costs could materially and negativelyimpact ouraffect 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.
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through oursee in full comparison98.0%98.1% partnership interest in WES Operating, as of December 31,20242025. Amounts attributable to noncontrolling interests presented in this Item 7 consist of (seei) the 25% third-party interest in Chipeta for all periods presented, and only for natural-gas assets for throughput attributable to WES, and (ii) the 1.9%, 2.0%, and 2.0% limited partner interest in WES Operating as of December 31, 2025, 2024, and 2023, respectively, owned by an Occidental subsidiary. See Note 1—Summary of Significant Accounting Policies and Basis of Presentation and Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form10-K).10-K. We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.
•WES Operating completed the publicsee in full comparisonofferingofferings of$800.0$1.2millionbillion in aggregate principal amount of5.450%SeniorNotes due 2034.Notes. Net proceeds fromthetheseofferingpublic offerings (i) will be used to repayatheportion4.650% Senior Notes due 2026, (ii) were used to repay amounts outstanding under its commercial paper program (including borrowings incurred to fund the cash consideration ofcertaintheseniorArisnotes due in 2025acquisition), and (iii) will be used for general partnership purposes, including the funding of capital expenditures. SeeLiquidityDebt andCapitalCreditResourcesFacilities within this Item27 for additional information.
“Impairments. We recognized long-lived asset and other impairments of $6.2 million and $52.9 million for the years ended December 31, 2024 and 2023, respectively. For a description of impairments recorded, see Note 9—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.”see in full comparison
Full comparison: every changed paragraph (139)
Discussion of 20222023 itemsitems, and comparison of the year ended December 31, 2023,2024, to the year ended December 31, 2022,2023, that are not included in this annual report on Form 10-K can be found under Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2023,2024, as filed with the SEC on February 21,26, 2024,2025, and is available via the SEC’s website at www.sec.gov and our website at www.westernmidstream.com.
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0%98.1% partnership interest in WES Operating, as of December 31, 20242025. Amounts attributable to noncontrolling interests presented in this Item 7 consist of (seei) the 25% third-party interest in Chipeta for all periods presented, and only for natural-gas assets for throughput attributable to WES, and (ii) the 1.9%, 2.0%, and 2.0% limited partner interest in WES Operating as of December 31, 2025, 2024, and 2023, respectively, owned by an Occidental subsidiary. See Note 1—Summary of Significant Accounting Policies and Basis of Presentation and Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).10-K. We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.
We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gatheringgathering, transporting, recycling, treating, supplying, and disposing of produced water. In our capacity as a natural-gas processor, we also buy and sell natural gas,residue, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming). As of December 31, 2024,2025, our assets and investments consisted of the following:
(1)Includes the DBM water systems.
•On October 15, 2025, we closed on the acquisition of Aris by merger in an equity-and-cash transaction. See Items Affecting the Comparability of Our Financial Results within this Item 7 for additional information.
•We closed on the sale of (i) our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million and (ii) several equity investments to third parties for combined proceeds of $588.6 million, which included $5.9 million in pro-rata distributions through closing. See Acquisitions and Divestitures within this Item 7 for additional information.
•WES Operating completed the public offeringofferings of $800.0$1.2 millionbillion in aggregate principal amount of 5.450% Senior Notes due 2034.Notes. Net proceeds from thethese offeringpublic offerings (i) will be used to repay athe portion4.650% Senior Notes due 2026, (ii) were used to repay amounts outstanding under its commercial paper program (including borrowings incurred to fund the cash consideration of certainthe seniorAris notes due in 2025acquisition), and (iii) will be used for general partnership purposes, including the funding of capital expenditures. See LiquidityDebt and CapitalCredit ResourcesFacilities within this Item 27 for additional information.
•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.
•WES Operating purchased and retired $150.0 million of certain of its senior notes via open-market repurchases.
•Our regular fourth-quarter 20242025 per-unit distribution is unchanged from the third-quarter 20242025 per-unit distribution of $0.875.$0.910.
•We 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.
•Natural-gas throughput attributable to WES totaled 5,052 MMcf/d for the year ended December 31, 2024, representing a 14% increase compared to year ended December 31, 2023.
•Crude-oil and NGLs throughput attributable to WES totaled 530 MBbls/d for the year ended December 31, 2024, representing a 19% decrease compared to the year ended December 31, 2023.
•Produced-water throughput attributable to WES totaled 1,124 MBbls/d for the year ended December 31, 2024, representing an 11% increase compared to the year ended December 31, 2023.
•Gross margin was $2.8 billion for the year ended December 31, 2024, representing a 19% increase compared to the year ended December 31, 2023. See Reconciliation of Non-GAAP Financial Measures within this Item 7.
•Adjusted Gross Margin for natural-gas assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $1.30 per Mcf for the year ended December 31, 2024, representing a 2% increase compared to the year ended December 31, 2023.
•Adjusted Gross Margin for crude-oil and NGLs assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $2.94 per Bbl for the year ended December 31, 2024, representing a 19% increase compared to the year ended December 31, 2023.
•Adjusted Gross Margin for produced-water assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $0.96 per Bbl for the year ended December 31, 2024, representing a 16% increase compared to the year ended December 31, 2023.
Our results primarily are driven by the volumes of natural gas, NGLs, crude oil, and produced water we service through our systems. In our operations, we contract with customers to provide midstream services focused on natural gas, NGLs, crude oil, produced water, and producedwater water.solutions. We gather natural gas from individual wells or production facilities located near our gathering systems, and the natural gas may be compressed and delivered to a processing plant, treating facility, or downstream pipeline, and ultimately to end users. We treat and process a significant portion of the natural gas that we gather so that it will satisfy required specifications for pipeline transportation. We gather crude oil from individual wells or production facilities located near our gathering systems, and in some cases, treat or stabilize the crude oil to satisfy required specifications for pipeline transportation. We also gathergather, transport, recycle, treat, supply, and dispose of produced water.
We operate in Texas, New Mexico, Colorado, Utah, and Wyoming, with a substantial portion of our business concentrated in West TexasTexas, New Mexico, and the Rocky Mountains. For example, for the year ended December 31, 2024,2025, and excluding the impact of equity investments, our West Texas / New Mexico and DJ Basin assets provided (i) 53%58% and 32%,29%, respectively, of Total revenues and other, (ii) 40%42% and 31%,30%, respectively, of our throughput for natural-gas assets (excluding equity-investment throughput),assets, (iii) 61% and 23%, respectively, of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput),assets, and (iv) all of our throughput for produced-water assets.
For the year ended December 31, 2024,2025, and excluding the impact of equity investments, 60% of Total revenues and other, 34%36% of our throughput for natural-gas assets (excluding equity-investment throughput),assets, 91% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput),assets, and 78%61% of our throughput for produced-water assets were attributable to production owned or controlled by Occidental. While Occidental is our contracting counterparty, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. In addition, Occidental provides dedications, minimum-volume commitments with associated deficiency payments, and/or cost-of-service commitments under certain of our contracts.
For the year ended December 31, 2024,2025, 95%and excluding the impact of equity investments, 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 under which fixed and variable fees are received based on the volume or thermal content of the natural gas and on the volume of NGLs, crude oil, and produced water we gather, process, treat, transport, or dispose. This type of contract provides us with a relatively stable revenue stream that is not subject to direct commodity-price risk, except to the extent that (i) actual recoveries differ from contractual recoveries under certain of our processing agreements or (ii) we retain and sell drip condensate that is recovered during the gathering of natural gas from the wellhead or production facilities and skim oil that is recovered during the produced-water gathering and disposal process.
Throughput. Throughput is a significant operating variable that we use to assess our ability to generate revenues. To maintain or increase throughput on our systems, we must connect to additional wells or production facilities. Our success in maintaining or increasing throughput is impacted by (i) the successful drilling of new wells by producers that are dedicated to our systems, (ii) recompletions of existing wells connected to our systems, (iii) our ability to secure volumes from new wells drilled on non-dedicated acreage, and (iv) our ability to attract natural-gas, crude-oil, NGLs, produced-water, or produced-waterwater-solutions volumes currently serviced by our competitors.
Gathering and processing agreements. Certain of the gathering agreements for the West Texas complex, Springfield system, DJ Basin oil system, and DBM oil and water systems allow for rate resets that target an agreed-upon rate of return over the life of the agreement. Annual adjustments are made to cost-of-service rates charged under these agreements, and for certain of them, a cumulative catch-up revenue adjustment related to services already provided may be recorded. See Note 1—Summary of Significant Accounting Policies and Basis of Presentation and Note 18—Subsequent Event in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. In addition, certain of our natural-gas processing agreements provide our producer customers with the option to receive an actual or fixed amount of NGLs recoveries (or in some cases, the financial equivalent thereof). Our customers’ election, along with operational plant efficiency and commodity prices, could impact our profitability and cash flows. See Risk Factors under Part I, Item 1A of this Form 10-K.
Acquisitions and divestitures. During the fourth quarter of 2025, we closed on the acquisition of Aris by merger in a transaction valued at $2.0 billion, including the cash and equity merger consideration, Aris’s outstanding debt of $80.0 million in revolving credit facility borrowings that were repaid at closing, and $500.0 million in principal amount of senior notes. Based on Aris shareholder consideration elections, we issued 26.6 million common units and paid $415.0 million in cash, funded with borrowings under the commercial paper program, in exchange for all issued and outstanding shares of Aris common stock.
Acquisitions and divestitures. During the second quarter of 2024, we closed on the sale of our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million, resulting in a net gain on sale of $63.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.
In October 2023, we closed on the acquisition of Meritage for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from our $600.0 million senior note issuance in September 2023 and borrowings on the RCF. For purposes of the discussion included in Results of Operations, the Powder River Basin complex includes our previously owned Hilight system and the assets acquired from Meritage.
Impairments. We recognized long-lived asset and other impairments of $6.2 million and $52.9 million for the years ended December 31, 2024 and 2023, respectively. For a description of impairments recorded, see Note 9—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, NGLs, and NGLswater solutions volumes to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
(2)Water solutions volumes include groundwater and gathered produced water that is treated and recycled.
(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.
Total throughput attributable to WES for natural-gas assets increased by 620174 MMcf/d for the year ended December 31, 2024,2025, primarily due to (i) higher volumes at the Powder River Basin complex due to the Meritage acquisition, (ii) higher volumes at the West TexasTexas, DJ Basin, and DJ BasinChipeta complexes due to increased production in the areas,areas and (iiiii) higher volumes aton the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline,pipeline andbeginning (iv)in higherNovember volumes at the Springfield gas-gathering system due to new third-party production.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 and2024, (ii) lower volumes at the GrangerSpringfield complexgas-gathering system due to adecreased contract expirationproduction in the fourtharea, quarterand of(iii) 2023.lower volumes at the Mi Vida plant.
Total throughput attributable to WES for crude-oil and NGLs assets decreased by 12216 MBbls/d for the year ended December 31, 2024,2025, primarily due to (i) the divestiture of Whitethorn LLC, Mont Belvieu JV, Saddlehorn,LLC and PanolaSaddlehorn in the first quarter of 2024.2024 and (ii) lower volumes on the TEP pipeline. These decreases were offset partially by (i) higher volumes at the DBM and DJ Basin oil systemssystem due to increased production in the areas and (ii) higher volumes at the Thunder Creek NGL pipeline, which was acquired as part of the Meritage acquisition.area.
Total throughput attributable to WES for produced-water assets increased by 115454 MBbls/d for the year ended December 31, 2024,2025, due to higher production, partially offset by increased recycling activities in(i) the upstream operationsacquisition of ourAris producers.and (ii) higher production.
Service Revenues
Service revenues – fee based increased by $204.8 million for the year ended December 31, 2025, primarily due to increases of (i) $105.6 million at the DBM water systems due to the acquisition of Aris and increased throughput, partially offset by a change in contract terms effective January 1, 2025, (ii) $98.5 million at the West Texas complex primarily due to increased throughput, partially offset by decreased deficiency fees on certain contracts with throughput minimums, (iii) $32.6 million at the DBM oil system due to increased throughput, higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2025, and deficiency fees on certain contracts with increasing throughput minimums, and (iv) $10.1 million at the DJ Basin complex primarily due to increased throughput. These increases were offset partially by decreases of (i) $32.4 million at the Springfield systems due to decreased throughput and lower annual cumulative catch-up adjustments for cost-of-service changes in estimated consideration in 2025 compared to 2024, (ii) $18.7 million at the DJ Basin oil system due to lower annual cumulative catch-up adjustments for cost-of-service changes in estimated consideration in 2025 compared to 2024, partially offset by increased throughput, and (iii) $11.0 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024.
Service revenues – fee based increased by $479.5 million for the year ended December 31, 2024, primarily due to increases of (i) $184.0 million at the West Texas complex due to increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, (ii) $140.2 million at the Powder River Basin complex attributable to the acquisition of Meritage, (iii) $89.8 million at the DJ Basin complex primarily due to increased throughput and increased electricity-related rates billed to customers, partially offset by a decrease in deficiency fees, (iv) $87.5 million and $36.7 million at the DBM water and DBM oil systems, respectively, as a result of increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, and (v) $6.7 million at the Chipeta complex primarily due to new and amended contracts effective July 2024. These increases were offset partially by decreases of (i) $23.7 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024, (ii) $16.8 million and $4.3 million at the Springfield and DJ Basin oil systems, respectively, primarily due to decreased revenues associated with demand volumes and lower cumulative catch-up adjustments for changes in estimated consideration in 2024 compared to 2023, partially offset by increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, (iii) $11.8 million at the Granger complex due to a contract expiration in the fourth quarter of 2023, and (iv) $10.5 million at the Brasada complex due to a change in contract terms effective July 1, 2023, partially offset by increased throughput.
ServiceOther revenues –from product basedcustomers
ServiceOther revenues –from product basedcustomers increased by $24.0$32.7 million for the year ended December 31, 2024,2025, primarily due to increases of (i) $15.4$52.8 million at the West Texas complex due to increased volumes sold,sold and net average prices and (ii) $5.3 million at the DJ Basin complex due to a contract change effective during the second quarter of 2024, partially offset by decreased average prices, (iii) $4.7 million at the Powder River Basin complex attributable to the acquisition of Meritage, and (iv) $2.3$29.1 million at the DBM water systems due to the acquisition of Aris and increased skim-oil volumes sold. These increases were offset partially by a decrease of $3.4$35.5 million at the ChipetaDJ Basin complex primarily due to decreasedlower volumes sold.sold and average prices.
Product Sales
Natural-gas sales
Natural-gas sales decreased by $27.2 million for the year ended December 31, 2024, primarily due to a decrease of $33.6 million at the West Texas complex due to decreased average prices. This decrease was offset partially by increases of (i) $8.9 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $3.1 million at the DJ Basin complex as a result of changes in contract mix during the second quarter of 2023.
NGLs sales
NGLs sales increased by $22.3 million for the year ended December 31, 2024, primarily due to increases of (i) $21.3 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $14.8 million at the DJ Basin complex due to increased volumes sold, partially offset by decreased average prices and the impact of a contract change effective during the second quarter of 2024. These increases were offset partially by decreases of (i) $7.8 million at the West Texas complex due to changes in contract mix and decreased average prices, partially offset by increased volumes sold and (ii) $4.7 million at the Chipeta complex due to a contract change effective during the third quarter of 2024.
Equity income, net – related parties decreased by $40.6$26.6 million for the year ended December 31, 2024,2025, primarily due to decreases of (i) $37.6$7.6 million resulting from the sale of several equity investments to third parties in the first quarter of 2024 and (ii) $8.0$7.0 million at TEP. These decreases were offset partially by an increase of $4.6 million at Red Bluff. See Note 3—AcquisitionsTEP and DivestituresMi inVida, the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.respectively.
Natural-gas purchases decreasedincreased by $21.9$23.4 million for the year ended December 31, 2024,2025, primarily due to decreases of (i) $15.3higher millionaverage prices at the West Texas complex due to lower average prices and (ii) $6.2increased millionpurchases at the GrangerChipeta complex attributable to a contract change effective during 2023 and decreased volumes purchased.complex.
NGLs purchases increaseddecreased by $41.1$12.5 million for the year ended December 31, 2024,2025, primarily due to increasesa decrease of (i) $39.4 million at the West Texas complex primarily attributable to increased volumes purchased and average prices and (ii) $4.2$17.6 million at the DJ Basin complex due to alower contractpurchased changevolumes effectiveand duringaverage theprices, secondpartially quarteroffset by an increase of 2024. These increases were offset partially by a decrease of $5.6$11.1 million at the Chipeta complex due to a contract change effective during the third quarteracquisition of 2024.Aris.
Other items increased by $23.9 million for the year ended December 31, 2025, primarily due to changes in imbalance positions at the West Texas and Powder River Basin complexes.
Other items decreased by $11.5 million for the year ended December 31, 2024, primarily due to decreases of $32.5 million and $2.3 million at the West Texas and Chipeta complexes, respectively, due to changes in imbalance positions. These decreases were offset partially by increases of (i) $14.9 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage and (ii) $13.6 million at the DJ Basin complex primarily attributable to changes in imbalance positions.
Including the impact of operating the assets acquired with Meritage, operationOperation and maintenance expense increased by $118.0$35.3 million for the year ended December 31, 2024,2025, primarily due to increases of (i) $38.5$48.3 million related to the acquisition of Aris, (ii) $12.4 million in salariesutility expense, and wages costs, (iiiii) $25.1$6.2 million in equipment,land-related materials,costs. maintenance,These andamounts repairwere costs,offset partially by decreases of (iiii) $16.7$7.7 million in chemicalchemicals and treating services, (ivii) $10.2$7.6 million in land-relatedcontract labor and consulting costs, (viii) $9.0$6.2 million in equipment rental costs, (vi) $7.1 million in water-disposalmechanical-integrity costs, and (viiiv) $5.4$6.1 million in utilityregulatory and environmental expense.
General and administrative expenses increased by $38.9$127.4 million for the year ended December 31, 2024,2025, primarily due to increases of (i) $27.5$120.5 million in personnelacquisition-related costs,expenses (ii)associated $10.5with the Aris transaction, including $104.6 million in informationseverance technology costs,payments and (iii) $7.0$15.9 million in otherprofessional corporate-relatedservices expenses.for Thesefinancial increasesadvisory, were offset partially by a decrease of $6.1 million in contract laborlegal, and consultingother costs.professional fees.
Property and other taxes
Property and other taxes increased by $6.2 million for the year ended December 31, 2024, primarily due to increases of (i) $2.4 million at the DJ Basin complex primarily due to a lower ad valorem property tax accrual recorded during 2023 related to the finalization of 2022 assessments, (ii) $2.3 million at the Powder River Basin complex due to the acquisition of Meritage, and (iii) $2.0 million due to higher property tax values from expansion in West Texas.
Depreciation and amortization expense increased by $60.4 million for the year ended December 31, 2025, primarily due to (i) $31.2 million in capital projects being placed into service at the West Texas complex and (ii) $21.5 million related to the acquisition of Aris.
Depreciation and amortization expense increased by $49.8 million for the year ended December 31, 2024, primarily due to increases of (i) $44.7 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage and (ii) $22.5 million and $7.2 million at the West Texas complex and DBM water systems, respectively, primarily related to capital projects being placed into service. These increases were offset partially by decreases of (i) $13.3 million at the DJ Basin complex primarily due to acceleration of depreciation expense during 2023 and updated salvage values, (ii) $6.4 million due to the sale of the Marcellus Interest systems in the second quarter of 2024, and (iii) $4.3 million at the Brasada complex due to an update in the expected useful life.
Long-lived asset and other impairment expense for the year ended December 31, 2024, was primarily due to a $4.2 million impairment of certain corporate office leases that are no longer being utilized.
Long-lived asset and other impairment expense increased by $8.6 million for the year ended December 31, 2023, was2025, primarily due to a $52.1$10.8 million impairment for assets located inat the Rockies.Granger complex.
For further information on Long-lived asset and other impairment expense, see Note 9—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Interest expense increased by $30.3$12.0 million for the year ended December 31, 2024,2025, primarily due to increases of (i) $29.3 million of interest incurred on the 6.350% Senior Notes due 2029 that were issued during the third quarter of 2023, (ii) $16.1$28.2 million of interest incurred on the 5.450% Senior Notes due 2034 that were issued during the third quarter of 2024, (iiiii) $12.1$6.4 million of interest incurred on the 6.150%7.250% Senior Notes due 20332030 that were issuedassumed duringas part of the second quarteracquisition of 2023, and (iv) $2.7 million due to borrowings in 2024 on the commercial paper program that was establishedAris during the fourth quarter of 2023.2025, and (iii) $5.0 million due to lower capitalized interest. These increases were offset partially by decreasesa decrease of (i) $14.8 million primarily due to no outstanding borrowings under the RCF during 2024 and (ii) $14.6$30.0 million due to credit-rating related interest-rate changes and lower outstanding balances on certain senior notesnote duerepayments toduring debt repurchases.2025. See Liquidity and Capital Resources—Debt and credit facilities within this Item 7.
Other income (expense), net increaseddecreased by $26.1$15.1 million for the year ended December 31, 2024,2025, primarily due to lower interest income earned resulting from higheron cash and cash equivalent balancesinvestments throughout 2024.2025.
What changed in the latest 10-Q
Risk Factors
Security holders and potential investors in our securities should carefully consider the risk factor included below and those set forth under Part I, Item 1A in our Form 10-K for the year ended December 31, 2025, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management.
We may fail to successfully combine the assets and business of Brazos Delaware with our business, which could have an adverse impact on our future results.
The Brazos Delaware acquisition closed on June 11, 2026. The integration of these acquired assets involves potential risks, including the failure to realize expected profitability, growth, or accretion; environmental or regulatory compliance matters or liabilities; diversion of management’s attention from our existing business; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
If any of the risks described above or other anticipated or unanticipated liabilities were to materialize, it could have an adverse effect on our business, financial condition, and results of operations.
New heading “We may fail to successfully combine the assets and business of Brazos Delaware with our business, which could have an adverse impact on our future results.”
Largest changes
“We may fail to successfully combine the assets and business of Brazos Delaware with our business, which could have an adverse impact on our future results.”see in full comparison
“The Brazos Delaware acquisition closed on June 11, 2026. The integration of these acquired assets involves potential risks, including the failure to realize expected profitability, growth, or accretion; environmental or regulatory compliance matters or liabilities; diversion of management’s attention from our existing business; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.”see in full comparison
“If any of the risks described above or other anticipated or unanticipated liabilities were to materialize, it could have an adverse effect on our business, financial condition, and results of operations.”see in full comparison
Full comparison: every changed paragraph (4)
Security holders and potential investors in our securities should carefully consider the risk factorsfactor included below and those set forth under Part I, Item 1A in our Form 10-K for the year ended December 31, 2025, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management.
We may fail to successfully combine the assets and business of Brazos Delaware with our business, which could have an adverse impact on our future results.
The Brazos Delaware acquisition closed on June 11, 2026. The integration of these acquired assets involves potential risks, including the failure to realize expected profitability, growth, or accretion; environmental or regulatory compliance matters or liabilities; diversion of management’s attention from our existing business; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
If any of the risks described above or other anticipated or unanticipated liabilities were to materialize, it could have an adverse effect on our business, financial condition, and results of operations.
Management's Discussion & Analysis (MD&A)
Removed heading “Crude-oil and NGLs assets”
Removed heading “Natural-gas purchases”
Largest changes
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. Tariff rates applicable to our operations have changed multiple times in 2026 and may continue to change, including as a result of ongoing trade negotiations, legal challenges to tariff authority, and periodic adjustments by the administration. 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.see in full comparison
“Service revenues – fee based increased by $238.8 million for the six months ended June 30, 2026, primarily due to increases of (i) $234.0 million at the DBM water systems due to the acquisition of Aris and increased throughput, (ii) $13.4 million at the DJ Basin complex due to increased throughput, (iii) $9.1 million due to the acquisition of the Comanche complex, and (iv) $7.3 million at the DBM oil system due to increased throughput and deficiency fees on certain contracts with increasing throughput minimums. …”see in full comparison
see in full comparisonPer-BblAdjusted Gross Marginfor crude-oil and NGLs assets decreasedincreased by$0.10$325.3comparedmilliontofor thethreesix months endedMarchJune31,30,2025,2026, primarily due tolower distributions from FRP and TEP, partially offset by(i) increased throughput at the DBMoilwatersystem,systems,whichincludinghastheaacquisitionhigher-than-averageofper-BblAris,marginincreasedasskim-oilcomparedvolumesto our other crude-oilsold, andNGLsaveragesassets,prices, (ii) increased throughput, volumes sold, and average prices at the DJ Basin complex, (iii) increased throughput and deficiency fees on certain contracts with increasing throughputminimums.minimums at the DBM oil system, and (iv) the acquisition of the Comanche complex.
“Distributable Cash Flow decreased by $18.0 million for the six months ended June 30, 2026, primarily due to (i) a $164.6 million increase in recognized service revenues - fee based in excess of (less than) customer billings, (ii) a $31.6 million increase in interest expense (net of interest income), (iii) a $16.0 million increase in cash paid for maintenance capital expenditures, (iv) an $11.3 million increase in cash paid for income taxes, and (v) a $6.7 million increase in capitalized interest. These amounts were offset partially by a $208.2 million increase in Adjusted EBITDA.”see in full comparison
Full comparison: every changed paragraph (91)
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.1%98.2% partnership interest in WES Operating, as of MarchJune 31,30, 2026. Amounts attributable to noncontrolling interests presented in this Item 2 consist of (i) the 25% third-party interest in Chipeta for all periods presented, and only for natural-gas assets for throughput attributable to WES, and (ii) the 1.9%,1.8%, 1.9%, and 2.0% limited partner interest in WES Operating as of June 30, 2026, March 31, 2026, December 31, 2025, and MarchJune 31,30, 2025, respectively, owned by an Occidental subsidiary. See Note 1—Description of Business and Basis of Presentation and Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.
We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering, transporting, recycling, treating, supplying, and disposing of produced water. In our capacity as a natural-gas processor, we also buy and sell residue, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming). As of March 31, 2026, our assets and investments consisted of the following:
As of June 30, 2026, our assets and investments consisted of the following:
Significant financial and operational events during the threesix months ended MarchJune 31,30, 2026, included the following:
•On June 11, 2026, we closed on the acquisition of Brazos Delaware for cash and equity consideration. See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
•During the second quarter of 2026, WES Operating issued $700.0 million in aggregate principal amount of 5.700% Senior Notes due 2036 and retired its 4.650% Senior Notes due 2026. See Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q
•Our second-quarter 2026 per-unit distribution is unchanged from the first-quarter 2026 per-unit distribution of $0.930.
•Our first-quarter 2026 per-unit distribution of $0.930 increased $0.02 from the fourth-quarter 2025 per-unit distribution of $0.910.
•Executed an amendment to one of our West Texas complex gas-gathering agreements to replace cost-of-service fees with fixed fees and add a new minimum-volumeminimum commitmentvolume commitments through 2027, in exchange for the redemption of WES common units. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.10-Q The following table provides additional information on throughput for the periods presented below:
The following table provides additional information on throughput for the periods presented below:
Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can impact the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. The New York Mercantile Exchange West Texas Intermediate crude-oil daily settlement prices during the threesix months ended MarchJune 31,30, 2026, ranged from a low of $55.99 per barrel in January 2026 to a high of $102.88$112.95 per barrel in MarchApril 2026, and prices during 2025 ranged from a low of $55.27 per barrel in December 2025 to a high of $80.04 per barrel in January 2025. The Waha Hub natural-gas prices during the threesix months ended MarchJune 31,30, 2026, ranged from a low of ($7.79$9.52) per MMBtu in MarchApril 2026 to a high of $14.47 per MMBtu in January 2026, and prices during 2025 ranged from a low of ($8.82) per MMBtu in October 2025 to a high of $7.50 per MMBtu in January 2025. The extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.
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. Tariff rates applicable to our operations have changed multiple times in 2026 and may continue to change, including as a result of ongoing trade negotiations, legal challenges to tariff authority, and periodic adjustments by the administration. 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.
DuringOn June 11, 2026, the Partnership closed on the acquisition of Brazos Delaware and in the fourth quarter of 2025, we closed on the acquisition of Aris by merger in a transaction valued at $2.0 billion.Aris. See Note 3—Acquisitions and Divestitures, Note 5—Equity and Partners’ Capital, and Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
For purposes of the following discussion, any increases or decreases “for the three months ended June 30, 2026” refer to the comparison of the three months ended MarchJune 31,30, 2026, to the three months ended December 31, 2025, or to the three months ended March 31, 2025,2026; asand applicable.any increases or decreases “for the six months ended June 30, 2026” refer to the comparison of the six months ended June 30, 2026, to the six months ended June 30, 2025.
Total throughput attributable to WES for natural-gas assets increased by 47134 MMcf/d compared tofor the three months ended DecemberJune 31,30, 2025,2026, primarily due to (i) throughput from the acquisition of the Comanche complex and (ii) higher throughput at the WestDJ TexasBasin complex due to increased production in the area.area and higher onloaded volumes.
Total throughput attributable to WES for natural-gas assets increased by 9986 MMcf/d compared tofor the threesix months ended MarchJune 31,30, 2025,2026, primarily due to (i) higher throughput at the DJ Basin, West Texas,Basin and Chipeta complexes due to increased production in the areas, and (ii) higher throughput onfrom the Redacquisition Bluff Express pipeline due toof the additionComanche of a new receipt point into the pipeline beginning in the fourth quarter of 2025.complex. These increases were offset partially by (i) lower throughput at the Powder River Basin complex due to decreased production in the area and (ii) lower throughput at the Mi Vida plant.
Crude-oil and NGLs assets
Total throughput attributable to WES for crude-oil and NGLs assets increased by 13 MBbls/d compared to the three months ended December 31, 2025, primarily due to (i) higher throughput at the DBM oil system due to increased production in the area and (ii) higher throughput on the FRP pipeline.
Total throughput attributable to WES for crude-oil and NGLs assets increased by 18 MBbls/d compared to the three months ended March 31, 2025, primarily due to higher throughput at the DBM oil system due to increased production in the area.
Total throughput attributable to WES for produced-water assets increased by 102144 MBbls/d and 1,6291,677 MBbls/d compared tofor the three and six months ended DecemberJune 31,30, 2025, and March 31, 2025,2026, respectively, due to higher throughput at the DBM water systems, including the acquisition of Aris.Aris for the six months ended June 30, 2026.
NM - Not meaningful
Service revenues – fee based increased by $23.1 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $26.7 million at the Springfield systems and DJ Basin oil system primarily due to annual cumulative catch-up adjustments for cost-of-service changes that decreased revenue during the fourth quarter of 2025 and (ii) $5.5 million at the DBM water systems due to the acquisition of Aris and increased throughput. These increases were offset partially by a decrease of $7.1 million at the DJ Basin complex due to decreased throughput.
Service revenues – fee based increased by $110.1$46.8 million compared tofor the three months ended MarchJune 31,30, 2025,2026, primarily due to increases of (i) $103.6$31.3 million at the DBM water systems due to increased throughput and disposal-fee revenue, (ii) $9.1 million due to the acquisition of Aristhe andComanche increased throughput, partially offset by lower average fees,complex, and (iiiii) $5.4$7.7 million at the DBMDJ oilBasin systemcomplex due to increased throughput and deficiency fees on certain contracts with increasing throughput minimums.throughput.
Service revenues – fee based increased by $238.8 million for the six months ended June 30, 2026, primarily due to increases of (i) $234.0 million at the DBM water systems due to the acquisition of Aris and increased throughput, (ii) $13.4 million at the DJ Basin complex due to increased throughput, (iii) $9.1 million due to the acquisition of the Comanche complex, and (iv) $7.3 million at the DBM oil system due to increased throughput and deficiency fees on certain contracts with increasing throughput minimums. These increases were offset partially by decreases of (i) $9.5 million at the West Texas complex due to decreased deficiency fees on certain contracts with throughput minimums and (ii) $9.4 million at the Powder River Basin complex due to decreased throughput.
Other revenues from customers increased by $68.3 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $37.8 million at the West Texas complex due to increased net volumes sold and net average prices and (ii) $26.9 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes and average prices.
Other revenues from customers increased by $94.7$49.0 million compared tofor the three months ended MarchJune 31,30, 2025,2026, primarily due to increases of (i) $49.2$16.0 million at the DBMDJ waterBasin systemscomplex due to the acquisition of Aris, including increased skim-oilaverage volumes,prices and volumes sold, (ii) $47.1$12.7 million at the West Texas complex due to increased netaverage prices, partially offset by lower volumes soldsold, (iii) $9.9 million at the Chipeta complex due to increased volumes sold, and as(iv) a$7.1 resultmillion due to the acquisition of changesthe inComanche contract mix.complex.
Other revenues from customers increased by $241.3 million for the six months ended June 30, 2026, primarily due to increases of (i) $102.3 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes sold, and average prices, (ii) $100.3 million at the West Texas complex due to higher average prices and volumes sold, (iii) $18.0 million and $10.2 million at the DJ Basin and Chipeta complexes, respectively, due to increased volumes sold and average prices, and (iv) $7.1 million due to the acquisition of the Comanche complex.
Equity income, net – related parties decreasedincreased by $6.6$6.8 million compared tofor the three months ended DecemberJune 31,30, 2025,2026, primarily due to decreasesincreases of $3.9$2.5 million and $3.2$1.7 million at FRP and TEP, respectively.
Equity income, net – related parties decreased by $5.7$11.3 million compared tofor the threesix months ended MarchJune 31,30, 2025,2026, primarily due to a decrease of $4.5$8.2 million at Mi Vida.
Natural-gas purchases
Natural-gas purchases decreased by $6.1 million compared to the three months ended March 31, 2025, primarily due to lower average prices at the West Texas complex.
Crude oil and NGLs purchases
NGLs purchases increased by $30.6 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $13.3 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes and higher average prices, and (ii) $10.7 million and $4.9 million at the West Texas and DJ Basin complexes, respectively, due to higher purchased volumes and increased average prices.
Crude oil and NGLs purchases increased by $35.7$6.2 million compared tofor the three months ended MarchJune 31,30, 2025,2026, primarily due to increases of (i) $24.5$3.7 million at the DBM water systems dueattributable to the acquisition of Aris, including increased skim-oil volumes, and (ii) $8.8 million at the WestComanche Texas complex due to higher purchased volumes.complex.
Crude oil and NGLs purchases increased by $74.8 million for the six months ended June 30, 2026, primarily due to increases of (i) $51.0 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes, and higher average prices, and (ii) $10.3 million at the DJ Basin complex due to increased volumes and higher average prices.
Other items increased by $31.7$6.0 million comparedand to$62.3 million for the three and six months ended MarchJune 31,30, 2025,2026, respectively, primarily due to changes in imbalance positions at the West Texas and DJ Basin complexes.
Operation and maintenance expense increased by $11.9$21.1 million compared tofor the three months ended DecemberJune 31,30, 2025,2026, primarily due to increases of (i) $5.6$10.6 million in salarieswater-disposal costs and wages costs, (ii) $2.6$6.2 million in utility expense,chemicals and (iii) $2.4 million in land-relatedtreating costs.
Operation and maintenance expense increased by $37.7$98.5 million compared tofor the threesix months ended MarchJune 31,30, 2025,2026, primarily due to an increaseincreases of $54.6(i) $115.5 million related to the Aris acquisition and (ii) $5.3 million in land-related costs. These increases were offset partially by a decrease of Aris, partially offset by $15.4$26.6 million in equipment and maintenance and repair costs.
NM—Not meaningful
General and administrative expenses decreased by $126.7 million compared to the three months ended December 31, 2025, primarily due to $120.5 million in acquisition-related expenses associated with the Aris transaction in the fourth quarter of 2025, including $104.6 million in severance payments and $15.9 million in professional services for financial advisory, legal, and other professional fees.
General and administrative expenses increased by $8.4$10.8 million compared tofor the three months ended MarchJune 31,30, 2025,2026, primarily due to increasesan increase of (i) $4.3$8.0 million in salariescorporate andexpenses, wagesprimarily related to transaction costs andfor (ii)the $3.5Brazos millionDelaware in corporate-related costs.acquisition.
General and administrative expenses increased by $28.1 million for the six months ended June 30, 2026, primarily due to increases of (i) $14.0 million in corporate expenses, primarily related to transaction costs for the Brazos Delaware acquisition and higher legal expenses, and (ii) $10.0 million in salaries and wages.
Depreciation and amortization expense increased by $30.0$5.5 million compared tofor the three months ended MarchJune 31,30, 2025,2026, primarily due to $26.3$4.0 million related to the acquisition of Aris.the Comanche complex.
Depreciation and amortization expense increased by $63.8 million for the six months ended June 30, 2026, primarily due to (i) $53.4 million related to the Aris acquisition and (ii) $8.9 million at the West Texas complex from new assets placed in service.
Interest expense increaseddecreased by $7.7$4.4 million compared tofor the three months ended DecemberJune 31,30, 2025,2026, primarily due to ana increasedecrease of $11.1$5.3 million ofdue interest incurred onto the 4.800%repayment of the 4.650% Senior Notes due in 2031 and 5.500% Senior Notes due in 2035 that were issued2026 during the fourth quarter of 2025, partially offset by a decrease of $3.5 million due to no borrowings on the commercial paper program during the firstsecond quarter of 2026.
Interest expense increased by $16.1$29.9 million compared tofor the threesix months ended MarchJune 31,30, 2025,2026, primarily due to increases of (i) $15.9$31.7 million of interest incurred on the 4.800% Senior Notes due in 2031 and 5.500% Senior Notes due in 2035 that were issued during the fourth quarter of 2025 and (ii) $7.6$15.1 million of interest incurred on the 7.250% Senior Notes due in 2030 that were assumed as part of the acquisition of Aris during the fourth quarter of 2025. These increases were offset partially by a decreasedecreases of $3.6(i) $6.7 million due to higher capitalized interest, (ii) $6.0 million due to the repayment of the 3.950% Senior Notes due in 2025 during the second quarter of 2025.2025, and (iii) $5.3 million due to the repayment of the 4.650% Senior Notes due 2026 during the second quarter of 2026. See Liquidity and Capital Resources—Debt and credit facilities within this Item 2.
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.tax, Incomeand taxcertain expensebusiness decreasedactivities byoperated $3.8through millioncorporate comparedsubsidiaries are subject to thefederal threeand monthsstate endedincome December 31, 2025, primarily due to changes in provisions for Texas margin tax liabilities.taxes.
Income tax expense increased by $1.7 million for the three months ended June 30, 2026, primarily due to changes in provision for Texas margin tax liabilities.
Income tax expense increased by $3.0 million for the six months ended June 30, 2026, primarily due to federal and state income tax resulting from the operations of our corporate subsidiaries, partially offset by changes in provision for Texas margin tax liabilities.
(1)Non-cash equity-based compensation expense for the three months ended December 31, 2025, includes $7.3 million in acquisition-related severance costs. Acquisition-related expenses for the three months ended March 31, 2026, were $0.5 million. Acquisition-related expenses for the three months ended December 31, 2025, include (i) severance costs of $97.3 million and (ii) third-party consulting and legal fees of $15.9 million.
(21)Includes non-cash revenue of $55.1$45.4 million, $39.7 million,million and $5.9$55.1 million for the three months ended June 30, 2026, and March 31, 2026, December 31, 2025,respectively, and March$100.6 31,million and $9.6 million for the six months ended June 30, 2026 and 2025, respectively. See Note 2—Revenue from Contracts with Customers in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
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, Crude oil and NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).
Gross margin increased by $58.3$81.1 million compared tofor the three months ended DecemberJune 31,30, 2025,2026, due to a $92.1$101.1 million increase in total revenues and other, partially offset by a $31.3$14.6 million increase in cost of product.
Gross margin increased by $115.1$288.9 million compared tofor the threesix months ended MarchJune 31,30, 2025,2026, due to a $206.5$488.9 million increase in total revenues and other. This increase was offset partially by increases of (i) $61.4$136.2 million in cost of product and (ii) $30.0$63.8 million in depreciation and amortization.
Net income (loss) increased by $162.8 million compared to the three months ended December 31, 2025, primarily due to (i) a $92.1 million increase in total revenues and other and (ii) an $81.4 million decrease in total operating expenses.
Net income (loss) increased by $42.5$56.2 million compared tofor the three months ended MarchJune 31,30, 2025,2026, primarily due to a $206.5$101.1 million increase in total revenues and other, partially offset by a $139.7$52.2 million increase in total operating expenses.
Net income (loss) increased by $107.0 million for the six months ended June 30, 2026, primarily due to a $488.9 million increase in total revenues and other. This increase was offset partially by (i) a $330.6 million increase in total operating expenses, (ii) a $29.9 million increase in interest expense, and (iii) an $11.3 million decrease in equity income, net – related parties, 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.
Adjusted Gross Margin. Adjusted Gross Margin increased by $55.9$83.9 million compared tofor the three months ended DecemberJune 31,30, 2025,2026, primarily due to (i) increased volumesthroughput and disposal-fee revenue at the DBM water systems, including(ii) the acquisition of Aris,the andComanche complex, (iii) increased throughput, average prices, (ii)and annualvolumes cumulative catch-up adjustments for cost-of-service changes that decreased revenue during the fourth quarter of 2025sold at the DJ Basin oil and Springfield systems,complex, and (iiiiv) increased netaverage prices and volumes sold and net average prices at the WestPowder TexasRiver complex.Basin and Chipeta complexes.
Adjusted Gross Margin increased by $129.9 million compared to the three months ended March 31, 2025, primarily due to increased throughput at the DBM water systems, including the acquisition of Aris.
Per-Mcf Adjusted Gross Margin for natural-gas assets increased by $0.06 compared to the three months ended December 31, 2025, primarily due to (i) increased net volumes sold and net average prices at the West Texas complex and (ii) decreased revenues in the fourth quarter of 2025 associated with the annual cumulative catch-up adjustment for cost-of-service changes at the Springfield gas-gathering system.
WES insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 5,140 shares, about $249.9K) and open-market sales in 0 filings. Net open-market shares: 5,140 (purchases minus sales); net value about $249.9K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-12 | Forthuber Frederick A. |
Open-market purchase | 5,140 | $48.62 | $249.9K |
Well-known investors holding WES (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 304,274 | $13.3M | 0.01% | New position |