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8-K - WES Q3 2015 FORM 8-K - Western Midstream Operating, LPwesq32015form8-k.htm


EXHIBIT 99.1

WESTERN GAS ANNOUNCES
THIRD-QUARTER 2015 RESULTS

ANNOUNCES NEW DELAWARE BASIN GROWTH PROJECT; RAISES MIDPOINT OF ADJUSTED EBITDA GUIDANCE RANGE

HOUSTON, October 28, 2015 – Western Gas Partners, LP (NYSE: WES) (“WES” or the “Partnership”) and Western Gas Equity Partners, LP (NYSE: WGP) (“WGP”) today announced third-quarter 2015 financial and operating results.
WESTERN GAS PARTNERS, LP
Net income available to limited partners(1) for the third quarter of 2015 totaled $111.1 million, or $0.77 per common unit (diluted). For the third quarter of 2015, Adjusted EBITDA(1) was $182.9 million and Distributable cash flow(1) was $152.8 million.
WES previously declared a quarterly distribution of $0.775 per unit for the third quarter of 2015. This distribution represented a 3% increase over the prior quarter’s distribution and a 15% increase over the third-quarter 2014 distribution of $0.675 per unit. The distribution will be paid on November 12, 2015, to unitholders of record at the close of business on November 2, 2015. The third-quarter 2015 Coverage ratio(1) of 1.05 times was based on the quarterly distribution of $0.775 per unit. For the nine-months ended September 30, 2015, the Coverage ratio(1) of 1.13 times was based on a year-to-date distribution of $2.250 per unit.
Total throughput attributable to WES for natural gas assets for the third quarter of 2015 averaged 3.8 Bcf/d, which was 7% below the prior quarter and 7% above the third quarter of 2014. Approximately 44% of the sequential decline in throughput was due to the sale of the Dew and Pinnacle systems in July. Total throughput for crude/NGL assets for the third quarter of 2015 averaged 145 MBbls/d, which was 8% above the prior quarter and 5% above the third quarter of 2014.





                                                                                                                                                                                    
(1) The $77.2 million net gain from the sale of the Dew and Pinnacle systems is included in Net income available to limited partners, but is excluded from Adjusted EBITDA and Distributable cash flow. Please see the tables at the end of this release for a reconciliation of non-GAAP to GAAP measures and calculation of the Coverage ratio.

1



“Despite scheduled and unscheduled downtime at our DBM complex and Lancaster plant, the quarter was in line with our expectations and we are raising the mid-point of our full-year Adjusted EBITDA outlook,” said Chief Executive Officer, Don Sinclair. “We continue to be encouraged by the consistent activity in the Delaware Basin, and I am pleased to announce that our Board has approved the construction of an additional 200MMcf/d processing train at our DBM complex. We currently expect this new train to be operational in mid-2017, but have built in the flexibility to accelerate this timing if needed.”
Capital expenditures attributable to WES, including equity investments but excluding acquisitions, totaled $136.4 million on a cash basis and $128.5 million on an accrual basis, during the third quarter of 2015. Maintenance capital expenditures on a cash basis were $13.7 million, or 7% of Adjusted EBITDA(1). The Partnership narrowed its outlook ranges for full-year Adjusted EBITDA, total capital expenditures (including equity investments but excluding acquisitions) and maintenance capital expenditures to $745 million to $770 million, $580 million to $620 million, and 7% to 9% of Adjusted EBITDA, respectively. The Partnership also announced that it intends to extend the DJ Basin and Hugoton commodity price swap agreements through December 31, 2016, with such extensions to be executed before the end of 2015.
WESTERN GAS EQUITY PARTNERS, LP
WGP indirectly owns the entire general partner interest in WES, 100% of the incentive distribution rights in WES and 49,296,205 WES common units. Net income available to limited partners(1) for the third quarter of 2015 totaled $88.3 million, or $0.40 per common unit (diluted).
WGP previously declared a quarterly distribution of $0.38125 per unit for the third quarter of 2015. This distribution represented a 5% increase over the prior quarter’s distribution and a 31% increase over the third-quarter 2014 distribution of $0.29125. The distribution will be paid on November 20, 2015, to unitholders of record at the close of business on November 2, 2015. WGP will receive distributions from WES of $84.7 million attributable to the third quarter and will pay $83.5 million in distributions for the same period.










                                                                                                                                                                                    
(1) The $77.2 million net gain from the sale of the Dew and Pinnacle systems is included in Net income available to limited partners, but is excluded from Adjusted EBITDA and Distributable cash flow. Please see the tables at the end of this release for a reconciliation of non-GAAP to GAAP measures and calculation of the Coverage ratio.

2



CONFERENCE CALL TOMORROW AT 11 A.M. CDT
WES and WGP will host a joint conference call on Thursday, October 29, 2015, at 11:00 a.m. Central Daylight Time (12:00 p.m. Eastern Daylight Time) to discuss third-quarter 2015 results. Individuals who would like to participate should dial 866-777-2509 (Domestic) or 412-317-5413 (International) approximately 15 minutes before the scheduled conference call time. Pre-registration is available through the investor relations page at www.westerngas.com. Pre-registrants will be issued a personal identification number to use when dialing in to the live conference call, which will enable the participant to bypass the operator and gain immediate access to the call. To access the live audio webcast of the conference call, please visit the investor relations section of the Partnership’s website at www.westerngas.com. A replay of the conference call will also be available on the website for two weeks following the call. Simultaneously with the issuance of this press release, the slide presentation to accompany the earnings call has been posted to the investor relations page of the Western Gas website.
Western Gas Partners, LP (“WES”) is a growth-oriented Delaware master limited partnership formed by Anadarko Petroleum Corporation to acquire, own, develop and operate midstream energy assets. With midstream assets located in the Rocky Mountains, the Mid-Continent, North-central Pennsylvania and Texas, WES is engaged in the business of gathering, processing, compressing, treating and transporting natural gas, condensate, natural gas liquids and crude oil for Anadarko, as well as for other producers and customers.
Western Gas Equity Partners, LP (“WGP”) is a Delaware master limited partnership formed by Anadarko to own the following types of interests in WES: (i) the general partner interest and all of the incentive distribution rights in WES, both owned through WGP’s 100% ownership of WES’s general partner, and (ii) a significant limited partner interest in WES.


3



For more information about Western Gas Partners, LP and Western Gas Equity Partners, LP, please visit www.westerngas.com.

This news release contains forward-looking statements. Western Gas Partners and Western Gas Equity Partners believe that their expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove to have been correct. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this news release. These factors include the ability to meet financial guidance or distribution growth expectations; the ability to safely and efficiently operate WES’s assets; the ability to obtain new sources of natural gas supplies; the effect of fluctuations in commodity prices and the demand for natural gas and related products; the ability to meet projected in-service dates for capital growth projects; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” sections of WES’s and WGP’s most recent Forms 10-K and Forms 10-Q filed with the Securities and Exchange Commission and in their other public filings and press releases. Western Gas Partners and Western Gas Equity Partners undertake no obligation to publicly update or revise any forward-looking statements.

# # #

WESTERN GAS CONTACT
Benjamin Fink, CFA
SVP, Chief Financial Officer and Treasurer
832.636.6010
benjamin.fink@westerngas.com


4



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures

Below are reconciliations of (i) WES’s Distributable cash flow (non-GAAP) to net income attributable to Western Gas Partners, LP (GAAP), (ii) Adjusted EBITDA attributable to Western Gas Partners, LP (“Adjusted EBITDA”) (non-GAAP) to net income attributable to Western Gas Partners, LP (GAAP) and to net cash provided by operating activities (GAAP), and (iii) Adjusted gross margin attributable to Western Gas Partners, LP (“Adjusted gross margin”) (non-GAAP) to operating income (GAAP), as required under Regulation G of the Securities Exchange Act of 1934. Management believes that WES’s Distributable cash flow, Adjusted EBITDA, Adjusted gross margin, and Coverage ratio are widely accepted financial indicators of WES’s financial performance compared to other publicly traded partnerships and are useful in assessing its ability to incur and service debt, fund capital expenditures and make distributions. Distributable cash flow, Adjusted EBITDA, Adjusted gross margin and Coverage ratio, as defined by WES, may not be comparable to similarly titled measures used by other companies. Therefore, WES’s Distributable cash flow, Adjusted EBITDA, Adjusted gross margin and Coverage ratio should be considered in conjunction with net income and other applicable performance measures, such as operating income or cash flows from operating activities.

Distributable Cash Flow

WES defines Distributable cash flow as Adjusted EBITDA, plus interest income and the net settlement amounts from the sale and/or purchase of natural gas, drip condensate and NGLs under our commodity price swap agreements to the extent such amounts are not recognized as Adjusted EBITDA, less net cash paid for interest expense (including amortization of deferred debt issuance costs originally paid in cash, offset by non-cash capitalized interest), maintenance capital expenditures, and income taxes.
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands except Coverage ratio
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Reconciliation of Net income attributable to Western Gas Partners, LP to Distributable cash flow and calculation of the Coverage ratio
 
 
 
 
 
 
 
 
Net income attributable to Western Gas Partners, LP
 
$
161,306

 
$
109,159

 
$
355,396

 
$
299,382

Add:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
25,482

 
20,807

 
73,054

 
57,448

Non-cash equity-based compensation expense
 
1,148

 
1,034

 
3,423

 
3,188

Interest expense, net (non-cash settled) (2)
 
4,310

 

 
9,920

 

Income tax (benefit) expense
 
1,661

 
3,891

 
4,305

 
8,199

Depreciation, amortization and impairments (3)
 
65,035

 
46,631

 
199,990

 
132,741

Above-market component of swap extensions with Anadarko
 
7,916

 

 
7,916

 

Less:
 
 
 
 
 
 
 
 
Gain on divestiture, net
 
77,244

 

 
77,244

 

Equity income, net
 
21,976

 
19,063

 
59,137

 
41,322

Cash paid for maintenance capital expenditures (3)
 
13,695

 
12,561

 
36,589

 
35,554

Capitalized interest
 
1,039

 
1,900

 
6,826

 
7,347

Cash paid for (reimbursement of) income taxes
 

 

 
(138
)
 
(340
)
Other income (3) (4)
 
82

 
94

 
219

 
251

Distributable cash flow
 
$
152,822

 
$
147,904

 
$
474,127

 
$
416,824

Distributions declared (5)
 
 
 
 
 
 
 
 
Limited partners
 
$
99,645

 
 
 
$
289,215

 
 
General partner
 
46,515

 
 
 
129,884

 
 
Total
 
$
146,160

 
 
 
$
419,099

 
 
Coverage ratio
 
1.05

x
 
 
1.13

x
 
 
(1) 
In March 2015, WES acquired Anadarko’s interest in Delaware Basin JV Gathering LLC, which owns a 50% interest in a gathering system and related facilities (the “DBJV system”). WES will make a cash payment on March 1, 2020, to Anadarko as consideration for the acquisition. The net present value of this future obligation has been recorded on the consolidated balance sheet under Deferred purchase price obligation - Anadarko. Financial information has been recast to include the financial position and results attributable to the DBJV system.
(2) 
Includes accretion expense related to the Deferred purchase price obligation - Anadarko associated with the acquisition of DBJV.
(3) 
Includes WES’s 75% share of depreciation, amortization and impairments; cash paid for maintenance capital expenditures; and other income attributable to Chipeta.
(4) 
Excludes income of zero for each of the three months ended September 30, 2015 and 2014, and zero and $0.5 million for the nine months ended September 30, 2015 and 2014, respectively, related to a component of a gas processing agreement accounted for as a capital lease.
(5) 
Reflects cash distributions of $0.775 and $2.250 per unit declared for the three and nine months ended September 30, 2015, respectively.

5



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures, continued

Adjusted EBITDA Attributable to Western Gas Partners, LP

WES defines Adjusted EBITDA as net income (loss) attributable to Western Gas Partners, LP, plus distributions from equity investees, non-cash equity-based compensation expense, interest expense, income tax expense, depreciation, amortization and impairments, and other expense, less gain on divestiture, income from equity investments, interest income, income tax benefit and other income.
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Reconciliation of Net income attributable to Western Gas Partners, LP to Adjusted EBITDA attributable to Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net income attributable to Western Gas Partners, LP
 
$
161,306

 
$
109,159

 
$
355,396

 
$
299,382

Add:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
25,482

 
20,807

 
73,054

 
57,448

Non-cash equity-based compensation expense
 
1,148

 
1,034

 
3,423

 
3,188

Interest expense
 
31,773

 
20,878

 
82,337

 
55,703

Income tax expense
 
1,661

 
3,891

 
6,121

 
8,199

Depreciation, amortization and impairments (2)
 
65,035

 
46,631

 
199,990

 
132,741

Less:
 
 
 
 
 
 
 
 
Gain on divestiture, net
 
77,244

 

 
77,244

 

Equity income, net
 
21,976

 
19,063

 
59,137

 
41,322

Interest income – affiliates
 
4,225

 
4,225

 
12,675

 
12,675

Other income (2) (3)
 
82

 
94

 
219

 
251

Income tax benefit
 

 

 
1,816

 

Adjusted EBITDA attributable to Western Gas Partners, LP
 
$
182,878

 
$
179,018

 
$
569,230

 
$
502,413

 
Reconciliation of Adjusted EBITDA attributable to Western Gas Partners, LP to Net cash provided by operating activities
 
 
 
 
 
 
 
 
Adjusted EBITDA attributable to Western Gas Partners, LP
 
$
182,878

 
$
179,018

 
$
569,230

 
$
502,413

Adjusted EBITDA attributable to noncontrolling interest
 
2,838

 
4,506

 
10,173

 
12,922

Interest income (expense), net
 
(27,548
)
 
(16,653
)
 
(69,662
)
 
(43,028
)
Uncontributed cash-based compensation awards
 
(21
)
 
(11
)
 
(166
)
 
22

Accretion and amortization of long-term obligations, net
 
5,226

 
687

 
12,296

 
2,045

Current income tax benefit (expense)
 
(493
)
 
(2,085
)
 
(1,312
)
 
(4,175
)
Other income (expense), net (3)
 
85

 
97

 
227

 
260

Distributions from equity investments in excess of cumulative earnings
 
(3,871
)
 
(4,539
)
 
(12,409
)
 
(14,387
)
Changes in operating working capital:
 
 
 
 
 
 
 
 
Accounts receivable, net
 
22,031

 
(28,799
)
 
(24,104
)
 
(52,659
)
Accounts and natural gas imbalance payables and accrued liabilities, net
 
15,669

 
31,540

 
15,952

 
35,807

Other
 
147

 
(2,602
)
 
(1,817
)
 
1,645

Net cash provided by operating activities
 
$
196,941

 
$
161,159

 
$
498,408

 
$
440,865

Cash flow information of Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
 
 
 
 
$
498,408

 
$
440,865

Net cash used in investing activities
 
 
 
 
 
$
(337,989
)
 
$
(950,282
)
Net cash provided by (used in) financing activities
 
 
 
 
 
$
(154,273
)
 
$
476,526

  
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.
(2) 
Includes WES’s 75% share of depreciation, amortization and impairments; and other income attributable to Chipeta.
(3) 
Excludes income of zero for each of the three months ended September 30, 2015 and 2014, and zero and $0.5 million for the nine months ended September 30, 2015 and 2014, respectively, related to a component of a gas processing agreement accounted for as a capital lease.

6



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures, continued

Adjusted gross margin attributable to Western Gas Partners, LP

WES defines Adjusted gross margin as total revenues and other less reimbursements for electricity-related expenses recorded as revenue, and cost of product, plus distributions from equity investees and excluding the noncontrolling interest owner’s proportionate share of revenue and cost of product.
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Reconciliation of Adjusted gross margin attributable to Western Gas Partners, LP to Operating income
 
 
 
 
 
 
 
 
Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets
 
$
240,210

 
$
228,112

 
$
729,404

 
$
646,796

Adjusted gross margin for crude/NGL assets
 
23,507

 
19,396

 
65,709

 
51,692

Adjusted gross margin attributable to Western Gas Partners, LP
 
$
263,717

 
$
247,508

 
$
795,113

 
$
698,488

Adjusted gross margin attributable to noncontrolling interest
 
$
3,753

 
$
5,582

 
$
13,222

 
$
15,611

Gain on divestiture, net
 
77,244

 

 
77,244

 

Equity income, net
 
21,976

 
19,063

 
59,137

 
41,322

Reimbursed electricity-related charges recorded as revenues
 
15,392

 
12,021

 
40,423

 
28,574

Less:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
25,482

 
20,807

 
73,054

 
57,448

Operation and maintenance
 
80,633

 
67,489

 
218,640

 
184,023

General and administrative
 
9,318

 
8,339

 
28,497

 
25,688

Property and other taxes
 
8,343

 
6,793

 
25,641

 
21,343

Depreciation, amortization and impairments
 
65,688

 
47,277

 
201,941

 
134,667

Operating income
 
$
192,618


$
133,469


$
437,366


$
360,826

  
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.


7



Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands except per-unit amounts
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Revenues and other
 
 
 
 
 
 
 
 
Gathering, processing and transportation of natural gas and natural gas liquids
 
$
235,638

 
$
195,825

 
$
698,748

 
$
542,760

Natural gas, natural gas liquids and drip condensate sales
 
147,000

 
153,672

 
486,874

 
461,740

Other
 
2,463

 
8,024

 
4,460

 
11,651

Total revenues and other
 
385,101

 
357,521

 
1,190,082

 
1,016,151

Equity income, net
 
21,976

 
19,063

 
59,137

 
41,322

Operating expenses
 
 
 
 
 
 
 
 
Cost of product
 
127,721

 
113,217

 
414,378

 
330,926

Operation and maintenance
 
80,633

 
67,489

 
218,640

 
184,023

General and administrative
 
9,318

 
8,339

 
28,497

 
25,688

Property and other taxes
 
8,343

 
6,793

 
25,641

 
21,343

Depreciation, amortization and impairments
 
65,688

 
47,277

 
201,941

 
134,667

Total operating expenses
 
291,703

 
243,115

 
889,097

 
696,647

Gain on divestiture, net
 
77,244

 

 
77,244

 

Operating income
 
192,618


133,469


437,366


360,826

Interest income  affiliates
 
4,225

 
4,225

 
12,675

 
12,675

Interest expense
 
(31,773
)
 
(20,878
)
 
(82,337
)
 
(55,703
)
Other income (expense), net
 
85

 
97

 
227

 
788

Income before income taxes
 
165,155

 
116,913

 
367,931

 
318,586

Income tax (benefit) expense
 
1,661

 
3,891

 
4,305

 
8,199

Net income
 
163,494

 
113,022

 
363,626

 
310,387

Net income attributable to noncontrolling interest
 
2,188

 
3,863

 
8,230

 
11,005

Net income attributable to Western Gas Partners, LP
 
$
161,306

 
$
109,159

 
$
355,396

 
$
299,382

Limited partners’ interest in net income:
 
 
 
 
 
 
 
 
Net income attributable to Western Gas Partners, LP
 
$
161,306

 
$
109,159

 
$
355,396

 
$
299,382

Pre-acquisition net (income) loss allocated to Anadarko
 

 
(6,482
)
 
(1,742
)
 
(13,282
)
General partner interest in net (income) loss
 
(50,213
)
 
(31,058
)
 
(138,121
)
 
(83,939
)
Limited partners’ interest in net income
 
$
111,093

 
$
71,619

 
$
215,533

 
$
202,161

Net income per common unit – basic
 
$
0.77

 
$
0.60

 
$
1.46

 
$
1.71

Net income per common unit – diluted
 
0.77

 
0.60

 
1.46

 
1.71

Weighted-average common units outstanding – basic
 
128,575

 
119,068

 
128,267

 
118,326

Weighted-average common units outstanding – diluted
 
139,736

 
119,068

 
139,309

 
118,326

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.


8



Western Gas Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
thousands except number of units
 
September 30,
2015
 
December 31, 2014 (1)
Current assets
 
$
235,137

 
$
186,364

Note receivable  Anadarko
 
260,000

 
260,000

Net property, plant and equipment
 
4,789,922

 
4,571,443

Other assets
 
1,887,273

 
1,936,725

Total assets
 
$
7,172,332

 
$
6,954,532

Current liabilities
 
$
222,826

 
$
239,833

Long-term debt
 
2,587,189

 
2,422,954

Asset retirement obligations and other
 
126,459

 
157,370

Deferred purchase price obligation  Anadarko
 
184,196

 

Total liabilities
 
$
3,120,670

 
$
2,820,157

Equity and partners’ capital
 
 
 
 
Common units (128,574,646 and 127,695,130 units issued and outstanding at September 30, 2015, and December 31, 2014, respectively)
 
$
3,115,480

 
$
3,119,714

Class C units (11,230,814 and 10,913,853 units issued and outstanding at September 30, 2015, and December 31, 2014, respectively)
 
744,840

 
716,957

General partner units (2,583,068 units issued and outstanding at September 30, 2015, and December 31, 2014)
 
123,792

 
105,725

Net investment by Anadarko
 

 
122,509

Noncontrolling interest
 
67,550

 
69,470

Total liabilities, equity and partners’ capital
 
$
7,172,332

 
$
6,954,532

(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.

9



Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Nine Months Ended 
 September 30,
thousands
 
2015
 
2014 (1)
Cash flows from operating activities
 
 
 
 
Net income
 
$
363,626

 
$
310,387

Adjustments to reconcile net income to net cash provided by operating activities and changes in working capital:
 
 
 
 
Depreciation, amortization and impairments
 
201,941

 
134,667

Gain on divestiture, net
 
(77,244
)
 

Change in other items, net
 
10,085

 
(4,189
)
Net cash provided by operating activities
 
498,408

 
440,865

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
$
(473,394
)
 
$
(529,197
)
Contributions in aid of construction costs from affiliates
 

 
183

Acquisitions from affiliates
 
(12,131
)
 
(372,393
)
Acquisitions from third parties
 
(3,514
)
 

Investments in equity affiliates
 
(9,052
)
 
(63,267
)
Distributions from equity investments in excess of cumulative earnings
 
12,409

 
14,387

Proceeds from the sale of assets to affiliates
 
700

 

Proceeds from the sale of assets to third parties
 
146,993

 
5

Net cash used in investing activities
 
(337,989
)
 
(950,282
)
Cash flows from financing activities
 
 
 
 
Borrowings, net of debt issuance costs
 
$
769,606

 
$
1,136,878

Repayments of debt
 
(610,000
)
 
(480,000
)
Increase (decrease) in outstanding checks
 
(1,482
)
 
2,908

Proceeds from the issuance of common and general partner units, net of offering expenses
 
57,353

 
101,502

Distributions to unitholders
 
(398,983
)
 
(297,013
)
Distributions to noncontrolling interest owner
 
(10,150
)
 
(11,349
)
Net contributions from Anadarko
 
31,467

 
23,600

Above-market component of swap extensions with Anadarko
 
7,916

 

Net cash provided by (used in) financing activities
 
(154,273
)
 
476,526

Net increase (decrease) in cash and cash equivalents
 
6,146

 
(32,891
)
Cash and cash equivalents at beginning of period
 
67,054

 
100,728

Cash and cash equivalents at end of period
 
$
73,200

 
$
67,837

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.





10



Western Gas Partners, LP
OPERATING STATISTICS
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
MMcf/d except throughput measured in barrels and per-unit amounts
 
2015
 
2014 (1)
 
2015
 
2014 (1)
 
 
 
 
 
 
 
 
 
Throughput for natural gas assets
 
 
 
 
 
 
 
 
Gathering, treating and transportation
 
1,401

 
1,581

 
1,552

 
1,634

Processing
 
2,327

 
1,936

 
2,351

 
1,903

Equity investment (2)
 
177

 
175

 
171

 
171

Total throughput for natural gas assets
 
3,905

 
3,692

 
4,074

 
3,708

Throughput attributable to noncontrolling interest for natural gas assets
 
126

 
165

 
149

 
169

Total throughput attributable to Western Gas Partners, LP for natural gas assets (3)
 
3,779

 
3,527

 
3,925

 
3,539

Total throughput (MBbls/d) for crude/NGL assets (4)
 
145

 
138

 
137

 
111

Adjusted gross margin per Mcf attributable to Western Gas Partners, LP for natural gas assets (5)
 
$
0.69

 
$
0.70

 
$
0.68

 
$
0.67

Adjusted gross margin per Bbl for crude/NGL assets (6)
 
$
1.76

 
$
1.53

 
$
1.76

 
$
1.71

   
(1) 
Throughput has been recast to include throughput attributable to the DBJV system.
(2) 
Represents WES’s 14.81% share of average Fort Union and 22% share of average Rendezvous throughput. Excludes equity investment throughput measured in barrels (captured in “Total throughput (MBbls/d) for crude/NGL assets” as noted below).
(3) 
Includes affiliate, third-party and equity investment throughput (as equity investment throughput is defined in the above footnote), excluding the noncontrolling interest owner’s proportionate share of throughput.
(4) 
Represents total throughput measured in barrels, consisting of throughput from WES’s Chipeta NGL pipeline, WES’s 10% share of average White Cliffs throughput, WES’s 25% share of average Mont Belvieu JV throughput, WES’s 20% share of average TEG and TEP throughput and WES’s 33.33% share of average FRP throughput.
(5) 
Average for period. Calculated as Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets (total revenues and other for natural gas assets less reimbursements for electricity-related expenses recorded as revenue, and cost of product for natural gas assets plus distributions from WES’s equity investments in Fort Union and Rendezvous, and excluding the noncontrolling interest owners’ proportionate share of revenue and cost of product) divided by total throughput (MMcf/d) attributable to Western Gas Partners, LP for natural gas assets.
(6) 
Average for period. Calculated as Adjusted gross margin for crude/NGL assets (total revenues and other for crude/NGL assets less reimbursements for electricity-related expenses recorded as revenue, and cost of product for crude/NGL assets plus distributions from WES’s equity investments in White Cliffs, the Mont Belvieu JV, TEG, TEP and FRP), divided by total throughput (MBbls/d) for crude/NGL assets.


11



Western Gas Equity Partners, LP
CALCULATION OF CASH AVAILABLE FOR DISTRIBUTION
(Unaudited)
 
Three Months Ended
thousands except per-unit amount and Coverage ratio
September 30, 2015
Distributions declared by Western Gas Partners, LP:
 
General partner interest
$
2,879

Incentive distribution rights
43,637

Common units held by WGP
38,205

Less:
 
Public company general and administrative expense
741

Cash available for distribution
$
83,980

Declared distribution per common unit
$
0.38125

Distributions declared by Western Gas Equity Partners, LP
$
83,461

Coverage ratio
1.01
x


12



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands except per-unit amounts
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Revenues and other
 
 
 
 
 
 
 
 
Gathering, processing and transportation of natural gas and natural gas liquids
 
$
235,638

 
$
195,825

 
$
698,748

 
$
542,760

Natural gas, natural gas liquids and drip condensate sales
 
147,000

 
153,672

 
486,874

 
461,740

Other
 
2,463

 
8,024

 
4,460

 
11,651

Total revenues and other
 
385,101

 
357,521

 
1,190,082

 
1,016,151

Equity income, net
 
21,976

 
19,063

 
59,137

 
41,322

Operating expenses
 
 
 
 
 
 
 
 
Cost of product
 
127,721

 
113,217

 
414,378

 
330,926

Operation and maintenance
 
80,633

 
67,489

 
218,640

 
184,023

General and administrative
 
10,059

 
9,116

 
30,848

 
28,193

Property and other taxes
 
8,355

 
6,793

 
25,679

 
21,343

Depreciation, amortization and impairments
 
65,688

 
47,277

 
201,941

 
134,667

Total operating expenses
 
292,456

 
243,892

 
891,486

 
699,152

Gain on divestiture, net
 
77,244

 

 
77,244

 

Operating income
 
191,865


132,692


434,977


358,321

Interest income  affiliates
 
4,225

 
4,225

 
12,675

 
12,675

Interest expense
 
(31,773
)
 
(20,878
)
 
(82,339
)
 
(55,703
)
Other income (expense), net
 
96

 
118

 
256

 
849

Income before income taxes
 
164,413

 
116,157

 
365,569

 
316,142

Income tax (benefit) expense
 
1,661

 
3,891

 
4,305

 
8,199

Net income
 
162,752

 
112,266

 
361,264

 
307,943

Net income attributable to noncontrolling interests
 
74,468

 
45,832

 
148,156

 
128,958

Net income attributable to Western Gas Equity Partners, LP
 
$
88,284

 
$
66,434

 
$
213,108

 
$
178,985

Limited partners’ interest in net income: 
 
 
 
 
 
 
 
 
Net income attributable to Western Gas Equity Partners, LP
 
$
88,284

 
$
66,434

 
$
213,108

 
$
178,985

Pre-acquisition net (income) loss allocated to Anadarko
 

 
(6,482
)
 
(1,742
)
 
(13,282
)
Limited partners’ interest in net income
 
$
88,284

 
$
59,952

 
$
211,366

 
$
165,703

Net income per common unit – basic and diluted
 
$
0.40

 
$
0.27

 
$
0.97

 
$
0.76

Weighted-average number of common units outstanding – basic and diluted
 
218,914

 
218,903

 
218,912

 
218,903

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.







13



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
thousands except number of units
 
September 30,
2015
 
December 31, 2014 (1)
Current assets
 
$
236,809

 
$
187,073

Note receivable – Anadarko
 
260,000

 
260,000

Net property, plant and equipment
 
4,789,922

 
4,571,443

Other assets
 
1,887,273

 
1,936,725

Total assets
 
$
7,174,004

 
$
6,955,241

Current liabilities
 
$
222,999

 
$
241,058

Long-term debt
 
2,587,189

 
2,422,954

Asset retirement obligations and other
 
126,459

 
157,370

Deferred purchase price obligation  Anadarko
 
184,196

 

Total liabilities
 
$
3,120,843

 
$
2,821,382

Equity and partners’ capital
 
 
 
 
Common units (218,913,688 and 218,909,977 units issued and outstanding at September 30, 2015, and December 31, 2014, respectively)
 
$
1,264,012

 
$
1,260,195

Net investment by Anadarko
 

 
122,509

Noncontrolling interests
 
2,789,149

 
2,751,155

Total liabilities, equity and partners’ capital
 
$
7,174,004

 
$
6,955,241

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.


14



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Nine Months Ended 
 September 30,
thousands
 
2015
 
2014 (1)
Cash flows from operating activities
 
 
 
 
Net income
 
$
361,264

 
$
307,943

Adjustments to reconcile net income to net cash provided by operating activities and changes in working capital:
 
 
 
 
Depreciation, amortization and impairments
 
201,941

 
134,667

Gain on divestiture, net
 
(77,244
)
 

Change in other items, net
 
10,850

 
(4,294
)
Net cash provided by operating activities
 
496,811

 
438,316

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
$
(473,394
)
 
$
(529,197
)
Contributions in aid of construction costs from affiliates
 

 
183

Acquisitions from affiliates
 
(12,131
)
 
(372,393
)
Acquisitions from third parties
 
(3,514
)
 

Investments in equity affiliates
 
(9,052
)
 
(63,267
)
Distributions from equity investments in excess of cumulative earnings
 
12,409

 
14,387

Proceeds from the sale of assets to affiliates
 
700

 

Proceeds from the sale of assets to third parties
 
146,993

 
5

Net cash used in investing activities
 
(337,989
)
 
(950,282
)
Cash flows from financing activities
 
 
 
 
Borrowings, net of debt issuance costs
 
$
769,606

 
$
1,136,878

Repayments of debt
 
(611,150
)
 
(480,000
)
Increase (decrease) in outstanding checks
 
(1,482
)
 
2,908

Proceeds from the issuance of WES common units, net of offering expenses
 
57,353

 
99,035

Distributions to WGP unitholders
 
(223,016
)
 
(164,725
)
Distributions to Chipeta noncontrolling interest owner
 
(10,150
)
 
(11,349
)
Distributions to noncontrolling interest owners of WES
 
(171,737
)
 
(129,247
)
Net contributions from Anadarko
 
31,467

 
23,600

Above-market component of swap extensions with Anadarko
 
7,916

 

Net cash provided by (used in) financing activities
 
(151,193
)
 
477,100

Net increase (decrease) in cash and cash equivalents
 
7,629

 
(34,866
)
Cash and cash equivalents at beginning of period
 
67,213

 
113,085

Cash and cash equivalents at end of period
 
$
74,842

 
$
78,219

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.


15