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Western Midstream Partners LP

For the period ended Dec 31, 2023. Filed Feb 21, 2024.

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FY2023 · Filed Feb 21, 2024

WES$41.14+0.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Reconciliation of Non-GAAP Financial Measures

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

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

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

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

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

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

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

Management compensates for the limitations of Adjusted gross margin, Adjusted EBITDA, and Free cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted gross margin, Adjusted EBITDA, and Free cash flow compared to (as applicable) gross margin, net income (loss), and net cash provided by operating activities, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.

The following tables present (i) a reconciliation of the GAAP financial measure of gross margin to the non-GAAP financial measure of Adjusted gross margin, (ii) a reconciliation of the GAAP financial measures of net income (loss) and net cash provided by operating activities to the non-GAAP financial measure of Adjusted EBITDA, and (iii) a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non-GAAP financial measure of Free cash flow:

Year Ended December 31,
thousands20232022
Reconciliation of Gross margin to Adjusted gross margin
Total revenues and other$3,106,476$3,251,721
Less:
Cost of product164,598420,900
Depreciation and amortization600,668582,365
Gross margin2,341,2102,248,456
Add:
Distributions from equity investments194,273250,050
Depreciation and amortization600,668582,365
Less:
Reimbursed electricity-related charges recorded as revenues102,10981,764
Adjusted gross margin attributable to noncontrolling interests (1)70,19573,632
Adjusted gross margin$2,963,847$2,925,475

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

To facilitate investor and industry analysis, we also discloseper-Mcf Adjusted gross margin for natural-gas assets, per-Bbl Adjusted gross margin for crude-oil and NGLs assets, and per-Bbl Adjusted gross margin for produced-water assets.

Year Ended December 31,
thousands except per-unit amounts20232022
Gross margin
Gross margin for natural-gas assets (1)$1,738,125$1,676,732
Gross margin for crude-oil and NGLs assets (1)368,444346,406
Gross margin for produced-water assets (1)259,541245,274
Per-Mcf Gross margin for natural-gas assets (2)1.041.05
Per-Bbl Gross margin for crude-oil and NGLs assets (2)1.521.38
Per-Bbl Gross margin for produced-water assets (2)0.690.79
Adjusted gross margin
Adjusted gross margin for natural-gas assets$2,067,528$2,031,600
Adjusted gross margin for crude-oil and NGLs assets589,091607,769
Adjusted gross margin for produced-water assets307,228286,106
Per-Mcf Adjusted gross margin for natural-gas assets (3)1.281.32
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets (3)2.482.46
Per-Bbl Adjusted gross margin for produced-water assets (3)0.830.94

(1)Excludes corporate-level depreciation and amortization.

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

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

Year Ended December 31,
thousands20232022
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)$1,048,007$1,251,456
Add:
Distributions from equity investments194,273250,050
Non-cash equity-based compensation expense32,00527,783
Interest expense348,228333,939
Income tax expense4,3854,187
Depreciation and amortization600,668582,365
Impairments52,88420,585
Other expense1,739555
Less:
Gain (loss) on divestiture and other, net(10,102)103,676
Gain (loss) on early extinguishment of debt15,37891
Equity income, net – related parties152,959183,483
Other income6,9761,648
Adjusted EBITDA attributable to noncontrolling interests (1)48,34554,049
Adjusted EBITDA$2,068,633$2,127,973
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$1,661,334$1,701,426
Interest (income) expense, net348,228333,939
Accretion and amortization of long-term obligations, net(8,151)(7,142)
Current income tax expense (benefit)3,3412,188
Other (income) expense, net(5,679)(1,603)
Distributions from equity investments in excess of cumulative earnings – related parties39,10463,897
Changes in assets and liabilities:
Accounts receivable, net78,346116,296
Accounts and imbalance payables and accrued liabilities, net68,0197,812
Other items, net(67,564)(34,791)
Adjusted EBITDA attributable to noncontrolling interests (1)(48,345)(54,049)
Adjusted EBITDA$2,068,633$2,127,973
Cash flow information
Net cash provided by operating activities$1,661,334$1,701,426
Net cash used in investing activities(1,607,291)(218,237)
Net cash provided by (used in) financing activities(67,912)(1,398,532)

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

Year Ended December 31,
thousands20232022
Reconciliation of Net cash provided by operating activities to Free cash flow
Net cash provided by operating activities$1,661,334$1,701,426
Less:
Capital expenditures735,080487,228
Contributions to equity investments – related parties1,1539,632
Add:
Distributions from equity investments in excess of cumulative earnings – related parties39,10463,897
Free cash flow$964,205$1,268,463
Cash flow information
Net cash provided by operating activities$1,661,334$1,701,426
Net cash used in investing activities(1,607,291)(218,237)
Net cash provided by (used in) financing activities(67,912)(1,398,532)

Gross margin. Refer to Operating Results within this Item 7 for a discussion of the components of Gross margin as compared to the prior periods, including Service Revenues, Product Sales, Cost of Product (Residue purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).

Gross margin increased by $92.8 million for the year ended December 31, 2023, due to a $256.3 million decrease in cost of product. This amount was offset partially by (i) a $145.2 million decrease in total revenues and other and (ii) an $18.3 million increase in depreciation and amortization.

Net income (loss). Refer to Operating Results within this Item 7 for a discussion of the primary components of Net income (loss) as compared to the prior periods.

Net income (loss) decreased by $203.4 million for the year ended December 31, 2023, primarily due to (i) a $145.2 million decrease in total revenues and other, (ii) a $113.8 million decrease in gain (loss) on divestiture and other, net, (iii) a $30.5 million decrease in equity income, net – related parties, and (iv) a $14.3 million increase in interest expense. These amounts were offset partially by (i) an $81.2 million decrease in total operating expenses and (ii) a $15.3 million increase in gain (loss) on early extinguishment of debt.

Net cash provided by operating activities. Refer to Historical cash flow within this Item 7 for a discussion of the primary components of Net cash provided by operating activities as compared to the prior periods.

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