þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-1075808
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1201 Lake Robbins Drive
The Woodlands, Texas
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77380
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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(Do not check if a smaller reporting company)
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PAGE
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PART I
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 1.
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Item 1A.
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Item 2.
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Item 5.
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Item 6.
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
thousands except per-unit amounts
|
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2017
|
|
2016
|
|
2017
|
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2016
|
||||||||
Revenues and other – affiliates
|
|
|
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||||||||
Gathering, processing and transportation
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$
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154,984
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|
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$
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186,733
|
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$
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327,298
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$
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374,451
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Natural gas and natural gas liquids sales
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161,329
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115,672
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304,170
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200,538
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||||
Total revenues and other – affiliates
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316,313
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302,405
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631,468
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|
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574,989
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||||
Revenues and other – third parties
|
|
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||||||||
Gathering, processing and transportation
|
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144,451
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114,403
|
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279,951
|
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220,689
|
|
||||
Natural gas and natural gas liquids sales
|
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63,495
|
|
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11,321
|
|
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127,179
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|
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15,011
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||||
Other
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1,191
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|
|
535
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3,045
|
|
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1,116
|
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||||
Total revenues and other – third parties
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209,137
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126,259
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410,175
|
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236,816
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||||
Total revenues and other
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525,450
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428,664
|
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1,041,643
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811,805
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||||
Equity income, net – affiliates
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21,728
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19,693
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41,189
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36,507
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||||
Operating expenses
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||||||||
Cost of product
(1)
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203,277
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104,849
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392,636
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181,316
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Operation and maintenance
(1)
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76,148
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75,173
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149,908
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151,386
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General and administrative
(1)
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10,585
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10,883
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23,244
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22,160
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Property and other taxes
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11,924
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12,078
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24,218
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22,428
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Depreciation and amortization
|
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74,031
|
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67,305
|
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143,733
|
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132,400
|
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||||
Impairments
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3,178
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2,403
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167,920
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8,921
|
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||||
Total operating expenses
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379,143
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272,691
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901,659
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518,611
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||||
Gain (loss) on divestiture and other, net
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15,458
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(1,907
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)
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134,945
|
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(2,539
|
)
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||||
Proceeds from business interruption insurance claims
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24,115
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2,603
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29,882
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2,603
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||||
Operating income (loss)
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207,608
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176,362
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346,000
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329,765
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Interest income – affiliates
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4,225
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4,225
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8,450
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8,450
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Interest expense
(2)
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(35,746
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)
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(12,883
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)
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(71,250
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)
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(44,919
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)
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Other income (expense), net
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253
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(53
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)
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683
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71
|
|
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Income (loss) before income taxes
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176,340
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167,651
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283,883
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293,367
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Income tax (benefit) expense
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843
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|
326
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4,395
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6,959
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Net income (loss)
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175,497
|
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167,325
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279,488
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286,408
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Net income attributable to noncontrolling interest
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2,046
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2,804
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4,148
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5,827
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||||
Net income (loss) attributable to Western Gas Partners, LP
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$
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173,451
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$
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164,521
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$
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275,340
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$
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280,581
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Limited partners’ interest in net income (loss):
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Net income (loss) attributable to Western Gas Partners, LP
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$
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173,451
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$
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164,521
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$
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275,340
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$
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280,581
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Pre-acquisition net (income) loss allocated to Anadarko
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—
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—
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—
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(11,326
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)
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Series A Preferred units interest in net (income) loss
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(14,199
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)
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(23,121
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)
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(42,373
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)
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(25,450
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)
|
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General partner interest in net (income) loss
(3)
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(76,365
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)
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(58,381
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)
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(144,527
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)
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(113,781
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)
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Common and Class C limited partners’ interest in net income (loss)
(3)
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82,887
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83,019
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88,440
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130,024
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||||
Net income (loss) per common unit – basic and diluted
(4)
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$
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0.49
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$
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0.55
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$
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0.53
|
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$
|
0.86
|
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(1)
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Cost of product includes product purchases from Anadarko (as defined in
Note 1
) of
$21.6 million
and
$37.6 million
for the
three and six months ended June 30, 2017
, respectively, and
$22.1 million
and
$46.7 million
for the
three and six months ended June 30, 2016
, respectively. Operation and maintenance includes charges from Anadarko of
$18.5 million
and
$35.6 million
for the
three and six months ended June 30, 2017
, respectively, and
$17.7 million
and
$35.6 million
for the
three and six months ended June 30, 2016
, respectively. General and administrative includes charges from Anadarko of
$9.4 million
and
$18.9 million
for the
three and six months ended June 30, 2017
, respectively, and
$9.2 million
and
$18.1 million
for the
three and six months ended June 30, 2016
, respectively. See
Note 5
.
|
(2)
|
Includes affiliate (as defined in
Note 1
) amounts of
zero
and
$(0.1) million
for the
three and six months ended June 30, 2017
, respectively, and
$15.5 million
and
$10.9 million
for the
three and six months ended June 30, 2016
, respectively. See
Note 2
and
Note 9
.
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(3)
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Represents net income (loss) earned on and subsequent to the date of acquisition of the Partnership assets (as defined in
Note 1
). See
Note 4
.
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(4)
|
See
Note 4
for the calculation of net income (loss) per common unit.
|
thousands except number of units
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
188,197
|
|
|
$
|
357,925
|
|
Accounts receivable, net
(1)
|
|
136,444
|
|
|
223,223
|
|
||
Other current assets
|
|
10,161
|
|
|
12,866
|
|
||
Total current assets
|
|
334,802
|
|
|
594,014
|
|
||
Note receivable – Anadarko
|
|
260,000
|
|
|
260,000
|
|
||
Property, plant and equipment
|
|
|
|
|
||||
Cost
|
|
7,354,782
|
|
|
6,861,942
|
|
||
Less accumulated depreciation
|
|
2,006,988
|
|
|
1,812,010
|
|
||
Net property, plant and equipment
|
|
5,347,794
|
|
|
5,049,932
|
|
||
Goodwill
|
|
417,610
|
|
|
417,610
|
|
||
Other intangible assets
|
|
789,483
|
|
|
803,698
|
|
||
Equity investments
|
|
581,151
|
|
|
594,208
|
|
||
Other assets
|
|
14,875
|
|
|
13,566
|
|
||
Total assets
|
|
$
|
7,745,715
|
|
|
$
|
7,733,028
|
|
LIABILITIES, EQUITY AND PARTNERS’ CAPITAL
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts and imbalance payables
(2)
|
|
$
|
198,496
|
|
|
$
|
247,076
|
|
Accrued ad valorem taxes
|
|
22,059
|
|
|
23,121
|
|
||
Accrued liabilities
(3)
|
|
56,840
|
|
|
45,108
|
|
||
Total current liabilities
|
|
277,395
|
|
|
315,305
|
|
||
Long-term debt
|
|
3,253,065
|
|
|
3,091,461
|
|
||
Deferred income taxes
|
|
10,169
|
|
|
6,402
|
|
||
Asset retirement obligations and other
|
|
142,526
|
|
|
142,641
|
|
||
Deferred purchase price obligation – Anadarko
(4)
|
|
—
|
|
|
41,440
|
|
||
Total long-term liabilities
|
|
3,405,760
|
|
|
3,281,944
|
|
||
Total liabilities
|
|
3,683,155
|
|
|
3,597,249
|
|
||
Equity and partners’ capital
|
|
|
|
|
||||
Series A Preferred units (zero and 21,922,831 units issued and outstanding at June 30, 2017, and December 31, 2016, respectively)
(5)
|
|
—
|
|
|
639,545
|
|
||
Common units (152,602,105 and 130,671,970 units issued and outstanding at June 30, 2017, and December 31, 2016, respectively)
|
|
3,070,608
|
|
|
2,536,872
|
|
||
Class C units (12,743,318 and 12,358,123 units issued and outstanding at June 30, 2017, and December 31, 2016, respectively)
(6)
|
|
764,174
|
|
|
750,831
|
|
||
General partner units (2,583,068 units issued and outstanding at June 30, 2017, and December 31, 2016)
|
|
165,442
|
|
|
143,968
|
|
||
Total partners’ capital
|
|
4,000,224
|
|
|
4,071,216
|
|
||
Noncontrolling interest
|
|
62,336
|
|
|
64,563
|
|
||
Total equity and partners’ capital
|
|
4,062,560
|
|
|
4,135,779
|
|
||
Total liabilities, equity and partners’ capital
|
|
$
|
7,745,715
|
|
|
$
|
7,733,028
|
|
(1)
|
Accounts receivable, net includes amounts receivable from affiliates (as defined in
Note 1
) of
$63.0 million
and
$76.6 million
as of
June 30, 2017
, and December 31,
2016
, respectively. Accounts receivable, net as of December 31,
2016
, also includes an insurance claim receivable related to an incident at the DBM complex. See
Note 1
.
|
(2)
|
Accounts and imbalance payables includes affiliate amounts of
$0.2 million
and
zero
as of
June 30, 2017
, and December 31,
2016
, respectively.
|
(3)
|
Accrued liabilities includes affiliate amounts of
$0.3 million
and
zero
as of
June 30, 2017
, and December 31,
2016
, respectively.
|
(4)
|
See
Note 2
.
|
(5)
|
The Series A Preferred units converted into common units on a
one
-for-one basis in 2017. See
Note 4
.
|
(6)
|
The Class C units will convert into common units on a
one
-for-one basis on March 1, 2020, unless the Partnership elects to convert such units earlier or Anadarko extends the conversion date. See
Note 4
.
|
|
|
Partners’ Capital
|
|
|
|
|
||||||||||||||||||||||
thousands
|
|
Net
Investment
by Anadarko
|
|
Common
Units
|
|
Class C
Units
|
|
Series A Preferred Units
|
|
General
Partner
Units
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||||||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
2,536,872
|
|
|
$
|
750,831
|
|
|
$
|
639,545
|
|
|
$
|
143,968
|
|
|
$
|
64,563
|
|
|
$
|
4,135,779
|
|
Net income (loss)
|
|
—
|
|
|
112,818
|
|
|
10,542
|
|
|
7,453
|
|
|
144,527
|
|
|
4,148
|
|
|
279,488
|
|
|||||||
Above-market component of swap agreements with Anadarko
(1)
|
|
—
|
|
|
28,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,670
|
|
|||||||
Conversion of Series A Preferred units into common units
(2)
|
|
—
|
|
|
686,936
|
|
|
—
|
|
|
(686,936
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Amortization of beneficial conversion feature of Class C units and Series A Preferred units
|
|
—
|
|
|
(65,100
|
)
|
|
2,801
|
|
|
62,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interest owner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,375
|
)
|
|
(6,375
|
)
|
|||||||
Distributions to unitholders
|
|
—
|
|
|
(236,307
|
)
|
|
—
|
|
|
(22,361
|
)
|
|
(123,103
|
)
|
|
—
|
|
|
(381,771
|
)
|
|||||||
Acquisitions from affiliates
|
|
(30
|
)
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Revision to Deferred purchase price obligation – Anadarko
(3)
|
|
—
|
|
|
4,165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,165
|
|
|||||||
Contributions of equity-based compensation from Anadarko
|
|
—
|
|
|
2,192
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
2,236
|
|
|||||||
Net pre-acquisition contributions from (distributions to) Anadarko
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||||
Net contributions from (distributions to) Anadarko of other assets
|
|
—
|
|
|
370
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
376
|
|
|||||||
Other
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||||||
Balance at June 30, 2017
|
|
$
|
—
|
|
|
$
|
3,070,608
|
|
|
$
|
764,174
|
|
|
$
|
—
|
|
|
$
|
165,442
|
|
|
$
|
62,336
|
|
|
$
|
4,062,560
|
|
(1)
|
See
Note 5
.
|
(2)
|
See
Note 4
.
|
(3)
|
See
Note 2
.
|
|
|
Six Months Ended June 30,
|
||||||
thousands
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
279,488
|
|
|
$
|
286,408
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
143,733
|
|
|
132,400
|
|
||
Impairments
|
|
167,920
|
|
|
8,921
|
|
||
Non-cash equity-based compensation expense
|
|
2,393
|
|
|
2,391
|
|
||
Deferred income taxes
|
|
3,767
|
|
|
1,980
|
|
||
Accretion and amortization of long-term obligations, net
|
|
2,139
|
|
|
(9,055
|
)
|
||
Equity income, net – affiliates
|
|
(41,189
|
)
|
|
(36,507
|
)
|
||
Distributions from equity investment earnings – affiliates
|
|
42,202
|
|
|
38,519
|
|
||
(Gain) loss on divestiture and other, net
|
|
(134,945
|
)
|
|
2,539
|
|
||
Lower of cost or market inventory adjustments
|
|
140
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
(Increase) decrease in accounts receivable, net
|
|
9,363
|
|
|
(33,242
|
)
|
||
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net
|
|
(41,975
|
)
|
|
(2,227
|
)
|
||
Change in other items, net
|
|
116
|
|
|
1,739
|
|
||
Net cash provided by operating activities
|
|
433,152
|
|
|
393,866
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(260,480
|
)
|
|
(255,923
|
)
|
||
Contributions in aid of construction costs from affiliates
|
|
1,343
|
|
|
3,854
|
|
||
Acquisitions from affiliates
|
|
(3,910
|
)
|
|
(715,199
|
)
|
||
Acquisitions from third parties
|
|
(155,287
|
)
|
|
—
|
|
||
Investments in equity affiliates
|
|
(287
|
)
|
|
139
|
|
||
Distributions from equity investments in excess of cumulative earnings – affiliates
|
|
9,221
|
|
|
10,611
|
|
||
Proceeds from the sale of assets to affiliates
|
|
—
|
|
|
613
|
|
||
Proceeds from the sale of assets to third parties
|
|
23,292
|
|
|
137
|
|
||
Proceeds from property insurance claims
|
|
22,977
|
|
|
2,944
|
|
||
Net cash used in investing activities
|
|
(363,131
|
)
|
|
(952,824
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Borrowings, net of debt issuance costs
|
|
159,989
|
|
|
530,000
|
|
||
Repayments of debt
|
|
—
|
|
|
(290,000
|
)
|
||
Settlement of the Deferred purchase price obligation – Anadarko
(1)
|
|
(37,346
|
)
|
|
—
|
|
||
Increase (decrease) in outstanding checks
|
|
(2,763
|
)
|
|
(1,314
|
)
|
||
Proceeds from the issuance of common units, net of offering expenses
|
|
(183
|
)
|
|
25,000
|
|
||
Proceeds from the issuance of Series A Preferred units, net of offering expenses
|
|
—
|
|
|
686,940
|
|
||
Distributions to unitholders
(2)
|
|
(381,771
|
)
|
|
(313,380
|
)
|
||
Distributions to noncontrolling interest owner
|
|
(6,375
|
)
|
|
(7,460
|
)
|
||
Net contributions from (distributions to) Anadarko
|
|
30
|
|
|
(27,459
|
)
|
||
Above-market component of swap agreements with Anadarko
(2)
|
|
28,670
|
|
|
16,365
|
|
||
Net cash provided by (used in) financing activities
|
|
(239,749
|
)
|
|
618,692
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(169,728
|
)
|
|
59,734
|
|
||
Cash and cash equivalents at beginning of period
|
|
357,925
|
|
|
98,033
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
188,197
|
|
|
$
|
157,767
|
|
Supplemental disclosures
|
|
|
|
|
||||
Accretion expense and revisions to the Deferred purchase price obligation – Anadarko
(1)
|
|
$
|
(4,094
|
)
|
|
$
|
(159,524
|
)
|
Net distributions to (contributions from) Anadarko of other assets
|
|
(376
|
)
|
|
354
|
|
||
Interest paid, net of capitalized interest
|
|
68,396
|
|
|
53,973
|
|
||
Taxes paid (reimbursements received)
|
|
189
|
|
|
67
|
|
||
Accrued capital expenditures
|
|
100,038
|
|
|
70,725
|
|
||
Fair value of properties and equipment from non-cash third party transactions
(1)
|
|
551,453
|
|
|
—
|
|
(1)
|
See
Note 2
.
|
(2)
|
See
Note 5
.
|
|
|
Owned and
Operated
|
|
Operated
Interests
|
|
Non-Operated
Interests
|
|
Equity
Interests
|
||||
Gathering systems
|
|
12
|
|
|
3
|
|
|
3
|
|
|
2
|
|
Treating facilities
|
|
19
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Natural gas processing plants/trains
|
|
19
|
|
|
5
|
|
|
—
|
|
|
2
|
|
NGL pipelines
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Natural gas pipelines
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oil pipelines
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
Percentage Interest
|
|
Equity investments
(1)
|
|
|
|
Fort Union
|
|
14.81
|
%
|
White Cliffs
|
|
10
|
%
|
Rendezvous
|
|
22
|
%
|
Mont Belvieu JV
|
|
25
|
%
|
TEP
|
|
20
|
%
|
TEG
|
|
20
|
%
|
FRP
|
|
33.33
|
%
|
Proportionate consolidation
(2)
|
|
|
|
Marcellus Interest systems
|
|
33.75
|
%
|
Newcastle system
|
|
50
|
%
|
Springfield system
|
|
50.1
|
%
|
Full consolidation
|
|
|
|
Chipeta
(3)
|
|
75
|
%
|
DBJV system
(4)
|
|
100
|
%
|
(1)
|
Investments in non-controlled entities over which the Partnership exercises significant influence are accounted for under the equity method. “Equity investment throughput” refers to the Partnership’s share of average throughput for these investments.
|
(2)
|
The Partnership proportionately consolidates its associated share of the assets, liabilities, revenues and expenses attributable to these assets.
|
(3)
|
The
25%
interest in Chipeta Processing LLC (“Chipeta”) held by a third-party member is reflected within noncontrolling interest in the consolidated financial statements.
|
(4)
|
The Partnership acquired an additional
50%
interest in the DBJV system (the “Additional DBJV System Interest”) from a third party on March 17, 2017. See
Note 2
.
|
thousands except unit and percent amounts
|
|
Acquisition
Date
|
|
Percentage
Acquired |
|
Borrowings
|
|
Cash
On Hand
|
|
Common Units
Issued
|
|
Series A
Preferred Units Issued
|
|||||||
Springfield system
(1)
|
|
03/14/2016
|
|
50.1
|
%
|
|
$
|
247,500
|
|
|
$
|
—
|
|
|
2,089,602
|
|
|
14,030,611
|
|
DBJV system
(2)
|
|
03/17/2017
|
|
50
|
%
|
|
—
|
|
|
155,000
|
|
|
—
|
|
|
—
|
|
(1)
|
The Partnership acquired Springfield Pipeline LLC (“Springfield”) from Anadarko for
$750.0 million
, consisting of
$712.5 million
in cash and the issuance of
1,253,761
of the Partnership’s common units. Springfield owns a
50.1%
interest in an oil gathering system and a gas gathering system, such interest being referred to in this report as the “Springfield interest.” The Springfield oil and gas gathering systems (collectively, the “Springfield system”) are located in Dimmit, La Salle, Maverick and Webb Counties in South Texas. The Partnership financed the cash portion of the acquisition through: (i) borrowings of
$247.5 million
on the Partnership’s senior unsecured revolving credit facility (“RCF”), (ii) the issuance of
835,841
of the Partnership’s common units to WGP and (iii) the issuance of Series A Preferred units to private investors. See
Note 4
for further information regarding the Series A Preferred units.
|
(2)
|
The Partnership acquired the Additional DBJV System Interest from a third party. See
Property exchange
below.
|
|
|
Deferred purchase price obligation - Anadarko
|
|
Estimated future payment obligation
(1)
|
||||
Balance at December 31, 2016
|
|
$
|
41,440
|
|
|
$
|
56,455
|
|
Accretion expense
(2)
|
|
71
|
|
|
|
|||
Revision to Deferred purchase price obligation – Anadarko
(3)
|
|
(4,165
|
)
|
|
|
|||
Balance at March 31, 2017
|
|
37,346
|
|
|
49,694
|
|
||
Settlement of the Deferred purchase price obligation – Anadarko
|
|
(37,346
|
)
|
|
|
|||
Balance at June 30, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Calculated using Level 3 inputs.
|
(2)
|
Accretion expense was recorded as a charge to Interest expense in the consolidated statements of operations.
|
(3)
|
Recorded as revisions within Common units in the consolidated balance sheet and consolidated statement of equity and partners’ capital.
|
thousands except per-unit amounts
Quarters Ended
|
|
Total Quarterly
Distribution
per Unit
|
|
Total Quarterly
Cash Distribution
|
|
Date of
Distribution
|
|||||
2016
|
|
|
|
|
|
|
|||||
March 31
|
|
$
|
0.815
|
|
|
$
|
158,905
|
|
|
May 2016
|
|
June 30
|
|
0.830
|
|
|
162,827
|
|
|
August 2016
|
|||
September 30
|
|
0.845
|
|
|
166,742
|
|
|
November 2016
|
|||
December 31
|
|
0.860
|
|
|
170,657
|
|
|
February 2017
|
|||
2017
|
|
|
|
|
|
|
|||||
March 31
|
|
$
|
0.875
|
|
|
$
|
188,753
|
|
|
May 2017
|
|
June 30
(1)
|
|
0.890
|
|
|
207,491
|
|
|
August 2017
|
(1)
|
The Board of Directors declared a cash distribution to the Partnership’s unitholders for the
second quarter
of
2017
of
$0.890
per unit, or
$207.5 million
in aggregate, including incentive distributions, but excluding distributions on Class C units (see
Class C unit distributions
below). The cash distribution
is payable
on
August 11, 2017
, to unitholders of record at the close of business on
July 31, 2017
.
|
thousands except per-unit amounts
Quarters Ended
|
|
Total Quarterly
Distribution
per Unit
|
|
Total Quarterly
Cash Distribution
|
|
Date of
Distribution
|
|||||
2016
|
|
|
|
|
|
|
|||||
March 31
(1)
|
|
$
|
0.68
|
|
|
$
|
1,887
|
|
|
May 2016
|
|
June 30
(2)
|
|
0.68
|
|
|
14,082
|
|
|
August 2016
|
|||
September 30
|
|
0.68
|
|
|
14,908
|
|
|
November 2016
|
|||
December 31
|
|
0.68
|
|
|
14,908
|
|
|
February 2017
|
|||
2017
|
|
|
|
|
|
|
|||||
March 31
|
|
$
|
0.68
|
|
|
$
|
7,453
|
|
|
May 2017
|
(1)
|
Quarterly per unit distribution prorated for the
18
-day period during which
14,030,611
Series A Preferred units were outstanding during the first quarter of 2016.
|
(2)
|
Full quarterly per unit distribution on 14,030,611 Series A Preferred units and quarterly per unit distribution prorated for the
77
-day period during which
7,892,220
Series A Preferred units were outstanding during the second quarter of 2016.
|
|
|
Common
Units
|
|
Class C
Units
|
|
Series A
Preferred
Units
|
|
General
Partner
Units
|
|
Total
|
|||||
Balance at December 31, 2016
|
|
130,671,970
|
|
|
12,358,123
|
|
|
21,922,831
|
|
|
2,583,068
|
|
|
167,535,992
|
|
PIK Class C units
|
|
—
|
|
|
385,195
|
|
|
—
|
|
|
—
|
|
|
385,195
|
|
Conversion of Series A Preferred units
|
|
21,922,831
|
|
|
—
|
|
|
(21,922,831
|
)
|
|
—
|
|
|
—
|
|
Long-Term Incentive Plan award vestings
|
|
7,304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,304
|
|
Balance at June 30, 2017
|
|
152,602,105
|
|
|
12,743,318
|
|
|
—
|
|
|
2,583,068
|
|
|
167,928,491
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
thousands except per-unit amounts
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss) attributable to Western Gas Partners, LP
|
|
$
|
173,451
|
|
|
$
|
164,521
|
|
|
$
|
275,340
|
|
|
$
|
280,581
|
|
Pre-acquisition net (income) loss allocated to Anadarko
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,326
|
)
|
||||
Series A Preferred units interest in net (income) loss
(1)
|
|
(14,199
|
)
|
|
(23,121
|
)
|
|
(42,373
|
)
|
|
(25,450
|
)
|
||||
General partner interest in net (income) loss
|
|
(76,365
|
)
|
|
(58,381
|
)
|
|
(144,527
|
)
|
|
(113,781
|
)
|
||||
Common and Class C limited partners’ interest in net income (loss)
|
|
$
|
82,887
|
|
|
$
|
83,019
|
|
|
$
|
88,440
|
|
|
$
|
130,024
|
|
Net income (loss) allocable to common units
(1)
|
|
$
|
73,383
|
|
|
$
|
71,622
|
|
|
$
|
75,097
|
|
|
$
|
111,184
|
|
Net income (loss) allocable to Class C units
(1)
|
|
9,504
|
|
|
11,397
|
|
|
13,343
|
|
|
18,840
|
|
||||
Common and Class C limited partners’ interest in net income (loss)
|
|
$
|
82,887
|
|
|
$
|
83,019
|
|
|
$
|
88,440
|
|
|
$
|
130,024
|
|
Net income (loss) per unit
|
|
|
|
|
|
|
|
|
||||||||
Common units – basic and diluted
(2)
|
|
$
|
0.49
|
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
|
$
|
0.86
|
|
Weighted-average units outstanding
|
|
|
|
|
|
|
|
|
||||||||
Common units – basic and diluted
|
|
148,864
|
|
|
130,669
|
|
|
141,696
|
|
|
129,830
|
|
||||
Excluded due to anti-dilutive effect:
|
|
|
|
|
|
|
|
|
||||||||
Class C units
(2)
|
|
12,650
|
|
|
11,849
|
|
|
12,552
|
|
|
11,719
|
|
||||
Series A Preferred units assuming conversion to common units
(2)
|
|
3,734
|
|
|
20,709
|
|
|
10,901
|
|
|
11,742
|
|
(1)
|
Adjusted to reflect amortization of the beneficial conversion features.
|
(2)
|
The impact of Class C units and the conversion of Series A Preferred units would be anti-dilutive for all periods presented. As of May 2, 2017, all Series A Preferred units were converted into common units on a
one
-for-one basis.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
thousands
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gains (losses) on commodity price swap agreements related to sales:
(1)
|
|
|
|
|
|
|
|
|
||||||||
Natural gas sales
|
|
$
|
4,656
|
|
|
$
|
5,202
|
|
|
$
|
5,738
|
|
|
$
|
12,243
|
|
Natural gas liquids sales
|
|
1,837
|
|
|
20,480
|
|
|
(2,470
|
)
|
|
40,550
|
|
||||
Total
|
|
6,493
|
|
|
25,682
|
|
|
3,268
|
|
|
52,793
|
|
||||
Gains (losses) on commodity price swap agreements related to purchases
(2)
|
|
(5,507
|
)
|
|
(16,913
|
)
|
|
(2,811
|
)
|
|
(35,784
|
)
|
||||
Net gains (losses) on commodity price swap agreements
|
|
$
|
986
|
|
|
$
|
8,769
|
|
|
$
|
457
|
|
|
$
|
17,009
|
|
(1)
|
Reported in affiliate Natural gas and natural gas liquids sales in the consolidated statements of operations in the period in which the related sale is recorded.
|
(2)
|
Reported in Cost of product in the consolidated statements of operations in the period in which the related purchase is recorded.
|
|
|
DJ Basin Complex
|
||||||||||
per barrel except natural gas
|
|
2016 - 2017
Swap Prices
|
|
2016 Market Prices
(1)
|
|
2017 Market Prices
(1)
|
||||||
Ethane
|
|
$
|
18.41
|
|
|
$
|
0.60
|
|
|
$
|
5.09
|
|
Propane
|
|
47.08
|
|
|
10.98
|
|
|
18.85
|
|
|||
Isobutane
|
|
62.09
|
|
|
17.23
|
|
|
26.83
|
|
|||
Normal butane
|
|
54.62
|
|
|
16.86
|
|
|
26.20
|
|
|||
Natural gasoline
|
|
72.88
|
|
|
26.15
|
|
|
41.84
|
|
|||
Condensate
|
|
76.47
|
|
|
34.65
|
|
|
45.40
|
|
|||
Natural gas (per MMBtu)
|
|
5.96
|
|
|
2.11
|
|
|
3.05
|
|
(1)
|
Represents the New York Mercantile Exchange (“NYMEX”) forward strip price as of December 8, 2015 and December 1, 2016, for the 2016 Market Prices and 2017 Market Prices, respectively, adjusted for product specification, location, basis and, in the case of NGLs, transportation and fractionation costs.
|
|
|
MGR Assets
|
||||||
per barrel except natural gas
|
|
2016 - 2017 Swap Prices
|
|
2017 Market Prices
(1)
|
||||
Ethane
|
|
$
|
23.11
|
|
|
$
|
4.08
|
|
Propane
|
|
52.90
|
|
|
19.24
|
|
||
Isobutane
|
|
73.89
|
|
|
25.79
|
|
||
Normal butane
|
|
64.93
|
|
|
25.16
|
|
||
Natural gasoline
|
|
81.68
|
|
|
45.01
|
|
||
Condensate
|
|
81.68
|
|
|
53.55
|
|
||
Natural gas (per MMBtu)
|
|
4.87
|
|
|
3.05
|
|
(1)
|
Represents the NYMEX forward strip price as of December 1, 2016, adjusted for product specification, location, basis and, in the case of NGLs, transportation and fractionation costs.
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
thousands
|
|
Purchases
|
|
Sales
|
||||||||||||
Cash consideration
|
|
$
|
3,910
|
|
|
$
|
2,699
|
|
|
$
|
—
|
|
|
$
|
613
|
|
Net carrying value
|
|
(4,286
|
)
|
|
(2,328
|
)
|
|
—
|
|
|
(596
|
)
|
||||
Partners’ capital adjustment
|
|
$
|
(376
|
)
|
|
$
|
371
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
thousands
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues and other
(1)
|
|
$
|
316,313
|
|
|
$
|
302,405
|
|
|
$
|
631,468
|
|
|
$
|
574,989
|
|
Equity income, net
– affiliates
(1)
|
|
21,728
|
|
|
19,693
|
|
|
41,189
|
|
|
36,507
|
|
||||
Cost of product
(1)
|
|
21,607
|
|
|
22,145
|
|
|
37,595
|
|
|
46,725
|
|
||||
Operation and maintenance
(2)
|
|
18,462
|
|
|
17,661
|
|
|
35,551
|
|
|
35,636
|
|
||||
General and administrative
(3)
|
|
9,365
|
|
|
9,169
|
|
|
18,900
|
|
|
18,121
|
|
||||
Operating expenses
|
|
49,434
|
|
|
48,975
|
|
|
92,046
|
|
|
100,482
|
|
||||
Interest income
(4)
|
|
4,225
|
|
|
4,225
|
|
|
8,450
|
|
|
8,450
|
|
||||
Interest expense
(5)
|
|
—
|
|
|
(15,461
|
)
|
|
71
|
|
|
(10,924
|
)
|
||||
Settlement of the Deferred purchase price obligation – Anadarko
(6)
|
|
(37,346
|
)
|
|
—
|
|
|
(37,346
|
)
|
|
—
|
|
||||
Proceeds from the issuance of common units, net of offering expenses
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
||||
Distributions to unitholders
(8)
|
|
110,449
|
|
|
94,909
|
|
|
213,572
|
|
|
184,678
|
|
||||
Above-market component of swap agreements with Anadarko
|
|
16,373
|
|
|
9,552
|
|
|
28,670
|
|
|
16,365
|
|
(1)
|
Represents amounts earned or incurred on and subsequent to the date of the acquisition of Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements.
|
(2)
|
Represents expenses incurred on and subsequent to the date of the acquisition of Partnership assets, as well as expenses incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets.
|
(3)
|
Represents general and administrative expense incurred on and subsequent to the date of the Partnership’s acquisition of the Partnership assets, as well as a management services fee for reimbursement of expenses incurred by Anadarko for periods prior to the acquisition of the Partnership assets by the Partnership. These amounts include equity-based compensation expense allocated to the Partnership by Anadarko (see
WES LTIP
and
WGP LTIP and Anadarko Incentive Plan
within this
Note 5
).
|
(4)
|
Represents interest income recognized on the note receivable from Anadarko.
|
(5)
|
Includes amounts related to the Deferred purchase price obligation - Anadarko (see
Note 2
and
Note 9
).
|
(6)
|
Represents the cash payment to Anadarko for the settlement of the Deferred purchase price obligation - Anadarko (see
Note 2
).
|
(7)
|
Represents proceeds from the issuance of
835,841
common units to WGP as partial funding for the acquisition of Springfield (see
Note 2
).
|
(8)
|
Represents distributions paid under the partnership agreement (see
Note 3
and
Note 4
).
|
thousands
|
|
Estimated Useful Life
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Land
|
|
n/a
|
|
$
|
4,258
|
|
|
$
|
4,012
|
|
Gathering systems and processing complexes
|
|
3 to 47 years
|
|
6,905,758
|
|
|
6,462,053
|
|
||
Pipelines and equipment
|
|
15 to 45 years
|
|
139,344
|
|
|
139,646
|
|
||
Assets under construction
|
|
n/a
|
|
275,403
|
|
|
226,626
|
|
||
Other
|
|
3 to 40 years
|
|
30,019
|
|
|
29,605
|
|
||
Total property, plant and equipment
|
|
|
|
7,354,782
|
|
|
6,861,942
|
|
||
Accumulated depreciation
|
|
|
|
2,006,988
|
|
|
1,812,010
|
|
||
Net property, plant and equipment
|
|
|
|
$
|
5,347,794
|
|
|
$
|
5,049,932
|
|
|
Equity Investments
|
||||||||||||||||||||||||||||||
thousands
|
Fort
Union |
|
White
Cliffs |
|
Rendezvous
|
|
Mont
Belvieu JV |
|
TEG
|
|
TEP
|
|
FRP
|
|
Total
|
||||||||||||||||
Balance at December 31, 2016
|
$
|
12,833
|
|
|
$
|
47,319
|
|
|
$
|
46,739
|
|
|
$
|
112,805
|
|
|
$
|
15,846
|
|
|
$
|
189,194
|
|
|
$
|
169,472
|
|
|
$
|
594,208
|
|
Investment earnings (loss), net of amortization
|
1,844
|
|
|
6,701
|
|
|
540
|
|
|
13,388
|
|
|
1,319
|
|
|
8,956
|
|
|
8,441
|
|
|
41,189
|
|
||||||||
Impairment expense
(1)
|
(3,110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,110
|
)
|
||||||||
Contributions
|
—
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
287
|
|
||||||||
Distributions
|
(2,239
|
)
|
|
(6,410
|
)
|
|
(1,510
|
)
|
|
(13,407
|
)
|
|
(1,026
|
)
|
|
(9,082
|
)
|
|
(8,528
|
)
|
|
(42,202
|
)
|
||||||||
Distributions in excess of cumulative earnings
(2)
|
(800
|
)
|
|
(1,571
|
)
|
|
(1,418
|
)
|
|
(1,717
|
)
|
|
—
|
|
|
(2,102
|
)
|
|
(1,613
|
)
|
|
(9,221
|
)
|
||||||||
Balance at June 30, 2017
|
$
|
8,528
|
|
|
$
|
46,316
|
|
|
$
|
44,351
|
|
|
$
|
111,069
|
|
|
$
|
16,139
|
|
|
$
|
186,976
|
|
|
$
|
167,772
|
|
|
$
|
581,151
|
|
(1)
|
Recorded in Impairments in the consolidated statements of operations.
|
(2)
|
Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, is calculated on an individual investment basis.
|
thousands
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Trade receivables, net
|
|
$
|
136,398
|
|
|
$
|
192,808
|
|
Other receivables, net
|
|
46
|
|
|
30,415
|
|
||
Total accounts receivable, net
|
|
$
|
136,444
|
|
|
$
|
223,223
|
|
thousands
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Natural gas liquids inventory
|
|
$
|
8,869
|
|
|
$
|
7,126
|
|
Imbalance receivables
|
|
1,020
|
|
|
3,483
|
|
||
Prepaid insurance
|
|
272
|
|
|
2,257
|
|
||
Total other current assets
|
|
$
|
10,161
|
|
|
$
|
12,866
|
|
thousands
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Accrued interest expense
|
|
$
|
40,541
|
|
|
$
|
39,826
|
|
Short-term asset retirement obligations
|
|
6,191
|
|
|
3,114
|
|
||
Short-term remediation and reclamation obligations
|
|
630
|
|
|
630
|
|
||
Income taxes payable
|
|
1,634
|
|
|
1,006
|
|
||
Other
|
|
7,844
|
|
|
532
|
|
||
Total accrued liabilities
|
|
$
|
56,840
|
|
|
$
|
45,108
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
thousands
|
|
Principal
|
|
Carrying
Value
|
|
Fair
Value
(1)
|
|
Principal
|
|
Carrying
Value
|
|
Fair
Value
(1)
|
||||||||||||
2021 Notes
|
|
$
|
500,000
|
|
|
$
|
495,268
|
|
|
$
|
537,476
|
|
|
$
|
500,000
|
|
|
$
|
494,734
|
|
|
$
|
536,252
|
|
2022 Notes
|
|
670,000
|
|
|
668,740
|
|
|
686,001
|
|
|
670,000
|
|
|
668,634
|
|
|
681,723
|
|
||||||
2018 Notes
|
|
350,000
|
|
|
349,434
|
|
|
351,057
|
|
|
350,000
|
|
|
349,188
|
|
|
351,531
|
|
||||||
2044 Notes
|
|
600,000
|
|
|
593,179
|
|
|
618,294
|
|
|
600,000
|
|
|
593,132
|
|
|
615,753
|
|
||||||
2025 Notes
|
|
500,000
|
|
|
491,423
|
|
|
497,615
|
|
|
500,000
|
|
|
490,971
|
|
|
492,499
|
|
||||||
2026 Notes
|
|
500,000
|
|
|
495,021
|
|
|
517,289
|
|
|
500,000
|
|
|
494,802
|
|
|
518,441
|
|
||||||
RCF
|
|
160,000
|
|
|
160,000
|
|
|
160,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total long-term debt
|
|
$
|
3,280,000
|
|
|
$
|
3,253,065
|
|
|
$
|
3,367,732
|
|
|
$
|
3,120,000
|
|
|
$
|
3,091,461
|
|
|
$
|
3,196,199
|
|
(1)
|
Fair value is measured using the market approach and Level 2 inputs.
|
thousands
|
|
Carrying Value
|
||
Balance at December 31, 2016
|
|
$
|
3,091,461
|
|
RCF borrowings
|
|
160,000
|
|
|
Other
|
|
1,604
|
|
|
Balance at June 30, 2017
|
|
$
|
3,253,065
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
thousands
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Third parties
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
|
$
|
(35,161
|
)
|
|
$
|
(28,281
|
)
|
|
$
|
(69,780
|
)
|
|
$
|
(56,099
|
)
|
Amortization of debt issuance costs and commitment fees
|
|
(1,645
|
)
|
|
(1,545
|
)
|
|
(3,275
|
)
|
|
(3,075
|
)
|
||||
Capitalized interest
|
|
1,060
|
|
|
1,482
|
|
|
1,876
|
|
|
3,331
|
|
||||
Total interest expense – third parties
|
|
(35,746
|
)
|
|
(28,344
|
)
|
|
(71,179
|
)
|
|
(55,843
|
)
|
||||
Affiliates
|
|
|
|
|
|
|
|
|
||||||||
Deferred purchase price obligation – Anadarko
(1)
|
|
—
|
|
|
15,461
|
|
|
(71
|
)
|
|
10,924
|
|
||||
Total interest expense – affiliates
|
|
—
|
|
|
15,461
|
|
|
(71
|
)
|
|
10,924
|
|
||||
Interest expense
|
|
$
|
(35,746
|
)
|
|
$
|
(12,883
|
)
|
|
$
|
(71,250
|
)
|
|
$
|
(44,919
|
)
|
(1)
|
See
Note 2
for a discussion of the Deferred purchase price obligation - Anadarko.
|
•
|
our ability to pay distributions to our unitholders;
|
•
|
our and Anadarko’s assumptions about the energy market;
|
•
|
future throughput (including Anadarko production) which is gathered or processed by or transported through our assets;
|
•
|
our operating results;
|
•
|
competitive conditions;
|
•
|
technology;
|
•
|
the availability of capital resources to fund acquisitions, capital expenditures and other contractual obligations, and our ability to access those resources from Anadarko or through the debt or equity capital markets;
|
•
|
the supply of, demand for, and price of, oil, natural gas, NGLs and related products or services;
|
•
|
our ability to mitigate exposure to the commodity price risks inherent in our percent-of-proceeds and keep-whole contracts through the extension of our commodity price swap agreements with Anadarko, or otherwise;
|
•
|
weather and natural disasters;
|
•
|
inflation;
|
•
|
the availability of goods and services;
|
•
|
general economic conditions, internationally, domestically or in the jurisdictions in which we are doing business;
|
•
|
federal, state and local laws, including those that limit Anadarko and other producers’ hydraulic fracturing or other oil and natural gas operations;
|
•
|
environmental liabilities;
|
•
|
legislative or regulatory changes, including changes affecting our status as a partnership for federal income tax purposes;
|
•
|
changes in the financial or operational condition of Anadarko;
|
•
|
the creditworthiness of Anadarko or our other counterparties, including financial institutions, operating partners, and other parties;
|
•
|
changes in Anadarko’s capital program, strategy or desired areas of focus;
|
•
|
our commitments to capital projects;
|
•
|
our ability to use our RCF;
|
•
|
our ability to repay debt;
|
•
|
conflicts of interest among us, our general partner, WGP and its general partner, and affiliates, including Anadarko;
|
•
|
our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;
|
•
|
our ability to acquire assets on acceptable terms from Anadarko or third parties, and Anadarko’s ability to generate an inventory of assets suitable for acquisition;
|
•
|
non-payment or non-performance of Anadarko or other significant customers, including under our gathering, processing and transportation agreements and our $260.0 million note receivable from Anadarko;
|
•
|
the timing, amount and terms of future issuances of equity and debt securities;
|
•
|
the outcome of pending and future regulatory, legislative, or other proceedings or investigations, including the investigation by the National Transportation Safety Board (“NTSB”), related to Anadarko’s operations in Colorado, and continued or additional disruptions in operations that may occur as Anadarko and we comply with regulatory orders or other state or local changes in laws or regulations in Colorado; and
|
•
|
other factors discussed below, in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in our
2016
Form 10-K, and in our quarterly reports on Form 10-Q, and in our other public filings and press releases.
|
|
|
Owned and
Operated
|
|
Operated
Interests
|
|
Non-Operated
Interests
|
|
Equity
Interests
|
||||
Gathering systems
|
|
12
|
|
|
3
|
|
|
3
|
|
|
2
|
|
Treating facilities
|
|
19
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Natural gas processing plants/trains
|
|
19
|
|
|
5
|
|
|
—
|
|
|
2
|
|
NGL pipelines
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Natural gas pipelines
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oil pipelines
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
•
|
In March 2017, we acquired the Additional DBJV System Interest from a third party in exchange for the Non-Operated Marcellus Interest and $155.0 million of cash consideration, resulting in a net gain of
$125.7 million
. See
Acquisitions and Divestitures
within this
Item 2
for additional information.
|
•
|
In May 2017, we reached an agreement with Anadarko to settle the outstanding Deferred purchase price obligation - Anadarko, whereby we made a cash payment to Anadarko of $37.3 million during the second quarter of 2017.
|
•
|
On March 1, 2017, 50% of the outstanding Series A Preferred units converted into common units on a one-for-one basis and on May 2, 2017, the remaining Series A Preferred units converted into common units on a one-for-one basis. See
Equity Offerings
within this
Item 2
for additional information.
|
•
|
During the second quarter of 2017, we commenced operation of two produced-water disposal systems in West Texas (included within Gathering systems in the table above).
|
•
|
In June 2017, we closed on the sale of our Helper and Clawson systems, which resulted in a net gain on divestiture of
$16.3 million
. See
Acquisitions and Divestitures
within this
Item 2
for additional information.
|
•
|
In February 2017, Anadarko elected to extend the conversion date of the Class C units from December 31, 2017, to March 1, 2020.
|
•
|
We received
$52.9 million
in cash proceeds from insurers in final settlement of our claims related to the incident at the DBM complex, including
$29.9 million
for business interruption insurance claims and
$23.0 million
for property insurance claims. See
Liquidity and Capital Resources
within this
Item 2
for additional information.
|
•
|
We raised our distribution to
$0.890
per unit for the
second
quarter of
2017
, representing a
2%
increase
over the distribution for the
first
quarter of
2017
and a
7%
increase
over the distribution for the
second
quarter of
2016
.
|
•
|
Throughput attributable to Western Gas Partners, LP for natural gas assets totaled
3,472
MMcf/d and
3,705
MMcf/d for the three and
six months ended June 30, 2017
, respectively, representing a
10%
and
3%
decrease
, respectively, compared to the same periods in
2016
.
|
•
|
Throughput for crude, NGL and produced water assets totaled
182
MBbls/d and
176
MBbls/d for the three and
six months ended June 30, 2017
, respectively, representing a
3%
and
5%
decrease
, respectively, compared to the same periods in
2016
.
|
•
|
Operating income (loss) was
$207.6 million
and
$346.0 million
for the three and
six months ended June 30, 2017
, respectively, representing an
18%
and
5%
increase
, respectively, compared to the same periods in
2016
.
|
•
|
Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets (as defined under the caption
Key Performance Metrics
within this
Item 2
) averaged
$0.94
per Mcf and
$0.89
per Mcf for the three and
six months ended June 30, 2017
, respectively, representing a
12%
and
9%
increase
, respectively, compared to the same periods in
2016
.
|
•
|
Adjusted gross margin for crude, NGL and produced water assets (as defined under the caption
Key Performance Metrics
within this
Item 2
) averaged
$2.15
per Bbl and
$2.07
per Bbl for the three and
six months ended June 30, 2017
, respectively, representing a
6%
and
1%
increase
, respectively, compared to the same periods in
2016
.
|
thousands except unit and percent amounts
|
|
Acquisition
Date
|
|
Percentage
Acquired |
|
Borrowings
|
|
Cash
On Hand
|
|
Common Units
Issued
|
|
Series A
Preferred Units Issued
|
|||||||
Springfield system
(1)
|
|
03/14/2016
|
|
50.1
|
%
|
|
$
|
247,500
|
|
|
$
|
—
|
|
|
2,089,602
|
|
|
14,030,611
|
|
DBJV system
(2)
|
|
03/17/2017
|
|
50
|
%
|
|
—
|
|
|
155,000
|
|
|
—
|
|
|
—
|
|
(1)
|
We acquired Springfield from Anadarko for
$750.0 million
, consisting of
$712.5 million
in cash and the issuance of
1,253,761
of our common units. Springfield owns a
50.1%
interest in the Springfield system. We financed the cash portion of the acquisition through: (i) borrowings of
$247.5 million
on our RCF, (ii) the issuance of
835,841
of our common units to WGP and (iii) the issuance of Series A Preferred units to private investors. See
Note 4—Equity and Partners’ Capital
in the
Notes to Consolidated Financial Statements
under
Part I
,
Item 1
of this Form
10-Q
for further information regarding the Series A Preferred units.
|
(2)
|
We acquired the Additional DBJV System Interest from a third party. See
Property exchange
below.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
thousands
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total revenues and other
(1)
|
|
$
|
525,450
|
|
|
$
|
428,664
|
|
|
$
|
1,041,643
|
|
|
$
|
811,805
|
|
Equity income, net – affiliates
|
|
21,728
|
|
|
19,693
|
|
|
41,189
|
|
|
36,507
|
|
||||
Total operating expenses
(1)
|
|
379,143
|
|
|
272,691
|
|
|
901,659
|
|
|
518,611
|
|
||||
Gain (loss) on divestiture and other, net
|
|
15,458
|
|
|
(1,907
|
)
|
|
134,945
|
|
|
(2,539
|
)
|
||||
Proceeds from business interruption insurance claims
(2)
|
|
24,115
|
|
|
2,603
|
|
|
29,882
|
|
|
2,603
|
|
||||
Operating income (loss)
|
|
207,608
|
|
|
176,362
|
|
|
346,000
|
|
|
329,765
|
|
||||
Interest income – affiliates
|
|
4,225
|
|
|
4,225
|
|
|
8,450
|
|
|
8,450
|
|
||||
Interest expense
|
|
(35,746
|
)
|
|
(12,883
|
)
|
|
(71,250
|
)
|
|
(44,919
|
)
|
||||
Other income (expense), net
|
|
253
|
|
|
(53
|
)
|
|
683
|
|
|
71
|
|
||||
Income (loss) before income taxes
|
|
176,340
|
|
|
167,651
|
|
|
283,883
|
|
|
293,367
|
|
||||
Income tax (benefit) expense
|
|
843
|
|
|
326
|
|
|
4,395
|
|
|
6,959
|
|
||||
Net income (loss)
|
|
175,497
|
|
|
167,325
|
|
|
279,488
|
|
|
286,408
|
|
||||
Net income attributable to noncontrolling interest
|
|
2,046
|
|
|
2,804
|
|
|
4,148
|
|
|
5,827
|
|
||||
Net income (loss) attributable to Western Gas Partners, LP
|
|
$
|
173,451
|
|
|
$
|
164,521
|
|
|
$
|
275,340
|
|
|
$
|
280,581
|
|
Key performance metrics
(3)
|
|
|
|
|
|
|
|
|
||||||||
Adjusted gross margin attributable to Western Gas Partners, LP
|
|
$
|
333,548
|
|
|
$
|
329,254
|
|
|
$
|
665,104
|
|
|
$
|
640,478
|
|
Adjusted EBITDA attributable to Western Gas Partners, LP
|
|
274,835
|
|
|
250,565
|
|
|
529,829
|
|
|
481,664
|
|
||||
Distributable cash flow
|
|
247,225
|
|
|
199,349
|
|
|
463,728
|
|
|
391,287
|
|
(1)
|
Revenues and other include amounts earned from services provided to our affiliates, as well as from the sale of residue and NGLs to our affiliates. Operating expenses include amounts charged by our affiliates for services as well as reimbursement of amounts paid by affiliates to third parties on our behalf. See
Note 5—Transactions with Affiliates
in the
Notes to Consolidated Financial Statements
under
Part I
,
Item 1
of this Form
10-Q
.
|
(2)
|
See
Note 1—Description of Business and Basis of Presentation
in the
Notes to Consolidated Financial Statements
under
Part I
,
Item 1
of this Form
10-Q
.
|
(3)
|
Adjusted gross margin attributable to Western Gas Partners, LP, Adjusted EBITDA attributable to Western Gas Partners, LP and Distributable cash flow are defined under the caption
Key Performance Metrics
within this
Item 2
.
For reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP, see
Key Performance Metrics–Reconciliation of non-GAAP Measures
within this
Item 2
.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||
|
|
2017
|
|
2016
|
|
Inc/
(Dec) |
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
||||||
Throughput for natural gas assets (MMcf/d)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gathering, treating and transportation
|
|
866
|
|
|
1,508
|
|
|
(43
|
)%
|
|
1,155
|
|
|
1,553
|
|
|
(26
|
)%
|
Processing
|
|
2,555
|
|
|
2,320
|
|
|
10
|
%
|
|
2,498
|
|
|
2,226
|
|
|
12
|
%
|
Equity investment
(1)
|
|
158
|
|
|
170
|
|
|
(7
|
)%
|
|
160
|
|
|
178
|
|
|
(10
|
)%
|
Total throughput for natural gas assets
|
|
3,579
|
|
|
3,998
|
|
|
(10
|
)%
|
|
3,813
|
|
|
3,957
|
|
|
(4
|
)%
|
Throughput attributable to noncontrolling interest for natural gas assets
|
|
107
|
|
|
128
|
|
|
(16
|
)%
|
|
108
|
|
|
132
|
|
|
(18
|
)%
|
Total throughput attributable to Western Gas Partners, LP for natural gas assets
|
|
3,472
|
|
|
3,870
|
|
|
(10
|
)%
|
|
3,705
|
|
|
3,825
|
|
|
(3
|
)%
|
Throughput for crude, NGL and produced water assets (MBbls/d)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gathering, treating and transportation
|
|
50
|
|
|
59
|
|
|
(15
|
)%
|
|
47
|
|
|
59
|
|
|
(20
|
)%
|
Equity investment
(2)
|
|
132
|
|
|
128
|
|
|
3
|
%
|
|
129
|
|
|
127
|
|
|
2
|
%
|
Total throughput for crude, NGL and produced water assets
|
|
182
|
|
|
187
|
|
|
(3
|
)%
|
|
176
|
|
|
186
|
|
|
(5
|
)%
|
(1)
|
Represents our 14.81% share of average Fort Union throughput and our 22% share of average Rendezvous throughput.
|
(2)
|
Represents our 10% share of average White Cliffs throughput, our 25% share of average Mont Belvieu JV throughput, our 20% share of average TEG and TEP throughput, and our 33.33% share of average FRP throughput.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
thousands except percentages
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
||||||||||
Gathering, processing and transportation revenues
|
|
$
|
299,435
|
|
|
$
|
301,136
|
|
|
(1
|
)%
|
|
$
|
607,249
|
|
|
$
|
595,140
|
|
|
2
|
%
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
thousands except percentages and per-unit amounts
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
||||||||||
Natural gas sales
(1)
|
|
$
|
92,946
|
|
|
$
|
44,366
|
|
|
109
|
%
|
|
$
|
172,861
|
|
|
$
|
82,593
|
|
|
109
|
%
|
Natural gas liquids sales
(1)
|
|
131,878
|
|
|
82,627
|
|
|
60
|
%
|
|
258,488
|
|
|
132,956
|
|
|
94
|
%
|
||||
Total
|
|
$
|
224,824
|
|
|
$
|
126,993
|
|
|
77
|
%
|
|
$
|
431,349
|
|
|
$
|
215,549
|
|
|
100
|
%
|
Average price per unit
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas (per Mcf)
|
|
$
|
2.95
|
|
|
$
|
2.09
|
|
|
41
|
%
|
|
$
|
3.00
|
|
|
$
|
2.20
|
|
|
36
|
%
|
Natural gas liquids (per Bbl)
|
|
19.98
|
|
|
20.33
|
|
|
(2
|
)%
|
|
20.87
|
|
|
19.69
|
|
|
6
|
%
|
(1)
|
Excludes amounts considered above market with respect to our swap agreements for the MGR assets, DJ Basin complex and Hugoton system (until its divestiture in October 2016) that were recorded as capital contributions in the consolidated statement of equity and partners’ capital. See
Note 5—Transactions with Affiliates
in the
Notes to Consolidated Financial Statements
under
Part I
,
Item 1
of this Form
10-Q
.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
thousands except percentages
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
||||||||||
Equity income, net – affiliates
|
|
$
|
21,728
|
|
|
$
|
19,693
|
|
|
10
|
%
|
|
$
|
41,189
|
|
|
$
|
36,507
|
|
|
13
|
%
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
thousands except percentages
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
||||||||||
NGL purchases
(1)
|
|
$
|
114,607
|
|
|
$
|
50,056
|
|
|
129
|
%
|
|
$
|
222,980
|
|
|
$
|
82,725
|
|
|
170
|
%
|
Residue purchases
(1)
|
|
87,807
|
|
|
47,413
|
|
|
85
|
%
|
|
166,123
|
|
|
86,398
|
|
|
92
|
%
|
||||
Other
(1)
|
|
863
|
|
|
7,380
|
|
|
(88
|
)%
|
|
3,533
|
|
|
12,193
|
|
|
(71
|
)%
|
||||
Cost of product
|
|
203,277
|
|
|
104,849
|
|
|
94
|
%
|
|
392,636
|
|
|
181,316
|
|
|
117
|
%
|
||||
Operation and maintenance
|
|
76,148
|
|
|
75,173
|
|
|
1
|
%
|
|
149,908
|
|
|
151,386
|
|
|
(1
|
)%
|
||||
Total cost of product and operation and maintenance expenses
|
|
$
|
279,425
|
|
|
$
|
180,022
|
|
|
55
|
%
|
|
$
|
542,544
|
|
|
$
|
332,702
|
|
|
63
|
%
|
(1)
|
Excludes amounts considered above market with respect to our swap agreements for the MGR assets, DJ Basin complex and Hugoton system (until its divestiture in October 2016) that were recorded as capital contributions in the consolidated statement of equity and partners’ capital. See
Note 5—Transactions with Affiliates
in the
Notes to Consolidated Financial Statements
under
Part I
,
Item 1
of this Form
10-Q
.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
thousands except percentages
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
||||||||||
General and administrative
|
|
$
|
10,585
|
|
|
$
|
10,883
|
|
|
(3
|
)%
|
|
$
|
23,244
|
|
|
$
|
22,160
|
|
|
5
|
%
|
Property and other taxes
|
|
11,924
|
|
|
12,078
|
|
|
(1
|
)%
|
|
24,218
|
|
|
22,428
|
|
|
8
|
%
|
||||
Depreciation and amortization
|
|
74,031
|
|
|
67,305
|
|
|
10
|
%
|
|
143,733
|
|
|
132,400
|
|
|
9
|
%
|
||||
Impairments
|
|
3,178
|
|
|
2,403
|
|
|
32
|
%
|
|
167,920
|
|
|
8,921
|
|
|
NM
|
|
||||
Total other operating expenses
|
|
$
|
99,718
|
|
|
$
|
92,669
|
|
|
8
|
%
|
|
$
|
359,115
|
|
|
$
|
185,909
|
|
|
93
|
%
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
thousands except percentages
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
||||||||||
Note receivable – Anadarko
|
|
$
|
4,225
|
|
|
$
|
4,225
|
|
|
—
|
%
|
|
$
|
8,450
|
|
|
$
|
8,450
|
|
|
—
|
%
|
Interest income – affiliates
|
|
$
|
4,225
|
|
|
$
|
4,225
|
|
|
—
|
%
|
|
$
|
8,450
|
|
|
$
|
8,450
|
|
|
—
|
%
|
Third parties
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
$
|
(35,161
|
)
|
|
$
|
(28,281
|
)
|
|
24
|
%
|
|
$
|
(69,780
|
)
|
|
$
|
(56,099
|
)
|
|
24
|
%
|
Amortization of debt issuance costs and commitment fees
|
|
(1,645
|
)
|
|
(1,545
|
)
|
|
6
|
%
|
|
(3,275
|
)
|
|
(3,075
|
)
|
|
7
|
%
|
||||
Capitalized interest
|
|
1,060
|
|
|
1,482
|
|
|
(28
|
)%
|
|
1,876
|
|
|
3,331
|
|
|
(44
|
)%
|
||||
Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred purchase price obligation – Anadarko
(1)
|
|
—
|
|
|
15,461
|
|
|
(100
|
)%
|
|
(71
|
)
|
|
10,924
|
|
|
(101
|
)%
|
||||
Interest expense
|
|
$
|
(35,746
|
)
|
|
$
|
(12,883
|
)
|
|
177
|
%
|
|
$
|
(71,250
|
)
|
|
$
|
(44,919
|
)
|
|
59
|
%
|
(1)
|
See
Note 2—Acquisitions and Divestitures
in the
Notes to Consolidated Financial Statements
under
Part I
,
Item 1
of this Form
10-Q
for a discussion of the Deferred purchase price obligation - Anadarko.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
thousands except percentages
|
|
2017
|
|
2016
|
|
Inc/
(Dec) |
|
2017
|
|
2016
|
|
Inc/
(Dec) |
||||||||||
Income (loss) before income taxes
|
|
$
|
176,340
|
|
|
$
|
167,651
|
|
|
5
|
%
|
|
$
|
283,883
|
|
|
$
|
293,367
|
|
|
(3
|
)%
|
Income tax (benefit) expense
|
|
843
|
|
|
326
|
|
|
159
|
%
|
|
4,395
|
|
|
6,959
|
|
|
(37
|
)%
|
||||
Effective tax rate
|
|
—
|
%
|
|
—
|
%
|
|
|
|
2
|
%
|
|
2
|
%
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
thousands except percentages and per-unit amounts
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
|
2017
|
|
2016
|
|
Inc/
(Dec)
|
||||||||||
Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets
(1)
|
|
$
|
297,778
|
|
|
$
|
294,661
|
|
|
1
|
%
|
|
$
|
599,283
|
|
|
$
|
571,190
|
|
|
5
|
%
|
Adjusted gross margin for crude, NGL and produced water assets
(2)
|
|
35,770
|
|
|
34,593
|
|
|
3
|
%
|
|
65,821
|
|
|
69,288
|
|
|
(5
|
)%
|
||||
Adjusted gross margin attributable to Western Gas Partners, LP
(3)
|
|
333,548
|
|
|
329,254
|
|
|
1
|
%
|
|
665,104
|
|
|
640,478
|
|
|
4
|
%
|
||||
Adjusted gross margin per Mcf attributable to Western Gas Partners, LP for natural gas assets
(4)
|
|
0.94
|
|
|
0.84
|
|
|
12
|
%
|
|
0.89
|
|
|
0.82
|
|
|
9
|
%
|
||||
Adjusted gross margin per Bbl for crude, NGL and produced water assets
(5)
|
|
2.15
|
|
|
2.03
|
|
|
6
|
%
|
|
2.07
|
|
|
2.05
|
|
|
1
|
%
|
||||
Adjusted EBITDA attributable to Western Gas Partners, LP
(3)
|
|
274,835
|
|
|
250,565
|
|
|
10
|
%
|
|
529,829
|
|
|
481,664
|
|
|
10
|
%
|
||||
Distributable cash flow
(3)
|
|
247,225
|
|
|
199,349
|
|
|
24
|
%
|
|
463,728
|
|
|
391,287
|
|
|
19
|
%
|
(1)
|
Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets is calculated as 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 our equity investments in Fort Union and Rendezvous, and excluding the noncontrolling interest owner’s proportionate share of revenue and cost of product. See the reconciliation of Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets to its most comparable GAAP measure below.
|
(2)
|
Adjusted gross margin for crude, NGL and produced water assets is calculated as total revenues and other for crude, NGL and produced water assets, less reimbursements for electricity-related expenses recorded as revenue and cost of product for crude, NGL and produced water assets, plus distributions from our equity investments in White Cliffs, the Mont Belvieu JV, and the TEFR Interests. See the reconciliation of Adjusted gross margin for crude, NGL and produced water assets to its most comparable GAAP measure below.
|
(3)
|
For a reconciliation of Adjusted gross margin attributable to Western Gas Partners, LP, Adjusted EBITDA attributable to Western Gas Partners, LP and Distributable cash flow to the most directly comparable financial measure calculated and presented in accordance with GAAP, see the descriptions below.
|
(4)
|
Average for period. Calculated as Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets, divided by total throughput (MMcf/d) attributable to Western Gas Partners, LP for natural gas assets.
|
(5)
|
Average for period. Calculated as Adjusted gross margin for crude, NGL and produced water assets, divided by total throughput (MBbls/d) for crude, NGL and produced water assets.
|
•
|
our operating performance as compared to other publicly traded partnerships in the midstream energy 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 expenditure projects and the returns on investment of various investment opportunities.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
thousands
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation of Operating income (loss) to Adjusted gross margin attributable to Western Gas Partners, LP
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
$
|
207,608
|
|
|
$
|
176,362
|
|
|
$
|
346,000
|
|
|
$
|
329,765
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Distributions from equity investments
|
|
28,856
|
|
|
24,491
|
|
|
51,423
|
|
|
49,130
|
|
||||
Operation and maintenance
|
|
76,148
|
|
|
75,173
|
|
|
149,908
|
|
|
151,386
|
|
||||
General and administrative
|
|
10,585
|
|
|
10,883
|
|
|
23,244
|
|
|
22,160
|
|
||||
Property and other taxes
|
|
11,924
|
|
|
12,078
|
|
|
24,218
|
|
|
22,428
|
|
||||
Depreciation and amortization
|
|
74,031
|
|
|
67,305
|
|
|
143,733
|
|
|
132,400
|
|
||||
Impairments
|
|
3,178
|
|
|
2,403
|
|
|
167,920
|
|
|
8,921
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) on divestiture and other, net
|
|
15,458
|
|
|
(1,907
|
)
|
|
134,945
|
|
|
(2,539
|
)
|
||||
Proceeds from business interruption insurance claims
|
|
24,115
|
|
|
2,603
|
|
|
29,882
|
|
|
2,603
|
|
||||
Equity income, net – affiliates
|
|
21,728
|
|
|
19,693
|
|
|
41,189
|
|
|
36,507
|
|
||||
Reimbursed electricity-related charges recorded as revenues
|
|
14,046
|
|
|
14,869
|
|
|
28,015
|
|
|
30,537
|
|
||||
Adjusted gross margin attributable to noncontrolling interest
|
|
3,435
|
|
|
4,183
|
|
|
7,311
|
|
|
8,604
|
|
||||
Adjusted gross margin attributable to Western Gas Partners, LP
|
|
$
|
333,548
|
|
|
$
|
329,254
|
|
|
$
|
665,104
|
|
|
$
|
640,478
|
|
Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets
|
|
$
|
297,778
|
|
|
$
|
294,661
|
|
|
$
|
599,283
|
|
|
$
|
571,190
|
|
Adjusted gross margin for crude, NGL and produced water assets
|
|
35,770
|
|
|
34,593
|
|
|
65,821
|
|
|
69,288
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
thousands
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation of Net income (loss) attributable to Western Gas Partners, LP to Adjusted EBITDA attributable to Western Gas Partners, LP
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Western Gas Partners, LP
|
|
$
|
173,451
|
|
|
$
|
164,521
|
|
|
$
|
275,340
|
|
|
$
|
280,581
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Distributions from equity investments
|
|
28,856
|
|
|
24,491
|
|
|
51,423
|
|
|
49,130
|
|
||||
Non-cash equity-based compensation expense
|
|
975
|
|
|
1,246
|
|
|
2,221
|
|
|
2,549
|
|
||||
Interest expense
|
|
35,746
|
|
|
12,883
|
|
|
71,250
|
|
|
44,919
|
|
||||
Income tax expense
|
|
843
|
|
|
326
|
|
|
4,395
|
|
|
6,959
|
|
||||
Depreciation and amortization
(1)
|
|
73,352
|
|
|
66,650
|
|
|
142,401
|
|
|
131,089
|
|
||||
Impairments
|
|
3,178
|
|
|
2,403
|
|
|
167,920
|
|
|
8,921
|
|
||||
Other expense
(1)
|
|
95
|
|
|
56
|
|
|
140
|
|
|
56
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) on divestiture and other, net
|
|
15,458
|
|
|
(1,907
|
)
|
|
134,945
|
|
|
(2,539
|
)
|
||||
Equity income, net – affiliates
|
|
21,728
|
|
|
19,693
|
|
|
41,189
|
|
|
36,507
|
|
||||
Interest income – affiliates
|
|
4,225
|
|
|
4,225
|
|
|
8,450
|
|
|
8,450
|
|
||||
Other income
(1)
|
|
250
|
|
|
—
|
|
|
677
|
|
|
122
|
|
||||
Adjusted EBITDA attributable to Western Gas Partners, LP
|
|
$
|
274,835
|
|
|
$
|
250,565
|
|
|
$
|
529,829
|
|
|
$
|
481,664
|
|
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA attributable to Western Gas Partners, LP
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
240,536
|
|
|
$
|
157,363
|
|
|
$
|
433,152
|
|
|
$
|
393,866
|
|
Interest (income) expense, net
|
|
31,521
|
|
|
8,658
|
|
|
62,800
|
|
|
36,469
|
|
||||
Uncontributed cash-based compensation awards
|
|
(209
|
)
|
|
86
|
|
|
(172
|
)
|
|
158
|
|
||||
Accretion and amortization of long-term obligations, net
|
|
(1,038
|
)
|
|
14,522
|
|
|
(2,139
|
)
|
|
9,055
|
|
||||
Current income tax (benefit) expense
|
|
204
|
|
|
198
|
|
|
628
|
|
|
4,979
|
|
||||
Other (income) expense, net
|
|
(253
|
)
|
|
53
|
|
|
(683
|
)
|
|
(71
|
)
|
||||
Distributions from equity investments in excess of cumulative earnings – affiliates
|
|
5,768
|
|
|
5,827
|
|
|
9,221
|
|
|
10,611
|
|
||||
Changes in operating working capital:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
(10,876
|
)
|
|
45,800
|
|
|
(9,363
|
)
|
|
33,242
|
|
||||
Accounts and imbalance payables and accrued liabilities, net
|
|
12,035
|
|
|
20,205
|
|
|
41,975
|
|
|
2,227
|
|
||||
Other
|
|
(131
|
)
|
|
1,309
|
|
|
(116
|
)
|
|
(1,739
|
)
|
||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
(2,722
|
)
|
|
(3,456
|
)
|
|
(5,474
|
)
|
|
(7,133
|
)
|
||||
Adjusted EBITDA attributable to Western Gas Partners, LP
|
|
$
|
274,835
|
|
|
$
|
250,565
|
|
|
$
|
529,829
|
|
|
$
|
481,664
|
|
Cash flow information of Western Gas Partners, LP
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
|
|
|
|
$
|
433,152
|
|
|
$
|
393,866
|
|
||||
Net cash used in investing activities
|
|
|
|
|
|
(363,131
|
)
|
|
(952,824
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
|
|
|
|
(239,749
|
)
|
|
618,692
|
|
(1)
|
Includes our 75% share of depreciation and amortization; other expense; and other income attributable to the Chipeta complex.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
thousands except Coverage ratio
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation of Net income (loss) attributable to Western Gas Partners, LP to Distributable cash flow and calculation of the Coverage ratio
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Western Gas Partners, LP
|
|
$
|
173,451
|
|
|
$
|
164,521
|
|
|
$
|
275,340
|
|
|
$
|
280,581
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Distributions from equity investments
|
|
28,856
|
|
|
24,491
|
|
|
51,423
|
|
|
49,130
|
|
||||
Non-cash equity-based compensation expense
|
|
975
|
|
|
1,246
|
|
|
2,221
|
|
|
2,549
|
|
||||
Non-cash settled - interest expense, net
(1)
|
|
—
|
|
|
(15,461
|
)
|
|
71
|
|
|
(10,924
|
)
|
||||
Income tax (benefit) expense
|
|
843
|
|
|
326
|
|
|
4,395
|
|
|
6,959
|
|
||||
Depreciation and amortization
(2)
|
|
73,352
|
|
|
66,650
|
|
|
142,401
|
|
|
131,089
|
|
||||
Impairments
|
|
3,178
|
|
|
2,403
|
|
|
167,920
|
|
|
8,921
|
|
||||
Above-market component of swap agreements with Anadarko
(3)
|
|
16,373
|
|
|
9,552
|
|
|
28,670
|
|
|
16,365
|
|
||||
Other expense
(2)
|
|
95
|
|
|
56
|
|
|
140
|
|
|
56
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) on divestiture and other, net
|
|
15,458
|
|
|
(1,907
|
)
|
|
134,945
|
|
|
(2,539
|
)
|
||||
Equity income, net – affiliates
|
|
21,728
|
|
|
19,693
|
|
|
41,189
|
|
|
36,507
|
|
||||
Cash paid for maintenance capital expenditures
(2)
|
|
11,402
|
|
|
21,085
|
|
|
22,524
|
|
|
39,982
|
|
||||
Capitalized interest
|
|
1,060
|
|
|
1,482
|
|
|
1,876
|
|
|
3,331
|
|
||||
Cash paid for (reimbursement of) income taxes
|
|
—
|
|
|
—
|
|
|
189
|
|
|
67
|
|
||||
Series A Preferred unit distributions
|
|
—
|
|
|
14,082
|
|
|
7,453
|
|
|
15,969
|
|
||||
Other income
(2)
|
|
250
|
|
|
—
|
|
|
677
|
|
|
122
|
|
||||
Distributable cash flow
|
|
$
|
247,225
|
|
|
$
|
199,349
|
|
|
$
|
463,728
|
|
|
$
|
391,287
|
|
Distributions declared
(4)
|
|
|
|
|
|
|
|
|
||||||||
Limited partners – common units
|
|
$
|
135,816
|
|
|
|
|
$
|
259,745
|
|
|
|
||||
General partner
|
|
71,675
|
|
|
|
|
136,499
|
|
|
|
||||||
Total
|
|
$
|
207,491
|
|
|
|
|
$
|
396,244
|
|
|
|
||||
Coverage ratio
|
|
1.19
|
|
x
|
|
|
1.17
|
|
x
|
|
(1)
|
Includes amounts related to the Deferred purchase price obligation - Anadarko. See
Note 2—Acquisitions and Divestitures
in the
Notes to Consolidated Financial Statements
under
Part I
,
Item 1
of this Form
10-Q
.
|
(2)
|
Includes our 75% share of depreciation and amortization; other expense; cash paid for maintenance capital expenditures; and other income attributable to the Chipeta complex.
|
(3)
|
See
Note 5—Transactions with Affiliates
in the
Notes to Consolidated Financial Statements
under
Part I
,
Item 1
of this Form
10-Q
.
|
(4)
|
Reflects cash distributions of
$0.890
and
$1.765
per unit declared for the three and
six months ended June 30, 2017
, respectively.
|
•
|
maintenance capital expenditures, which include those expenditures required to maintain the existing operating capacity and service capability of our assets, such as to replace system components and equipment that have been subject to significant use over time, become obsolete or reached the end of their useful lives, to remain in compliance with regulatory or legal requirements or to complete additional well connections to maintain existing system throughput and related cash flows (for fiscal year 2017, the general partner’s Board of Directors has approved Estimated Maintenance Capital Expenditures (as defined in our partnership agreement) of $18.0 million per quarter); or
|
•
|
expansion capital expenditures, which include expenditures to construct new midstream infrastructure and those expenditures incurred to extend the useful lives of our assets, reduce costs, increase revenues or increase system throughput or capacity from current levels, including well connections that increase existing system throughput.
|
|
|
Six Months Ended
June 30, |
||||||
thousands
|
|
2017
|
|
2016
|
||||
Acquisitions
|
|
$
|
159,197
|
|
|
$
|
715,199
|
|
|
|
|
|
|
||||
Expansion capital expenditures
|
|
$
|
236,538
|
|
|
$
|
212,081
|
|
Maintenance capital expenditures
|
|
22,599
|
|
|
39,988
|
|
||
Total capital expenditures
(1) (2)
|
|
$
|
259,137
|
|
|
$
|
252,069
|
|
|
|
|
|
|
||||
Capital incurred
(2)
|
|
$
|
279,921
|
|
|
$
|
261,342
|
|
(1)
|
Capital expenditures for the
six months ended June 30, 2017
and
2016
, are presented net of
$1.3 million
and
$3.9 million
, respectively, of contributions in aid of construction costs from affiliates.
|
(2)
|
For the
six months ended June 30, 2017
and
2016
, included
$1.9 million
and
$3.3 million
, respectively, of capitalized interest.
|
|
|
Six Months Ended
June 30, |
||||||
thousands
|
|
2017
|
|
2016
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
433,152
|
|
|
$
|
393,866
|
|
Investing activities
|
|
(363,131
|
)
|
|
(952,824
|
)
|
||
Financing activities
|
|
(239,749
|
)
|
|
618,692
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(169,728
|
)
|
|
$
|
59,734
|
|
•
|
$259.1 million
of capital expenditures, net of
$1.3 million
of contributions in aid of construction costs from affiliates, primarily related to construction and expansion at the DBM complex and DBJV system, and purchases of long lead items related to the future construction of the Mentone plant, all located in West Texas;
|
•
|
$155.3 million of cash consideration paid as part of the Property Exchange;
|
•
|
$3.9 million
of cash paid for equipment purchases from Anadarko;
|
•
|
$23.3 million of net proceeds from the sale of the Helper and Clawson systems in Utah;
|
•
|
$23.0 million
of proceeds from property insurance claims attributable to the DBM outage; and
|
•
|
$9.2 million
of distributions from equity investments in excess of cumulative earnings.
|
•
|
$712.5 million of cash paid for the acquisition of Springfield;
|
•
|
$252.1 million
of capital expenditures, net of
$3.9 million
of contributions in aid of construction costs from affiliates, primarily related to plant construction and expansion at the DBM and DJ Basin complexes and the DBJV system;
|
•
|
$2.7 million
of cash paid for equipment purchases from Anadarko;
|
•
|
$10.6 million
of distributions from equity investments in excess of cumulative earnings; and
|
•
|
$2.9 million
of proceeds from property insurance claims attributable to the DBM outage.
|
•
|
$381.8 million
of distributions paid to our unitholders;
|
•
|
$37.3 million
of cash paid to Anadarko for the settlement of the Deferred purchase price obligation - Anadarko;
|
•
|
$6.4 million
of distributions paid to the noncontrolling interest owner of Chipeta;
|
•
|
$160.0 million of borrowings under our RCF, which were used for general partnership purposes; and
|
•
|
$28.7 million
of capital contribution from Anadarko related to the above-market component of swap agreements.
|
•
|
$440.0 million of net proceeds from the issuance of 14,030,611 Series A Preferred units in March 2016, all of which was used to fund a portion of the acquisition of Springfield;
|
•
|
$530.0 million of borrowings under our RCF, which were used to fund a portion of the Springfield acquisition and for general partnership purposes, including funding capital expenditures;
|
•
|
$246.9 million of net proceeds from the issuance of 7,892,220 Series A Preferred units in April 2016, all of which was used to pay down amounts borrowed under our RCF in connection with the acquisition of Springfield;
|
•
|
$25.0 million of net proceeds from the sale of common units to WGP, all of which was used to fund a portion of the acquisition of Springfield;
|
•
|
$16.4 million
of capital contribution from Anadarko related to the above-market component of swap agreements;
|
•
|
$313.4 million
of distributions paid to our unitholders;
|
•
|
$290.0 million
of repayments of outstanding borrowings under our RCF;
|
•
|
$27.5 million
of net distributions paid to Anadarko representing pre-acquisition intercompany transactions attributable to Springfield; and
|
•
|
$7.5 million
of distributions paid to the noncontrolling interest owner of Chipeta.
|
thousands except unit amounts
Quarters Ended
|
|
PIK Class C Units
|
|
Implied Fair Value
|
|
Date of
Distribution |
|||
2016
|
|
|
|
|
|
|
|||
December 31
|
|
178,977
|
|
|
$
|
10,719
|
|
|
February 2017
|
2017
|
|
|
|
|
|
|
|||
March 31
|
|
206,218
|
|
|
$
|
12,355
|
|
|
May 2017
|
Exhibit
Number
|
|
Description
|
2.1#
|
|
|
2.2#
|
|
|
2.3#
|
|
|
2.4#
|
|
|
2.5#
|
|
|
2.6#
|
|
Exhibit
Number
|
|
Description
|
2.7#
|
|
|
2.8#
|
|
|
2.9#
|
|
|
2.10#
|
|
|
2.11#
|
|
|
2.12#
|
|
|
2.13#
|
|
|
2.14#
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
Exhibit
Number
|
|
Description
|
3.6
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
10.1
†
|
|
Exhibit
Number
|
|
Description
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Schema Document
|
101.CAL*
|
|
XBRL Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Definition Linkbase Document
|
101.LAB*
|
|
XBRL Label Linkbase Document
|
101.PRE*
|
|
XBRL Presentation Linkbase Document
|
#
|
Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
|
†
|
Portions of this exhibit were omitted pursuant to a request for confidential treatment. The omitted portions were filed separately with the Securities and Exchange Commission.
|
|
WESTERN GAS PARTNERS, LP
|
|
|
July 26, 2017
|
|
|
|
|
/s/ Benjamin M. Fink
|
|
Benjamin M. Fink
President and Chief Executive Officer
Western Gas Holdings, LLC
(as general partner of Western Gas Partners, LP)
|
|
|
July 26, 2017
|
|
|
|
|
/s/ Jaime R. Casas
|
|
Jaime R. Casas
Senior Vice President, Chief Financial Officer and Treasurer
Western Gas Holdings, LLC
(as general partner of Western Gas Partners, LP)
|
1.
|
Section 3.
Service Level and Rates
Paragraph C. is amended by deleting the following sentence after the first sentence:
|
2.
|
Section 1.
Term
is deleted in its entirety and replaced with the following:
|
3.
|
Exhibit C
to the Agreement is hereby amended to add the following Receipt Points:
|
METER
|
|
METER NAME
|
|
OPERATOR NAME
|
|
|
|
|
|
***
|
|
***
|
|
Kerr-McGee Oil & Gas Onshore LP
|
|
|
|
|
|
***
|
|
***
|
|
Kerr-McGee Oil & Gas Onshore LP
|
|
|
|
|
|
***
|
|
***
|
|
Kerr-McGee Oil & Gas Onshore LP
|
GATHERER:
|
|
SHIPPER:
|
||
KERR-MCGEE GATHERING LLC
|
|
KERR-MCGEE OIL AND GAS ONSHORE LP
|
||
|
|
|
|
|
By:
|
/s/ Craig W. Collins
|
|
By:
|
/s/ Craig Walters
|
Name:
|
Craig W. Collins
|
|
Name:
|
Craig Walters
|
Title:
|
SVP and Chief Operating Officer
|
|
Title:
|
VP, Rockies Operations
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of Western Gas Partners, LP (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Benjamin M. Fink
|
|
Benjamin M. Fink
President and Chief Executive Officer
Western Gas Holdings, LLC
(as general partner of Western Gas Partners, LP)
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of Western Gas Partners, LP (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jaime R. Casas
|
|
Jaime R. Casas
Senior Vice President, Chief Financial Officer and Treasurer
Western Gas Holdings, LLC
(as general partner of Western Gas Partners, LP)
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Partnership for the period ending
June 30, 2017
, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
July 26, 2017
|
|
|
|
|
|
|
|
/s/ Benjamin M. Fink
|
|
|
Benjamin M. Fink
President and Chief Executive Officer
Western Gas Holdings, LLC
(as general partner of Western Gas Partners, LP)
|
|
|
|
July 26, 2017
|
|
|
|
|
|
|
|
/s/ Jaime R. Casas
|
|
|
Jaime R. Casas
Senior Vice President, Chief Financial Officer and Treasurer
Western Gas Holdings, LLC
(as general partner of Western Gas Partners, LP)
|