SEGMENTS | SEGMENTS Our two operating segments represent the Company’s segments for which discrete financial information is available and is utilized on a regular basis by our CODM to make key operating decisions, assess performance and allocate resources. These segments represent strategic business units with differing products and services. No operating segments have been aggregated to form the reportable segments. Therefore, our two operating segments represent our reportable segments. The activities of each of our reportable segments from which the Company earns revenues and incurs expenses are described below: • Midstream Logistics: The Midstream Logistics segment operates under three streams, 1) gas gathering, processing and treating, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. • Pipeline Transportation: The Pipeline Transportation segment consists of equity investment interests in three Permian Basin pipelines that access various points along the U.S. Gulf Coast, as well as Kinetik NGL and Delaware Link Pipelines. The current operating pipelines transport crude oil, natural gas and NGLs. Our Chief Executive Officer, who is the CODM, uses Segment Adjusted EBITDA, a non-GAAP measure, to measure profitability and allocate resources among segments. Segment Adjusted EBITDA, a non-GAAP measure, is defined as segment net earnings adjusted to exclude interest expense, income tax expense, depreciation and amortization, the proportionate effect of these same items for our EMI pipelines and other non-recurring items. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis when making decisions about allocating capital and personnel to the segments. The Midstream Logistics segment accounts for more than 97% of the Company’s operating revenues, more than 99% of the cost of sales (excluding depreciation and amortization) and operating expenses and more than 94% of the ad valorem expenses. The Pipeline Transportation segment contains all of the Company’s equity method investments. Corporate and Other contains the Company’s executive and administrative functions, including 84% of the Company’s General and Administrative Expenses and all of the Company’s debt service costs. For the three months ended September 30, 2024, the Midstream Logistics segment and the Pipeline Transportation segment represent 65% and 36% of total consolidated adjusted EBITDA, respectively, which is consistent with the prior year contributions from each segment. The following tables present the reconciliation of the non-GAAP measure Segment Adjusted EBITDA to the GAAP measure segment income (loss) before income taxes as of and for the three and nine months period ended September 30, 2024 and 2023: Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated (In thousands) For the Three Months Ended September 30, 2024 Segment income (loss) before income taxes $ 88,581 $ 88,797 $ (85,464) $ 91,914 Add back: Interest expense 2,666 — 63,363 66,029 Depreciation and amortization expenses 85,273 2,305 5 87,583 Contract assets amortization 1,655 — — 1,655 Proportionate EMI EBITDA — 88,229 — 88,229 Share-based compensation — — 15,171 15,171 Contingent liabilities fair value adjustment 1,400 — — 1,400 Integration costs 1,208 — 1,332 2,540 Acquisition transaction costs — — 31 31 Other one-time costs or amortization 1,657 — 2,060 3,717 Deduct: Interest income — — 572 572 Commodity hedging unrealized gain 8,817 — — 8,817 Gain on sale of equity method investment — 29,953 — 29,953 Equity income from unconsolidated affiliates — 53,244 — 53,244 Segment Adjusted EBITDA (2) $ 173,623 $ 96,134 $ (4,074) $ 265,683 Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated (In thousands) For the Three Months Ended September 30, 2023 Segment income (loss) before income taxes $ 56,584 $ 50,598 $ (62,748) $ 44,434 Add back: Interest expense 12 — 44,997 45,009 Depreciation and amortization expenses 69,456 473 6 69,935 Contract assets amortization 1,655 — — 1,655 Proportionate EMI EBITDA — 78,585 — 78,585 Share-based compensation — — 12,502 12,502 Loss on disposal of assets 2,927 — — 2,927 Unrealized loss on derivatives 8,259 — — 8,259 Integration costs 21 — — 21 Acquisition transaction costs — — 378 378 Other one-time costs or amortization 1,529 — 1,133 2,662 Warrant valuation adjustment — — 4 4 Deduct: Interest income — — 293 293 Equity income from unconsolidated affiliates — 50,754 — 50,754 Segment Adjusted EBITDA (2) $ 140,443 $ 78,902 $ (4,021) $ 215,324 Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated (In thousands) For the Nine Months Ended September 30, 2024 Segment income (loss) before income taxes $ 215,196 $ 275,246 $ (241,172) $ 249,270 Add back: Interest expense 5,273 — 162,272 167,545 Depreciation and amortization expenses 229,336 6,897 17 236,250 Contract assets amortization 4,965 — — 4,965 Proportionate EMI EBITDA — 262,553 — 262,553 Share-based compensation — — 52,868 52,868 Loss on disposal of assets 4,090 — — 4,090 Loss on debt extinguishment — — 525 525 Contingent liabilities fair value adjustment 1,400 — — 1,400 Integration costs 1,792 — 3,299 5,091 Acquisition transaction costs — — 3,538 3,538 Other one-time costs or amortization 4,048 — 4,400 8,448 Deduct Other interest income — — 1,459 1,459 Commodity hedging unrealized gain 1,935 — — 1,935 Gain on sale of equity method investment — 89,837 — 89,837 Equity income from unconsolidated affiliates — 169,668 — 169,668 Segment Adjusted EBITDA (2) $ 464,165 $ 285,191 $ (15,712) $ 733,644 Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated (In thousands) For the Nine Months Ended September 30, 2023 Segment income (loss) before income taxes $ 163,794 $ 146,524 $ (189,190) $ 121,128 Add back: Interest expense 32 — 130,411 130,443 Depreciation and amortization expenses 206,855 1,398 18 208,271 Contract assets amortization 4,965 — — 4,965 Proportionate EMI EBITDA — 224,933 — 224,933 Share-based compensation — — 43,340 43,340 Loss on disposal of assets 15,166 — — 15,166 Unrealized loss on derivatives 616 — — 616 Integration costs 29 — 956 985 Acquisition transaction costs 33 — 615 648 Other one-time costs or amortization 5,310 — 2,235 7,545 Deduct: Interest income — — 314 314 Warrant valuation adjustment — — 73 73 Equity income from unconsolidated affiliates — 146,828 — 146,828 Segment Adjusted EBITDA (2) $ 396,800 $ 226,027 $ (12,002) $ 610,825 (1) Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain General and Administrative Expense items. Items included here to reconcile operating segments profit and loss with the Company’s consolidated profit and loss. (2) Segment adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, for a definition and reconciliation to the GAAP measure. The following tables present the revenue for the individual operating segments for the three and nine month period ended September 30, 2024 and 2023: Midstream Logistics Pipeline Transportation Elimination Consolidated (In thousands) For the Three Months Ended September 30, 2024 Revenue $ 391,331 $ 2,192 $ — $ 393,523 Other revenue 2,837 2 — 2,839 Intersegment revenue (1) — 6,748 (6,748) — Total segment operating revenue $ 394,168 $ 8,942 $ (6,748) $ 396,362 Midstream Logistics Pipeline Transportation Elimination Consolidated (In thousands) For the Three Months Ended September 30, 2023 Revenue $ 324,863 $ 766 $ — $ 325,629 Other revenue 4,670 2 — 4,672 Total segment operating revenue $ 329,533 $ 768 $ — $ 330,301 Midstream Logistics Pipeline Transportation Elimination Consolidated (In thousands) For the Nine Months Ended September 30, 2024 Revenue $ 1,082,236 $ 6,566 $ — $ 1,088,802 Other revenue 8,122 289 — 8,411 Intersegment revenue (1) — 19,288 (19,288) — Total segment operating revenue $ 1,090,358 $ 26,143 $ (19,288) $ 1,097,213 Midstream Logistics Pipeline Transportation Elimination Consolidated (In thousands) For the Nine Months Ended September 30, 2023 Revenue $ 894,669 $ 2,190 $ — $ 896,859 Other revenue 10,679 6 — 10,685 Total segment operating revenue $ 905,348 $ 2,196 $ — $ 907,544 (1) The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation. The following table presents total assets for each operating segment as of September 30, 2024 and December 31, 2023: September 30, December 31, 2024 2023 (In thousands) Midstream Logistics $ 4,323,444 $ 3,772,764 Pipeline Transportation (1) 2,297,544 2,703,588 Segment total assets 6,620,988 6,476,352 Corporate and other 239,473 20,521 Total assets $ 6,860,461 $ 6,496,873 (1) |