Equity and Partners' Capital

6 Months Ended

Jun. 30, 2022

5. EQUITY AND PARTNERS’ CAPITAL

Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 2022, Occidental held 200,281,578 common units, representing a 48.9% limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.2% general partner interest in the Partnership. The public held 199,966,763 common units, representing a 48.9% limited partner interest in the Partnership.

In March 2021, an affiliate of Occidental sold 11,500,000 of the Partnership’s common units it held through an underwritten offering, including 1,500,000 common units pursuant to the full exercise of the underwriters’ over-allotment option. The Partnership did not receive any proceeds from the public offering.

Partnership equity repurchases. In February 2022, the Board authorized the Partnership to buy back up to $1.0 billion of the Partnership’s common units through December 31, 2024 (the “$1.0 billion Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the six months ended June 30, 2022, the Partnership repurchased 3,314,562 common units on the open market for an aggregate purchase price of $79.2 million. From July 1, 2022, through July 29, 2022, the Partnership repurchased 13,800,805 common units, which includes 10,000,000 common units repurchased from Occidental, for an aggregate purchase price of $346.1 million. The units were canceled immediately upon receipt. As of July 29, 2022, Occidental held 190,281,578 common units and the public held 196,168,502 common units, representing a 48.1% and 49.6% limited partner interest in the Partnership, respectively. General partner units remained at 9,060,641, representing a 2.3% general partner interest in the Partnership. Inclusive of the unit repurchases through July 29, 2022, the Partnership had an authorized amount of $574.6 million remaining under the $1.0 billion Purchase Program.

In November 2020, the Board authorized the Partnership to buy back up to $250.0 million of the Partnership’s common units through December 31, 2021 (the “$250.0 million Purchase Program”). The common units were purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the six months ended June 30, 2021, the Partnership repurchased 1,115,808 common units on the open market for an aggregate purchase price of $16.2 million. The units were canceled by the Partnership immediately upon receipt. As of December 31, 2021, the entire $250.0 million authorized program had been fulfilled.

Holdings of WES Operating equity. As of June 30, 2022, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 2.0% limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1).

Partnership’s net income (loss) per common unit. The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted-average ownership percentage during each period using the two-class method.

The Partnership’s basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) by the weighted-average number of common units outstanding during the period. Diluted net income (loss) per common unit includes the effect of outstanding units issued under the Partnership’s long-term incentive plans.

5. EQUITY AND PARTNERS’ CAPITAL

The following table provides a reconciliation between basic and diluted net income (loss) per common unit:



	Three Months Ended June 30,				Six Months Ended June 30,
thousands except per-unit amounts	2022		2021		2022		2021
Net income (loss)
Limited partners’ interest in net income (loss)	$	299,550	$	226,295	$	601,484	$	408,093
Weighted-average common units outstanding
Basic	403,027		413,070		403,140		413,087
Dilutive effect of non-vested phantom units	1,135		650		1,140		470
Diluted	404,162		413,720		404,280		413,557
Excluded due to anti-dilutive effect	618		240		731		333
Net income (loss) per common unit
Basic	$	0.74	$	0.55	$	1.49	$	0.99
Diluted	$	0.74	$	0.55	$	1.49	$	0.99

WES Operating’s net income (loss) per common unit. Net income (loss) per common unit for WES Operating is not calculated because it has no publicly traded units.