Equity and Partners' Capital (Tables)

3 Months Ended

Mar. 31, 2019

In February 2019, the Partnership issued common units in connection with the closing of the Merger (see Note 1) as follows:



Partnership common units outstanding prior to the Merger			218,937,797
WES Operating common units outstanding prior to the Merger	152,609,285
WES Operating Class C units outstanding prior to the Merger	14,681,388
Less: WES Operating common units owned by the Partnership	(50,132,046	)
WES Operating common units subject to conversion into Partnership common units	117,158,627
Exchange ratio per unit	1.525
Partnership common units issued for WES Operating common units⁽¹⁾			178,692,081
WES Operating common units issued as part of the AMA acquisition	45,760,201
Less: WES Operating common units retained by a subsidiary of Anadarko	(6,375,284	)
WES Operating acquisition common units subject to conversion into Partnership common units	39,384,917
Conversion ratio per unit	1.4056
Partnership common units issued for WES Operating acquisition common units			55,360,984
Partnership common units outstanding at March 31, 2019			452,990,862


⁽¹⁾	Total Partnership units issued upon consummation of the Merger exceeds the calculation of such units using the exchange ratio due to the rounding convention reflected in the Merger Agreement.

The following table summarizes WES Operating’s units issued during the three months ended March 31, 2019:



	Common Units	Class C Units		General Partner Units		Total
Balance at December 31, 2018	152,609,285	14,372,665		2,583,068		169,565,018
PIK Class C units	—	308,723		—		308,723
Conversion of Class C units⁽¹⁾	14,681,388	(14,681,388	)	—		—
IDR and General partner unit conversion ⁽¹⁾	105,624,704	—		(2,583,068	)	103,041,636
Units issued as part of the AMA acquisition ⁽¹⁾	45,760,201	—		—		45,760,201
Balance at March 31, 2019	318,675,578	—		—		318,675,578


⁽¹⁾	See Note 1 for further details on the units issued and converted in connection with the closing of the Merger.

The following table illustrates the calculation of WES Operating’s net income (loss) per common unit:



	Three Months Ended March 31,
thousands except per-unit amounts	2018
Net income (loss) attributable to Western Midstream Operating, LP	$	179,885
Pre-acquisition net (income) loss allocated to Anadarko	(30,522		)
General partner interest in net (income) loss	(83,439		)
Common and Class C limited partners’ interest in net income (loss)	$	65,924
Net income (loss) allocable to common units ⁽¹⁾	$	58,323
Net income (loss) allocable to Class C units ⁽¹⁾	7,601
Common and Class C limited partners’ interest in net income (loss)	$	65,924
Net income (loss) per unit
Common units – basic and diluted ⁽²⁾	$	0.38
Weighted-average units outstanding
Common units – basic and diluted	152,602
Excluded due to anti-dilutive effect:
Class C units⁽²⁾	13,380


⁽¹⁾	Adjusted to reflect amortization of the beneficial conversion feature.


⁽²⁾	The impact of Class C units would be anti-dilutive for the period presented.