Equity and Partners' Capital

9 Months Ended

Sep. 30, 2024

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 September 30, 2024, Occidental held 165,681,578 common units, representing a 42.5% 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 2.3% general partner interest in the Partnership. The public held 214,873,849 common units, representing a 55.2% limited partner interest in the Partnership.

In August 2024, affiliates of Occidental sold 19,500,000 of the Partnership’s common units it held through an underwritten offering. The Partnership did not receive any proceeds from the public offering.

Partnership equity repurchases. In 2022, the Board authorized the Partnership to buy back up to $1.25 billion of the Partnership’s common units through December 31, 2024 (the “$1.25 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 nine months ended September 30, 2024, there were no common units repurchased. During the nine months ended September 30, 2023, the Partnership repurchased 5,387,322 common units, which included 5,100,000 common units repurchased from Occidental, for an aggregate purchase price of $134.6 million. The units were canceled immediately upon receipt. As of September 30, 2024, the Partnership had an authorized amount of $627.8 million remaining under the program.

Holdings of WES Operating equity. As of September 30, 2024, (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.

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



	Three Months Ended September 30,				Nine Months Ended September 30,
thousands except per-unit amounts	2024		2023		2024		2023
Net income (loss)
Limited partners’ interest in net income (loss)	$	281,772	$	270,843	$	1,211,113	$	716,902
Weighted-average common units outstanding
Basic	380,513		383,561		380,343		384,211
Dilutive effect of non-vested phantom units	2,107		1,211		1,846		1,133
Diluted	382,620		384,772		382,189		385,344
Excluded due to anti-dilutive effect	—		143		2,054		123
Net income (loss) per common unit
Basic	$	0.74	$	0.71	$	3.18	$	1.87
Diluted	$	0.74	$	0.70	$	3.17	$	1.86

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.