4. EQUITY AND PARTNERS’ CAPITAL

Holdings of WGP equity. WGP’s common units are listed on the New York Stock Exchange under the symbol “WGP.” As of December 31, 2014, Anadarko held 193,387,365 of WGP’s common units, representing an 88.3% limited partner interest in WGP, and, through its ownership of WGP GP, Anadarko indirectly held a non-economic general partner interest in WGP. The public held 25,522,612 WGP common units, representing an 11.7% limited partner interest in WGP.

In July 2014, Anadarko sold 5,750,000 of its WGP common units to the public through an underwritten offering, including 750,000 common units pursuant to the full exercise of the underwriters’ over-allotment option. WGP did not receive any proceeds from, or incur any expense in, the public offering.

Net income per common unit. For WGP, earnings per unit is calculated by dividing the limited partners’ interest in net income by the weighted-average number of common units outstanding. Net income per common unit is calculated assuming that cash distributions are equal to the net income attributable to WGP. Net income attributable to the WES assets (as defined in Note 1) acquired from Anadarko for periods prior to WES’s acquisition of the WES assets is not allocated to the limited partners when calculating net income per common unit. Net income equal to the amount of available cash (as defined by WGP’s partnership agreement) is allocated to WGP common unitholders consistent with actual cash distributions.

4. EQUITY AND PARTNERS’ CAPITAL (CONTINUED)

Holdings of WES equity. As of December 31, 2014, WGP held 49,296,205 WES common units, representing a 34.9% limited partner interest in WES, and, through its ownership of WES GP, WGP indirectly held 2,583,068 general partner units, representing a 1.8% general partner interest in WES, and 100% of WES’s IDRs. As of December 31, 2014, other subsidiaries of Anadarko held 757,619 WES common units and 10,913,853 Class C units, representing an aggregate 8.3% limited partner interest in WES, and the public held 77,641,306 WES common units, representing a 55.0% limited partner interest in WES, which are both reflected as noncontrolling interests within the consolidated financial statements of WGP (see Note 1 and Note 2.).

WES public equity offerings. WES completed the following public offerings of its common units during 2014, 2013 and 2012:



thousands except unit and per-unit amounts	WES Common Units Issued	WES GP Units Issued ⁽¹⁾	Price Per Unit		Underwriting Discount and Other Offering Expenses		Net Proceeds to WES
June 2012 equity offering	5,000,000	102,041	$	43.88	$	7,468	$	216,409
May 2013 equity offering ⁽²⁾	7,015,000	143,163	61.18		13,203		424,733
December 2013 equity offering ⁽³⁾	4,800,000	97,959	61.51		9,447		291,827
Continuous Offering Program - 2013 ⁽⁴⁾	685,735	13,996	60.84		965		41,603
Continuous Offering Program - 2014 ⁽⁵⁾	1,133,384	23,132	73.48		1,738		83,245
November 2014 equity offering ⁽⁶⁾	8,620,153	153,061	70.85		18,583		602,999


⁽¹⁾	Represents general partner units of WES issued to WES GP in exchange for WES GP’s proportionate capital contribution.


⁽²⁾	Includes the issuance of 915,000 WES common units pursuant to the full exercise of the underwriters’ over-allotment option.


⁽³⁾	Includes the issuance of 300,000 WES common units on January 3, 2014, pursuant to the partial exercise of the underwriters’ over-allotment option. Net proceeds from this partial exercise (including WES GP’s proportionate capital contribution) were $18.1 million.

⁽⁴⁾

Represents common and general partner units of WES issued during the year ended December 31, 2013, pursuant to WES’s registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) in August 2012 authorizing the issuance of up to an aggregate of $125.0 million of common units (the “Continuous Offering Program”). Gross proceeds generated (including WES GP’s proportionate capital contributions) during the year ended December 31, 2013, were $42.6 million. The price per unit in the table above represents an average price for all issuances under the Continuous Offering Program during 2013.

⁽⁵⁾

Represents common and general partner units of WES issued during the year ended December 31, 2014, under the Continuous Offering Program. Gross proceeds generated (including WES GP’s proportionate capital contributions) during the year ended December 31, 2014, were $85.0 million. The price per unit in the table above represents an average price for all issuances under the Continuous Offering Program during the year ended December 31, 2014. As of December 31, 2014, WES had used all the capacity to issue common units under this registration statement.


⁽⁶⁾	Includes the issuance of 1,120,153 WES common units pursuant to the partial exercise of the underwriters’ over-allotment option. Net proceeds from this partial exercise were $77.0 million. Beginning with this partial exercise, WES WGP elected not to make a corresponding capital contribution to maintain the 2.0% general partner interest in WES. See Note 3.

4. EQUITY AND PARTNERS’ CAPITAL (CONTINUED)

WES common and general partner units. The following table summarizes WES’s common, Class C and general partner units issued during the years ended December 31, 2014 and 2013:



	WES Common Units	WES Class C Units	WES General Partner Units	Total
Balance at December 31, 2012	104,660,553	—	2,135,930	106,796,483
Non-Operated Marcellus Interest acquisition	449,129	—	9,166	458,295
Long-Term Incentive Plan awards	12,395	—	253	12,648
May 2013 equity offering	7,015,000	—	143,163	7,158,163
Continuous Offering Program	685,735	—	13,996	699,731
December 2013 equity offering	4,500,000	—	91,837	4,591,837
Balance at December 31, 2013	117,322,812	—	2,394,345	119,717,157
December 2013 equity offering	300,000	—	6,122	306,122
Long-Term Incentive Plan awards	10,291	—	112	10,403
TEFR Interests acquisition	308,490	—	6,296	314,786
Continuous Offering Program	1,133,384	—	23,132	1,156,516
November 2014 equity offering	8,620,153	—	153,061	8,773,214
Class C unit issuance	—	10,913,853	—	10,913,853
Balance at December 31, 2014	127,695,130	10,913,853	2,583,068	141,192,051

WES Class C units. In connection with the closing of the DBM acquisition in November 2014, WES issued 10,913,853 Class C units to APC Midstream Holdings, LLC (“AMH”), a subsidiary of Anadarko, at a price of $68.72 per unit, generating proceeds of $750.0 million, pursuant to the Unit Purchase Agreement (“UPA”) with Anadarko and AMH. All outstanding Class C units will convert into common units on a one-for-one basis on December 31, 2017, unless WES elects to convert such units earlier or Anadarko extends the conversion date. The Class C units were issued to partially fund WES’s acquisition of DBM and the UPA contains an optional redemption feature that provides if WES were to receive cash proceeds from an entity that is not an affiliate of WES or AMH, and these cash proceeds were in relation to (i) the assets of DBM, (ii) the equity interests in DBM or (iii) the equity interests in a subsidiary of WES that owns a majority of the outstanding equity interests in DBM, then WES would be able to redeem up to $150.0 million of the Class C units within 10 days of the receipt of such proceeds. As of December 31, 2014, no Class C units had been redeemed.