10. Debt

Debt Activity The following summarizes the Company’s borrowing activity, after eliminating the effect of intercompany transactions, during the three months ended March 31, 2018:



	Carrying Value
millions	WES			WGP ⁽¹⁾		Anadarko ⁽²⁾			Anadarko Consolidated			Description
Balance at December 31, 2017	$	3,465		$	28	$	11,965		$	15,458
Issuances	394			—		—			394			WES 4.500% Senior Notes due 2028
	687			—		—			687			WES 5.300% Senior Notes due 2048
Borrowings	260			—		—			260			WES RCF
Repayments	(630		)	—		—			(630		)	WES RCF
	—			—		(8		)	(8		)	TEUs - senior amortizing notes
Other, net	—			—		13			13			Amortization of discounts, premiums, and debt issuance costs
Balance at March 31, 2018	$	4,176		$	28	$	11,970		$	16,174

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⁽¹⁾	Excludes WES.


⁽²⁾	Excludes WES and WGP.

10. Debt (Continued)

Debt The following summarizes the Company’s outstanding debt, including capital lease obligations, after eliminating the effect of intercompany transactions:



millions	WES			WGP ⁽¹⁾		Anadarko ⁽²⁾			Consolidated
March 31, 2018
Total borrowings at face value	$	4,220		$	28	$	13,506		$	17,754
Net unamortized discounts, premiums, and debt issuance costs ⁽³⁾	(44		)	—		(1,536		)	(1,580		)
Total borrowings ⁽⁴⁾	4,176			28		11,970			16,174
Capital lease obligations	—			—		230			230
Less short-term debt	—			28		733			761
Total long-term debt	$	4,176		$	—	$	11,467		$	15,643

December 31, 2017
Total borrowings at face value	$	3,490		$	28	$	13,514		$	17,032
Net unamortized discounts, premiums, and debt issuance costs ⁽³⁾	(25		)	—		(1,549		)	(1,574		)
Total borrowings ⁽⁴⁾	3,465			28		11,965			15,458
Capital lease obligations	—			—		231			231
Less short-term debt	—			—		142			142
Total long-term debt	$	3,465		$	28	$	12,054		$	15,547

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⁽¹⁾	Excludes WES.


⁽²⁾	Excludes WES and WGP.


⁽³⁾	Unamortized discounts, premiums, and debt issuance costs are amortized over the term of the related debt. Debt issuance costs related to RCFs are included in other current assets and other assets on the Company’s Consolidated Balance Sheets.


⁽⁴⁾	The Company’s outstanding borrowings, except for borrowings under the WGP RCF, are senior unsecured.

Fair Value The Company uses a market approach to determine the fair value of its fixed-rate debt using observable market data, which results in a Level 2 fair-value measurement. The carrying amount of floating-rate debt approximates fair value as the interest rates are variable and reflective of market rates. The estimated fair value of the Company’s total borrowings was $18.1 billion at March 31, 2018, and $17.7 billion at December 31, 2017.

10. Debt (Continued)

Anadarko Borrowings In January 2018, the Company amended its $3.0 billion senior unsecured RCF to extend the maturity date to January 2022 (APC RCF) and amended its $2.0 billion 364-day senior unsecured RCF to extend the maturity date to January 2019 (364-Day Facility). At March 31, 2018, Anadarko had no outstanding borrowings under the APC RCF or the 364-Day Facility and was in compliance with all covenants.

At March 31, 2018, Anadarko had outstanding borrowings of $9 million of senior amortizing notes associated with the TEUs, $114 million of 7.05% Debentures due May 2018, and $600 million of 8.70% Debentures due March 2019 classified as short-term debt on the Company’s Consolidated Balance Sheet. Short-term debt also included the current portion of the Company’s capital lease obligations.

Anadarko’s Zero Coupons can be put to the Company in October of each year, in whole or in part, for the then-accreted value of the outstanding Zero Coupons, which, if put in whole, will be $930 million at the next put date in October 2018. Anadarko’s Zero Coupons were classified as long-term debt on the Company’s Consolidated Balance Sheet at March 31, 2018, as the Company has the ability and intent to refinance these obligations using long-term debt, should the put be exercised.

The Company also has notes payable related to its ownership of certain noncontrolling mandatorily redeemable interests that are not included in the Company’s reported debt balance and do not affect consolidated interest expense. See Note 8—Equity-Method Investments in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

WES and WGP Borrowings In February 2018, WES amended its RCF to extend the maturity date from February 2020 to February 2023 and expanded the borrowing capacity to $1.5 billion (WES RCF). As part of the amendment, the WES RCF is expandable to a maximum of $2.0 billion. During the three months ended March 31, 2018, WES borrowed $260 million under its RCF, which was used for general partnership purposes, and made repayments of $630 million. At March 31, 2018, WES had no outstanding borrowings under its RCF, had outstanding letters of credit of $5 million, had available borrowing capacity of $1.495 billion, and was in compliance with all covenants. WES’s $350 million 2.600% Senior Notes due August 2018 were classified as long-term debt on the Company’s Consolidated Balance Sheet at March 31, 2018, as WES has the ability and intent to refinance these obligations using long-term debt.

In March 2018, WES completed a public offering of $400 million aggregate principal amount of 4.500% Senior Notes due March 2028 and a public offering of $700 million aggregate principal amount of 5.300% Senior Notes due March 2048. Net proceeds from the public offerings were used to repay amounts outstanding under the WES RCF, and the remaining net proceeds were used for general partnership purposes, including to fund capital expenditures.

In February 2018, WGP voluntarily reduced the aggregate commitments of the lenders under its senior secured RCF maturing in March 2019 from $250 million to $35 million (WGP RCF). Obligations under the WGP RCF are secured by a first priority lien on all of WGP’s assets (not including the consolidated assets of WES) as well as all equity interests owned by WGP. At March 31, 2018, WGP had outstanding borrowings of $28 million at an interest rate of 3.88%, classified as short-term debt on the Company’s Consolidated Balance Sheet, and had available borrowing capacity of $7 million. At March 31, 2018, WGP was in compliance with all covenants.