Equity and Partners' Capital

9 Months Ended

Sep. 30, 2013

Partners' Capital Notes [Abstract]

Equity and Partners' Capital

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 September 30, 2013, Anadarko held 199,137,365 WGP common units, representing a 91.0% 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 19,758,150 WGP common units, representing a 9.0% limited partner interest in WGP.

Net income per common unit. Net income attributable to periods prior to WGP’s IPO is attributable to subsidiaries of Anadarko and therefore not allocated to the limited partners for purposes of calculating net income per common unit. As a result, pre-IPO net income, representing the financial results prior to WGP’s IPO on December 12, 2012, has been excluded from the limited partners’ interest in net income.

Holdings of WES equity. As of September 30, 2013, WGP held 49,296,205 WES common units, representing a 43.1% limited partner interest in WES, and, through its ownership of WES GP, WGP indirectly held 2,288,573 general partner units, representing a 2.0% general partner interest in WES, and 100% of WES’s IDRs. As of September 30, 2013, AMM, a subsidiary of Anadarko, separately held 449,129 WES common units, representing a 0.4% limited partner interest in WES, and the public held 62,429,577 WES common units, representing a 54.5% 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 2012 and 2013:

thousands except unit    and per-unit amounts	WES Common Units Issued(1)	WES GP Units Issued(2)	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	7,015,000	143,163	61.18		13,203		424,733

⁽¹⁾  Includes the issuance of 915,000 WES common units pursuant to the full exercise of the underwriters’ over-allotment option granted in connection with the May 2013 equity offering.

⁽²⁾  Represents general partner units of WES issued to WES GP in exchange for WES GP’s proportionate capital contribution to maintain its 2.0% general partner interest.

In addition, pursuant to WES’s registration statement filed with the SEC in August 2012 authorizing the issuance of up to an aggregate of $125.0 million of WES common units (the “Continuous Offering Program”), WES initiated trades totaling 218,750 common units during the three and nine months ended September 30, 2013, at an average price per unit of $58.22, generating gross proceeds of $12.7 million (including WES GP’s proportionate capital contribution and before $0.1 million of invoiced offering expenses), of which $2.7 million had been received as of September 30, 2013.

WES common and general partner units. The following table summarizes WES common and general partner units issued during the nine months ended September 30, 2013:

	WES Common 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	6,879	140	7,019
May 2013 equity offering	7,015,000	143,163	7,158,163
Continuous Offering Program	43,350	174	43,524
Balance at September 30, 2013	112,174,911	2,288,573	114,463,484