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 June 30, 2014, Anadarko held 199,137,365 of WGP’s 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 19,766,133 WGP common units, representing a 9.0% 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. As of August 4, 2014, Anadarko held 193,387,365 of WGP’s common units, representing an 88.3% limited partner interest in WGP, and the public held 25,516,133 WGP common units, representing an 11.7% limited partner interest in WGP.

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 June 30, 2014, WGP held 49,296,205 WES common units, representing a 40.6% limited partner interest in WES, and, through its ownership of WES GP, WGP indirectly held 2,408,699 general partner units, representing a 2.0% general partner interest in WES, and 100% of WES’s IDRs. As of June 30, 2014, other subsidiaries of Anadarko held 757,619 WES common units, representing a 0.6% limited partner interest in WES, and the public held 68,917,483 WES common units, representing a 56.8% limited partner interest in WES, which are both reflected as noncontrolling interests within the consolidated financial statements of WGP (see Note 1).

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



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
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⁾	1,034,587	1,824	73.24		1,565		74,343


⁽¹⁾	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 WES.


⁽²⁾	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.


⁽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 granted in connection with the December 2013 equity offering. 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 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) 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 three and six months ended June 30, 2014, under the Continuous Offering Program. Gross proceeds generated (including WES GP’s proportionate capital contributions) were $75.9 million. The price per unit in the table above represents an average price for all issuances under the Continuous Offering Program during the six months ended June 30, 2014. Does not include the issuance of 98,797 WES common units that were sold in June 2014, but settled in July 2014, or the issuance of 21,308 general partner units of WES to WES GP in exchange for WES GP’s proportionate capital contribution to maintain its 2.0% general partner interest in WES. As of June 30, 2014, WES had used substantially all the capacity to issue units under this registration statement.

WES common and general partner units. The following table summarizes WES’s common and general partner units issued during the six months ended June 30, 2014:



	WES Common Units	WES General Partner Units	Total
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	5,418	112	5,530
TEFR Interests acquisition	308,490	6,296	314,786
Continuous Offering Program	1,034,587	1,824	1,036,411
Balance at June 30, 2014	118,971,307	2,408,699	121,380,006