3. PARTNERSHIP DISTRIBUTIONS

WGP partnership distributions. WGP’s partnership agreement requires WGP to distribute all of its available cash (as defined in its partnership agreement) to WGP unitholders of record on the applicable record date within 55 days of the end of each quarter. The Board of Directors of WGP GP declared the following cash distributions to WGP unitholders for the periods presented:



thousands except per-unit amounts Quarters Ended	Total Quarterly Distribution per Unit		Total Quarterly Cash Distribution		Date of Distribution
March 31, 2014	$	0.25000	$	54,726	May 2014
March 31, 2015 ⁽¹⁾	0.34250		74,977		May 2015


⁽¹⁾	On April 20, 2015, the Board of Directors of WGP GP declared a cash distribution to WGP unitholders of $0.34250 per unit, or $75.0 million in aggregate. The cash distribution is payable on May 22, 2015, to WGP unitholders of record at the close of business on April 30, 2015.

WES partnership distributions. WES’s partnership agreement requires WES to distribute all of its available cash (as defined in WES’s partnership agreement) to WES unitholders of record on the applicable record date within 45 days of the end of each quarter. The Board of Directors of WES GP declared the following cash distributions to WES’s common and general partner unitholders for the periods presented:



thousands except per-unit amounts Quarters Ended	Total Quarterly Distribution per Unit		Total Quarterly Cash Distribution		Date of Distribution
March 31, 2014	$	0.625	$	98,749	May 2014
March 31, 2015 ⁽¹⁾	0.725		133,203		May 2015

⁽¹⁾

On April 20, 2015, the Board of Directors of WES GP declared a cash distribution to WES unitholders of $0.725 per unit, or $133.2 million in aggregate, including incentive distributions, but excluding distributions on WES Class C units (see WES Class C unit distributions below). The cash distribution is payable on May 13, 2015, to WES unitholders of record at the close of business on April 30, 2015.

WES Class C unit distributions. WES’s Class C units receive quarterly distributions at a rate equivalent to WES’s common units. The distributions are paid in the form of additional Class C units (“PIK Class C units”) until the end of 2017 (unless earlier converted), and the Class C units are disregarded with respect to WES’s distribution of WES’s available cash until they are converted to common units. The number of additional PIK Class C units to be issued in connection with a distribution payable on the Class C units is determined by dividing the corresponding distribution attributable to the Class C units by the volume-weighted-average price of WES’s common units for the ten days immediately preceding the payment date for the WES common unit distribution, less a 6% discount. WES records the PIK Class C unit distributions at fair value at the time of issuance. This Level 2 fair value measurement uses WES’s unit price as a significant input in the determination of the fair value. On February 12, 2015, WES issued 45,711 PIK Class C units to APC Midstream Holdings, LLC (“AMH”), a subsidiary of Anadarko and the holder of the Class C units, based on the $0.700 common unit distribution for the fourth quarter of 2014, with an implied fair value of $3.1 million. The Class C unit distribution was prorated for the 37-day period the Class C units were outstanding during the fourth quarter of 2014.