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
2014
March 31	$	0.25000	$	54,726	May 2014
June 30	0.27125		59,378		August 2014
September 30	0.29125		63,756		November 2014
December 31	0.31250		68,409		February 2015
2015
March 31	$	0.34250	$	74,977	May 2015
June 30 ⁽¹⁾	0.36375		79,630		August 2015


⁽¹⁾	On July 16, 2015, the Board of Directors of WGP GP declared a cash distribution to WGP unitholders of $0.36375 per unit, or $79.6 million in aggregate. The cash distribution is payable on August 21, 2015, to WGP unitholders of record at the close of business on July 31, 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
2014
March 31	$	0.625	$	98,749	May 2014
June 30	0.650		105,655		August 2014
September 30	0.675		111,608		November 2014
December 31	0.700		126,044		February 2015
2015
March 31	$	0.725	$	133,203	May 2015
June 30 ⁽¹⁾	0.750		139,736		August 2015

⁽¹⁾

On July 16, 2015, the Board of Directors of WES GP declared a cash distribution to WES unitholders of $0.750 per unit, or $139.7 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 August 12, 2015, to WES unitholders of record at the close of business on July 31, 2015.

3. PARTNERSHIP DISTRIBUTIONS (CONTINUED)

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 scheduled conversion date on December 31, 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.

WES issued the following PIK Class C units to APC Midstream Holdings, LLC (“AMH”), the holder of the Class C units, for the periods presented:



thousands except unit amounts For the Quarters Ended	PIK Class C Units	Implied Fair Value		Date of Distribution
2014
December 31 ⁽¹⁾	45,711	$	3,072	February 2015
2015
March 31	118,230	$	8,101	May 2015


⁽¹⁾	Prorated for the 37-day period the Class C units were outstanding during the fourth quarter of 2014.