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
2013
March 31	$	0.17875	$	39,128	May 2013
June 30	0.19750		43,232		August 2013
September 30	0.21375		46,789		November 2013
December 31	0.23125		50,620		February 2014
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	0.36375		79,630		August 2015
September 30	0.38125		83,461		November 2015
December 31 ⁽¹⁾	0.40375		88,389		February 2016


⁽¹⁾	On January 21, 2016, the Board of Directors of WGP GP declared a cash distribution to WGP unitholders of $0.40375 per unit, or $88.4 million in aggregate. The cash distribution was paid on February 22, 2016, to WGP unitholders of record at the close of business on February 1, 2016.

3. PARTNERSHIP DISTRIBUTIONS (CONTINUED)

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
2013
March 31	$	0.540	$	70,143	May 2013
June 30	0.560		79,315		August 2013
September 30	0.580		83,986		November 2013
December 31	0.600		92,609		February 2014
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	0.750		139,736		August 2015
September 30	0.775		146,160		November 2015
December 31 ⁽¹⁾	0.800		152,588		February 2016

⁽¹⁾

On January 21, 2016, the Board of Directors of WES GP declared a cash distribution to WES unitholders of $0.800 per unit, or $152.6 million in aggregate, including incentive distributions, but excluding distributions on WES Class C units (see WES Class C unit distributions below). The cash distribution was paid on February 11, 2016, to WES unitholders of record at the close of business on February 1, 2016.

WES’s available cash. The amount of available cash (as defined in WES’s partnership agreement) generally is all cash on hand at the end of the quarter, plus, at the discretion of WES GP, working capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by WES GP to provide for the proper conduct of WES’s business, including reserves to fund future capital expenditures; to comply with applicable laws, debt instruments or other agreements; or to provide funds for distributions to WES unitholders, and to WES GP for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement. It is intended that working capital borrowings, at the time of such borrowings, be repaid within 12 months. In all cases, working capital borrowings are used solely for working capital purposes or to fund distributions to partners.

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
June 30	153,020	8,721		August 2015
September 30	181,048	9,724		November 2015
December 31	323,584	10,070		February 2016


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

WES’s general partner interest and incentive distribution rights. As of December 31, 2015, WES GP was entitled to 1.8% of all quarterly distributions that WES makes prior to its liquidation and, as the holder of the IDRs, was entitled to incentive distributions at the maximum distribution sharing percentage of 48.0% for all periods presented, after the minimum quarterly distribution and the target distribution levels had been achieved. The maximum distribution sharing percentage of 49.8% does not include any distributions that WES GP may receive on common units that it may acquire.