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
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	0.40375		88,389		February 2016
2016
March 31	$	0.42375	$	92,767	May 2016
June 30	0.43375		94,958		August 2016
September 30 ⁽¹⁾	0.44750		97,968		November 2016


⁽¹⁾	The Board of Directors of WGP GP declared a cash distribution to WGP unitholders for the third quarter of 2016 of $0.44750 per unit, or $98.0 million in aggregate. The cash distribution is payable on November 22, 2016, to WGP unitholders of record at the close of business on October 31, 2016.

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
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	0.800		152,588		February 2016
2016
March 31	$	0.815	$	158,905	May 2016
June 30	0.830		162,827		August 2016
September 30 ⁽¹⁾	0.845		166,742		November 2016

⁽¹⁾

The Board of Directors of WES GP declared a cash distribution to WES unitholders for the third quarter of 2016 of $0.845 per unit, or $166.7 million in aggregate, including incentive distributions, but excluding distributions on WES Class C units (see WES Class C unit distributions below) and WES Series A Preferred units (see WES Series A Preferred unit distributions below). The cash distribution is payable on November 10, 2016, to WES unitholders of record at the close of business on October 31, 2016.

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 distributions of WES’s available cash until they are converted to WES 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 made distributions to APC Midstream Holdings, LLC (“AMH”), the holder of the Class C units, of (i) 214,416 PIK Class C units in August 2016, for the quarterly distribution period ended June 30, 2016, (ii) 210,562 PIK Class C units in May 2016, for the quarterly distribution period ended March 31, 2016, and (iii) 323,584 PIK Class C units in February 2016, for the quarterly distribution period ended December 31, 2015.

WES Series A Preferred unit distributions. As further described in Note 4, WES issued Series A Preferred units representing limited partner interests in WES to private investors in March 2016 and April 2016. The Series A Preferred unitholders receive quarterly distributions in cash equal to $0.68 per Series A Preferred unit, subject to certain adjustments. The holders of the WES Series A Preferred units are entitled to certain rights that are senior to the rights of holders of WES common and Class C units, such as rights to distributions and rights upon liquidation of WES. No payment or distribution on any junior equity security of WES, including WES common and Class C units, for any quarter is permitted prior to the payment in full of the WES Series A Preferred unit distribution (including any outstanding arrearages). For the quarter ended September 30, 2016, the WES Series A Preferred unitholders will receive an aggregate cash distribution of $14.9 million (to be paid in November 2016). For the quarter ended June 30, 2016, the WES Series A Preferred unitholders received an aggregate cash distribution of $14.1 million (paid in August 2016) comprised of a quarterly per unit distribution prorated for the 77-day period 7,892,220 WES Series A Preferred units were outstanding during the second quarter of 2016 and a full quarterly per unit distribution on 14,030,611 Series A Preferred units. For the quarter ended March 31, 2016, the WES Series A Preferred unitholders received an aggregate cash distribution of $1.9 million (paid in May 2016), based on the quarterly per unit distribution prorated for the 18-day period 14,030,611 WES Series A Preferred units were outstanding during the first quarter of 2016. See Note 4 for further discussion of the WES Series A Preferred units.