10. Debt

Debt Activity The following summarizes the Company’s borrowing activity, after eliminating the effect of intercompany transactions, during the nine months ended September 30, 2018:



	Carrying Value
millions	WES			WGP ⁽¹⁾		Anadarko ⁽²⁾			Anadarko Consolidated			Description
Balance at December 31, 2017	$	3,465		$	28	$	11,965		$	15,458
Issuances
	394			—		—			394			WES 4.500% Senior Notes due 2028
	687			—		—			687			WES 5.300% Senior Notes due 2048
	396			—		—			396			WES 4.750% Senior Notes due 2028
	342			—		—			342			WES 5.500% Senior Notes due 2048
Borrowings
	320			—		—			320			WES RCF
Repayments
	(690		)	—		—			(690		)	WES RCF
	—			—		(114		)	(114		)	7.050% Debentures due 2018
	(350		)	—		—			(350		)	WES 2.600% Senior Notes due 2018
	—			—		(17		)	(17		)	TEUs - senior amortizing notes
Other, net	2			—		39			41			Amortization of discounts, premiums, and debt issuance costs
Balance at September 30, 2018	$	4,566		$	28	$	11,873		$	16,467

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⁽¹⁾	Excludes WES.


⁽²⁾	Excludes WES and WGP.

10. Debt (Continued)

Debt The following summarizes the Company’s outstanding debt, including capital lease obligations, after eliminating the effect of intercompany transactions:



millions	WES			WGP ⁽¹⁾		Anadarko ⁽²⁾			Consolidated
September 30, 2018
Total borrowings at face value	$	4,620		$	28	$	13,383		$	18,031
Net unamortized discounts, premiums, and debt issuance costs ⁽³⁾	(54		)	—		(1,510		)	(1,564		)
Total borrowings ⁽⁴⁾	4,566			28		11,873			16,467
Capital lease obligations	—			—		226			226
Less short-term debt	—			28		910			938
Total long-term debt	$	4,566		$	—	$	11,189		$	15,755

December 31, 2017
Total borrowings at face value	$	3,490		$	28	$	13,514		$	17,032
Net unamortized discounts, premiums, and debt issuance costs ⁽³⁾	(25		)	—		(1,549		)	(1,574		)
Total borrowings ⁽⁴⁾	3,465			28		11,965			15,458
Capital lease obligations	—			—		231			231
Less short-term debt	—			—		142			142
Total long-term debt	$	3,465		$	28	$	12,054		$	15,547

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⁽¹⁾	Excludes WES.


⁽²⁾	Excludes WES and WGP.


⁽³⁾	Unamortized discounts, premiums, and debt issuance costs are amortized over the term of the related debt. Debt issuance costs related to RCFs are included in other current assets and other assets on the Company’s Consolidated Balance Sheets.


⁽⁴⁾	The Company’s outstanding borrowings, except for borrowings under the WGP RCF, are senior unsecured.

Fair Value The Company uses a market approach to determine the fair value of its fixed-rate debt using observable market data, which results in a Level 2 fair-value measurement. The carrying amount of floating-rate debt approximates fair value as the interest rates are variable and reflective of market rates. The estimated fair value of the Company’s total borrowings was $17.8 billion at September 30, 2018, and $17.7 billion at December 31, 2017.

10. Debt (Continued)

Anadarko Borrowings In January 2018, the Company amended its $3.0 billion senior unsecured RCF to extend the maturity date to January 2022 (APC RCF) and amended its $2.0 billion 364-day senior unsecured RCF to extend the maturity date to January 2019 (364-Day Facility). At September 30, 2018, Anadarko had no outstanding borrowings under the APC RCF or the 364-Day Facility and was in compliance with all covenants.

At September 30, 2018, Anadarko had outstanding borrowings of $600 million of 8.700% Senior Notes due March 2019 and $300 million of 6.950% Senior Notes due June 2019 classified as short-term debt on the Company’s Consolidated Balance Sheet. Short-term debt also included the current portion of the Company’s capital lease obligations.

Anadarko’s Zero Coupons can be put to the Company in October of each year, in whole or in part, for the then-accreted value of the outstanding Zero Coupons. None of the Zero Coupons were put to the Company in October 2018. The Zero Coupons can next be put to the Company in October 2019, which, if put in whole, would be $980 million.

The Company also has notes payable related to its ownership of certain noncontrolling mandatorily redeemable interests that are not included in the Company’s reported debt balance and do not affect consolidated interest expense. See Note 8—Equity-Method Investments in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

WES and WGP Borrowings In February 2018, WES amended its RCF to extend the maturity date from February 2020 to February 2023 and expanded the borrowing capacity to $1.5 billion (WES RCF). As part of the amendment, the WES RCF is expandable to a maximum of $2.0 billion. During the nine months ended September 30, 2018, WES borrowed $320 million under its RCF, which was used for general partnership purposes, and made repayments of $690 million. At September 30, 2018, WES had no outstanding borrowings under its RCF, outstanding letters of credit of $5 million, available borrowing capacity of $1.495 billion, and was in compliance with all covenants.

In August 2018, WES completed a public offering of $400 million aggregate principal amount of 4.750% Senior Notes due August 2028 and a public offering of $350 million aggregate principal amount of 5.500% Senior Notes due August 2048. The net proceeds from the public offerings were used to repay the maturing WES $350 million of 2.600% Senior Notes due August 2018, and amounts outstanding under the WES RCF. The remaining net proceeds were used for general partnership purposes, including to fund capital expenditures.

In March 2018, WES completed a public offering of $400 million aggregate principal amount of 4.500% Senior Notes due March 2028 and a public offering of $700 million aggregate principal amount of 5.300% Senior Notes due March 2048. Net proceeds from the public offerings were used to repay amounts outstanding under the WES RCF and for general partnership purposes, including to fund capital expenditures.

In February 2018, WGP voluntarily reduced the aggregate commitments of the lenders under its senior secured RCF maturing in March 2019 from $250 million to $35 million (WGP RCF). Obligations under the WGP RCF are secured by a first priority lien on all of WGP’s assets (not including the consolidated assets of WES) as well as all equity interests owned by WGP. At September 30, 2018, WGP had outstanding borrowings of $28 million at an interest rate of 4.25%, classified as short-term debt on the Company’s Consolidated Balance Sheet, and had available borrowing capacity of $7 million. At September 30, 2018, WGP was in compliance with all covenants.