What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-27 · 926 added, 644 removed, 429 unchanged (79% of the section changed)

9 unchanged sentences

Changes in Internal Control Over Financial Reporting .

On August 8, 2019, Anadarko, the indirect general partner and majority unitholder of WES, was acquired by Occidental pursuant to the Occidental Merger.

Occidental is in the process of integrating Anadarko and its internal control processes, resulting in certain of Anadarko’s internal controls shared by WES and WES Operating being superseded by Occidental’s internal controls.

With the exception of Occidental shared controls, there were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended December 31, 2019 , that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

Except as described below, there were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

In October 2020, WES and WES Operating transitioned from Occidental’s Enterprise Resource Planning (“ERP”) system to a stand-alone ERP system.

As a result of this implementation, certain processes and internal controls over financial reporting that were provided by Occidental under the Services Agreement have transitioned to WES.

Information technology general controls and associated business process controls have been implemented by WES to address the new environment associated with the implementation of this system.

There are inherent risks in implementing any new system, and Management will continue to evaluate these control changes as part of its assessment of internal control over financial reporting.

Other Information

3 unchanged sentences

Instead, our general partner manages our operations and activities.

Our general partner is not elected by our unitholders and is not subject to re-election in the future.

The directors of our general partner oversee our operations.

3 unchanged sentences

Our general partner, therefore, may cause us to incur indebtedness or other obligations that are nonrecourse to it.

Our Board of Directors has 11 members, five of whom are independent as defined under the independence standards established by the NYSE and the Exchange Act.

The officers of our general partner are also officers of WES Operating GP.

Our Board of Directors has eight members, three of whom are independent as defined under the independence standards established by the NYSE and the Exchange Act.

The NYSE does not require a listed limited partnership, such as us, to have a majority of independent directors on the Board of Directors or to establish a compensation committee or a nominating committee.

Our Board of Directors has affirmatively determined that Messrs.

Arnold, James R.

Crane, Thomas R.

Hix, Craig W.

Stewart, and David J.

Tudor are independent as described in the rules of the NYSE and the Exchange Act.

With respect to Mr.

Crane (the principal owner and Chairman of the Houston Astros Baseball Club), the Board specifically considered payments made by Occidental to Houston Astros-affiliated companies for viewing suites, concessions, sponsorship, and advertising opportunities, and contributions made by Occidental to charitable institutions affiliated with Mr.

The Board determined that such transactions do not impact Mr.

Crane’s independence.

The officers of our general partner are also officers of WES Operating GP.

During 2019, the executive officers of our general partner allocated their time between managing our business and affairs and the business and affairs of Occidental.

Following the execution of the Services Agreement on December 31, 2019, the executive officers and certain other management personnel of our general partner are employed directly by the Partnership and devote 100% of their time to our business and affairs.

The remaining employees that operate our business are currently Occidental employees, but will be transferred to direct employment by the Partnership prior to the end of 2020, as required by the Services Agreement.

The Services Agreement, the omnibus agreements, which were terminated on December 31, 2019, and the services and secondment agreement, which was amended and restated on December 31, 2019 by the Services Agreement, are described under Part III, Item 13 of this Form 10-K.

Owen and David J.

Schulte and Ms.

Stewart are independent as described in the rules of the NYSE and the Exchange Act.

Board Leadership Structure

7 unchanged sentences

The following table sets forth certain information with respect to the directors and executive officers of our general partner as of February 22, 2021.

Position with Western Midstream Holdings, LLC

Glenn Vangolen

Chairman of the Board (effective August 8, 2019)

President, Chief Executive Officer and Director

(effective August 8, 2019)

Senior Vice President and Chief Financial Officer

(effective October 17, 2019)

Senior Vice President and Chief Commercial Officer

(effective October 17, 2019)

Senior Vice President and Chief Operating Officer

(effective August 8, 2019)

Name Age Position with Western Midstream Holdings, LLC

Glenn Vangolen 61 Chairman of the Board

Ure 44 President, Chief Executive Officer, Chief Financial Officer, and Director

Bourne 65 Senior Vice President and Chief Commercial Officer

Collins 48 Senior Vice President and Chief Operating Officer

Christopher B.

Senior Vice President, General Counsel and Corporate Secretary

(effective December 16, 2019)

Vice President and Chief Accounting Officer

(effective October 17, 2019)

Senior Vice President, Operations and Engineering

(effective October 17, 2019)

President, Chief Executive Officer and Director

(through August 7, 2019)

Senior Vice President, Chief Financial Officer and Treasurer

(through October 16, 2019)

Director (effective February 28, 2019)

Director (effective August 8, 2019)

Director (effective February 28, 2019)

Director (effective August 8, 2019)

Dial 44 Senior Vice President, General Counsel and Corporate Secretary

Green 47 Vice President and Chief Accounting Officer

Griffie 47 Senior Vice President, Operations and Engineering

Bennett 53 Director

Brown 50 Director

Clark 51 Director (effective December 15, 2020)

Owen 47 Director (effective September 11, 2020)

Schulte 59 Director (effective September 11, 2020)

Stewart 63 Director (effective September 11, 2020)

Our directors hold office until their successors are duly elected and qualified or until the earlier of their death, resignation, removal, or disqualification.

32 unchanged sentences

Biography/Qualifications

Pearl has served as Senior Vice President and Chief Financial Officer of our general partner since October 2019.

Pearl joined Anadarko in 2004 and served in various leadership positions within Anadarko’s accounting and finance organization, including Director Corporate Tax, Corporate Controller, Vice President Finance and Treasurer, and most recently as Senior Vice President, Investor Relations.

Pearl also served as Senior Vice President and Chief Financial Officer of the general partner of Western Midstream Operating, LP (formerly Western Gas Partners, LP) at the time of its 2008 IPO.

Prior to joining Anadarko, Mr.

Pearl began his career at EY, where he held positions of increasing responsibility in corporate tax and finance.

Houston, Texas

Officer since:

Biography/Qualifications

Bourne has served as Senior Vice President and Chief Commercial Officer of our general partner since October 2019.

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Collins was responsible for leading Occidental’s midstream operations business unit.

From April 2019 to May 2019, Mr.

Collins served as Chief Operating Officer of Altus Midstream.

From April 2018 to April 2019, Mr.

Collins served as Vice President and Chief Operating Officer — Midstream, of Alta Mesa Resources, Inc., which filed a petition under the federal bankruptcy laws in September 2019.

Collins served as Vice President — Midstream, of Alta Mesa Resources, Inc., which filed a petition under the federal bankruptcy laws in September 2019.

Concurrent with the role at Alta Mesa Resources, Inc., Mr.

Collins also served as Chief Operating Officer of Kingfisher Midstream, a wholly owned subsidiary of Alta Mesa Resources, Inc.

From February 2017 to April 2018, Mr.

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During her 18 years at Anadarko, Ms.

Green has served in a variety of diverse roles throughout the Anadarko accounting and finance organization, including internal audit, technical U.S.

Green served in a variety of diverse roles throughout the Anadarko accounting and finance organization, including internal audit, technical U.S.

GAAP accounting, internal controls, and most recently as Director, Expenditure Accounting.

14 unchanged sentences

Houston, Texas

Director from:

November 2018 to August 2019

Not Independent

Officer from:

November 2018 to August 2019

Biography/Qualifications

Fielder served as President and Director of our general partner from November 2018 to August 2019, and as Chief Executive Officer of our general partner from January 2019 to August 2019.

Fielder also served as Senior Vice President, Midstream of Anadarko from November 2018 to August 2019.

Prior to these positions, Ms.

Fielder served in positions of increasing responsibility at Anadarko, including Vice President, Investor Relations from September 2016 to November 2018, Midstream Corporate Planning Manager from December 2015 to September 2016, Director, Investor Relations from June 2014 to December 2015, and General Manager, Carthage/North Louisiana from June 2013 to June 2014.

Prior to serving in these roles, Ms.

Fielder held various exploration and operations engineering positions at Anadarko in both the U.S.

onshore and the deepwater Gulf of Mexico.

Houston, Texas

Officer from:

May 2017 to October 2019

Biography/Qualifications

Casas served as Senior Vice President, Chief Financial Officer and Treasurer of our general partner from May 2017 to October 2019.

Casas also served as Vice President, Finance of Anadarko from May 2017 to October 2019.

Casas has served as Vice President and Treasurer of Occidental since October 2019.

Prior to joining WES, Mr.

Casas served as Senior Vice President and Chief Financial Officer of Clayton Williams Energy, Inc.

from October 2016 until the company’s sale in April 2017.

Previously, Mr.

Casas served as Vice President and Chief Financial Officer of the general partner of LRR Energy, L.P., a publicly traded exploration and production master limited partnership, from 2011 to October 2015, and as Vice President and Chief Financial Officer of Laredo Energy, a privately held oil and gas company, from 2009 to 2011.

Prior to joining Laredo Energy, Mr.

Casas worked for over a decade in various positions and industry groups in the investment banking divisions at Donaldson, Lufkin & Jenrette, and Credit Suisse.

Houston, Texas

Director since:

February 2019

Biography/Qualifications

Arnold has served as a director of our general partner and as a member of the Audit Committee of the Board of Directors since February 2019.

Arnold served as a director of the general partner of Western Gas Partners, LP (now WES Operating) and as a member of that board’s Special Committee and Audit Committee from February 2014 through February 2019.

Arnold served on the board of directors of the general partner of Spectra Energy Partners, LP from 2007 to December 2013, during which time Mr.

Arnold served on that board’s Audit Committee and Conflicts Committee.

Arnold served as Chairman of each of those committees at separate times during his board membership.

Arnold is engaged in private investment management and consulting services in Houston, Texas, through 3 Lights Management Co., serving as its President since inception in 2000.

Arnold has over ten years of institutional investment management experience with Prudential Financial, Inc.

Arnold brings strong risk assessment and strategic expertise to the Board.

Houston, Texas

Director since:

Not Independent

Biography/Qualifications

Backus has served as a director of our general partner’s Board of Directors since August 2019.

She has served as General Counsel of Occidental since 2013, Senior Vice President since 2014, and Chief Compliance Officer since 2015.

Backus is responsible for overseeing Occidental’s legal and compliance departments worldwide.

Prior to joining Occidental, Ms.

Backus was a partner at the law firm Vinson & Elkins L.L.P., heading the firm’s Energy Transactions/Projects Practice Group and serving in key leadership positions.

Houston, Texas

Director since:

Not Independent

Biography/Qualifications

Bennett has served as a director of our general partner’s Board of Directors since August 2019.

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Brown has served as a director of our general partner’s Board of Directors since August 2019.

Brown has served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental since November 2018.

Brown served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental from November 2018 to March 2020.

In this role, Mr.

Brown is responsible for, among other things, Occidental’s global business development functions and global supply chain management.

Brown was responsible for, among other things, Occidental’s global business development functions and global supply chain management.

Brown previously served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018.

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Director since:

February 2019

Biography/Qualifications

Crane has served as a director of our general partner and as a member of the Special Committee of the Board of Directors since February 2019.

Crane served as a director of the general partner of Western Gas Partners, LP (now WES Operating) and as a member of that board’s Special Committee and Audit Committee from 2008 through February 2019.

Crane became the principal owner and Chairman of the Houston Astros Baseball Club.

Crane also is the Chairman and Chief Executive Officer of Crane Capital Group Inc., an investment management company he founded.

Crane Capital Group currently invests in transportation, real estate, and asset management.

Its holdings include Crane Worldwide Logistics, a premier global provider of customized transportation and logistics services with 100 offices in 29 countries.

Prior to founding Crane Capital Group Inc., Mr.

Crane was founder, Chairman and Chief Executive Officer of EGL, Inc., a global transportation, supply chain management, and information services company, from 1984 until its sale in 2007.

Crane currently serves as a director of Nabors Industries Ltd., an international drilling contractor and well-services provider and Cargojet Inc., a Canadian cargo services company.

From 2010 to February 2012, Mr.

Crane served as a director of Fort Dearborn Life Insurance Company, a subsidiary of Health Care Service Corporation, and from 1999 to 2007 he served as a director of HCC Insurance Holdings, Inc.

Houston, Texas

Director since:

December 2020

Not Independent

Biography/Qualifications

Hix has served as a director of our general partner and as a member of the Audit Committee of the Board of Directors since January 2013.

Hix has served as Chairman of the Audit Committee since August 2019 and served as Chairman of the Special Committee of the Board of Directors from January 2013 to August 2019.

Hix has been a business consultant since 2003, and previously served as Senior Vice President of Finance and Chief Financial Officer of Cooper Cameron Corporation from 1995 to 2003.

Prior to joining Cooper Cameron Corporation, Mr.

Hix held several executive finance and accounting positions in the energy industry.

Hix has significant expertise in finance and accounting and experience in mergers and acquisitions.

Hix currently serves as a director of Ascent Resources, LLC, a privately owned exploration and production company focused on natural gas, oil, and NGLs in the Appalachian basin.

Hix previously served as a director of Health Care Services Corporation from 2004 to November 2017, as a director of EP Energy Corporation from April 2014 to December 2017, as a director of El Paso Corporation from 2004 to May 2012, and as a director of Rowan Companies plc from 2009 to April 2019.

Clark has served as a director of our general partner’s Board of Directors since December 2020.

Clark presently holds the position of Vice President, Deputy General Counsel and Corporate Secretary at Occidental, having joined Occidental in 2014.

Prior to joining Occidental, Ms.

Clark was Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at a private-equity backed industrial distributor to the energy and petrochemicals markets.

Before that, Ms.

Clark was a Corporate Partner at Vinson & Elkins LLP, where she specialized in mergers and acquisitions, securities regulation and corporate governance.

She began her legal career with Wachtell, Lipton, Rosen & Katz where she was a Corporate Associate.

Prior to entering the law, Ms.

Clark was an auditor at Arthur Andersen LLP.

Houston, Texas

Director since:

Not Independent

September 2020

Biography/Qualifications

Kirk has served as a director of our general partner’s Board of Directors since August 2019.

She was appointed Senior Vice President, Integration, of Occidental in August 2019.

In her current role, Ms.

Kirk is responsible for overseeing the integration of Anadarko and facilitating Occidental’s achievement of its synergy targets.

Prior to her current position with Occidental, Ms.

Kirk served as Vice President, Controller and Principal Accounting Officer of Occidental from 2014 to August 2019, and was responsible for the direct oversight of Occidental’s financial reporting, accounting, and internal controls functions.

Kirk joined Occidental in 1999 and has served in financial roles of increasing responsibility and leadership.

Prior to joining Occidental, Ms.

Kirk was with Arthur Andersen, LLP.

Kirk also serves on the board of directors of Republic Services, Inc., where she serves as chair of the Audit Committee and as a member of the Sustainability & Corporate Responsibility Committee.

Kirk also serves on the boards of the Boys and Girls Club of the Greater Houston Area and the Houston Women’s Chamber.

Calgary, Alberta, Canada

Owen has served as a director of our general partner, Chairman of the Audit Committee, and a member of the Special Committee of the Board of Directors since September 2020.

Owen has been a consultant and entrepreneur since March 2018 and previously served as Co-founder, President and Chief Executive Officer of Moda Midstream from 2015 to 2018.

Prior to Moda, Mr.

Owen was at Oiltanking Partners, where he served as President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P.

OILT) and Oiltanking North America (OTNA).

Owen originally joined OTNA in 2011 as Vice President and Chief Financial Officer and led the IPO of Oiltanking Partners, later moving into an operations role running the company's largest global terminal assets before becoming Chief Executive Officer.

Before he joined Oiltanking, Mr.

Owen worked in the energy investment banking groups at Citigroup Global Markets Inc.

and UBS Investment Bank, where he advised on mergers and acquisitions, joint ventures, IPOs, and equity and debt transactions primarily for the midstream energy sector.

Kansas City, Missouri

Director since:

September 2020

Biography/Qualifications

Stewart has served as a director of our general partner and as a member of the Special Committee of the Board of Directors since January 2013.

Stewart also served on the Audit Committee of our general partner’s Board of Directors from January 2013 through August 2019.

Stewart served as a director of RMP Energy Inc.

from 2011 to May 2017, having served as its Executive Chairman from 2011 to January 2017, and as Chairman, President and Chief Executive Officer of a predecessor entity, RMP Energy Ltd., from 2008 until 2011.

Stewart served as President and Chief Executive Officer of Rider Resources Ltd.

from 2003 to 2008, and prior to joining Rider Resources, held various executive and director positions with companies in the energy industry.

Schulte has served as a director of our general partner, Chairman of the Special Committee, and a member of the Audit Committee of the Board of Directors since September 2020.

Schulte serves as Chairman, Chief Executive Officer and President of CorEnergy Infrastructure, Inc., the first publicly traded energy infrastructure real estate investment trust.

Prior to founding CorEnergy, Mr.

Schulte was a co-founder and a Managing Director of Tortoise Capital Advisors where, from 2002 to 2015, he served on the investment committee and as a leader of new product development, and as President of several NYSE listed closed-end funds.

Tortoise is a pioneer in developing funds focused on listed energy infrastructure debt and equity securities, including the first closed end master limited partnership fund in 2004.

Prior to Tortoise, Mr.

Schulte had professional experience in private equity and investment banking.

Houston, Texas

Director since:

December 2012

September 2020

Biography/Qualifications

Tudor has served as a director of our general partner and as a member of the Audit Committee of the Board of Directors since December 2012.

Tudor has served as Chairman of the Special Committee of our general partner’s Board of Directors since August 2019 and served as Chairman of the Audit Committee from December 2012 through August 2019.

Tudor also served as a director of the general partner of Western Gas Partners, LP (now WES Operating) and as Chairman of the Audit Committee of WES Operating’s board of directors from 2008 to February 2019, and as a member of the Special Committee of WES Operating’s board of directors from 2008 to December 2012.

Since May 2016, Mr.

Tudor has served as Chief Executive Officer and General Manager of Associated Electric Cooperative Inc., a member-owned, member-governed wholesale power provider serving Missouri, Iowa, and Oklahoma.

From May 2013 to May 2016, Mr.

Tudor served as President and Chief Executive Officer of Champion Energy Services, a retail electric provider.

From 1999 through 2013, Mr.

Tudor was the President and Chief Executive Officer of ACES, an Indianapolis-based commodity risk management company owned by 21 generation and transmission cooperatives throughout the United States.

Prior to joining ACES, Mr.

Tudor was the Executive Vice President & Chief Operating Officer of PG&E Energy Trading, where he managed commercial operations in the United States and Canada.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our general partner’s directors and executive officers, and persons who own more than 10 percent of a registered class of our equity securities, to file with the SEC, and any exchange or other system on which such securities are traded or quoted, initial reports of ownership and reports of changes in ownership of our common units, and other equity securities.

Officers, directors, and greater-than-10-percent unitholders are required by the SEC’s regulations to furnish to us, and any exchange or other system on which such securities are traded or quoted, with copies of all Section 16(a) forms they file with the SEC.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that all reporting obligations of our general partner’s officers, directors, and greater-than-10-percent unitholders under Section 16(a) were satisfied during the year ended December 31, 2019 , except that on November 22, 2019, a late Form 4 was filed with respect to the purchase of 80,000 WES common units by Mr.

Reimbursement of Expenses of Our General Partner and Its Affiliates

Stewart has served as a director of our general partner, a member of the Audit Committee, and a member of the Special Committee of the Board of Directors since September 2020.

Stewart serves as Sheridan Production Partners Executive Chairman, a position she has held since April 2020.

From the founding of Sheridan in 2006, she served as Chairman, Chief Executive Officer and Chief Investment Officer overseeing all aspects of Sheridan acquisitions and the implementation of Sheridan’s strategy.

In September 2019, eight Sheridan entities for which Ms.

Stewart served as an executive officer filed a Chapter 11 bankruptcy case in the Southern District of Texas.

Stewart has more than 35 years of experience in the oil and gas industry in engineering and management positions.

Prior to founding Sheridan, Ms.

Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P and other non-regulated businesses.

Prior to her time at El Paso, Ms.

Stewart spent 20 years at Apache, leaving in January 2004 as Executive Vice President with responsibility for reservoir engineering, business development, land, environmental, health and safety, and corporate purchasing.

Reimbursement of Expenses of Our General Partner and Its Related Parties

Our general partner does not receive any management fee or other compensation for its management of WES.

8 unchanged sentences

The Audit Committee is comprised of three independent directors, Messrs.

Hix (Chairman), Arnold, and Tudor, each of whom is able to understand fundamental financial statements and at least one of whom has past experience in accounting or related financial management experience.

Owen (Chairman) and Schulte and Ms.

Stewart, each of whom is able to understand fundamental financial statements and at least one of whom has past experience in accounting or related financial management experience.

The Board has determined that each member of the Audit Committee is independent under the NYSE listing standards and the Exchange Act.

In making the independence determination, the Board considered the requirements of the NYSE and our Code of Business Conduct and Ethics.

The Audit Committee held five meetings in 2019 .

Hix has been designated by the Board of Directors as the “Audit Committee financial expert” meeting the requirements promulgated by the SEC based upon his education and employment experience as more fully detailed in Mr.

Hix’s biography set forth above.

In making the independence determination, the Board considered the requirements of the NYSE and our Code of Ethics and Business Conduct.

The Audit Committee held four meetings in 2020.

Owen has been designated by the Board of Directors as the “Audit Committee financial expert” meeting the requirements promulgated by the SEC based upon his education and employment experience as more fully detailed in Mr.

Owen’s biography set forth above.

The Audit Committee assists the Board of Directors in its oversight of the integrity of the consolidated financial statements, internal control over financial reporting, and compliance with legal and regulatory requirements, and the policies and controls of WES and WES Operating.

4 unchanged sentences

The Special Committee is comprised of three independent directors, Messrs.

Tudor (Chairman), Crane, and Stewart.

Schulte (Chairman) and Owen and Ms.

The Special Committee reviews specific matters that the Board believes may involve conflicts of interest (including certain transactions with Occidental).

The Special Committee will determine, as set forth in our partnership agreement, if the resolution of a conflict of interest submitted to it is fair and reasonable to us.

The members of the Special Committee are not officers or employees of our general partner or directors, officers, or employees of its affiliates, including Occidental.

The members of the Special Committee are not officers or employees of our general partner or directors, officers, or employees of its related parties, including Occidental.

Our partnership agreement provides that any matters approved in good faith by the Special Committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our general partner of any duties it may owe us or our unitholders.

The Special Committee held three meetings during 2019 .

The Special Committee held two meetings during 2020.

Meeting of Non-Management Directors and Communications with Directors

At each quarterly meeting of our Board of Directors, all of our independent directors meet in an executive session without management participation or participation by non-independent directors.

Tudor, the Chairman of the Special Committee, presides over these executive sessions.

Under our Corporate Governance Guidelines, these meetings are chaired on a rotating basis by the chairpersons of the Board’s Audit Committee and Special Committee.

The Board of Directors welcomes questions or comments about WES and its operations.

Unitholders or interested parties may contact the Board of Directors, including any individual director, at BoardofDirectors@westernmidstream.com or at the following address and fax number:

Name of the Director(s), c/o Secretary, Western Midstream Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands, Texas 77380, (832) 636-6001.

Unitholders or interested parties may contact the Board of Directors, including any individual director, at BoardofDirectors@westernmidstream.com or at the following address:

Name of the Director(s), c/o Secretary, Western Midstream Holdings, LLC, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380.

Code of Ethics, Corporate Governance Guidelines, and Board Committee Charters

Our general partner has adopted a Code of Ethics for CEO and Senior Financial Officers (the “Code of Ethics”), which applies to our general partner’s Chief Executive Officer, Chief Financial Officer, principal accounting officer, Controller, and all other senior financial and accounting officers of our general partner.

Our general partner has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”), which applies to our general partner’s Chief Executive Officer, Chief Financial Officer, principal accounting officer, Controller, and all other senior financial and accounting officers of our general partner.

Our Code of Ethics is also applicable to all WES employees.

If the general partner amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, we will disclose the information on our website.

Our general partner has also adopted Corporate Governance Guidelines that outline the important policies and practices regarding our governance and a Code of Business Conduct and Ethics applicable to all employees of Occidental or affiliates of Occidental who perform services for us and our general partner.

We make available free of charge, within the “Governance” section of our website at www.westernmidstream.com , and in print to any unitholder who so requests, our Code of Ethics, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee charter, and Special Committee charter.

Our general partner has also adopted Corporate Governance Guidelines that outline the important policies and practices regarding our governance.

We make available free of charge, within the “Governance” section of our website at www.westernmidstream.com , and in print to any unitholder who so requests, our Code of Ethics, Corporate Governance Guidelines, Audit Committee charter, and Special Committee charter.

Requests for print copies may be directed to investors@westernmidstream.com or to:

Investor Relations, Western Midstream Partners, LP, 1201 Lake Robbins Drive, The Woodlands, Texas 77380, or telephone (832) 636-6000.

Investor Relations, Western Midstream Partners, LP, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380, or telephone (832) 636-1009.

The information contained on, or connected to, our website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.

1 unchanged sentence

COMPENSATION DISCUSSION AND ANALYSIS

For the year ended December 31, 2019, we did not directly employ any of the persons responsible for managing our business.

Rather, until December 31, 2019, all of the employees, including executive officers, who managed our business were employed by Occidental (or, prior to the Occidental Merger, by Anadarko) and their respective subsidiaries other than us.

In addition, our general partner’s Board of Directors does not have a compensation committee.

For the year ended December 31, 2019, the compensation of Anadarko’s and Occidental’s employees that perform services on our behalf, including our general partner’s executive officers, was approved by Anadarko’s and Occidental’s management.

For the year ended December 31, 2019, our reimbursement to Anadarko and Occidental for the compensation of executive officers was governed by our omnibus agreement.

Under our partnership agreement and our omnibus agreement, for the year ended December 31, 2019, we reimbursed general and administrative expenses as determined by Anadarko and Occidental in their reasonable discretion.

Read the caption Shared services agreements under Part III, Item 13 of this Form 10-K.

Our general partner’s “named executive officers” for 2019 were Robin H.

Fielder (the principal executive officer through August 7, 2019), Michael P.

Ure (the principal executive officer effective August 8, 2019), Jaime R.

Casas (the principal financial officer and principal accounting officer through October 16, 2019), Michael C.

Pearl (the principal financial officer effective October 17, 2019), Craig W.

Collins (the principal operating officer effective August 8, 2019), Robert W.

Bourne (Senior Vice President and Chief Commercial Officer effective October 17, 2019), Charles G.

Griffie (Senior Vice President, Operations and Engineering effective October 17, 2019), and John D.

Montanti (Vice President, General Counsel and Corporate Secretary through December 13, 2019).

With respect to the executive officers who, during their periods of service as executive officers of our general partner, were not fully dedicated to our business, compensation paid or awarded by us in 2019 reflects only the portion of compensation expense that was allocated to us pursuant to Anadarko’s and Occidental’s allocation methodology, as described below, and subject to the terms of our omnibus agreement.

For the year ended December 31, 2019, Anadarko and Occidental had the ultimate decision-making authority with respect to the total compensation of the named executive officers and, subject to the terms of our omnibus agreement, the portion of such compensation we reimbursed pursuant to Anadarko’s and Occidental’s allocation methodology.

Generally, once Anadarko and Occidental had established the total aggregate amount the named executive officers were eligible to be paid or awarded with respect to each element of compensation, such aggregate amount was then multiplied by a time allocation percentage for each named executive officer.

Each allocation percentage was established based on a periodic, good-faith estimate made by each named executive officer and was subject to review by the Chairman of our general partner’s Board of Directors.

The resulting amount (other than with respect to certain long-term incentive plan awards) was the amount that we reimbursed Anadarko and Occidental for pursuant to the terms of our omnibus agreement, and such amount appears in the Summary Compensation Table below.

Notwithstanding the foregoing, perquisites were not allocated to us, and reimbursement of annual bonus amounts under the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table were capped consistent with the methodology used for all employees whose compensation was allocated to us for 2019 and as set forth in the Services Agreement entered into between Occidental, Anadarko, and WES Operating GP.

For additional information about the Services Agreement, read the caption Services and secondment agreement under Part III, Item 13 of this Form 10-K.

The following table presents the estimated percentages of time (“time allocation”) that the general partner’s named executive officers devoted to us during the fiscal year ended December 31, 2019 , which percentages represent the time devoted to the business of the Partnership relative to the aggregate time devoted to the businesses of the Partnership on one hand and Anadarko or Occidental on the other hand:

Named Executive Officers of Our General Partner

Occidental Corporate Officer

Based upon their respective appointment dates, the full-year 2019 prorated allocation percentages for Messrs.

Ure, Pearl, Collins, Bourne, and Griffie are as follows:

Ure, 40% for Mr.

Pearl, 40% for Mr.

Collins, 40% for Mr.

Bourne, and 20% for Mr.

Compensation amounts shown herein for these named executive officers do not include compensation that was paid or awards that were granted by Anadarko or Occidental prior to the named executive officer’s commencement of service with us.

The following discussion relating to compensation paid by Anadarko and Occidental is based on information provided to us by Occidental and does not purport to be a complete discussion and analysis of Anadarko’s and Occidental’s executive compensation philosophy and practices.

For a more complete analysis of the compensation programs and philosophies used at Occidental, read Compensation Discussion and Analysis contained within Occidental’s proxy statement, which is expected to be filed with the SEC within 120 days of December 31, 2019 .

The elements of compensation discussed below for 2019 (and the decisions of Anadarko and Occidental with respect to the levels of such compensation) were not subject to approvals by our Board of Directors, including the Audit or Special Committee thereof.

Effective for the beginning of the fiscal year 2020, the employment of all of our current named executive officers has been transferred to a subsidiary of the Partnership on substantially the same terms and conditions of employment as applied immediately prior to the transfer.

As a result, going forward, any changes to compensation terms for our named executive officers, such as changes in base salary, target bonus amounts, or perquisites will be determined by the Board of Directors of our general partner, or a committee that our Board of Directors may establish for such purposes, and our Board of Directors (or a committee thereof) will be responsible for determining the terms and amounts of any new compensation awards, including annual cash incentives and long-term incentive awards.

Elements of Compensation

For 2019 , the principal elements of compensation for the named executive officers were as follows:

annual cash incentives;

equity-based compensation, which, prior to the Occidental Merger, included equity-based compensation under Anadarko’s 2012 Omnibus Incentive Compensation Plan, as amended and restated (the “Omnibus Plan”), for former Anadarko employees and Occidental’s 2015 Long-Term Incentive Plan (the “Occidental LTIP Plan”) for former Occidental employees;

retention awards for certain of our named executive officers;

however, we will not bear any costs associated with such awards;

certain other benefits that were provided on the same basis to other eligible Anadarko and Occidental employees, including welfare and retirement benefits, severance and change of control benefits, and other benefits.

Base salaries provide a fixed level of income for our named executive officers based on their level of responsibility (which for 2019 may or may not have been fully related to our business), their relative expertise and experience, and in some cases their potential for advancement.

As discussed above, for 2019, a portion of the base salaries of our named executive officers was allocated to us based on Anadarko’s and Occidental’s methodology used for allocating general and administrative expenses.

As of January 1, 2020, we will be fully responsible for paying base salaries for our named executive officers.

The current base salary for each of our current named executive officers is set forth in the following table:

Named Executive Officers

(Unallocated)

Annual cash incentives (bonuses).

Our named executive officers are eligible to receive annual cash awards to be paid in 2020 for their performance during the year ended December 31, 2019 .

Annual cash incentive awards were used by Anadarko and Occidental to motivate their executives and employees, reward them for the achievement of objectives aligned with value creation, and/or recognize individual contributions to performance.

These awards put a portion of an executive’s compensation at risk by linking potential annual compensation to Anadarko’s and Occidental’s achievement of specific operational, financial, and safety performance metrics during the year.

For 2019, the annual bonuses paid to our named executive officers are determined pursuant to the annual incentive plans of Anadarko and Occidental or, for Messrs.

Pearl and Griffie, were fixed according to the Occidental Merger Agreement.

The portion of annual cash awards allocable to us is based on the periods of service during which the named executive officers provided services to us in 2019, but subject to a limitation of 120% of the target bonus amount for each named executive officer.

Annual bonuses are generally paid during the first quarter of each calendar year for the prior year’s performance.

Beginning with the 2020 annual performance year, we will be fully responsible for paying any annual bonus awards for our named executive officers.

For 2020, the target level annual bonus award opportunity for each of our current named executive officers, measured as a percentage of base salary, is set forth in the following table, and the actual amount of any annual bonus awards will be determined pursuant to annual incentive programs that we expect to establish:

Named Executive Officers

Bonus Opportunity

(Unallocated)

Long-term incentive awards.

Prior to the Occidental Merger, Anadarko periodically made equity-based awards under the Omnibus Plan to align the interests of its executive officers and employees with those of its stockholders and, likewise, Occidental made equity-based awards under the Occidental LTIP Plan.

For 2019 , the annual equity awards generally consisted of a combination of performance units and time-based restricted stock awards and units.

This award structure was intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention.

The costs allocated to us for the named executive officers’ compensation includes an allocation of expenses associated with a portion of these awards in accordance with the allocation mechanisms in our omnibus agreement.

Going forward, our general partner may grant equity and other long-term incentive awards in us, including awards that may be granted pursuant to the LTIPs, under such plans and programs and with terms and conditions and in amounts as the Board of Directors of our general partner (or a committee thereof) may establish and determine from time to time.

Retention awards .

In 2019, to encourage retention and dedication of certain of our named executive officers to our business, Occidental granted certain cash retention award opportunities.

Pearl and Griffie were granted a retention award of $783,000 and $684,000, respectively.

These retention awards will be paid ratably, subject to the continued employment of Messrs.

Pearl and Griffie, on the following anniversary dates:

February 8, 2020, August 8, 2020, and February 8, 2021.

To the extent earned, the retention awards will be payable by Occidental or one of its subsidiaries other than us.

Pursuant to the Services Agreement, we will not be responsible for the cost of these retention awards.

Other benefits.

In addition to the compensation elements discussed above, Anadarko and Occidental also maintained other benefits for our named executive officers, including the following:

retirement benefits to match competitive industry practices, including participation in a savings plan, savings restoration plan, retirement plan, and retirement restoration plan;

severance benefits, as described below under the heading Potential Payments Upon Termination or Change of Control;

director indemnification agreements;

a limited number of perquisites, including financial counseling, tax preparation and estate planning, an executive physical program, management life insurance, voluntary participation in deferred compensation plans, and personal excess liability insurance;

certain benefits that are also provided to all other eligible U.S.-based employees, including medical, dental, vision, flexible spending and health savings accounts, paid time off, life insurance, and disability coverage.

For a more detailed summary of Occidental’s executive compensation program and the benefits provided thereunder, please see the Compensation Discussion and Analysis section of Occidental’s proxy statement for its annual meeting of 2019 stockholders, which is expected to be filed with the SEC within 120 days of December 31, 2019 .

This Compensation Discussion and Analysis (“CD&A”) describes the material elements, objectives, and principles of WES’s 2020 executive compensation program for its named executive officers (“NEOs”), recent compensation decisions, and the factors the Board considered in making those decisions.

The NEOs for 2020 were:

Name Position

Ure President, Chief Executive Officer and Chief Financial Officer

Former Senior Vice President and Chief Financial Officer

Collins Senior Vice President and Chief Operating Officer

Griffie Senior Vice President, Operations and Engineering

Bourne Senior Vice President and Chief Commercial Officer

_________________________________________________________________________________________

Pearl left WES on September 11, 2020.

Executive Summary

Prior to December 31, 2019, we did not directly employ any of the persons responsible for managing our business.

Our employees, including executive officers, who managed our business, were employed by Occidental (or, prior to the Occidental Merger, by Anadarko) and their respective subsidiaries other than us.

During this period, compensation decisions for our executive officers were made by Occidental or Anadarko, and we reimbursed them for a portion of compensation expense that was allocated to us pursuant to the terms of our omnibus agreement.

Subsequent to the Occidental Merger, WES undertook a strategic shift toward becoming a functionally-independent company based on the recognition that operating our business under a midstream-focused organizational infrastructure, with an independent management team solely dedicated to WES, would position WES to achieve long-term cost efficiencies, increase the quality, safety, and reliability of WES’s service offerings and operate more competitively, thereby promoting the creation of long-term value for WES unitholders.

Our executive management team, none of whom have any remaining role or responsibilities at Anadarko or Occidental, was brought into WES between August of 2019 and year-end 2019 to execute this transition.

This change in organizational structure was and is a significant undertaking that informed all of our compensation decisions, including pay levels, the design of short-and long-term incentive programs, the determination of WES specific metrics used in these programs, and the benefit programs we provide.

In December 2019, we executed several agreements with Occidental designed to provide the legal and organizational framework for this transition.

Among these agreements was the Amended and Restated Services, Secondment, and Employee Transfer Agreement (“Services Agreement”), which transferred employment of WES’s management team from Occidental to WES at year-end 2019 and provided for the secondment of all remaining WES-dedicated employees through the date of their formal transfer to WES—which occurred in the first quarter of 2020.

Following the execution of the Services Agreement, the Board of Directors of our general partner (the “Board”) was vested with responsibility for all decisions relating to WES’s compensation programs, including the compensation of our NEOs.

The compensation actions taken by the Board in 2020 were designed to promote and align with this strategic and operational transition, but were also—in certain respects—limited or influenced by structural considerations relating to this transition and/or the Occidental Merger.

• Under the Anadarko Change of Control Plan, any material diminution in compensation or benefits in connection with the transfer to WES of legacy Anadarko employees—who compromise the majority of our workforce—could have given rise to constructive termination claims and severance obligations.

• Although WES was deconsolidated from Occidental at year-end 2019, there were significant transition considerations in establishing standalone compensation program structures and administrative functions applicable to the newly-formed WES workforce.

The WES organization therefore relied upon and

remained influenced to some degree by the established infrastructure and programs that existed at Occidental during 2020.

• Because WES did not have any employees prior to 2020, and all members of our executive management team were new to the organization, WES management did not have years of accumulated equity grants tending to establish unitholder alignment and retention incentives.

During this transition period, our Board took several key actions—both in furtherance of WES’s strategic objectives and in reaction to external factors—which directly or indirectly impacted executive compensation:

• Approved the Services Agreement with Occidental that outlined the terms of transferring employees, including our NEOs, to WES;

this agreement specified that the terms and conditions of employment, including employee aggregate benefit values, be substantially the same as those provided to employees immediately prior to the transfer;

• Hired an independent compensation consultant;

• Established an annual cash incentive program with performance measures aligned solely with WES’s performance;

• Established an annual equity-based long-term incentive program that rewards executives based on WES’s absolute unit price performance, relative unit price performance compared to industry peers, and return on assets over a three-year performance period;

• Reviewed and made compensation changes to our executive officer base salaries, target bonus opportunities, and long-term incentive awards;

• Approved a 50% cut to our quarterly distributions to secure the Partnership’s long-term financial health;

executives participated in the distribution reductions on their own unit holdings, and through tandem distribution rights on their outstanding unvested unit awards.

As our transition to a standalone midstream company evolves, we will continue to review our compensation and benefit programs in order to ensure they align with WES’s overall strategy, provide for the attraction and retention of executive talent, and align executive officers’ interests with those of our long-term unitholders.

2020 Business and Performance Highlights

2020 was a transformative year for WES as it embarked on a business transition predicated on the idea that WES could drive and sustain greater unitholder value by functioning as an independent enterprise and simultaneously shifting its financial strategy toward optimizing its balance sheet and ability to self-fund future growth.

While executing this transition, and despite the challenges occasioned by a world-wide pandemic, during the 2020 fiscal year WES:

• Maintained 99.1% system availability.

• Achieved year-over-year increases in throughput for natural gas, crude oil and NGLs, and produced water despite a significantly challenged commodity price environment.

• Generated $1.23 billion in Free Cash Flow, more than thirty times that generated during 2019 and representing a roughly $1.93 billion improvement to the negative $704.5 million generated by the business in 2018.

• Achieved its 2021 target of below 4.0X consolidated total leverage a full year ahead of schedule.

• Worked to reduce future cash obligations and leverage by retiring 30.2 million units, via repurchases and redemptions, and $218.0 million of senior notes.

• Refinanced $3.0 billion in debt coming due in 2020 at highly attractive rates.

• Generated record, above-forecast, 2020 EBITDA primarily through cost-saving initiatives.

• Published our first ESG report.

How We Make Compensation Decisions

Our Board has responsibility for evaluating and approving the officer and director compensation plans, policies, and programs of the Partnership.

The Board uses several resources in reviewing elements of executive compensation and making compensation decisions.

These decisions are not purely formulaic, and the Board exercises judgement and discretion as appropriate.

Compensation Philosophy.

Our compensation programs are designed to attract, retain, and motivate our executive team to successfully manage the operations of a standalone midstream company.

Specifically, our compensation programs are designed to:

• Align with unitholder interests;

• Emphasize performance-based compensation, balancing short-term and long-term results;

• Reward absolute and relative performance;

• Provide total compensation opportunities competitive with those offered to other executives across our industry.

Compensation Consultant.

In 2020, the Board engaged Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant to provide advice on various executive compensation matters.

Because 2020 was the first year our Board became fully responsible for making pay decisions related to our NEOs, this was our first year to use an independent compensation consultant.

In 2020, Meridian provided guidance on our benchmarking peer group, pay levels, pay mix, severance benefits, and overall executive compensation program design.

Benchmarking Peers.

With assistance from Meridian, the Board looked at several factors when determining an appropriate peer group of companies to use for benchmarking compensation opportunities.

These factors included:

similar midstream businesses of comparable size and scope, comparable executive roles and responsibilities, similar structure (largely independent strategy and governance (whether MLP or C-Corp)), and companies that are in competition for the same senior executive talent.

The Partnership’s peer group used for conducting the 2020 executive benchmarking assessment is listed below:

• Crestwood Equity Partners LP

• Magellan Midstream Partners LP

• DCP Midstream LP

• ONEOK, Inc.

• Enable Midstream Partners LP

• Plains All American Pipeline LP

• EnLink Midstream, LLC

• Targa Resources Corp.

• Equitrans Midstream Corporation

• Williams Companies, Inc.

Benchmarking Data.

To assist in reviewing the design and structure of our executive compensation program, Meridian provided the Board with an independent assessment of the compensation programs and practices in our industry peer group.

This assessment included compensation data and program design information that was obtained from the most recent public filings for each company.

When reviewing benchmarking data, the Board reviewed 25th, 50th, and 75th percentile data, however, the Board does not target a specific percentile of the benchmark data, and in making officer compensation decisions, they take into account other considerations as noted below.

Role of Executive Officers in Executive Compensation.

For 2019, Occidental’s management determined, and, prior to the Occidental Merger, Anadarko’s management determined the compensation for each of our named executive officers.

The Board of Directors determines compensation for the independent, non-management directors of our Board of Directors, and any grants made under the LTIPs.

None of our named executive officers provided compensation recommendations regarding compensation (other than recommendations with respect to employees that report directly to them).

Compensation Mix

We believe that the mix of base salary, cash, equity-based awards, and other Anadarko and Occidental compensation fit overall compensation objectives for the named executive officers.

We believe this mix of compensation provides competitive compensation opportunities to align and drive employee performance in support of our business strategies and Occidental’s, and to attract, motivate, and retain high-quality talent with the skills and competencies required by us and Occidental.

The Board, after reviewing the information provided by Meridian and considering other factors and with input from Meridian, determines each element of compensation for our CEO.

When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from our CEO.

Additionally, at the Board’s request, our executive officers may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the performance measures used in our incentive programs.

The Board is under no obligation to implement these recommendations.

Executive officers and others may also attend Board meetings when invited to do so, but the executive officers do not attend when their individual compensation is being discussed.

Other Considerations.

In addition to the above resources, the Board considers other factors when making compensation decisions, such as individual experience, individual performance, internal pay equity, development and succession status, and other individual or organizational circumstances, including the current market and business environment.

With respect to equity-based awards, the Board also considers the expense of such awards, the impact on dilution, and the relative value of each element comprising the executive officers’ target total compensation opportunity.

2020 Annual Compensation Program

Our executive compensation program includes direct and indirect compensation elements.

We believe that a majority of an executive officer’s total compensation opportunity should be performance-based;

however, we do not have a specified formula that dictates the overall weighting of each element.

Beginning in 2020, as part of our transition to a standalone company, the Board established an annual target total compensation program that supports WES’s long-term strategic objectives and is competitive with industry practices.

As illustrated in the charts below, a majority of our NEO targeted annual direct compensation is at-risk;

85% for our CEO and 76%, on average, for our other NEOs.

Specifically, 70% of our CEO’s compensation and 56%, on average, for our other NEOs’ compensation is tied directly to WES’s unit performance through their annual long-term incentive awards.

The charts above are based on the following compensation elements, as discussed under Analysis of 2020 Compensation Actions:

base salaries approved in 2020;

target bonus opportunities approved by the Board in 2020;

and the target value of the 2020 annual long-term incentive awards.

Direct Compensation Elements.

The direct compensation elements for our 2020 annual compensation program are outlined in the table below.

The indirect compensation elements are outlined in the Indirect Compensation Elements section below.

Element Award Performance Metrics Purpose

Base Salary Cash N/A Provides a fixed level of competitive compensation to attract and retain executive talent.

Equity-Based Awards Time-Based Units

(50% of award) Absolute Unit Price Time-based Units align with absolute unit price and provide retentive value, especially in a volatile industry.

(25% of award) 3-Year Return on Assets (“ROA”)

Absolute Unit Price ROA Units provide an incentive for NEOs to focus on efficiently managing the Partnership’s assets to generate earnings.

(25% of award) 3-Year Relative Total Unitholder Return (“TUR”)

Absolute Unit Price TUR Units provide an effective comparison of our unit price performance against an industry peer group.

Annual Cash Incentives Cash Controllable Cash Costs

System Availability

Discretionary Capital Spend

Overall Performance Provides incentives for NEOs to focus and excel in areas aligned with WES’s business objectives by providing rewards for short-term financial and operational results.

Analysis of 2020 Compensation Actions

The following is a discussion of the specific actions taken by the Board in 2020 related to each of our direct compensation elements.

Each element is reviewed annually, unless circumstances, such as a promotion, other change in responsibilities, significant corporate event or a material change in market conditions require a more frequent review.

In setting base salary levels for each of the NEOs, the Board considered a number of factors, including each executive’s experience, individual performance, internal pay equity, development, and other individual or organizational circumstances, including the current market and business environment.

Prior to 2020, the compensation of WES’s executive officers, who became WES employees at year-end 2019, was based on decisions made by Anadarko and/or Occidental based on their roles in 2019.

The table below reflects the base salaries for the NEOs established in 2020 at the commencement of the WES Board’s role in determining executive compensation at levels the Board believed were consistent with the transition and changes in their WES-dedicated roles and responsibilities.

Name Salary as of

February 23, 2020 ($)

Pearl 455,000

Collins 455,000

Griffie 405,000

Bourne 405,000

Ure’s salary reflects his responsibilities leading WES as a standalone company, based—in part— on our peer benchmark data.

The establishment of salaries for the other NEOs was also informed by peer benchmark data with a view toward promoting internal compensation alignment.

Equity-Based Long-term Incentive Awards.

Prior to the Occidental Merger, Anadarko periodically granted equity-based awards under their Omnibus Incentive Plan and, likewise, Occidental granted equity-based awards under the

Occidental LTIP Plan.

As part of our transition to a standalone company, in February 2020, our Board established an annual long-term incentive program that consists of a combination of time-based units and performance-based units.

This use of both time-based and performance-based awards was intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention.

Our equity-based long-term incentive program is designed to reward our executive officers for sustained long-term unit performance.

This program represents 70% of targeted annual direct compensation for our CEO and an average of 56% for our other NEOs.

Time-Based Units.

These units, reflecting 50% of the overall 2020 annual long-term incentive awards, vest annually over a three-year period.

Upon vesting, the awards are settled in WES common units.

Distribution equivalent rights for time-based awards made during 2020 are paid during the vesting period in the form of WES common units.

Return on Asset Performance Units (“ROA Units”).

The Board established ROA as a performance criterion for 25% of the 2020 annual long-term incentive awards.

ROA is calculated each year during a three-year performance period as follows:

EBITDA divided by Average

Consolidated Total

The actual number of units earned for the three-year performance period will be based on WES’s average annual ROA during this period.

The following table reflects the payout scale used to determine the number of units earned.

In the event performance falls between a whole percentage, the payout will be interpolated linearly.

WES 3 Year Average ROA 19% 18% 17% 16% 15% 14% 13% 12% 11%

Payout as a % of Target 200% 175% 150% 125% 100% 75% 50% 25% 0%

The number of units earned will be paid in the form of WES common units after the end of the performance period and after the Board has certified the attainment of ROA.

Distribution equivalent rights for ROA Unit awards made during 2020 are paid during the performance period in the form of WES common units, assuming target performance.

Total Unit Return Performance Units (“TUR Units”).

The Board established relative TUR as a performance criterion for 25% of the 2020 annual long-term incentive awards.

The units are subject to relative TUR over a three-year performance period, with TUR calculated as follows:

Average Closing Common Unit Price for the last 30 trading days of the performance period minus Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period plus Distributions paid per Common Unit over the performance period (based on ex-dividend date)

Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period

The industry peer group for our 2020 TUR awards is listed below.

The TUR peer group differs from our compensation benchmarking peer group due primarily to the exclusion of C-Corp peers, whose securities have a different trading profile than that of master limited partnerships.

• Crestwood Equity Partners LP

• EQM Midstream Partners LP

• DCP Midstream LP

• Magellan Midstream Partners LP

• Enable Midstream Partners LP

• Noble Midstream Partners LP

• EnLink Midstream, LLC

• Plains All American Pipeline LP

If during the performance period, a peer company is acquired, ceases to exist, ceases to be a publicly-traded partnership, files for bankruptcy, spins off 25% or more of its assets, or sells all or substantially all of its assets, then such partnership shall be deemed to fall to the bottom of the relative TUR ranking for the performance period.

The actual number of units earned for the three-year performance period will be based on WES’s relative TUR during this period.

The following table reflects the payout scale used to determine the number of units earned.

Final Relative Ranking 1 2 3 4 5 6 7 8 9

Payout as a % of Target 200% 175% 150% 125% 100% 75% 50% 25% 0%

The number of units earned will be paid in the form of WES common units after the end of the performance period and after the Board has certified the attainment of relative TUR.

Distribution equivalent rights for TUR Unit awards made during 2020 are paid during the performance period in the form of WES common units, assuming target performance.

2020 Equity Awards.

Effective February 12, 2020, the Board approved the following annual long-term incentive awards under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan.

These awards are included in the Grants of Plan-Based Awards Table.

In determining the annual equity awards, the Board took into consideration our peer benchmarking data, internal pay equity, retention concerns, and current NEO unit ownership levels.

Because each of our executive officers was newly-appointed to WES, each of them generally had minimal or no equity interest in WES prior to the 2020 LTI award cycle.

Total Target LTI Value ($) (1)

Time-Based Units TUR Units ROA Units

Name Number of Units (#) Target Value ($) Number of Units (#) Target Value ($) Number of Units (#) Target Value ($)

Ure 3,000,000 93,633 1,500,000 46,817 750,000 46,817 750,000

Pearl 1,300,000 40,575 650,000 20,288 325,000 20,288 325,000

Collins 1,300,000 40,575 650,000 20,288 325,000 20,288 325,000

Griffie 800,000 24,969 400,000 12,485 200,000 12,485 200,000

Bourne 700,000 21,848 350,000 10,924 175,000 10,924 175,000

_________________________________________________________________________________________

(1) Target LTI values vary slightly from those reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which are calculated in accordance with FASB ASC Topic 718.

Special Equity Awards .

In addition to the annual awards, in February 2020, the Board approved special equity awards in the form of time-based units to each of the NEOs.

Because our NEOs were new to the Partnership in 2019 and had minimal WES equity, these grants were made to increase their equity holdings to a level adequate to instill an ownership culture more closely aligning their interests with those of our unitholders and to provide additional retentive value.

These units vest annually over a three-year period, and upon vesting, the awards are settled in WES common units.

Distribution equivalent rights are paid during the vesting period in the form of WES common units.

The table below shows the special equity awards granted to each NEO .

Name Number of

Time-Based Units (#) Target Value ($) (1)

Ure 62,422 1,000,000

Pearl 24,969 400,000

Collins 24,969 400,000

Griffie 15,606 250,000

Bourne 15,606 250,000

_________________________________________________________________________________________

(1) Target LTI values vary slightly from those reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which are calculated in accordance with FASB ASC Topic 718.

Performance-Based Annual Cash Incentives—WES Cash Bonus Program.

During 2020, as part of our transition to a standalone business, the Board approved the WES Cash Bonus Program (“WCB Program”) under the US Incentive Compensation Program.

Under this program, annual cash bonus awards are earned by eligible employees, including our NEOs, based on the board’s discretion, taking into account the achievement of specified business objectives and individual performance objectives.

In February 2020, individual target bonus opportunities were approved by the Board for each of our NEOs as noted in the table below.

2020 Target Bonus

Name $ % of Salary

Ure 650,000 100%

Pearl 390,000 86%

Collins 390,000 86%

Griffie 345,000 85%

Bourne 330,000 81%

The NEO target bonuses were determined based on a review of our peer benchmarking data and internal pay equity considerations.

Performance Metrics.

In February 2020, the Board approved performance measures and targets to be used as an aid in determining annual cash awards under the WCB Program for the one-year performance period that ended December 31, 2020.

Our annual incentive program was designed to include measures that support our primary business strategy of creating long-term value for our unitholders by safely delivering above-average customer service and system availability, and obtaining new business over time, while achieving costs efficiencies and optimizing our financial profile.

The table below reflects the Partnership’s original 2020 performance metrics, performance targets and actual performance under these metrics.

Performance Metric Relative Weighting Factor WCB Program

Targets WCB Program Performance

Controllable Cash Costs (1)

20% < $860MM $687MM

System Availability (2)

20% > 97% 99.1%

Discretionary Capital Spend (3)

20% < $780MM $269MM

15% < 4.3x (Debt/Adjusted EBITDA) 3.91x

TRIR (Total Recordable Incident Rate) (5)

10% < 0.35 0.38

Overall Performance (6)

15% Description Below Discussed Below

_________________________________________________________________________________________

(1) Controllable Cash includes operating expenses and general and administrative expenses, excluding non-cash restricted stock unit, bonus and benefits expense.

(2) System Availability is a measure of the “real” average availability experienced by WES’s customers related to its gas systems, oil systems, and water-disposal wells.

It considers the ratio of average actual daily volumes to expected daily volumes and includes all experienced sources of downtime, such as scheduled and unscheduled downtime, logistic downtime, etc.

The total availability score is a weighted average with more weight given to higher gross-margin-producing assets.

(3) Discretionary Capital Spend (Discretionary Capital Expenditures plus Equity Investments) includes expansion capital expenditures and expenditures related to equity investments.

This metric does not include maintenance capital expenditures, as defined in WES’s financial statements.

(4) Leverage is calculated as the December 31, 2020 total debt balance divided by the trailing 12-months adjusted EBITDA.

(5) TRIR includes injuries or illnesses that result in any of the following:

days away from work, restricted work or transfer to another job, medical treatment beyond first aid, loss of consciousness, or death.

(6) Overall Performance is assessed based upon WES’s year-over-year performance, including the ability to generate accretive third-party business and distributable cash flow.

COVID 19 and Our Board’s Approach to 2020 Bonuses.

Shortly after the approval of the 2020 executive compensation programs described above, including the WCB Program, the energy industry found itself confronted with unprecedented challenges spurred by the COVID 19 global pandemic.

Commodity prices fell and many producers forecasted significant production curtailments.

In response to these challenges, WES cut its distribution to unitholders by 50%, eliminated geographical bonuses to certain employees, suspended promotions and pay raises for all of its personnel and required many of its personnel to work remotely.

In March 2020, Mr.

Ure informed the Board that he intended to forego cash bonus eligibility in order to reduce his cash compensation for the 2020 fiscal year.

This rapid change in the global economy prompted WES’s management team and Board to quickly recognize that the WCB Program performance targets described above, while valid leading indicators of WES’s performance in delivering long-term, sustainable value for unitholders, were not necessarily the most appropriate near-term measures of WES’s ability to withstand the immediate challenges brought by COVID 19.

Accordingly, the Board utilized greater discretion in approaching 2020 bonuses than might ordinarily be expected and considered many factors, including not just WES’s attainment of previously enunciated goals, but also the recognition that the industry as a whole experienced significant challenges in 2020, which were shared by WES unitholders and employees alike, and that ongoing economic uncertainty is likely to persist into 2021.

As a result, despite the fact that management’s overall performance exceeded the quantitative metrics established by the Board, it was determined that a 95% payout under the 2020 WCB Program was appropriate.

This bonus level recognized WES’s meaningful financial and operational performance while also attempting to strike an appropriate balance with the hardships occasioned by—and remaining challenges coming out of—the COVID 19 pandemic and associated disruptions to the energy sector as a whole.

The payout level was derived with particular importance placed on and potential improvement opportunities related to operating safely.

Further, while recognizing that Mr.

Ure previously informed the WES Board of his intent to forego a cash bonus as part of WES’s initial response to COVID 19, the Board determined that he should nevertheless be rewarded in light of WES’s performance during the particular challenges brought by 2020.

Actual Bonuses Earned for 2020.

The cash bonus awards for 2020 for our NEOs are shown in the table below and are reflected in the “Bonus” column of the Summary Compensation Table.

Bonus ($) Board Discretionary Assessment of 2020 WCB Program Cash Bonus

Ure 650,000 x 95% = 617,500

Collins 390,000 x 95% = 370,500

Griffie 345,000 x 95% = 327,750

Bourne 330,000 x 95% = 313,500

_________________________________________________________________________________________

Pearl is excluded from this table as he had left WES prior to the determination of awards and did not receive a 2020 bonus award.

Indirect Compensation Elements

As identified in the table below, the Partnership provides certain benefits and perquisites (considered indirect compensation elements) that are considered typical within our industry and necessary to attract and retain executive talent.

The value of each element of indirect compensation is generally structured to be competitive within our industry.

Indirect Compensation Element Primary Purpose

Retirement Benefits • Attracts talented executive officers and rewards them for extended service

• Offers secure and tax-advantaged vehicles for executive officers to save effectively for retirement

Other Benefits (for example, health care, paid time off, disability, and life insurance) and Perquisites • Enhances executive welfare and financial security

• Provides a competitive package to attract and retain executive talent, but does not constitute a significant part of an executive officer’s compensation

Severance Benefits • Attracts and helps retain executives in a volatile and consolidating industry

• Provides transitional income following an executive’s involuntary termination of employment

Retirement Benefits.

Beginning in 2020, all our regular employees, including our NEOs, are eligible to participate in the Western Midstream Savings Plan, a defined-contribution benefit plan maintained by WES.

We do not have a non-qualified savings restoration plan that provides for the accrual and deferral of employer contributions that the participant would have otherwise been eligible for absent the Internal Revenue Code (“IRC”) limitations that restrict the amount of benefits payable under the tax-qualified savings plan.

However, in 2020, the Board approved a cash restoration payment program that provides a direct cash payment to participants in the amount of employer contributions that would have been allocated to the participant’s savings plan account each year, without regard to the IRC limitations.

Prior to 2020, our NEOs participated in retirement plans provided by their legacy employer (Occidental or Anadarko).

Their participation in these plans ceased when their employment was transferred to the Partnership on December 31, 2019 and we are not responsible for any expense related to these prior benefits.

Other Benefits.

We provide other benefits such as medical, dental, vision, flexible spending and health savings accounts, paid time off, life insurance, and disability coverage to our executive officers.

These benefits are also provided to all other eligible U.S.

based employees.

As legacy Anadarko management employees, Messrs.

Pearl and Griffie were eligible for participation in a Management Life Insurance Plan, which provides an additional life insurance benefit of up to two times base salary.

This plan was eliminated for 2021.

We provide a limited number of perquisites, including reimbursement of financial counseling, tax preparation, and estate planning services expense up to $4,000 annually, and reimbursement for the cost of personal excess liability insurance.

The expenses related to the perquisites are imputed and considered taxable income to the executive officers, as applicable.

We do not provide tax gross-ups on these perquisites.

The incremental costs of the perquisites provided are included in the “All Other Compensation” column and supporting footnotes of the Summary Compensation Table.

Severance Benefits .

In connection with the transfer of employment of our employees to WES on December 31, 2019, and per the terms of our Services Agreement, we assumed certain severance and termination pay obligations under existing Anadarko and Occidental plans and agreements for all employees, including officers, who were employed with Anadarko prior to the Occidental Merger.

While employees maintain their eligibility and participation under these arrangements, our obligations are limited to no greater than:

• Six months of employee’s base salary or

• An amount the officer would be entitled to receive under the formulas set forth in Anadarko’s non-change in control Officer Severance Plan

• The Anadarko Entities, not our General Partner, are responsible for any payments that exceed these amounts.

Because Messrs.

Pearl and Griffie were employees with Anadarko prior to the Occidental Merger, per the terms of our Services Agreement they were eligible for the benefits noted above.

However, in connection with their acceptance of special retention awards granted to them in 2019, Messrs.

Pearl and Griffie waved their right to receive severance pay or benefits upon resignation of employment for good reason or involuntary termination without cause.

In order to provide for uniformity in severance entitlements, on December 31, 2019, our Board extended the benefits under the Anadarko Change of Control Plan to all WES employees who were not employed with Anadarko prior to the Occidental Merger (this includes Messrs.

Ure, Collins, and Bourne).

These benefits will apply for so long as the Anadarko Change of Control Plan continues to apply for the former Anadarko employees who are now employed with us.

For these NEOs, we will be responsible for 100% of these broad-based severance payments and benefits available under the plan.

A detailed discussion of the benefits under these programs is included in the Potential Payments Upon Termination or Change of Control section below.

Additional Compensation Policies and Provisions

The following provides a discussion of additional policies and provisions we have in place related to our overall executive compensation program.

Equity Grant Practices.

WES maintains the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan and the Western Gas Partners, LP 2017 Long-Term Incentive Plan, which govern the issuance of equity and equity-based awards.

Under the provisions of these Plans, the Board has the authority to grant equity awards to our Section 16 officers.

The grant date fair value of each award is based on the closing unit price of WES’s common units on the NYSE on the grant date as designated by the Board.

The grant date fair value of the TUR and ROA awards also incorporates the estimated payout percentage of the award on the grant date.

As authorized by the terms of the Plans, the Board has delegated to Mr.

Ure the authority to grant equity awards in certain circumstances to new employees and to grant equity awards to WES’s employees who are not Section 16 officers.

Clawback Provisions.

Per the terms of our 2020 long-term incentive awards which were granted under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan, if WES is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if the recipient knowingly engaged in the misconduct (whether or not they are an individual subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Board (or delegated Plan Administrator) may determine that the recipient must reimburse WES the amount of any payment in settlement of an award earned or accrued during the twelve-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Prohibition Against Derivative Transactions and Hedging.

Our Insider Trading Policy expressly prohibits directors, officers and designated employees from directly or indirectly entering into equity derivative or other financial instruments (including, but not limited to, options, puts, calls, swaps, collars, forward contracts, hedges, exchange funds or short sales) tied to WES securities (including equity securities received as part of a compensation program as well as WES equity securities acquired personally).

Tax Law Considerations.

We are a limited partnership for United States federal income tax purposes.

Therefore, the compensation paid to our NEOs is not subject to the deduction limitations under Section 162(m) of the IRC.

We have structured our compensation programs in a manner intended to be exempt from, or to comply with Section 409A of the IRC.

Compensation Committee Report

Neither we nor our general partner has a compensation committee.

The Board of Directors has reviewed and discussed the Compensation Discussion and Analysis set forth above and based on this review and discussion has approved it for inclusion in this Form 10-K.

The Board of Directors of Western Midstream Holdings, LLC:

Glenn Vangolen

EXECUTIVE COMPENSATION

As noted above, for 2019, we did not directly employ any of the persons responsible for managing or operating our business and we have no compensation committee.

Instead, we are managed by our general partner, the executive officers of which, during 2019, were employees of Anadarko and Occidental.

For 2019, our reimbursement for the compensation of our executive officers is governed by the omnibus agreement and the Services Agreement.

As noted above, prior to 2020, we did not directly employ any of the persons responsible for managing or operating our business.

Instead, we were managed by our general partner, and our executive officers were employees of Anadarko and Occidental.

During this period, our reimbursement for the compensation of our executive officers was governed by the omnibus agreement.

In December 2019, we executed several agreements with Occidental that enabled us to operate as a standalone business.

Among these agreements was the Services Agreement, which transferred employment of WES’s management team from Occidental to WES.

Summary Compensation Table

The following table summarizes the compensation amounts expensed by us for our named executive officers for the years ended December 31, 2019 , 2018 , and 2017 , as applicable.

Except as specifically noted, the amounts included in the table below reflect the portion of the expense allocated to us by Anadarko and Occidental.

For a discussion of the allocation percentages in effect for 2019 , see the Overview section, above.

Name and Principal Position

The following table summarizes the compensation amounts expensed by us for our NEOs for the years ended December 31, 2020, 2019, and 2018.

For 2020, the amounts include the full expense of our officers.

For 2019, the amounts reflect the portion of the expense allocated to us by Anadarko and Occidental.

None of these officers were considered NEOs in 2018, so there was no allocated expense to disclose for this year.

Name and Principal Position Year Salary

Incentive Plan

President and

Chief Executive Officer

Former President and

Chief Executive Officer

Senior Vice President and

Ure 2020 641,346 617,500 4,133,602 — 42,439 5,434,887

President, Chief Executive Officer 2019 147,981 — 1,080,029 162,000 43,252 1,433,262

and Chief Financial Officer 2018 — — — — — —

Pearl 2020 320,673 — 1,757,410 — 237,803 2,315,886

Former Senior Vice President and 2019 167,308 — — 160,615 41,909 369,832

Chief Financial Officer 2018 — — — — — —

Former Senior Vice President, Chief

Financial Officer and Treasurer

Senior Vice President, Operations

and Engineering

Collins 2020 461,923 370,500 1,757,410 — 41,500 2,631,333

Senior Vice President and 2019 138,462 — 500,049 168,000 25,826 832,337

Chief Operating Officer 2018 — — — — — —

Griffie 2020 401,154 327,750 1,085,394 — 38,231 1,852,529

Senior Vice President, Operations 2019 73,077 — 208,008 70,154 18,360 369,599

and Engineering 2018 — — — — — —

Bourne 2020 417,692 313,500 981,448 — 41,725 1,754,365

Senior Vice President and 2019 136,500 — 1,250,029 154,932 10,680 1,552,141

Chief Commercial Officer 2018 — — — — — —

Former Vice President, General

Counsel and Corporate Secretary

The amounts in this column reflect the base salary compensation allocated to us by Anadarko and Occidental for the years ended December 31, 2019 , 2018 , and 2017 .

Amounts for Messrs.

Ure, Pearl, Collins, Bourne, and Griffie for the year ended December 31, 2019, reflect base salary compensation earned and allocated since their appointments as officers of our general partner.

The amounts in this column reflect an allocation to us of the aggregate grant date fair value of the awards, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures), for non-option stock awards granted pursuant to the Omnibus Plan.

________________________________________________________________

(1) For 2020, the amounts reflect each officer’s full base salary expense.

Ure, Collins and Bourne their 2020 amounts reflect one additional pay period that occurred during the year because of the administrative timing of transferring from the Occidental payroll to WES’s payroll.

The 2019 amounts reflect the base salary expense allocated to us by Anadarko and Occidental.

(2) This column reflects annual cash bonus awards under the WCB Program for the year ended December 31, 2020.

(3) This column reflects the aggregate grant date fair value of stock awards, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures).

The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value.

Griffie and Montanti, their awards represent a grant prior to the acquisition of Anadarko by Occidental on August 8, 2019.

For a discussion of valuation assumptions for the awards under the Omnibus Plan, see Note 14—Stock-Based Incentive Plans in the Notes to Consolidated Financial Statements included under Part II, Item 8 of Occidental’s Form 10-K for the year ended December 31, 2019 (which is not, and shall not be deemed to be, incorporated by reference herein).

For information regarding the non-option stock awards granted to the named executives in 2019 , see the Grants of Plan-Based Awards in 2019 table.

The amounts in this column also reflect the allocation of performance unit awards, where such gross amounts were subject to market conditions and have been valued based on the probable outcome of the market conditions as of the grant date.

The amounts in this column reflect the expected allocation to us of the grant date fair value, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures), for option awards granted pursuant to the Omnibus Plan.

See note (2) above for valuation assumptions.

The value ultimately realized upon the exercise of the stock option(s) may or may not be equal to this determined value.

The amounts in this column reflect annual cash bonus compensation expected to be allocated to us for the year ended December 31, 2019 , and the amounts allocated to us for the years ended December 31, 2018 and 2017 .

The amounts in this column reflect the compensation expenses related to Anadarko’s and Occidental’s retirement and savings plans that were allocated to us for the years ended December 31, 2019 , 2018 , and 2017 .

Amounts for Messrs.

Ure, Pearl, Collins, Bourne, and Griffie for the year ended December 31, 2019, reflect expenses allocated since their appointments as officers of our general partner.

The 2019 allocated expenses are detailed in the table below:

Retirement Plans

Savings Plans

The 2020 amounts reflect the full grant date fair value of awards granted during the year.

The 2019 amounts reflect the allocated grant date fair value of awards granted in 2019.

For information regarding the awards granted in 2020, see the Grants of Plan-Based Awards in 2020 table.

Pearl’s termination from the Partnership on September 11, 2020, he received a prorated portion of the disclosed 2020 awards based on the number of days he was employed during the vesting period and applicable performance period.

(4) This column reflects annual cash bonus compensation amounts allocated to us for the year ended December 31, 2019 under the Anadarko and Occidental plans.

(5) For 2019, the amounts in this column reflect the compensation expenses related to Anadarko’s and Occidental’s retirement and savings plans that were allocated to us for the year.

For 2020, the amounts reflect the expenses detailed in the table below:

Name Payments by the Partnership to Employee 401(k) Plan ($) Financial/Tax/Estate Planning ($) Other ($) (1)

Ure 39,327 3,112 — 42,439

Pearl 2,844 — 234,959 237,803

Collins 37,500 4,000 — 41,500

Griffie 38,231 — — 38,231

Bourne 41,725 — — 41,725

_______________________________________________________________

(1) In conjunction with Mr.

Pearl’s termination from the Partnership on September 11, 2020, he received a payout of his accrued but unused paid time off balance of $67,813 and also received a cash payment of $167,146 to restore the employer contributions under the employee 401(k) plan he would have otherwise been entitled to absent the IRS compensation limits.

Grants of Plan-Based Awards in 2020

The following table sets forth information concerning annual incentive awards, stock options, phantom units, shares of restricted stock, restricted stock units and performance units granted during 2019 to each of the named executive officers.

Except for amounts in the column entitled Exercise or Base Price of Option Awards, the dollar amounts and number of securities included in the table below reflect an allocation based upon each named executive officer’s allocation of time to our business.

The following table sets forth information concerning annual cash incentive awards, equity incentive plan awards, and unit awards.

The equity incentive plan and unit awards were granted pursuant to the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan during 2020 to each of the NEOs as described below.

Non-Equity Incentive Plan Awards (WCB Program).

Values disclosed reflect the estimated cash payouts under the WES WCB Program, as discussed in the Compensation Discussion and Analysis .

If threshold levels of performance are not met, the payout can be zero.

If maximum levels of performance are achieved, the plan funding is capped at 200% of target payout.

Because of the significant amount of discretion exercised by the Board in determining this year’s bonus amounts under the WCB Program, the amounts actually paid to the NEOs for 2020 are disclosed in the Summary Compensation Table in the “Bonus” column.

Equity Incentive Plan Awards (ROA Units and TUR Units).

Values disclosed reflect grant date fair values for ROA Units and relative TUR Units, as discussed in the Compensation Discussion and Analysis .

Officers may earn between 0% and 200% of the target awards based on WES’s performance over a three-year performance period.

Performance units earned are settled in the form of common units.

The awards include tandem distribution equivalent rights in the form of common units paid on the applicable distribution payment date.

Time-Based Unit Awards.

Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years, beginning with the first anniversary of the grant date.

The awards include tandem distribution equivalent rights in the form of common units paid on the applicable distribution payment date.

Estimated Future Payouts

Under Non-Equity

Incentive Plan Awards (1)

Estimated Future Payouts Under

Incentive Plan Awards Estimated Future Payouts Under

Equity Incentive Plan Awards

Name and Grant Date

Reflects the estimated 2019 annual cash incentive payouts allocable to us.

If threshold levels of performance are not met, then the payout can be zero.

The maximum value reflects the maximum amount allocable to us consistent with the methodologies set forth in the Services Agreement.

The expense expected to be allocated to us for the actual bonus payouts under the annual incentive program for 2019 is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table .

Reflects, as of the time of grant, the estimated future payout allocable to us under performance units awarded in 2019.

Ure is eligible to earn from 0% to 200% of the targeted award based on Occidental’s relative total shareholder return performance over a three-year performance period.

The threshold value represents the minimum payment (other than zero) that was eligible to be earned.

Reflects the allocable number of shares of restricted stock and restricted stock units awarded in 2019 under the Omnibus Plan for Messrs.

Griffie and Montanti and the Occidental LTIP Plan for Messrs.

Ure, Collins, and Bourne, respectively.

Griffie and Montanti, their awards represent a grant prior to the acquisition of Anadarko by Occidental on August 8, 2019.

Ure’s award vests ratably on each February 28, 2020, 2021, and 2022.

Collins, Bourne, and Montanti, these awards were eligible to vest ratably on each of the first three anniversaries of the grant date.

Griffie’s awards will fully vest four years from the grant date.

The amounts included in the Grant Date Fair Value of Stock and Option Awards column represent the expected allocation to us of the grant date fair value of the awards at the time of grant made to named executives in 2019 computed in accordance with FASB ASC Topic 718.

The value ultimately realized by the executive upon the actual vesting of the award(s) or the exercise of the stock option(s) may or may not be equal to the determined value.

For a discussion of valuation assumptions for the awards under the Omnibus Plan and the Occidental LTIP Plan, see Note 14-Stock-Based Incentive Plans in the Notes to Consolidated Financial Statements under Part II, Item 8 of Occidental’s Form 10-K for the year ended December 31, 2019 (which is not, and shall not be deemed to be, incorporated by reference herein).

There were no grants of stock options in 2019.

Award Type Grant Date Board Approval Date Threshold

Ure — — — 650,000 — — — — — —

Time-Based Units 02/12/2020 02/10/2020 — — — — — — 156,055 2,539,015

ROA Units 02/12/2020 02/10/2020 — — — 11,704 46,817 93,634 — 761,713

TUR Units 02/12/2020 02/10/2020 — — — 11,704 46,817 93,634 — 832,874

— — — 390,000 — — — — — —

Time-Based Units 02/12/2020 02/10/2020 — — — — — — 65,544 1,066,401

ROA Units 02/12/2020 02/10/2020 — — — 5,072 20,288 40,576 — 330,086

TUR Units 02/12/2020 02/10/2020 — — — 5,072 20,288 40,576 — 360,924

Collins — — — 390,000 — — — — — —

Time-Based Units 02/12/2020 02/10/2020 — — — — — — 65,544 1,066,401

ROA Units 02/12/2020 02/10/2020 — — — 5,072 20,288 40,576 — 330,086

TUR Units 02/12/2020 02/10/2020 — — — 5,072 20,288 40,576 — 360,924

Griffie — — — 345,000 — — — — — —

Time-Based Units 02/12/2020 02/10/2020 — — — — — — 40,575 660,155

ROA Units 02/12/2020 02/10/2020 — — — 3,121 12,485 24,970 — 203,131

TUR Units 02/12/2020 02/10/2020 — — — 3,121 12,485 24,970 — 222,108

Bourne — — — 330,000 — — — — — —

Time-Based Units 02/12/2020 02/10/2020 — — — — — — 37,454 609,377

ROA Units 02/12/2020 02/10/2020 — — — 2,731 10,924 21,848 — 177,733

TUR Units 02/12/2020 02/10/2020 — — — 2,731 10,924 21,848 — 194,338

_________________________________________________________________________________________

(1) The non-equity incentive plan has a maximum overall funding of 200%, but there are no individual maximums established.

(2) The amounts reflect the fair value on the grant date of the awards made to the NEOs in 2020 computed in accordance with FASB ASC Topic 718.

The value ultimately realized by the executive upon the actual vesting of the award(s) may or may not be equal to the determined value.

For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Pearl’s employment with the Partnership ended on September 11, 2020 and he did not receive a payout under the non-equity incentive plan and also forfeited a prorated portion of his equity incentive awards and stock awards upon his resignation.

The values disclosed reflect the full awards granted to him in 2020.

Outstanding Equity Awards at Year-End 2020

The following table reflects outstanding equity awards for each of the named executive officers as of December 31, 2019 , including awards under the Omnibus Plan and Occidental LTIP Plan.

As of December 31, 2019 , none of our named executive officers have any outstanding awards under the LTIPs.

The market values shown are based on Occidental’s closing stock price of $41.21 on December 31 , 2019 , unless otherwise noted.

Except for amounts in the column entitled Option Exercise Price, the dollar amounts and number of securities included in the table below reflect an allocation based upon each officer’s estimated allocation of time to our business during the fiscal year ended December 31, 2019 .

The awards listed below represent those for which expense is being allocated to the Partnership, but as described elsewhere, the Partnership is not reimbursing Occidental in cash for such awards.

On August 8, 2019, all outstanding Anadarko restricted stock units and stock options were converted pursuant to the terms of the Occidental Merger Agreement for Messrs.

Pearl and Griffie.

Their respective amounts shown here represent that conversion.

Equity Incentive Plan

The following table reflects outstanding equity awards for each NEO as of December 31, 2020.

The market values shown are based on WES’s closing unit price of $13.82 on December 31, 2020.

The table excludes any prior outstanding awards granted under the Occidental LTIP Plan, as per the terms of the December 2019 Services Agreement, the Partnership no longer reimburses Occidental for the expense of these awards that were granted prior to 2020.

Equity Incentive Plan Awards

Restricted Units (1)

Performance Units (2)

Restricted Stock

Shares/Units (2)

Value of Unearned

Option Awards (1)

Number of Securities

Underlying Unexercised Options

Unexercisable

Stock options have a seven-year term and will vest ratably over three years in equal installments on the first, second, and third anniversaries of the date of grant.

Stock option awards do not accrue dividends or dividend equivalents.

Generally, the restricted stock units will vest ratably over three years in installments on the first, second, and third anniversaries of the grant date.

Ure’s 2017 restricted stock units will fully vest on February 28, 2020, his 2018 restricted stock units vested on February 28, 2019, and the remaining unvested portion will vest ratably on February 28, 2020 and 2021.

One-third of Mr.

Ure’s February 2019 restricted stock units will vest on February 28, 2020, 2021, and 2022.

Pearl’s and Griffie’s restricted stock units granted on November 10, 2016, and February 12, 2019, respectively, vest four years from the grant date.

At the end of each vesting period, unless deferred, the number of restricted stock units that vest are settled in shares of unrestricted Occidental common stock, less applicable withholding taxes.

For restricted stock units, dividend equivalents are accrued and reinvested in additional shares of common stock, less applicable withholding taxes.

Pursuant to the Occidental Merger Agreement, each outstanding award of restricted stock units converted into a restricted stock and cash unit award of Occidental.

Respectively, Messrs.

Pearl and Griffie have the following cash portions outstanding as of December 31, 2019, that will vest ratably three years in installments on the first, second, and third anniversary of the grant date;

Pearl’s and Griffie’s award granted on November 10, 2016, and February 12, 2019, respectively, vests four years from grant date:

Named Executive Officers

Cash Portions Outstanding

The number of outstanding performance units and the estimated payout percentages disclosed for each award, for Mr.

Ure, are calculated based on Occidental’s relative performance ranking as of December 31, 2019 , and are not necessarily indicative of what the payout percent earned will be at the end of each three-year performance period.

The three-year performance period generally starts in January in the year of grant and ends on December 31, 2020 and 2021 for 2018 and 2019 grants, respectively.

Occidental’s relative performance rankings as of December 31, 2019 were 0% for the February 2018 and the February 2019 grants.

Ure’s award granted in February 2017 with a performance period beginning in 2019, the performance unit award is not outstanding as the award paid out at 0%.

Pearl and Griffie, all outstanding performance units immediately vested on August 8, 2019, as provided under the terms of the Occidental Merger Agreement, and are not allocable to the Partnership.

Option Exercises and Stock Vested in 2019

The following table reflects Anadarko and Occidental option awards exercised in 2019 and Anadarko and Occidental stock awards that vested in 2019 to the extent allocable to us.

The dollar amounts and number of securities included in the table below reflect an allocation based upon each officer’s allocation of time to our business.

Option Awards

Number of Shares Acquired on Exercise (#) (1)

Value Realized on Exercise ($) (1)

Number of Shares Acquired on Vesting (#) (2)

Value Realized on Vesting ($) (2)

Shares acquired and values realized on exercise include options exercised in 2019 .

The amounts shown in the Value Realized on Exercise column represent the difference between the market price of common stock at exercise and the applicable exercise price of such option(s).

The actual value ultimately realized by the named executive officer may be more or less than the realized value calculated in the above table depending on the timing in which the named executive officer held or sold the stock associated with the exercise.

Pursuant to the Occidental Merger Agreement, for Messrs.

Pearl, Griffie, and Casas and Ms.

Fielder, each outstanding stock option was canceled and converted into the right to receive an amount in cash and was not allocable to the Partnership.

Shares acquired and values realized on vesting reflect the taxable value to the named executive officer as of the date of the vesting in 2019 of shares of restricted stock or restricted stock units, performance units, or phantom units.

For each named executive officer, the amount shown in the Value Realized on Vesting column represents the aggregate number of restricted stock units or shares of restricted stock held by such named executive officer that vested during 2019 multiplied by the common stock price on the applicable vesting date(s).

For shares of restricted stock or restricted stock units, the actual value ultimately realized by the named executive officer may be more or less than the value realized calculated in the above table depending on the timing in which the named executive officer held or sold the stock associated with the exercise or vesting occurrence.

Ure’s shares acquired and values realized were incurred in early 2019 before becoming an executive officer of the Partnership and were never allocable to the Partnership.

Units That Have

(#) Market Value of Units That Have

($) Number of Unearned Units

That Have Not Vested

(#) Market or Payout

Value of Unearned Units That Have Not Vested

Time-Based Units 156,055 2,156,680 — —

ROA Units — — 67,885 938,171

TUR Units — — 81,930 1,132,273

ROA Units — — 6,818 94,225

TUR Units — — 8,229 113,725

Time-Based Units 65,544 905,818 — —

ROA Units — — 29,418 406,557

TUR Units — — 35,504 490,665

Time-Based Units 40,575 560,747 — —

ROA Units — — 18,104 250,197

TUR Units — — 21,849 301,953

Time-Based Units 37,454 517,614 — —

ROA Units — — 15,840 218,909

TUR Units — — 19,117 264,197

_________________________________________________________________________________________

(1) The time-based units vest ratably over three years in installments on the first, second, and third anniversaries of the grant date.

One-third of the outstanding units vested on February 12, 2021, and the remaining unvested portion will vest one-third on February 12, 2022 and one-third on February 12, 2023.

At the end of each vesting period, the number of units that vest are settled in unrestricted WES common units, less any units withheld for taxes.

(2) The number of outstanding performance units (including ROA units and TUR units) and the estimated payout values disclosed for each award, are calculated based on WES’s return on assets performance and relative total unit return performance ranking as of December 31, 2020, and are not necessarily indicative of what the payout earned will be at the end of each three-year performance period.

Pearl’s outstanding units are based on his awards that were prorated upon his termination and continue to be subject to the original performance criteria.

The three-year performance period for these awards is January 1, 2020 to December 31, 2022.

WES’s performance to date as of December 31, 2020 under the ROA awards was 145% and 175% under the TUR awards.

Option Exercises and Units Vested in 2020

The following table reflects information about the aggregate dollar value realized during 2020 by our NEOs for WES awards that vested in 2020.

The table below excludes the vesting of any prior awards granted under the Occidental LTIP, as per the terms of the December 2019 Services Agreement, the Partnership no longer reimburses Occidental for the expense of awards that were granted prior to 2020.

Name Number of Units

Acquired on Vesting

Value Realized

Ure 25,779 232,975

Pearl 20,950 163,723

Collins 10,957 99,018

Griffie 6,767 61,159

Bourne 6,123 55,339

_________________________________________________________________________________________

(1) The number of units acquired on vesting include the vesting of distribution equivalent rights that, per the terms of the underlying award agreements, were settled in common units on the date of the distribution payment.

Pearl’s value also includes the prorated number of WES time-based units that vested upon his termination of employment on September 11, 2020.

(2) The value realized on vesting represents the aggregate number of units that vested multiplied by the common unit price on the vesting date.

The actual value ultimately realized by the officer, may be more or less than the valued disclosed in the above table, depending upon the timing in which he held or sold the units associated with the vesting occurrence.

Pension Benefits for 2020

Occidental does not have a defined benefit pension plan that provides named executive officers a fixed monthly retirement payment.

WES does not have a defined benefit pension plan that provides NEOs a fixed monthly retirement payment.

Instead, all salaried employees on the U.S.

dollar payroll, including the named executive officers, are eligible to participate in one or more tax-qualified defined contribution plans.

Under the omnibus agreement, a portion of the annual expense related to these plans is reimbursed by us to Occidental.

The allocated expense for each named executive officer is included in the All Other Compensation column of the Summary Compensation Table .

We have not included a pension benefits table as Occidental does not allocate expense to us upon an employee’s retirement and the subsequent payment of benefits under such pension plans.

For additional discussion of Occidental’s pension benefits, read Compensation Discussion and Analysis — Indirect Compensation Elements — Retirement Benefits contained within Occidental’s proxy statement for its 2019 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days of December 31, 2019 .

dollar payroll, including the NEOs, are eligible to participate in a tax-qualified defined contribution plan.

Nonqualified Deferred Compensation for 2020

Occidental maintains two nonqualified deferred compensation plans:

(i) the Supplemental Retirement Plan II (the “SRP II”), and (ii) the Modified Deferred Compensation Plan (the “MDCP”).

The purpose of the SRP II is to provide eligible employees, including the named executive officers, with benefits to compensate them for maximum limits imposed by law on the amount of contributions that may be made to Occidental’s tax-qualified defined contribution plans.

The purpose of the MDCP is to provide key management and highly compensated employees the ability to accumulate additional retirement income through deferrals of compensation.

Pursuant to the terms of the omnibus agreement, a portion of the expense related to these plans is reimbursed by us to Occidental.

The allocated expense for each named executive officer is included in the All Other Compensation column of the Summary Compensation Table .

We have not included a nonqualified deferred compensation table as Occidental does not allocate expense to us upon distribution of such balances.

For additional discussion on Occidental’s nonqualified deferred compensation benefits, read the Compensation Discussion and Analysis — Other Compensation and Benefits section contained within Occidental’s proxy statement for its 2019 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days of December 31, 2019 .

WES does not have a nonqualified deferred compensation plan that allows employees the ability to accumulate additional retirement through deferrals of compensation.

Potential Payments Upon Termination or Change of Control

Prior to entry into the Services Agreement on December 31, 2019, in the event of a change of control of the general partner or Occidental, we would not be responsible for paying any change of control benefits to our named executive officers.

As of December 31, 2019, none of our named executive officers have any outstanding awards under the LTIPs.

Prior to December 31, 2019, we did not have any employment agreements with our named executive officers.

However, during 2019, our named executive officers were eligible for certain severance and termination pay benefits under plans and programs maintained by Anadarko and Occidental.

In connection with the Occidental Merger, Ms.

Fielder and Mr.

Montanti terminated employment with Anadarko and Occidental and received certain benefits under these arrangements.

Such arrangements were not intended as compensation for services to us and we did not incur any costs associated with those payments.

In connection with the transfer of employment of our NEOs to a subsidiary of WES on December 31, 2019, and per the terms of our Services Agreement, we assumed severance and termination pay obligations under plans and programs maintained by Anadarko and Occidental.

The severance and termination pay arrangements of Anadarko included, for Messrs.

Pearl and Griffie, a key employee change of control contract, pursuant to which the executive would be entitled to enhanced severance benefits in the event of an involuntary termination of employment without cause or resignation for good reason following a change of control of Anadarko (the “Anadarko COC Agreements”).

The Occidental Merger constituted a change of control of Anadarko for purposes of these agreements.

Upon an involuntary termination of employment without cause during the two-year period following the closing of the Occidental Merger, Messrs.

Pearl and Griffie would be entitled to receive the following severance benefits under these agreements:

(i) the aggregate amount set forth in the following sections (A) through (E) paid in cash lump sum within twenty days following the applicable executive’s date of termination, (A) an annual bonus, based on the higher of (x) the highest annual bonus earned by the applicable executive for the last three years prior to the change of control and (y) the annual bonus paid or payable for the most recently completed fiscal year, (B) two times the sum of the applicable executive’s annual base salary plus the highest annual bonus (as determined in clause (A)), (C) an amount equal to the total value due to the applicable executive under the savings restoration plan, (D) an amount equal to the matching contributions which would have been made on the executive’s behalf in the employee savings plan plus the amount the executive would have accrued under the savings restoration plan for the twenty-four month period following the applicable executive’s termination of employment, (E) an amount equal to the sum of (y) the applicable executive’s accrued retirement benefit payable under the retirement restoration plan and (z) any additional retirement benefits that the applicable executive would have accrued under the tax-qualified benefit plan in which the executive participates and the retirement restoration plan as if the executive continued employment for two years following the applicable executive’s date of termination, (ii) up to $30,000 in outplacement services, and (iii) continued life, accident, disability, medical and health care benefit coverage for two years following the applicable executive’s date of termination.

In connection with their acceptance of the retention award opportunities described above under the heading “ Retention bonuses ,” Messrs.

Pearl and Griffie waived their right to receive severance pay or benefits upon a resignation of employment for good reason or involuntary termination without cause.

In 2019, to encourage retention and dedication, Messrs.

Pearl and Griffie were granted retention awards by Occidental in exchange for waiving their right to receive severance pay or benefits upon a resignation of employment for good reason or involuntary termination without cause under these agreements.

Pursuant to the Services Agreement, we are not responsible for the cost of these retention awards.

The severance and termination pay arrangements of Anadarko also included the Anadarko Petroleum Corporation Amended and Restated Change of Control Severance Plan, which was a broad-based plan covering substantially all of Anadarko’s employees who provided services to us and provided for enhanced severance benefits following a change of control of Anadarko (the “Anadarko COC Plan”).

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• A cash lump sum equal to (A) 50% of the sum of (i) the participant’s monthly base salary plus (ii) the highest annual bonus received by the participant over the previous three years, divided by twelve, multiplied by the number of years of service by the participant (clauses (i) and (ii), “Monthly Compensation”) and (B) one month of Monthly Compensation for each $10,000 of annual compensation (base salary plus highest annual bonus), rounding up to the next highest whole multiple of $10,000 if the participant’s annual compensation is not a multiple of $10,000 (the “Severance Benefit”);

Pro-rata annual bonus based on the participant’s target bonus percentage;

• A cash lump sum equal to the pro-rata annual bonus based on the participant’s target bonus percentage;

• Continuation of medical and dental insurance coverage for up to six months following termination of employment.

Notwithstanding the foregoing benefits, the minimum Severance Benefit under the Anadarko COC Plan is three times the Monthly Compensation and the maximum Severance Benefit is twenty-four times the Monthly Compensation.

In connection with the transfer of employment of our named executive officers to a subsidiary of WES on December 31, 2019, we assumed severance and termination pay obligations under the Anadarko COC Agreements and the Anadarko COC Plan.

However, with respect to the employees of Anadarko who provided services to us, any compensation amounts arising as a result of the Occidental Merger are not intended as compensation for services to us.

As a result, pursuant to the Services Agreement, Anadarko and Occidental will be responsible for all benefits under the Anadarko COC Agreements and the Anadarko COC Plan with respect to any employee (including named executive officers) to the extent such benefits exceed the greater of six months of the employee’s base salary or the amount of severance payments the employee would be entitled to receive under the formulas that were set forth in Anadarko’s applicable non-change of control severance plans.

Further, the Services Agreement provides that we will not reimburse Occidental in cash for amounts related to the vesting of any outstanding equity or long-term incentive awards (whether vested, unvested, deferred, or otherwise) granted by Anadarko or Occidental to our named executive officers.

In addition, on December 31, 2019, to provide for uniformity in severance entitlements, our Board of Directors determined to extend the benefits under the Anadarko COC Plan to the named executive officers who were not employed with Anadarko prior to the Occidental Merger (which includes Messrs.

Ure, Collins, and Bourne) for so long as the Anadarko COC Plan continues to apply for the former Anadarko employees who are now employed with us.

For these named executive officers, we will be responsible for 100% of these broad-based severance payments and benefits available under the plan.

Unless otherwise noted, the amounts shown below are limited to amounts that would be payable by us under the Services Agreement and do not include amounts that would be paid, provided, or reimbursed to us by Anadarko or Occidental.

While employees maintain their eligibility and participation under these arrangements, our obligations are limited to no greater than 6 months of employee’s base salary or for our NEOs, an amount the officer would be entitled to receive under the formulas set forth in Anadarko’s non-change in control Officer Severance Plan.

The Anadarko Entities, not our General Partner, are responsible for any payments that exceed these amounts.

In order to provide for uniformity in severance entitlements, on December 31, 2019, our Board extended the benefits under the Anadarko COC Plan to the NEOs who were not employed with Anadarko prior to the Occidental Merger (this includes Messrs.

Ure, Collins, and Bourne).

These benefits will apply for so long as the Anadarko COC Plan continues to apply for the former Anadarko employees who are now employed with us.

For these NEOs, we will be responsible for 100% of these broad-based severance payments and benefits available under the plan.

Per the terms of our Services Agreement we will not reimburse Occidental in cash for amounts related to the vesting of any outstanding equity or long-term incentive awards (whether vested, unvested, deferred, or otherwise) previously granted by Anadarko or Occidental to our NEOs, accordingly these awards are excluded from the amounts shown below.

Involuntary For Cause.

For “cause” is generally defined as:

(i) conviction of a felony or of a misdemeanor involving moral turpitude, (ii) willful failure to perform duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Partnership (or any affiliates), (iv) engaging in business activities which are in conflict with the business interests of the Partnership (or any affiliates), (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule, (vii) engaging in conduct in violation of applicable safety rules or standards, or (viii) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct.

Cash Severance $ — $ — $ — $ —

Total $ — $ — $ — $ —

Involuntary Not For Cause Termination.

As of December 31, 2020, unless otherwise noted, our NEOs were eligible for severance benefits under the broad-based Anadarko COC Plan in the event they are terminated without cause before the end of the change of control period defined under the Plan, which is August 8, 2022.

The original severance benefits were subject to a double-trigger;

however, the Occidental Merger constituted a change of control of Anadarko for purposes of these arrangements and met the requirements for the first trigger.

Accordingly, benefits are now subject only to the second trigger of an involuntary not for cause termination.

Cash Severance (1)

Pursuant to the terms of the Services Agreement, our liability for severance owed to Messrs.

Collins and Bourne is capped at one year of base salary, which is the amount that would have been payable if such officers were subject to the Anadarko Officer Severance Plan.

The amount above for Mr.

Ure reflects the single-trigger broad-based rights extended to him under the Anadarko COC Plan, as such amount is not capped under the Services Agreement.

$ 2,800,000 $ — $ 1,651,000 $ — $ 1,437,000

Pro-Rata Annual Cash Bonus (2)

650,000 — 390,000 — 330,000

Pro-Rata Vesting of WES Equity Awards (3)

1,323,928 302,735 565,238 348,844 313,161

Other Payments (4)

— 167,146 — — —

Total $ 4,773,928 $ 469,881 $ 2,606,238 $ 348,844 $ 2,080,161

_________________________________________________________________________________________

(1) The amounts above for Messrs.

Ure, Collins and Bourne reflect the double-trigger broad-based rights extended to them under the Anadarko COC Plan.

Due to the waiver of certain change of control rights discussed above, Messrs.

Pearl and Griffie do not have arrangements covering involuntary not-for-cause termination other than agreements with Occidental providing for the vesting of equity or acceleration of retention payments for which, in either case, we are not obligated under the Services Agreement.

Pearl and Griffie do not have arrangements covering involuntary not for cause termination.

Pearl left the Partnership on September 11, 2020, and did not receive any cash severance in connection with his departure.

(2) The amounts for Messrs.

Ure, Collins and Bourne reflect a prorated annual bonus based on their target bonus for the year, assuming that each such NEO’s employment terminates as of December 31 of the applicable year, pursuant to the rights extended to them under the Anadarko COC Plan.

Pearl did not receive a bonus upon his termination and Mr.

Griffie, as discussed above, has waived his rights to a prorated bonus.

(3) The amounts reflect the estimated current value of a prorated portion of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2020.

In the event of an involuntary termination not for cause, the performance units would be paid after the end of the performance period, based on actual performance.

(4) In conjunction with Mr.

Pearl’s termination from the Partnership on September 11, 2020, he received a cash payment to restore the employer contributions under the employee 401(k) plan he would have otherwise been entitled to absent the IRS compensation limits.

Change of Control:

Involuntary Termination or Voluntary For Good Reason.

As noted above, on December 31, 2020 certain of our NEOs were eligible for severance benefits under the broad-based Anadarko COC Plan in the event they are terminated without cause before the end of the change of control period defined under the Plan, which is August 8, 2022.

Per the terms of the Services Agreement, we assumed Mr.

Griffie’s Anadarko key employee change of control contract and while he waived any additional benefits related to the Occidental Merger, he is eligible for severance benefits under this contract in the event of a change of control of WES and a qualifying termination event.

In the event there is a change of control of WES and a qualifying termination event, the NEOs would also receive the accelerated vesting of their WES equity awards.

Per the terms of the award agreements, a change of control is deemed to have occurred in the event:

(i) any person or group other than the Partnership or Occidental (or affiliate) becomes the beneficial owner of more than 50% of the combined voting power of the equity interests in the General Partner, (ii) our equity holders approve, in one or a series of transactions, a plan of complete liquidation of the Partnership, (iii) the sale or disposition by the Partnership of all or substantially all of its assets to any person other than an affiliate of the General Partner or Partnership, or (iv) the General Partner or an affiliate of the General Partner ceases to be the general partners of the Partnership and a single person or group other than the Partnership or Occidental (or affiliate) beneficially owns more than 50% of the combined voting power of the equity interests in the entity that is or becomes the general partner of the Partnership.

Because the one-year good reason protection period under the Anadarko COC Plan has lapsed, a voluntary termination for good reason is no longer a qualifying termination event under that Plan.

Griffie’s change of control contract and the WES equity award agreements include good reason as a qualifying termination event, with good reason generally defined as any one of the following occurrences within two years of a change of control:

(i) a diminution of duties and responsibilities, (ii) a material reduction in compensation, (iii) a material change in work location, as defined in the applicable agreement, or (iv) a requirement to travel for business to a substantially greater extent, with all occurrences compared to agreements in place immediately prior to the change of control.

Cash Severance (1)

Pursuant to the terms of the Services Agreement, our liability for severance owed to Messrs.

Pearl and Griffie is capped at one year of base salary, which is the amount that would have been payable if such officers were subject to the Anadarko Officer Severance Plan.

Although the amounts payable to Messrs.

Ure, Collins, and Bourne under the Anadarko COC Plan are generally available to all WES employees, 100% of such amounts are included above because such amounts are not capped under the Services Agreement.

$ 2,800,000 $ 1,651,000 $ 1,925,750 $ 1,437,000

Pro-Rata Annual Cash Bonus (2)

650,000 390,000 345,000 330,000

Accelerated Vesting of WES Equity Awards (3)

4,227,123 1,803,040 1,112,892 1,000,720

Total $ 7,677,123 $ 3,844,040 $ 3,383,642 $ 2,767,720

_________________________________________________________________________________________

(1) The amounts for Messrs.

Ure, Collins, and Bourne reflect the double-trigger broad-based rights extended to them under the Anadarko COC Plan.

Griffie’s benefits reflect the cash severance benefits payable under his legacy Anadarko key employee change of control contract that we assumed as part of the Services Agreement.

Ure, Collins, and Bourne values reflect a prorated annual bonus based on their target bonus for the year, pursuant to the rights extended to them under the Anadarko COC Plan.

Pursuant to the terms of his key employee contract, Mr.

Griffie’s value reflects a prorated target bonus for the year.

(3) The amounts reflect the estimated current value of unvested performance units based on performance to date and the value of unvested time-based units, all as of December 31, 2020.

In the event of a change of control, the performance would be calculated based on the change of control date.

Accelerated Vesting of WES Equity Awards (1)

$ 4,227,123 $ 1,803,040 $ 1,112,892 $ 1,000,720

Total $ 4,227,123 $ 1,803,040 $ 1,112,892 $ 1,000,720

_______________________________________________________________________________________=

(1) Values reflect the estimated current value of unvested performance units based on performance to date and the value of unvested time-based units, all as of December 31, 2020.

In the event of a disability termination, the performance units would be paid after the end of the performance period, based on actual performance.

Accelerated Vesting of WES Equity Awards (1)

$ 4,227,123 $ 1,803,040 $ 1,112,892 $ 1,000,720

Total $ 4,227,123 $ 1,803,040 $ 1,112,892 $ 1,000,720

______________________________________________________________________________________

(1) Values reflect the estimated current value of unvested performance units based on performance to date and the value of unvested time-based units, all as of December 31, 2020.

In the event of death, the performance units would be paid after the end of the performance period, based on actual performance.

CEO Pay Ratio

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Ure, our Chief Executive Officer (CEO).

For the year ended December 31, 2019, our general partner did not directly employ any of the persons responsible for managing our business.

As discussed in the Employees section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K, as of December 31, 2019, we had 19 employees in the process of transferring to WES employment, which was effective as of January 12, 2020, and seconded employees deemed jointly employed by Occidental and our general partner.

Nonetheless, in an effort to comply with this requirement, the pay ratio provided below has been calculated as the total 2019 annual compensation for Mr.

Ure, divided by the total annual compensation of the median employee providing services to us pursuant to (i) the Services and Secondment Agreement and (ii) the omnibus agreement, in each case on an unallocated (100%) basis.

Prior to 2020, because we did not directly have any employees, our pay ratio was based on those employees of Anadarko and Occidental that provided services to us pursuant to (i) the Services and Secondment Agreement and (ii) the omnibus agreement.

As discussed in the Employees section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K, as of December 31, 2020, we had 1,045 employees.

We identified the median employee by using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2020.

We included all employees, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions, or adjustments to the data.

After identifying the median employee, we calculated annual total compensation for such employee using the same methodology used for our NEOs as set forth in the above 2020 Summary Compensation Table.

The pay ratio provided has been calculated as the total 2020 annual compensation for Mr.

Ure of $5,434,887, divided by the total 2020 annual compensation of the median employee of $139,573.

For 2020, the ratio resulting from this calculation was 39 to 1.

Director Compensation

On September 11, 2020, WES announced a re-composition of the board of directors of its general partner.

Owen, David J.

Schulte, and Lisa A.

Stewart (each a "New Director") were appointed as independent directors.

In connection with a reduction in the size of the Board from eleven to eight directors, Steven D.

Arnold, Marcia E.

Backus, James R.

Crane, Thomas R.

Hix, Craig W.

Stewart, and David J.

Tudor left the Board.

Officers or employees of Occidental who also serve as directors of our general partner do not receive additional compensation for their service as a director of our general partner.

Non-employee directors of our general partner receive compensation for their board service and for attending Board and committee meetings pursuant to a director compensation plan approved by the Board of Directors.

There were no changes to the director compensation plan during 2019 , except that the value of the annual equity grant was increased from $100,000 to $125,000.

Compensation for independent directors consists of the following:

Non-employee directors of our general partner received compensation during 2020 for their Board service and for attending Board and committee meetings pursuant to a director compensation plan approved by the Board.

There were no changes to the director compensation plan during 2020.

Compensation for non-employee directors during 2020 consisted of the following:

• an annual retainer of $110,000 for each non-employee Board member;

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• a fee of $2,000 for each Board and committee meeting attended to the extent a non-employee Board member attends in excess of 10 total Board and committee meetings in one calendar year;

annual grants of phantom units with a value of approximately $125,000 on the date of grant, all of which vest 100% on the first anniversary of the date of grant (with vesting to be accelerated upon a change of control of our general partner or Occidental).

• annual grants of phantom units with a value of approximately $125,000.

In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or committees and for costs associated with participation in continuing director education programs.

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The following table sets forth information concerning total director compensation earned during 2020 by each non-employee director:

Fees Earned or Paid in Cash

Stock Awards (1)

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Milton Carroll

The amounts included in the Stock Awards column represent the grant date fair value of non-option awards made to directors in 2019 , computed in accordance with FASB ASC Topic 718.

Name Fees Earned or Paid in Cash

Kenneth F Owen 40,783 52,931 93,714

Schulte 40,783 52,931 93,714

Stewart 34,696 52,931 87,627

Brown 69,203 54,855 124,058

Hix 165,000 113,299 278,299

Stewart 140,000 113,299 253,299

Tudor 167,500 113,299 280,799

Arnold 140,000 113,299 253,299

Crane 140,000 113,299 253,299

________________________________________________________________________________________

(1) The amounts include fees earned during the year and an additional payment made to Messrs.

Hix, Stewart, Tudor, Arnold, and Crane upon their resignation from the Board.

(2) The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2020, computed in accordance with FASB ASC Topic 718.

Upon the September 11, 2020 departure of Messrs.

Hix, Stewart, Tudor, Arnold, and Crane, the Board approved the vesting of their outstanding phantom units.

For these directors, the amounts include the incremental fair value of the awards on the modification date, of $58,444, valued in accordance with FASB ASC Topic 718.

See the table below for phantom units awarded to each non-employee director during 2020.

The following table contains the grant date fair value of phantom unit awards made to each non-employee director during 2019 :

Phantom Units (#)

Grant Date Fair Value of Stock and Option Awards ($) (1)

Milton Carroll

The amounts included in the Grant Date Fair Value of Stock and Option Awards column represent the grant date fair value of the awards made to non-employee directors in 2019 computed in accordance with FASB ASC Topic 718.

These awards vested on August 8, 2019, as a result of Anadarko being acquired by Occidental pursuant to the Occidental Merger.

As of December 31, 2020, Messrs.

Owen and Schulte and Ms.

Stewart each had 7,182 outstanding phantom units;

Brown had 7,803 outstanding phantom units;

Hix, Stewart, Tudor, Arnold, and Crane had no outstanding phantom units.

The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2020:

Name Grant Date Phantom

Grant Date Fair

Value of Stock Awards

Kenneth F Owen Sept 23 7,182 52,931

Schulte Sept 23 7,182 52,931

Stewart Sept 23 7,182 52,931

Brown May 14 7,803 54,855

Hix May 14 7,803 54,855

Stewart May 14 7,803 54,855

Tudor May 14 7,803 54,855

Arnold May 14 7,803 54,855

Crane May 14 7,803 54,855

_________________________________________________________________________________________

(1) The awards granted on September 23, 2020 reflect a prorated annual award granted to the new directors upon their appointment to the Board and will vest on February 12, 2021, a vesting date that aligns with the annual vesting of our NEO awards.

Brown’s award granted on May 14, 2020 vests on May 14, 2021.

On September 11, 2020, upon the departure of Messrs.

Hix, Stewart, Tudor, Arnold, and Crane, the Board approved the vesting of their outstanding units granted on May 14, 2020.

(2) The amounts included in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of the awards made to non-employee directors in 2020 computed in accordance with FASB ASC Topic 718.

The value ultimately realized by a director upon the actual vesting of the award(s) may or may not have been equal to the value included above.

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As previously discussed, our general partner’s Board of Directors is not required to maintain, and does not maintain, a compensation committee.

Vangolen, Bennett, and Brown and Mses.

Backus and Kirk, who are directors of our general partner, are also executive or corporate officers of Occidental.

Vangolen and Bennett, and Ms.

Clark, who are directors of our general partner, are also executive or corporate officers of Occidental.

However, all compensation decisions with respect to each of these persons are made by Occidental, and none of these individuals receive any compensation directly from us or our general partner for their service as directors.

Read Part III, Item 13 below in this Form 10-K for information about relationships among us, our general partner, and Occidental.

Compensation Committee Report

Neither we nor our general partner has a compensation committee.

The Board of Directors has reviewed and discussed the Compensation Discussion and Analysis set forth above and based on this review and discussion has approved it for inclusion in this Form 10-K.

The Board of Directors of Western Midstream Holdings, LLC:

Glenn Vangolen

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Name and Address of Beneficial Owner (1)

Beneficially Owned (3)

Percentage of

Beneficially Owned Percentage of

Occidental Petroleum Corporation (2)

214,281,578 51.9%

Glenn Vangolen — *

Bourne 14,628 *

Collins 32,760 *

Christopher B.

Dial 12,879 *

Green 5,389 *

Griffie 16,953 *

Brown 1,440 *

Schulte 11,682 *

Stewart 7,182 *

All directors and executive officers

as a group (13 persons) 179,593 *

_________________________________________________________________________________________

* Less than 1%.

(1) The address for Occidental and its representatives on the Board of Directors of our general partner is 5 Greenway Plaza, Suite 110, Houston, Texas 77046.

The address for all other beneficial owners in this table is 1201 Lake Robbins Drive, The Woodlands, Texas 77380.

WGRI owns 161,319,520 common units, AMH owns 24,771,550 common units, WGRAH owns 38,139,260 common units, Kerr-McGee Worldwide Corporation owns 684,922 common units, and Anadarko E&P Onshore LLC owns 17,221,724 common units of WES.

The address for all other beneficial owners in this table is 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380.

(2) WGRI owns 161,319,520 common units, AMH owns 457,849 common units, WGRAH owns 38,139,260 common units, and Anadarko USH1 Corporation owns 14,364,949 common units of WES.

Occidental is the ultimate parent company of each of the foregoing entities and may, therefore, be deemed to beneficially own the units held by such entities.

Does not include unvested WES phantom unit awards as follows:

Number of Units

Time-Based Awards

Christopher B.

(3) Includes 10,000 common units held in a margin account.

However, there are currently no margin borrowings associated with this account.

The following table sets forth owners of 5% or greater of our common units, other than Occidental and its affiliates, the holdings of which are listed in the first table of this Item 12.

Title of Class

Name and Address of Beneficial Owner

Title of Class Name and Address of Beneficial Owner Amount and

of Beneficial

Percent of Class

ALPS Advisors, Inc.

Ownership Percent of Class

Common Units ALPS Advisors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203 24,153,629 (1)

Common Units Invesco Ltd.

1555 Peachtree Street NE, Suite 1800

Atlanta, GA 30309 21,340,971 (2)

_________________________________________________________________________________________

Based upon its Schedule 13G filed February 7, 2020 , with the SEC with respect to Partnership securities held as of December 31, 2019 , ALPS Advisors, Inc.

(1) Based upon its Schedule 13G/A filed February 9, 2021, with the SEC with respect to Partnership securities held as of December 31, 2020, ALPS Advisors, Inc.

(“ALPS”) has shared voting and dispositive power as to 24,153,629 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 24,098,923 of the common units held by ALPS.

(2) Based upon its Schedule 13G filed February 16, 2021, with the SEC with respect to Partnership securities held as of December 31, 2020, Invesco Ltd.

has sole voting and dispositive power as to 21,340,971 common units.

Securities Authorized for Issuance Under Equity Compensation Plan

The following table sets forth information with respect to the securities that may be issued under the LTIPs as of December 31, 2019 .

For more information regarding the LTIPs, read Note 6—Transactions with Affiliates in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Plan Category

The following table sets forth information with respect to the securities that may be issued under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan and the Western Gas Partners, LP 2017 Long-Term Incentive Plan as of December 31, 2020.

For more information regarding the plans, read Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Plan Category (a)

to be Issued Upon

Outstanding Options,

Warrants, and Rights

Warrants, and Rights (b)

Weighted-Average

1 unchanged sentence

Options, Warrants,

and Rights (c)

Number of Securities

5 unchanged sentences

Equity compensation plans not approved by security holders 1,741,530 (1)

Total 1,741,530 — 4,513,688

_________________________________________________________________________________________

(1) Includes performance units at their maximum payout of 200%.

(2) Phantom and performance units constitute the only rights outstanding under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan.

Each phantom or performance unit that may be settled in common units entitles the holder to receive, upon vesting and determination of any performance criteria, if applicable, one common unit with respect to each phantom or performance unit, without payment of any cash.

Accordingly, there is no reportable weighted-average exercise price.

Certain Relationships and Related Transactions, and Director Independence

3 unchanged sentences

The officers of our general partner are also officers of WES Operating GP and our general partner’s officers operate WES Operating’s business.

Six of our directors are currently or formerly affiliated with Occidental and our remaining directors are independent as defined by the NYSE.

Five of our directors are currently or formerly affiliated with Occidental and our remaining directors are independent as defined by the NYSE.

Agreements with Occidental

1 unchanged sentence

These agreements were not the result of arm’s-length negotiations and, as such, they or the related underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliated third parties.

Merger transactions.

On February 28, 2019, WES, WES Operating, Anadarko, and certain of their affiliates completed the Merger.

See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part II , Item 8 of this Form 10-K for additional information.

Shared services agreements.

Prior to December 31, 2019, Occidental performed centralized corporate functions for us and WES Operating under the omnibus agreements discussed below.

On December 31, 2019, the omnibus agreements were terminated and replaced by the Services Agreement discussed in more detail below.

WES omnibus agreement.

(ii) our obligation to pay Occidental, in quarterly installments, an administrative services fee of $250,000 per year, which was subject to an annual increase pursuant to the omnibus agreement;

and (iii) our obligation to reimburse Occidental for all insurance coverage expenses it incurred or payments it made on our behalf.

The WES omnibus agreement was terminated as part of the December 2019 Agreements (see Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part II , Item 8 of this Form 10-K ).

The following table summarizes the amounts we reimbursed to Occidental pursuant to the WES omnibus agreement, separate from, and in addition to, those reimbursed by WES Operating:

Year Ended December 31,

General and administrative expenses

Public company expenses

Total reimbursement

WES Operating omnibus agreement.

(ii) WES Operating’s obligation to reimburse Occidental for expenses incurred or payments made on its behalf in conjunction with Occidental’s provision of general and administrative services provided to WES Operating, including salary and benefits of Occidental personnel, public company expenses, general and administrative expenses, and salaries and benefits of WES Operating’s executive management who were employees of Occidental;

and (iii) WES Operating’s obligation to reimburse Anadarko for all insurance coverage expenses it incurred or payments it made with respect to WES Operating’s assets.

Occidental, in accordance with the partnership agreement and the WES Operating omnibus agreement, determined, in its reasonable discretion, amounts to be reimbursed by WES Operating in exchange for services provided under the WES Operating omnibus agreement.

The WES Operating omnibus agreement was terminated as part of the December 2019 Agreements (see Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part II , Item 8 of this Form 10-K ).

The following table summarizes the amounts WES Operating reimbursed to Occidental pursuant to the WES Operating omnibus agreement:

Year Ended December 31,

General and administrative expenses

Public company expenses

Total reimbursement

Services and secondment agreement.

Pursuant to the services and secondment agreement, which was amended and restated on December 31, 2019, and is now referred to as the Services Agreement, specified employees of Occidental are seconded to WES Operating GP to provide, under the direction, supervision, and control of our general partner, operating, routine maintenance, and other services with respect to the assets we own and operate.

Occidental is reimbursed for services provided by the seconded employees.

Pursuant to the Services Agreement, Occidental (i) seconds certain personnel employed by Occidental to WES Operating GP, in exchange for which WES Operating GP pays a monthly secondment and shared services fee to Occidental equivalent to the direct cost of the seconded employees and (ii) continues to provide certain administrative and operational services to us.

The initial term of the Services Agreement is two years and will automatically extend for additional six-month periods unless either party provides a 30-day written notice of termination prior to the initial two-year or additional six-month period expires.

However, the Services Agreement provides for the transfer of certain employees to us, which is anticipated to occur prior to the end of 2020.

For additional information on the Services Agreement, see Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part II , Item 8 of this Form 10-K .

Indemnification agreements with directors and officers.

Our general partner entered into indemnification agreements with each of its officers and directors (each, an “Indemnitee”).

The indemnification agreements provide that each Indemnitee will be indemnified and held harmless against all expense, liability, and loss (including attorney’s fees, judgments, fines or penalties, and amounts to be paid in settlement) actually and reasonably incurred or suffered by the Indemnitee in connection with serving in their capacity as officers and directors of our general partner (or of any subsidiary of our general partner) or in any capacity at the request of our general partner or its Board of Directors to the fullest extent permitted by applicable law, including Section 18-108 of the Delaware Limited Liability Company Act in effect on the date of the agreement or as such laws may be amended to provide more advantageous rights to the Indemnitee.

The indemnification agreements also provide that advance payment of certain expenses must be made to the Indemnitee, including fees of counsel, in advance of final disposition of any proceeding subject to receipt of an undertaking from the Indemnitee to return such advance if it is ultimately determined that the Indemnitee is not entitled to indemnification.

Through December 31, 2019 , there have been no payments or claims to Occidental related to indemnifications and no payments or claims have been received from Occidental related to indemnifications.

Tax sharing agreements.

We and WES Operating have tax sharing agreements with Occidental, pursuant to which Occidental is reimbursed for our and WES Operating’s estimated share of taxes from all forms of taxation, excluding taxes imposed by the United States.

Taxes for which Occidental is reimbursed include state taxes attributable to our and WES Operating’s income that are directly borne by Occidental through its filing of a combined or consolidated tax return.

Taxes related to assets previously acquired from Anadarko were reimbursed in periods beginning on and subsequent to the acquisition of such assets.

Occidental may use its own tax attributes to reduce or eliminate the tax liability of its combined or consolidated group, which may include us and WES Operating as members.

However, under this circumstance, we and WES Operating nevertheless are required to reimburse Occidental for the allocable share of taxes that would have been owed had the tax attributes not been available to Occidental.

Indemnification agreements.

Prior to December 31, 2019, WES Operating GP was indemnified by wholly owned subsidiaries of Occidental against any claims made against WES Operating GP for WES Operating’s long-term debt and/or borrowings under the RCF and Term loan facility.

These indemnification agreements were terminated as part of the December 2019 Agreements .

Chipeta LLC agreement.

We are party to the Chipeta LLC agreement, together with a third-party member.

Among other things, the Chipeta LLC agreement provides the following:

Chipeta’s members will be required from time to time to make capital contributions to Chipeta to the extent approved by the members in connection with Chipeta’s annual budget;

Chipeta will distribute available cash, as defined in the Chipeta LLC agreement, if any, to its members quarterly in accordance with those members’ membership interests;

Chipeta’s membership interests are subject to significant restrictions on transfer.

We are the managing member of Chipeta.

As managing member, we manage the day-to-day operations of Chipeta and receive a management fee from the other member, which is intended to compensate the managing member for the performance of its duties.

We may be removed as the managing member only if we are grossly negligent or fraudulent, breach our primary duties, or fail to respond in a commercially reasonable manner to written business proposals from the other members, and such behavior, breach, or failure has a material adverse effect to Chipeta.

Commodity-price swap agreements.

Prior to their expiration on December 31, 2018, we had commodity-price swap agreements with Anadarko to mitigate exposure to commodity-price risk inherent in our percent-of-proceeds, percent-of-product, and keep-whole gas-processing contracts.

See Note 6—Transactions with Affiliates in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Gathering and processing agreements.

We have significant gathering and processing arrangements with affiliates of Occidental on most of our systems.

For the year ended December 31, 2019 , production owned or controlled by Occidental represented 38% of our throughput for natural-gas assets (excluding equity-investment throughput) and 83% of our throughput for crude-oil, NGLs, and produced-water assets (excluding equity-investment throughput).

Effective December 31, 2019, Kerr-McGee Oil & Gas Onshore, LP, a subsidiary of Occidental, and Kerr-McGee Gathering LLC (“KMGG”), a subsidiary of WES Operating, entered into an amendment to the DJ gas-gathering agreement to provide for the extension of gathering services by KMGG to gas produced by a subsidiary of Occidental in Weld County, Colorado, in the DJ Basin for a primary term ending August 2029.

Commodity purchase and sale agreements.

We sell a significant amount of our natural gas and NGLs to AESC, Occidental’s marketing affiliate that acts as our agent for third-party sales.

In addition, we purchase natural gas from AESC pursuant to purchase agreements.

Marketing Transition Services Agreement.

Effective December 31, 2019, certain subsidiaries of Anadarko entered into a transition services agreement (the “Marketing Transition Services Agreement”) to provide certain marketing-related services to certain of our subsidiaries through December 31, 2020, subject to our subsidiaries’ option to extend such services for an additional six-month period.

Exchange Agreement.

On December 31, 2019, WGRI, the general partner, and WES entered into the Exchange Agreement, pursuant to which WES canceled the non-economic general partner interest in WES and simultaneously issued a 2.0% general partner interest to the general partner in exchange for which WGRI transferred 9,060,641 WES common units to WES, which immediately canceled such units on receipt.

Affiliate asset contributions.

The following table summarizes affiliate contributions of other assets to us:

Year Ended December 31,

Cash consideration paid

Net carrying value

Partners’ capital adjustment

Summary of affiliate transactions.

Affiliate revenues include (i) income from our investments accounted for under the equity method of accounting and (ii) amounts earned from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental.

In addition, we purchase natural gas from an affiliate of Occidental pursuant to gas purchase agreements.

Operation and maintenance expense includes amounts accrued for or paid to affiliates for the operation of our assets and for services provided to affiliates, including field labor, measurement and analysis, and other disbursements.

A portion of general and administrative expense is paid by Occidental, which results in affiliate transactions pursuant to the reimbursement provisions of the WES and WES Operating agreements with Occidental.

Affiliate expenses do not bear a direct relationship to affiliate revenues, and third-party expenses do not bear a direct relationship to third-party revenues.

The following table summarizes material affiliate transactions included in our consolidated financial statements (see Note 6—Transactions with Affiliates in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K):

See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for more information regarding the transactions and agreements discussed below.

Summary of Material Related-Party Transactions

The following tables summarize material related-party transactions included in our consolidated financial statements (see Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K):

Consolidated statements of operations

Year Ended December 31,

thousands 2020 2019 2018

Revenues and other

Equity income, net – affiliates (1)

Service revenues – fee based $ 1,740,999 $ 1,441,875 $ 1,070,066

Service revenues – product based 8,509 7,062 3,339

Product sales 71,104 158,459 280,306

Total revenues and other 1,820,612 1,607,396 1,353,711

Equity income, net – related parties (1)

226,750 237,518 195,469

Operating expenses

2 unchanged sentences

General and administrative (2)

40,295 101,485 49,672

Total operating expenses 182,712 503,246 334,155

Interest income (3)

Gain (loss) on divestiture and other, net (2,870) — —

Interest income – Anadarko note receivable 11,736 16,900 16,900

Interest expense (6) (1,970) (6,746)

_________________________________________________________________________________________

(1) See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(2) Includes (i) amounts charged by Occidental pursuant to the shared services agreements (see Shared services agreements within this Item 13) and (ii) equity-based compensation expense allocated to us by Occidental, portions of which are not reimbursed to Occidental and are reflected as contributions to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Item 13).

Consolidated balance sheets

thousands 2020 2019

Accounts receivable, net $ 291,253 $ 113,345

Other current assets 5,493 4,982

Anadarko note receivable — 260,000

Equity investments (1)

1,224,813 1,285,717

Other assets 50,967 60,221

Total assets 1,572,526 1,724,265

Accounts and imbalance payables 6,664 —

Short-term debt (2)

Accrued liabilities 19,195 3,087

Other liabilities 138,796 97,800

Total liabilities 164,655 108,760

_________________________________________________________________________________________

(1) See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(2) Includes amounts related to finance leases (see Note 14—Leases in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K) .

Consolidated statements of cash flows

Year Ended December 31,

thousands 2020 2019 2018

Distributions from equity-investment earnings – related parties $ 246,637 $ 234,572 $ 187,392

Acquisitions from related parties — (2,007,926) (254)

Contributions to equity investments - related parties (19,388) (128,393) (133,629)

Distributions from equity investments in excess of cumulative earnings – related parties 32,160 30,256 29,585

APCWH Note Payable borrowings — 11,000 321,780

Repayment of APCWH Note Payable

Settlement of the Deferred purchase price obligation – Anadarko (5)

Distributions to WES unitholders (6)

— (439,595) —

Distributions to Partnership unitholders (1)

(367,861) (566,868) (400,194)

Distributions to WES Operating unitholders (2)

(15,434) (19,768) (7,583)

Net contributions from (distributions to) related parties 24,466 458,819 97,755

Above-market component of swap agreements with Anadarko

Represents amounts earned or incurred on and subsequent to the date of the acquisition of assets from Anadarko, and amounts earned or incurred by Anadarko on a historical basis for periods prior to the acquisition of such assets.

Represents general and administrative expense incurred on and subsequent to the date of the acquisition of assets from Anadarko, and a management services fee for expenses incurred by Anadarko for periods prior to the acquisition of such assets.

These amounts include equity-based compensation expense allocated to us by Occidental (see LTIPs and Incentive Plans in Note 6—Transactions with Affiliates in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K) and amounts charged by Occidental under the WES and WES Operating omnibus agreements.

Represents interest income recognized on the Anadarko note receivable.

Includes amounts related to finance leases and the APCWH Note Payable (see Note 1—Summary of Significant Accounting Policies and Note 13—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

Represents the cash payment to Anadarko for the settlement of the Deferred purchase price obligation – Anadarko (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

— 7,407 51,618

Finance lease payments (6,382) (508) —

_________________________________________________________________________________________

(1) Represents distributions paid to Occidental pursuant to our partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

(2) Represents distributions paid to certain subsidiaries of Occidental pursuant to WES Operating’s partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

The following table summarizes material affiliate transactions for WES Operating (which are included in our consolidated financial statements) to the extent the amounts differ from our consolidated financial statements:

The following tables summarize material related-party transactions for WES Operating (which are included in our consolidated financial statements) to the extent the amounts differ from our consolidated financial statements:

Consolidated statements of operations

Year Ended December 31,

thousands 2020 2019 2018

General and administrative (1)

$ 41,609 $ 99,613 $ 48,819

_________________________________________________________________________________________

(1) Includes (i) amounts charged by Occidental pursuant to the shared services agreements and (ii) equity-based compensation expense allocated to WES Operating by Occidental, portions of which are not reimbursed to Occidental and are reflected as contributions to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Item 13).

Consolidated balance sheets

thousands 2020 2019

Accounts receivable, net $ 246,083 $ 113,581

Consolidated statements of cash flows

Year Ended December 31,

thousands 2020 2019 2018

Distributions to WES Operating unitholders (1)

These amounts include equity-based compensation expense allocated to WES Operating by Occidental (see LTIPs and Incentive Plans in Note 6—Transactions with Affiliates in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K) and amounts charged by Occidental pursuant to the WES Operating omnibus agreement.

$ (771,546) $ (1,025,931) $ (514,906)

_________________________________________________________________________________________

(1) Represents distributions paid to us and certain subsidiaries of Occidental pursuant to WES Operating’s partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

For the year ended December 31, 2019 , includes distributions to us and a subsidiary of Occidental related to the repayment of the WGP RCF (see Note 13—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

Related-party revenues.

Related-party revenues include (i) income from our investments accounted for under the equity method of accounting (see Note 7 in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K) and (ii) amounts earned by us from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental.

Gathering and processing agreements.

We have significant gathering and processing arrangements with affiliates of Occidental on most of our systems.

While Occidental is our contracting counterparty, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our infrastructure to bring their volumes to market.

For the year ended December 31, 2020, production owned or controlled by Occidental represented 41% of our throughput for natural-gas assets (excluding equity-investment throughput) and 88% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and 87% of our throughput for produced-water assets.

In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to our Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation, now Mesquite Energy, Inc.

(“Mesquite”) that allows Mesquite to process gas under such agreement.

For this reason, Anadarko continues to be liable under the Brasada gas processing agreement through 2034 to the extent Mesquite does not perform.

For all periods presented, Mesquite has performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko.

Further, in connection with the sale of its Uinta Basin assets in 2020, Kerr McGee Oil & Gas Onshore LP, a subsidiary of Occidental, retained the deficiency payment obligations under a gas processing agreement at the Chipeta plant.

This contingent payment obligation extends through the earlier of October 1, 2022, or the termination of the processing agreement.

Commodity purchase and sale agreements.

Through December 31, 2020, we sold a significant amount of our natural gas and NGLs to AESC, Occidental’s marketing affiliate.

Prior to April 1, 2020, AESC acted as an agent on behalf of either us or our customers for third-party sales.

Where AESC sold natural gas and NGLs on our customers’ behalf, we recognized associated service revenues and cost of product expense for the marketing services performed by AESC.

When product sales were on our behalf, we recognized product sales revenues based on Occidental’s sales price to the third party and recorded the associated cost of product expense associated with the marketing activities provided by AESC.

Effective April 1, 2020, changes to marketing-contract terms with AESC terminated AESC’s prior status as our agent for third-party sales and established AESC as our customer.

Accordingly, we no longer recognize service revenues and/or product sales revenues and the equivalent cost of product expense for the marketing services performed by AESC.

This change has no impact to Operating income (loss), Net income (loss), the balance sheets, cash flows, or any non-GAAP metric used to evaluate the Partnership’s operations (see Key Performance Metrics under Part II, Item 7 of this Form 10-K).

In addition, we purchase natural gas from AESC pursuant to purchase agreements.

Marketing Transition Services Agreement.

Effective December 31, 2019, certain subsidiaries of Anadarko entered into a transition services agreement (the “Marketing Transition Services Agreement”) to provide marketing-related services to certain of our subsidiaries through December 31, 2020, subject to the option to extend such services for an additional six-month period.

The Marketing Transition Services Agreement terminated on December 31, 2020.

While we still have some marketing agreements with affiliates of Occidental, we began marketing and selling substantially all of our natural gas and NGLs directly to third parties beginning on January 1, 2021.

Operating lease.

Effective December 31, 2019, an affiliate of Occidental and a wholly owned subsidiary of WES, the lessor, entered into an operating and maintenance agreement pursuant to which Occidental provides operational and maintenance services with respect to a crude-oil gathering system and associated treating facilities owned by us through December 31, 2021.

See Note 14—Leases in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Related-party expenses.

Operation and maintenance expense includes amounts accrued for or paid to related parties for the operation of our assets and for services provided to related parties, including field labor, measurement and analysis, and other disbursements.

A portion of general and administrative expense is paid by Occidental, which results in related-party transactions pursuant to the reimbursement provisions of our and WES Operating’s agreements with Occidental.

Related-party expenses do not bear a direct relationship to related-party revenues, and third-party expenses do not bear a direct relationship to third-party revenues.

Shared services agreements.

General and administrative expense includes costs incurred pursuant to the agreements discussed below.

Under these agreements Occidental has performed certain centralized corporate functions for us and WES Operating.

• Services Agreement.

Pursuant to the Services Agreement, which was amended and restated on December 31, 2019, specified employees of Occidental were seconded to WES Operating GP to provide, under the direction, supervision, and control of the general partner, (i) operating and routine maintenance service and (ii) corporate, administrative, and other services, with respect to the assets owned and operated by us.

Occidental was reimbursed for the services provided by the seconded employees.

In January 2020, pursuant to the Services Agreement, Occidental made a one-time cash contribution of $20.0 million to WES Operating for anticipated transition costs required to establish stand-alone human resources and information technology functions.

In late March 2020, seconded employees’ employment was transferred to us.

Occidental continues to provide certain limited administrative and operational services to us, with most services expected to be fully transitioned to us by December 31, 2021.

• WES omnibus agreement.

Prior to December 31, 2019, we had an omnibus agreement with Occidental and the general partner (the “WES omnibus agreement”) that governed (i) our obligation to reimburse Occidental for expenses incurred or payments made on our behalf in connection with Occidental’s provision of general and administrative services provided to us, including certain public company expenses and general and administrative expenses, (ii) our obligation to pay Occidental, in quarterly installments, an administrative services fee of $250,000 per year, which was subject to an annual increase pursuant to the omnibus agreement, and (iii) our obligation to reimburse Occidental for all insurance coverage expenses it incurred or payments it made on our behalf.

The WES omnibus agreement was terminated as part of the December 2019 Agreements.

• WES Operating omnibus agreement.

Prior to December 31, 2019, WES Operating had a separate omnibus agreement with Occidental and WES Operating GP (the “WES Operating omnibus agreement”) that governed (i) Occidental’s obligation to indemnify WES Operating for certain liabilities and WES Operating’s obligation to indemnify Occidental for certain liabilities, (ii) WES Operating’s obligation to reimburse Occidental for expenses incurred or payments made on its behalf in conjunction with Occidental’s provision of general and administrative services provided to WES Operating, including salary and benefits of Occidental personnel, public company expenses, general and administrative expenses, and salaries and benefits of WES Operating’s executive management who were employees of Occidental, and (iii) WES Operating’s obligation to reimburse Occidental for all insurance coverage expenses it incurred or payments it made with respect to WES Operating’s assets.

The WES Operating omnibus agreement was terminated as part of the December 2019 Agreements .

Incentive Plans.

General and administrative expense includes equity-based compensation expense allocated to us by Occidental for awards granted to the executive officers of the general partner and to other employees prior to their employment with us under (i) the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as amended and restated, (ii) Occidental’s 2015 Long-Term Incentive Plan, and (iii) Occidental’s Phantom Share Unit Award Plan (collectively referred to as the “Incentive Plans”).

General and administrative expense includes costs related to the Incentive Plans of $14.6 million, $12.9 million, and $6.6 million for the years ended December 31, 2020, 2019, and 2018, respectively.

See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Anadarko note receivable.

On September 11, 2020, we and Occidental entered into a Unit Redemption Agreement, pursuant to which (i) WES Operating transferred and assigned its interest in the Anadarko note receivable to its limited partners on a pro-rata basis, transferring 98% of its interest in (and accrued interest owed under) the Anadarko note receivable to us and the remaining 2% to WGRAH, a subsidiary of Occidental, (ii) we subsequently assigned the 98% interest in (and accrued interest owed under) the Anadarko note receivable to Anadarko, which Anadarko canceled and retired immediately upon receipt, in exchange for which Occidental caused certain of its subsidiaries to transfer an aggregate of 27,855,398 of our common units to us, and (iii) we canceled such common units immediately upon receipt.

See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Indemnification agreements with directors and officers.

Our general partner has entered into indemnification agreements with each of its officers and directors (each, an “Indemnitee”).

Through December 31, 2020, there have been no payments or claims to Occidental related to these indemnification agreements and no payments or claims have been received from Occidental related to these indemnification agreements.

Chipeta LLC agreement.

We are party to the Chipeta LLC agreement, together with a third-party member.

Among other things, the Chipeta LLC agreement provides the following:

• Chipeta’s members will be required from time to time to make capital contributions to Chipeta to the extent approved by the members in connection with Chipeta’s annual budget;

• Chipeta will distribute available cash, as defined in the Chipeta LLC agreement, if any, to its members quarterly in accordance with those members’ membership interests;

• Chipeta’s membership interests are subject to significant restrictions on transfer.

We are the managing member of Chipeta.

We may be removed as the managing member only if we are grossly negligent or fraudulent, breach our primary duties, or fail to respond in a commercially reasonable manner to written business proposals from the other member, and such behavior, breach, or failure has a material adverse effect to Chipeta.

Purchases from related parties.

During the fourth quarter of 2020, a subsidiary of WES entered into an agreement to purchase three electrical substations located in the DJ Basin from a subsidiary of Occidental for $2.0 million.

This purchase was recorded as an Accrued capital expenditure as of December 31, 2020, and cash was paid in January of 2021.

Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates, including Occidental, on the one hand, and our partnership and our limited partners, on the other hand.

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its related parties, including Occidental, on the one hand, and our partnership and our limited partners, on the other hand.

The directors and officers of our general partner have fiduciary duties to manage our general partner in a manner beneficial to its owner (Occidental).

At the same time, our general partner also has duties to manage our partnership in a manner beneficial to us and our unitholders.

Whenever a conflict arises between our general partner or its affiliates, on the one hand, and us and our limited partners, on the other hand, our general partner will resolve the conflict.

Whenever a conflict arises between our general partner or its related parties, on the one hand, and us and our limited partners, on the other hand, our general partner will resolve the conflict.

Our partnership agreement contains provisions that modify and limit our general partner’s default state law fiduciary duties to our unitholders.

10 unchanged sentences

Our partnership agreement provides that for someone to act in good faith, that person must reasonably believe he is acting in the best interests of the Partnership.

Additionally, the Board of Directors has adopted a written Code of Business Conduct and Ethics (the “Code”), under which all directors and officers of the general partner, and employees working on our behalf, are expected to avoid conflicts or the appearance of conflicts in relation to their duties and responsibilities to us, and report any violation of the Code by any person.

Additionally, the Board of Directors has adopted a written Code of Ethics and Business Conduct (the “Code”), under which all directors and officers of the general partner, and employees working on our behalf, are expected to avoid conflicts or the appearance of conflicts in relation to their duties and responsibilities to us, and report any violation of the Code by any person.

Under our Corporate Governance Guidelines, any waivers of the Code for any officer or director may only be made by the Board of Directors or by a committee of the Board of Directors composed of independent directors.

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The following table presents fees for the audit of the annual consolidated financial statements for the last two fiscal years and for other services provided by KPMG LLP:

WES Operating

WES WES Operating

thousands 2020 2019 2020 2019

Audit fees $ 250 $ 325 $ 2,240 $ 1,862

Audit-related fees — 25 — 375

Total $ 250 $ 350 $ 2,240 $ 2,237

Audit fees are primarily for the audit of our and WES Operating’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, consents, comfort letters, other audits, and the reviews of financial statements included in the Forms 10-Q.

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During 2020, no fees for services outside the scope of audit, review, or attestation that exceed the waiver provisions of 17 CFR 210.2-01(c)(7)(i)(C) were approved by the Audit Committee.

During 2020, the Audit Committee reviewed and approved the use of KPMG LLP’s Accounting research and disclosure checklist applications for no additional fee.

The Audit Committee has approved the appointment of KPMG LLP as independent registered public accounting firm to conduct the audit of our and WES Operating’s consolidated financial statements for the year ended December 31, 2021.

7 unchanged sentences

Exhibit Index

Number Description

1 Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No.

1 unchanged sentence

2 Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.

First Amended and Restated Agreement of Limited Partnership of Western Gas Equity Partners, LP, dated as of December 12, 2012 (incorporated by reference to Exhibit 3.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on December 12, 2012, File No.

Amendment No.

1 to First Amended and Restated Agreement of Limited Partnership of Western Gas Equity Partners, LP, dated November 9, 2017 (incorporated by reference to Exhibit 3.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 9, 2017, File No.

Amendment No.

2 to the First Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.6 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.

3 Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

6 unchanged sentences

9 Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.

Number Description

10 Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No.

14 unchanged sentences

12 Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No.

Number Description

13 Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No.

3 unchanged sentences

17 Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No.

Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K file on August 9, 2018, File No.

Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K file on August 9, 2018, File No.

18 Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No.

19 Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No.

20 Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.

3 unchanged sentences

24 Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.

Partnership Interests Exchange Agreement, by and among Western Gas Resources, Inc., Wester Midstream Holdings, LLC and Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC and Anadarko Petroleum Corporation, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.3 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No.

Amendment No.

1 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of December 19, 2008 (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on December 24, 2008, File No.

Amendment No.

2 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of July 22, 2009 (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 23, 2009, File No.

Amendment No.

3 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of December 31, 2009 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on January 7, 2010, File No.

Amendment No.

4 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of January 29, 2010 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on February 3, 2010, File No.

Amendment No.

5 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of August 2, 2010 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 5, 2010, File No.

Services And Secondment Agreement between Western Gas Holdings, LLC and Anadarko Petroleum Corporation dated May 14, 2008 (incorporated by reference to Exhibit 10.4 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No.

Amendment No.

1 to Services And Secondment Agreement between Western Gas Holdings, LLC and Anadarko Petroleum Corporation dated December 10, 2015 (incorporated by reference to Exhibit 10.8 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 25, 2016, File No.

1 Partnership Interests Exchange Agreement, by and among Western Gas Resources, Inc., Wester n Midstream Holdings, LLC and Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

2 Amended and Restated Services, Secondment and Employee Transfer Agreement, by and between Occidental Petroleum Corporation, Anadarko Petroleum Corporation and Western Midstream Operating GP, LLC, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

3 Anadarko Petroleum Corporation Key Employee Change of Control Contract for Vice Presidents (Michael C.

Pearl), dated May 28, 2013, as amended on April 11, 2019.

Pearl), dated May 28, 2013, as amended on April 11, 2019 (incorporated by reference to Exhibit 10.11 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.

4 Anadarko Petroleum Corporation Key Employee Change of Control Contract for Vice Presidents (Charles G.

Griffie), dated November 28, 2018, as amended on April 11, 2019.

Griffie), dated November 28, 2018, as amended on April 11, 2019 (incorporated by reference to Exhibit 10.12 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.

Number Description

5 Tax Sharing Agreement by and among Anadarko Petroleum Corporation and Western Gas Partners, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.5 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No.

1 unchanged sentence

7 Form of Commodity Price Swap Agreement (incorporated by reference to Exhibit 10.3 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on May 6, 2010, File No.

Form of Indemnification Agreement by and between Western Midstream Holdings, LLC, its Officers and Directors.

8 Form of Indemnification Agreement by and between Western Midstream Holdings, LLC, its Officers and Directors (incorporated by reference to Exhibit 10.16 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.

9 Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on October 17, 2017, File No.

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20 Second Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of December 31, 2019, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

Number Description

21 364-Day Credit Agreement, dated as of December 19, 2018, among Western Gas Partners, LP, Barclays Bank PLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on December 20, 2018, File No.

1 unchanged sentence

23 Second Amendment to Term Loan Credit Agreement, dated as of December 31, 2019, among Western Midstream Operating, LP, as the Borrower, Barclays Bank PLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

Fourth Amended and Restated Indemnification Agreement, dated March 14, 2016, between Western Gas Holdings, LLC and Western Gas Resources, Inc (incorporated by reference to Exhibit 10.19 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 23, 2017, File No.

First Amendment to Fourth Amended and Restated Indemnification Agreement, dated February 15, 2018, between Western Gas Holdings, LLC and Western Gas Resources, Inc.

(incorporated by reference to Exhibit 10.23 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No.

Omnibus Agreement, by and among, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC and Anadarko Petroleum Corporation, dated as of December 12, 2012 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Western Gas Equity Partners, LP on December 12, 2012, File No.

24 Tax Sharing Agreement by and between Western Gas Equity Partners, LP and Anadarko Petroleum Corporation, dated as of December 12, 2012 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Western Gas Equity Partners, LP on December 12, 2012, File No.

AMH Indemnification Agreement, dated March 3, 2014, between Western Gas Holdings, LLC and APC Midstream Holdings, LLC (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 5, 2014, File No.

KWC Indemnification Agreement, dated March 14, 2016, between Western Gas Holdings, LLC and Kerr-McGee Worldwide Corporation (incorporated by reference to Exhibit 10.21 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 23, 2017, File No.

25 Gas Gathering Agreement effective July 1, 2010 between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP, as amended by Amendment No.

6 unchanged sentences

28 Amendment to Gas Gathering Agreement, dated May 10, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on August 1, 2018, File No.

Amendment to Gas Gathering Agreement effective January 1, 2020, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP.

29 Amendment to Gas Gathering Agreement effective January 1, 2020, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.42 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.

30 Gas Gathering Agreement between Anadarko E&P Onshore LLC and Delaware Basin Midstream, LLC, dated October 8, 2018 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on October 31, 2018, File No.

WGRAH Indemnification Agreement, dated as of February 28, 2019, by and between WGR Asset Holding Company LLC and Western Gas Holdings, LLC (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.

31 First Amendment to 364-Day Credit Agreement, dated as of July 1, 2019, among Western Midstream Operating, LP, as the Borrower, Barclays Bank PLC, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on July 3, 2019, File No.

32 Unit Redemption Agreement by and between Western Midstream Partners, LP and Anadarko Petroleum Corporation, dated as of September 11, 2020 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on September 16, 2020, File No.

1 List of Subsidiaries of Western Midstream Partners, LP.

1 Consent of KPMG LLP - Western Midstream Partners, LP.

Number Description

2 Consent of KPMG LLP - Western Midstream Operating, LP.

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.

1 Certification of Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.

2 Certification of Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.

1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.

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* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_________________________________________________________________________________________

* Filed herewith

8 unchanged sentences

February 26, 2021

/s/ Michael C.

Senior Vice President and Chief Financial Officer

/s/ Michael P.

President, Chief Executive Officer and Chief Financial Officer

Western Midstream Holdings, LLC

2 unchanged sentences

February 26, 2021

/s/ Michael C.

Senior Vice President and Chief Financial Officer

/s/ Michael P.

President, Chief Executive Officer and Chief Financial Officer

Western Midstream Operating GP, LLC

1 unchanged sentence

Each person whose signature appears below constitutes and appoints Michael P.

Ure and Michael C.

Pearl, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Form 10-K, and to file the same, with all, exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each, and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

Ure his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Form 10-K, and to file the same, with all, exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each, and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or the substitute or substitutes of may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 26, 2021.

Title (Position with Western Midstream Holdings, LLC)

/s/ Glenn Vangolen

Signature Title (Position with Western Midstream Holdings, LLC)

/s/ Glenn Vangolen Chairman

Glenn Vangolen

/s/ Michael P.

President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Michael C.

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

Ure President, Chief Executive Officer, Chief Financial Officer and Director

Ure (Principal Executive and Financial Officer)

/s/ Catherine A.

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

/s/ Marcia E.

/s/ Jennifer M.

/s/ Steven D.

/s/ Thomas R.

Green Vice President and Chief Accounting Officer

Green (Principal Accounting Officer)

Bennett Director

Brown Director

/s/ Nicole E.

Clark Director

/s/ Kenneth F.

Owen Director

Schulte Director

Stewart Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures