Western Midstream Partners, LP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures . The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 9A, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of December 31, 2020. Management’s Annual Report on Internal Control Over Financial Reporting . See Management’s Assessment of Internal Control Over Financial Reporting under Part II, Item 8 of this Form 10-K. Attestation Report of the Registered Public Accounting Firm . See Report of Independent Registered Public Accounting Firm under Part II, Item 8 of this Form 10-K . Changes in 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. Item 9B. Other Information None. 164 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance Management of Western Midstream Partners, LP As an MLP, we have no directors or officers. Instead, our general partner manages our operations and activities. The directors of our general partner oversee our operations. Unitholders are not entitled to elect the directors of our general partner or directly or indirectly participate in our management or operations. However, our general partner owes duties to our unitholders as defined and described in our partnership agreement. Our general partner will be liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically nonrecourse to it. Our general partner, therefore, may cause us to incur indebtedness or other obligations that are nonrecourse to it. 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. Kenneth F. Owen and David J. Schulte and Ms. Lisa A. Stewart are independent as described in the rules of the NYSE and the Exchange Act. Board Leadership Structure Occidental owns our general partner and, within the limitations of our partnership agreement and applicable SEC and NYSE rules and regulations, also exercises broad discretion in establishing the governance provisions of our general partner’s limited liability company agreement. Accordingly, our general partner’s board structure is established by Occidental. Although our general partner’s board structure has historically separated the roles of Chairman and Chief Executive Officer (“CEO”), our general partner’s limited liability company agreement and Corporate Governance Guidelines permit the roles of Chairman and CEO to be combined. Those roles may be combined in the future. 165 Table of Contents Directors and Executive Officers The biography of each director below contains information regarding that person’s service as a director, business experience, director positions held currently or at any time during the last five years, and involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused our general partner and its Board of Directors to determine that the person should serve as a director of our general partner. In light of our strategic relationship with our sponsor, Occidental, our general partner considers service as an Occidental executive to be a meaningful qualification for service as a non-independent director of our general partner. The following table sets forth certain information with respect to the directors and executive officers of our general partner as of February 22, 2021. Name Age Position with Western Midstream Holdings, LLC Glenn Vangolen 61 Chairman of the Board Michael P. Ure 44 President, Chief Executive Officer, Chief Financial Officer, and Director Robert W. Bourne 65 Senior Vice President and Chief Commercial Officer Craig W. Collins 48 Senior Vice President and Chief Operating Officer Christopher B. Dial 44 Senior Vice President, General Counsel and Corporate Secretary Catherine A. Green 47 Vice President and Chief Accounting Officer Charles G. Griffie 47 Senior Vice President, Operations and Engineering Peter J. Bennett 53 Director Oscar K. Brown 50 Director Nicole E. Clark 51 Director (effective December 15, 2020) Kenneth F. Owen 47 Director (effective September 11, 2020) David J. Schulte 59 Director (effective September 11, 2020) Lisa A. 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. Officers serve at the discretion of the Board of Directors. There are no family relationships among any of our directors or executive officers. Glenn Vangolen Houston, Texas Director since: August 2019 Not Independent Biography/Qualifications Mr. Vangolen has served as a director of our general partner’s Board of Directors since August 2019. Mr. Vangolen has been Senior Vice President, Business Support of Occidental since February 2015. In this role, Mr. Vangolen oversees the Human Resources and Administration; Information Technology; Flight Operations; Health, Environment, Safety, and Security; Government Relations and Corporate Secretary functions of Occidental. Mr. Vangolen has held positions of increasing responsibility in the oil and gas and corporate segments within Occidental, including senior leadership positions in the Middle East. Michael P. Ure Houston, Texas Director since: August 2019 Not Independent Officer since: August 2019 Biography/Qualifications Mr. Ure has served as President and Chief Executive Officer of our general partner and as a director of our general partner’s Board of Directors since August 2019. Prior to joining WES, Mr. Ure served as Senior Vice President, Business Development of Occidental Oil and Gas beginning in July 2017 and as Vice President, Mergers and Acquisitions of Occidental from October 2014 to July 2017. Mr. Ure held a leadership role in evaluating acquisition and divestiture opportunities including, during his tenure, accountability for Occidental’s business development activities in North and Latin America. Prior to joining Occidental, Mr. Ure served in a leadership role with Shell Exploration and Production’s Upstream Americas Business Development organization and as an investment banker in New York, London, and Houston; most recently with Goldman, Sachs & Co. During his career, Mr. Ure has worked on total closed transactions representing more than $150 billion in value. 166 Table of Contents Robert W. Bourne Houston, Texas Officer since: October 2019 Biography/Qualifications Mr. Bourne has served as Senior Vice President and Chief Commercial Officer of our general partner since October 2019. Prior to joining WES, Mr. Bourne served as a member of the board of directors of Altus Midstream Company from November 2018 to August 2019. Mr. Bourne also served as a member of the board of directors and Vice President of Business Development — Marketing of Apache Corporation from April 2017 to August 2019. Prior to joining Apache Corporation, Mr. Bourne served as a consultant advising Smith Production Inc. Mr. Bourne served as Senior Vice President of Business Development at American Midstream GP LLC, the general partner of American Midstream Partners, LP from November 2014 until December 31, 2015. Mr. Bourne has more than 30 years of experience in midstream corporate business development focused on producer and end-user relations, and was one of the founding members of the executive management team for Coral Energy. Craig W. Collins Houston, Texas Officer since: August 2019 Biography/Qualifications Mr. Collins has served as Senior Vice President and Chief Operating Officer of our general partner since August 2019. Mr. Collins served as Vice President, Midstream of Occidental from June 2019 through December 2019. In that role, Mr. 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 — 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. Collins served as Senior Vice President and Chief Operating Officer of the general partner and the general partner of Western Gas Partners, LP (now WES Operating) (“Western Gas”). Mr. Collins previously served as Director of Midstream Engineering for Anadarko from July 2016 to February 2017, during which time he was responsible for the engineering and construction of midstream infrastructure for Anadarko and Western Gas. Mr. Collins joined Anadarko in 2003 and served in several roles of increasing responsibility in Anadarko’s Treasury, Corporate Development, and Midstream groups. Christopher B. Dial Houston, Texas Officer since: December 2019 Biography/Qualifications Mr. Dial has served as Senior Vice President, General Counsel and Secretary of our general partner since December 2019. Prior to joining WES, Mr. Dial served as Senior Vice President, General Counsel, and Chief Compliance Officer of the general partner of American Midstream Partners, LP from January 2018 to September 2019. Prior to joining American Midstream Partners, LP, Mr. Dial served as General Counsel of Susser Holdings II, L.P. after spending over eight years in a number of roles, most recently as Associate General Counsel and Corporate Secretary, with both Susser Holdings Corporation and Sunoco LP. Mr. Dial began his career as an attorney for Andrews Kurth, LLP, representing clients on a variety of corporate, capital markets, and other transactional matters. Catherine A. Green Houston, Texas Officer since: October 2019 Biography/Qualifications Ms. Green has served as Vice President and Chief Accounting Officer of our general partner since October 2019. Ms. Green joined Anadarko in 2001 and has more than 20 years of accounting and audit experience. During her 18 years at Anadarko, Ms. 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. Prior to joining Anadarko, Ms. Green was an auditor with Grant Thornton LLP in the United Kingdom and Houston. Charles G. Griffie Houston, Texas Officer since: October 2019 Biography/Qualifications Mr. Griffie has served as Senior Vice President, Operations and Engineering since October 2019. Mr. Griffie was named Senior Vice President, U.S. Onshore Field Operations of Anadarko in November 2018. Prior to this role, Mr. Griffie served as Senior Vice President, Midstream and Marketing at Huntley & Huntley Energy Exploration from June 2016 to November 2018. From 2006 through June 2016, Mr. Griffie held various operational leadership positions at Anadarko, including as General Manager U.S. Onshore Business Advisor, Eagleford Operations Manager, Appalachian Basin Midstream Manager, and Director of Midstream Engineering. Mr. Griffie joined Anadarko through its acquisition of Western Gas Resources, Inc. 167 Table of Contents Peter J. Bennett Houston, Texas Director since: August 2019 Not Independent Biography/Qualifications Mr. Bennett has served as a director of our general partner’s Board of Directors since August 2019. Mr. Bennett has served as Senior Vice President, Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, since April 2018 and Vice President of Occidental since December 2016. In this role, Mr. Bennett is responsible for the operations, growth, and optimization strategy for all of Occidental’s Permian Resources business. Mr. Bennett previously served as President and General Manager — Permian Resources, New Mexico Delaware Basin, from January 2017 to April 2018, Chief Transformation Officer from June 2016 to January 2017, Vice President, Portfolio and Optimization of Occidental Oil and Gas from February 2016 to June 2016 and, prior to that, pioneered innovative logistical and operational solutions as Vice President, Operations Portfolio and Integrated Planning of Occidental Oil and Gas from October 2015 to February 2016. Oscar K. Brown Houston, Texas Director since: August 2019 Not Independent Biography/Qualifications Mr. Brown has served as a director of our general partner’s Board of Directors since August 2019. Mr. 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 was responsible for, among other things, Occidental’s global business development functions and global supply chain management. Mr. Brown previously served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018. Prior to joining Occidental in 2016, Mr. Brown worked at Bank of America Merrill Lynch, where he most recently served as managing director and co-head of Americas Energy Investment Banking. Mr. Brown served as Occidental’s designated representative on the board of directors of Plains All American Pipeline’s governing entity, PAA GP Holdings LLC (NYSE: PAA and PAGP) from August 2017 to September 2019. Mr. Brown also serves on the board of Houston’s Alley Theatre, and as a member of that board’s Executive Committee. Nicole E. Clark Houston, Texas Director since: December 2020 Not Independent Biography/Qualifications Ms. Clark has served as a director of our general partner’s Board of Directors since December 2020. Ms. 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. Kenneth F. Owen Houston, Texas Director since: September 2020 Independent Biography/Qualifications Mr. 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. Mr. 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. (NYSE: OILT) and Oiltanking North America (OTNA). Mr. 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. David J. Schulte Kansas City, Missouri Director since: September 2020 Independent Biography/Qualifications Mr. 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. Mr. 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. 168 Table of Contents Lisa A. Stewart Houston, Texas Director since: September 2020 Independent Biography/Qualifications Ms. 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. Ms. 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. Ms. 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. During 2019 under the WES omnibus agreement, we paid an annual general and administrative expense reimbursement of $250,000 and reimbursed Occidental for all insurance coverage expenses it incurred or payments it made on our behalf. Also during 2019, under WES Operating’s partnership agreement and WES Operating’s omnibus agreement, WES Operating reimbursed Occidental for general and administrative expenses allocated to it, as determined by Occidental in its reasonable discretion. On December 31, 2019, the WES and WES Operating omnibus agreements were terminated and replaced with the Services Agreement. Read Part III, Item 13 of this Form 10-K for additional information regarding these agreements. Board Committees The Board of Directors has two standing committees: the Audit Committee and the Special Committee. Audit Committee. The Audit Committee is comprised of three independent directors, Messrs. 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 Ethics and Business Conduct. The Audit Committee held four meetings in 2020. Mr. 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. The Audit Committee has the sole authority to, among other things, (i) retain and terminate our independent registered public accounting firm, (ii) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (iii) establish policies and procedures for the pre-approval of all audit, audit-related, non-audit, and tax services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm has been given unrestricted access to the Audit Committee and to our management, as necessary. 169 Table of Contents Special Committee. The Special Committee is comprised of three independent directors, Messrs. Schulte (Chairman) and Owen and Ms. Stewart. 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 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 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. 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: 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 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. 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, 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. 170 Table of Contents Item 11. Executive Compensation COMPENSATION DISCUSSION AND ANALYSIS 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 Michael P. Ure President, Chief Executive Officer and Chief Financial Officer Michael C. Pearl (1) Former Senior Vice President and Chief Financial Officer Craig W. Collins Senior Vice President and Chief Operating Officer Charles G. Griffie Senior Vice President, Operations and Engineering Robert W. Bourne Senior Vice President and Chief Commercial Officer _________________________________________________________________________________________ (1) Mr. 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. For example: • 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 171 Table of Contents 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. 172 Table of Contents • 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; and • 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. 173 Table of Contents Role of Executive Officers in Executive Compensation. 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. 174 Table of Contents 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. ROA Units (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. TUR Units (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 Leverage TRIR 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. Base Salary. 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 ($) Mr. Ure 650,000 Mr. Pearl 455,000 Mr. Collins 455,000 Mr. Griffie 405,000 Mr. Bourne 405,000 Mr. 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 175 Table of Contents 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: Adjusted EBITDA divided by Average Consolidated Total Assets 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) divided by 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 176 Table of Contents 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 ($) Number of Units (#) Target Value ($) Mr. Ure 3,000,000 93,633 1,500,000 46,817 750,000 46,817 750,000 Mr. Pearl 1,300,000 40,575 650,000 20,288 325,000 20,288 325,000 Mr. Collins 1,300,000 40,575 650,000 20,288 325,000 20,288 325,000 Mr. Griffie 800,000 24,969 400,000 12,485 200,000 12,485 200,000 Mr. 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) Mr. Ure 62,422 1,000,000 Mr. Pearl 24,969 400,000 Mr. Collins 24,969 400,000 Mr. Griffie 15,606 250,000 Mr. 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. 177 Table of Contents 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 Mr. Ure 650,000 100% Mr. Pearl 390,000 86% Mr. Collins 390,000 86% Mr. Griffie 345,000 85% Mr. 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 Performance Targets WCB Program Performance Results Controllable Cash Costs (1) 20% < $860MM $687MM System Availability (2) 20% > 97% 99.1% Discretionary Capital Spend (3) 20% < $780MM $269MM Leverage (4) 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. 178 Table of Contents 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. Name (1) Target Bonus ($) Board Discretionary Assessment of 2020 WCB Program Cash Bonus Awards ($) Mr. Ure 650,000 x 95% = 617,500 Mr. Collins 390,000 x 95% = 370,500 Mr. Griffie 345,000 x 95% = 327,750 Mr. Bourne 330,000 x 95% = 313,500 _________________________________________________________________________________________ (1) Mr. 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 179 Table of Contents 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. Perquisites. 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. 180 Table of Contents 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 Michael P. Ure Peter J. Bennett Oscar K. Brown Nicole E. Clark Kenneth F. Owen David J. Schulte Lisa A. Stewart 181 Table of Contents EXECUTIVE COMPENSATION 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 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 ($) (1) Bonus ($) (2) Stock Awards ($) (3) Non-Equity Incentive Plan Compensation ($) (4) All Other Compensation ($) (5) Total ($) Michael P. 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 — — — — — — Michael C. 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 — — — — — — Craig W. 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 — — — — — — Charles G. 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 — — — — — — Robert W. 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 — — — — — — ________________________________________________________________ (1) For 2020, the amounts reflect each officer’s full base salary expense. For Messers. 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. 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. Upon Mr. 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. 182 Table of Contents (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) Total ($) Michael P. Ure 39,327 3,112 — 42,439 Michael C. Pearl 2,844 — 234,959 237,803 Craig W. Collins 37,500 4,000 — 41,500 Charles G. Griffie 38,231 — — 38,231 Robert W. 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 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. 183 Table of Contents All Other Unit Awards: Number of Units (#) Grant Date Fair Value of Unit Awards ($) (2) Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Name and Award Type Grant Date Board Approval Date Threshold ($) Target ($) Maximum ($) (1) Threshold (#) Target (#) Maximum (#) Michael P. 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 Michael C. Pearl (3) — — — 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 Craig W. 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 Charles G. 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 Robert W. 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. (3) Mr. 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. 184 Table of Contents Outstanding Equity Awards at Year-End 2020 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 $13.82 on December 31, 2020. The table excludes any prior outstanding awards granted under the Occidental LTIP Plan, as per the terms of the December 2019 Services Agreement, the Partnership no longer reimburses Occidental for the expense of these awards that were granted prior to 2020. Unit Awards Equity Incentive Plan Awards Restricted Units (1) Performance Units (2) Number of Units That Have Not Vested (#) Market Value of Units That Have Not Vested ($) Number of Unearned Units That Have Not Vested (#) Market or Payout Value of Unearned Units That Have Not Vested ($) Name Michael P. Ure Time-Based Units 156,055 2,156,680 — — ROA Units — — 67,885 938,171 TUR Units — — 81,930 1,132,273 Michael C. Pearl ROA Units — — 6,818 94,225 TUR Units — — 8,229 113,725 Craig W. Collins Time-Based Units 65,544 905,818 — — ROA Units — — 29,418 406,557 TUR Units — — 35,504 490,665 Charles G. Griffie Time-Based Units 40,575 560,747 — — ROA Units — — 18,104 250,197 TUR Units — — 21,849 301,953 Robert W. Bourne 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. Mr. 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. 185 Table of Contents 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. Unit Awards Name Number of Units Acquired on Vesting (#) (1) Value Realized on Vesting ($) (2) Michael P. Ure 25,779 232,975 Michael C. Pearl 20,950 163,723 Craig W. Collins 10,957 99,018 Charles G. Griffie 6,767 61,159 Robert W. 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. Mr. 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 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 NEOs, are eligible to participate in a tax-qualified defined contribution plan. Nonqualified Deferred Compensation for 2020 WES does not have a nonqualified deferred compensation plan that allows employees the ability to accumulate additional retirement through deferrals of compensation. 186 Table of Contents Potential Payments Upon Termination or Change of Control 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 Occidental Merger constituted a change of control of Anadarko for purposes of these agreements. 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”). The Anadarko COC Plan provided that eligible participants are entitled to certain severance benefits if (i)(A) the participant’s employment is terminated without cause by the participant’s employer or (B) if the participant terminates his or her employment within ninety days following the sale or disposition of the participant’s employer in which the participant was not offered substantially similar employment and compensation terms with the purchaser, in each case, within three years of a change of control or (ii) the participant resigns for good reason within one year following a change of control (all such terminations, a “Qualifying Termination”). Assuming there is a Qualifying Termination, the severance benefits upon termination under the Anadarko COC Plan include the following: • 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”); • A cash lump sum equal to the pro-rata annual bonus based on the participant’s target bonus percentage; and • 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. 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. 187 Table of Contents 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. Mr. Ure Mr. Collins Mr. Griffie Mr. Bourne 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. Mr. Ure Mr. Pearl Mr. Collins Mr. Griffie Mr. Bourne Cash Severance (1) $ 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. Mr. 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. Mr. 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. 188 Table of Contents 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. Mr. 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. Mr. Ure Mr. Collins Mr. Griffie Mr. Bourne Cash Severance (1) $ 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. Mr. 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. (2) Messrs. 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. Disability Mr. Ure Mr. Collins Mr. Griffie Mr. Bourne 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. Death Mr. Ure Mr. Collins Mr. Griffie Mr. Bourne 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. 189 Table of Contents CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, require disclosure regarding the relationship of the annual compensation of our employees and the annual compensation of Mr. Michael P. Ure, our Chief Executive Officer (CEO). 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. Kenneth F. 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 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; • an annual retainer of $2,000 for each member of the Audit Committee, or $22,000 for the Audit Committee chair; • an annual retainer of $2,000 for each member of the Special Committee, or $22,000 for the Special Committee chair; • 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; and • annual grants of phantom units with a value of approximately $125,000. In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or committees and for costs associated with participation in continuing director education programs. Each director is fully indemnified by us, pursuant to individual indemnification agreements and our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law. 190 Table of Contents The following table sets forth information concerning total director compensation earned during 2020 by each non-employee director: Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) (2) Total ($) Kenneth F Owen 40,783 52,931 93,714 David J. Schulte 40,783 52,931 93,714 Lisa A. Stewart 34,696 52,931 87,627 Oscar K. Brown 69,203 54,855 124,058 Thomas R. Hix 165,000 113,299 278,299 Craig W. Stewart 140,000 113,299 253,299 David J. Tudor 167,500 113,299 280,799 Steven D. Arnold 140,000 113,299 253,299 James R. 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 $58,444, valued in accordance with FASB ASC Topic 718. See the table below for phantom units awarded to each non-employee director during 2020. As of December 31, 2020, Messrs. Owen and Schulte and Ms. Stewart each had 7,182 outstanding phantom units; Mr. Brown had 7,803 outstanding phantom units; and Messrs. Hix, Stewart, Tudor, Arnold, and Crane had no outstanding phantom units. The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2020: Name Grant Date Phantom Units (#) (1) Grant Date Fair Value of Stock Awards ($) (2) Kenneth F Owen Sept 23 7,182 52,931 David J. Schulte Sept 23 7,182 52,931 Lisa A. Stewart Sept 23 7,182 52,931 Oscar K. Brown May 14 7,803 54,855 Thomas R. Hix May 14 7,803 54,855 Craig W. Stewart May 14 7,803 54,855 David J. Tudor May 14 7,803 54,855 Steven D. Arnold May 14 7,803 54,855 James R. 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. Mr. 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. 191 Table of Contents Compensation Committee Interlocks and Insider Participation As previously discussed, our general partner’s Board of Directors is not required to maintain, and does not maintain, a compensation committee. Messrs. 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. 192 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the beneficial ownership of our common units held by the following as of February 22, 2021: • each member of the Board of Directors; • each named executive officer of our general partner; • all directors and officers of our general partner as a group; and • Occidental and its affiliates. Name and Address of Beneficial Owner (1) Common Units Beneficially Owned Percentage of Common Units Beneficially Owned Occidental Petroleum Corporation (2) 214,281,578 51.9% Glenn Vangolen — * Michael P. Ure (3) 69,498 * Robert W. Bourne 14,628 * Craig W. Collins 32,760 * Christopher B. Dial 12,879 * Catherine A. Green 5,389 * Charles G. Griffie 16,953 * Peter J. Bennett — * Oscar K. Brown 1,440 * Nicole E. Clark — * Kenneth F. Owen 7,182 * David J. Schulte 11,682 * Lisa A. 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 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. (3) Includes 10,000 common units held in a margin account. However, there are currently no margin borrowings associated with this account. 193 Table of Contents 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 Amount and Nature of Beneficial Ownership Percent of Class Common Units ALPS Advisors, Inc. 1290 Broadway, Suite 1100 Denver, CO 80203 24,153,629 (1) 5.84% Common Units Invesco Ltd. 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309 21,340,971 (2) 5.16% _________________________________________________________________________________________ (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 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) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) Equity compensation plans approved by security holders — — 3,431,251 Equity compensation plans not approved by security holders 1,741,530 (1) — (2) 1,082,437 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. 194 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence As of February 22, 2021, Occidental held (i) 214,281,578 of our common units, representing a 50.8% limited partner interest in us, (ii) through its ownership of the general partner, 9,060,641 general partner units, representing a 2.1% general partner interest in us, and (iii) a 2.0% limited partner interest in WES Operating through its ownership of WGRAH. We control, manage, and operate WES Operating through our ownership of WES Operating GP. We, directly and indirectly through our ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating. The officers of our general partner are also officers of WES Operating GP and our general partner’s officers operate WES Operating’s business. 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 We, WES Operating, and other parties have entered into various agreements with Occidental as discussed below. 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. 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 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 Cost of product 92,884 254,771 168,535 Operation and maintenance 49,533 146,990 115,948 General and administrative (2) 40,295 101,485 49,672 Total operating expenses 182,712 503,246 334,155 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). 195 Table of Contents Consolidated balance sheets December 31, thousands 2020 2019 Assets 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 Liabilities Accounts and imbalance payables 6,664 — Short-term debt (2) — 7,873 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 — (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 — 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). 196 Table of Contents 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 December 31, 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) $ (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). 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. 197 Table of Contents 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. 198 Table of Contents • 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. 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 . 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. 199 Table of Contents Indemnification agreements with directors and officers. Our general partner has 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, 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; and • 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 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. 200 Table of Contents 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 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 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. Our partnership agreement also restricts the remedies available to our unitholders for actions taken by our general partner that, without those limitations, might constitute breaches of fiduciary duties otherwise applicable under state law. See Special Committee under Part III, Item 10 of this Form 10-K. Our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our unitholders if the resolution of the conflict is any of the following: • approved by the Special Committee of our general partner, although our general partner is not obligated to seek such approval; • approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates; • on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or • fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us. Our general partner may, but in most circumstances is not required to, seek the approval of such resolution from the Special Committee of its Board of Directors. In connection with a situation involving a conflict of interest, any determination by our general partner involving the resolution of the conflict of interest must be made in good faith, provided that, if our general partner does not seek approval from the Special Committee and its Board of Directors determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in the partnership agreement, our general partner or the Special Committee may consider any factors that it determines in good faith to be appropriate when resolving a conflict. 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 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. 201 Table of Contents Item 14. Principal Accounting Fees and Services We have engaged KPMG LLP as our and WES Operating’s independent registered public accounting firm. 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 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. Audit-related fees are primarily for certain financial accounting consultations. Audit Committee Approval of Audit and Non-Audit Services The Audit Committee of our general partner has adopted a Pre-Approval Policy with respect to services that may be performed by KPMG LLP. This policy lists specific audit-related services and any other services that KPMG LLP is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional Audit Committee authorization. The Audit Committee receives quarterly reports on the status of expenditures pursuant to that Pre-Approval Policy. The Audit Committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its Chairman, to whom such authority has been conditionally delegated, prior to engagement. 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. 202 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements Our consolidated financial statements are included under Part II, Item 8 of this Form 10-K. For a listing of these statements and accompanying footnotes, see the Index to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. (a)(2) Financial Statement Schedules Financial statement schedules have been omitted because they are not required, not applicable, or the information is included under Part II, Item 8 of this Form 10-K. (a)(3) Exhibits Exhibit Index Exhibit Number Description # 2. 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. 001-35753). 3. 1 Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763). 3. 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. 001-35753). 3. 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. 001-35753). 3. 4 Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763). 3. 5 Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 6 Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 7 Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753). 3. 8 Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). 3. 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. 001-35753). 203 Table of Contents Exhibit Number Description 3. 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. 333-146700). 3. 11 Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 12 Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 13 Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). * 4. 1 Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 4. 2 Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046). 4. 3 Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, 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 May 18, 2011, File No. 001-34046). 4. 4 First Supplemental Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). 4. 5 Form of 5.375% Senior Notes due 2021 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). 4. 6 Fourth Supplemental Indenture, dated as of June 28, 2012, 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 June 28, 2012, File No. 001-34046). 4. 7 Form of 4.000% Senior Notes due 2022 (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 June 28, 2012, File No. 001-34046). 4. 8 Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 9 Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 10 Seventh Supplemental Indenture, dated as of June 4, 2015, 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 June 4, 2015, File No. 001-34046). 4. 11 Form of 3.950% Senior Notes due 2025 (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 June 4, 2015, File No. 001-34046). 4. 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. 001-34046). 204 Table of Contents Exhibit Number Description 4. 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. 001-34046). 4. 14 Ninth Supplemental Indenture, dated as of March 2, 2018, 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 March 2, 2018, File No. 001-34046). 4. 15 Form of 4.500% 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 March 2, 2018, File No. 001-34046). 4. 16 Form of 5.300% 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 March 2, 2018, File No. 001-34046). 4. 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. 001-34046). 4. 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. 001-34046). 4. 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. 001-34046). 4. 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. 001-34046). 4. 21 Form of Floating Rate Senior Notes due 2023 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 22 Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 23 Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 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. 001-34046). 10. 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. 001-35753). 10. 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. 001-35753). ‡ 10. 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 (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. 001-34046). ‡ 10. 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 (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. 001-34046). 205 Table of Contents Exhibit Number Description 10. 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. 001-34046). 10. 6 Anadarko Petroleum Corporation Fixed Rate Note due 2038 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). 10. 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. 001-34046). ‡ 10. 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. 001-34046). ‡ 10. 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. 001-34046). ‡ 10. 10 Form of Award Agreement under the Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to Western Gas Partners, LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed on December 13, 2017, File No. 333-151317). ‡ 10. 11 Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on December 12, 2012, File No. 001-35753). ‡ 10. 12 Form of Award Agreement for independent directors under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Western Gas Equity Partners, LP’s Registration Statement on Form S-8 filed on January 30, 2013, File No. 333-186306). ‡ 10. 13 Western Midstream Partners, LP US Incentive Compensation Program (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). ‡ 10. 14 Form of Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). ‡ 10. 15 Form of Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). ‡ 10. 16 Form of Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). † 10. 17 Amended and Restated Limited Liability Company Agreement of Chipeta Processing LLC effective July 23, 2009 (incorporated by reference to Exhibit 10.4 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on November 12, 2009, File No. 001-34046). 10. 18 Third Amended and Restated Revolving Credit Agreement, dated as of February 15, 2018, among Western Gas Partners, LP, as the Borrower, Wells Fargo Bank National Association, as the administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.21 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No. 001-34046). 10. 19 First Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of December 19, 2018, among Western Gas Partners, LP, as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on December 20, 2018, File No. 001-34046). 10. 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. 001-35753). 206 Table of Contents Exhibit Number Description 10. 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. 001-34046). 10. 22 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. 001-35753). 10. 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. 001-35753). 10. 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. 001-35753). † 10. 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. 1 dated August 4, 2011, Amendment No. 2 dated December 3, 2012, Amendment No. 3 dated November 19, 2013 and Amendment No. 4 dated June 2, 2014 (incorporated by reference to Exhibit 10.23 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 26, 2015, File No. 001-34046). † 10. 26 Amendment to Gas Gathering Agreement effective August 1, 2017, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on July 26, 2017, File No. 001-34046). † 10. 27 Amendment to Gas Gathering Agreement effective January 1, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.29 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No. 001-34046). † 10. 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. 001-34046). † 10. 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. 001-34046). † 10. 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. 001-34046). 10. 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. 001-35753). 10. 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. 001-35753). * 21. 1 List of Subsidiaries of Western Midstream Partners, LP. * 23. 1 Consent of KPMG LLP - Western Midstream Partners, LP. 207 Table of Contents Exhibit Number Description * 23. 2 Consent of KPMG LLP - Western Midstream Operating, LP. * 31. 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. * 31. 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. ** 32. 1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. ** 32. 2 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. * 101. INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) * 101. SCH Inline XBRL Schema Document * 101. CAL Inline XBRL Calculation Linkbase Document * 101. DEF Inline XBRL Definition Linkbase Document * 101. LAB Inline XBRL Label Linkbase Document * 101. PRE Inline XBRL Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) _________________________________________________________________________________________ * Filed herewith ** Furnished herewith # Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. † Portions of this exhibit have been omitted as confidential pursuant to Item 601(b)(10) of Regulation S-K or a request for confidential treatment. ‡ Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15. Item 16. Form 10-K Summary Not applicable. 208 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. WESTERN MIDSTREAM PARTNERS, LP February 26, 2021 /s/ Michael P. Ure Michael P. Ure President, Chief Executive Officer and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) WESTERN MIDSTREAM OPERATING, LP February 26, 2021 /s/ Michael P. Ure Michael P. Ure President, Chief Executive Officer and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) Each person whose signature appears below constitutes and appoints Michael P. 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. 209 Table of Contents 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. Signature Title (Position with Western Midstream Holdings, LLC) /s/ Glenn Vangolen Chairman Glenn Vangolen /s/ Michael P. Ure President, Chief Executive Officer, Chief Financial Officer and Director Michael P. Ure (Principal Executive and Financial Officer) /s/ Catherine A. Green Vice President and Chief Accounting Officer Catherine A. Green (Principal Accounting Officer) /s/ Peter J. Bennett Director Peter J. Bennett /s/ Oscar K. Brown Director Oscar K. Brown /s/ Nicole E. Clark Director Nicole E. Clark /s/ Kenneth F. Owen Director Kenneth F. Owen /s/ David J. Schulte Director David J. Schulte /s/ Lisa A. Stewart Director Lisa A. Stewart 210