What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-26 · 553 added, 490 removed, 865 unchanged (55% of the section changed)

1 unchanged sentence

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.

The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4, “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.

5 unchanged sentences

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.

There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers, and Corporate Governance

8 unchanged sentences

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.

Our general partner’s Board 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 or to establish a compensation committee or a nominating committee.

Our Board has affirmatively determined that Messrs.

Owen and David J.

3 unchanged sentences

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.

Accordingly, our Board structure is established by Occidental.

Although our 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.

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.

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 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.

1 unchanged sentence

Name Age Position with Western Midstream Holdings, LLC

Glenn Vangolen 61 Chairman of the Board

Bennett 54 Chairman of the Board

Ure 45 President, Chief Executive Officer, Chief Financial Officer, and Director

2 unchanged sentences

Christopher B.

Dial 44 Senior Vice President, General Counsel and Corporate Secretary

Green 47 Vice President and Chief Accounting Officer

Griffie 47 Senior Vice President, Operations and Engineering

Bennett 53 Director

Dial 45 Senior Vice President, General Counsel and Secretary

Green 48 Senior Vice President and Chief Accounting Officer

Brown 51 Director

Clark 51 Director (effective December 15, 2020)

Owen 47 Director (effective September 11, 2020)

Schulte 59 Director (effective September 11, 2020)

Stewart 63 Director (effective September 11, 2020)

Clark 52 Director

Forthuber 58 Director (effective December 17, 2021)

Owen 48 Director

Schulte 60 Director

Stewart 64 Director

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.

Officers serve at the discretion of the Board.

There are no family relationships among any of our directors or executive officers.

Glenn Vangolen

Houston, Texas

2 unchanged sentences

Biography/Qualifications

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

Vangolen has been Senior Vice President, Business Support of Occidental since February 2015.

Bennett has served as a member of our Board since August 2019, as Chairman of the Board since December 2021, and as a member of the Board’s Compensation Committee since February 2022.

Bennett currently serves as President, U.S.

Onshore Resources and Carbon Management, Commercial Development at Occidental.

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.

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.

Bennett is responsible for the strategic direction and capital placement for Occidental’s U.S.

Onshore Resources and Carbon Management business.

He also served as Senior Vice President, Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, from April 2018 to April 2020 and as President and General Manager of Permian Resources and the Rockies from April 2020 to October 2020.

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.

Houston, Texas

3 unchanged sentences

Biography/Qualifications

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.

Ure has served as President and Chief Executive Officer of our general partner and as a member of our Board since August 2019.

Prior to joining WES, Mr.

49 unchanged sentences

Biography/Qualifications

Green has served as Vice President and Chief Accounting Officer of our general partner since October 2019.

Green has served as Senior Vice President and Chief Accounting Officer of our general partner since May 2021, and as Vice President and Chief Accounting Officer of our general partner from October 2019 to May 2021.

Green joined Anadarko in 2001 and has more than 25 years of accounting and audit experience.

During her 18 years at Anadarko, Ms.

During her career at Anadarko, Ms.

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

3 unchanged sentences

Houston, Texas

Officer since:

Biography/Qualifications

Griffie has served as Senior Vice President, Operations and Engineering since October 2019.

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.

Griffie joined Anadarko through its acquisition of Western Gas Resources, Inc.

Houston, Texas

Director since:

1 unchanged sentence

Biography/Qualifications

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

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.

Houston, Texas

Director since:

Not Independent

Biography/Qualifications

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

Brown has served as a member of our Board since August 2019, as Chairman of the Board’s ESG Committee since February 2021, and as a member of the Board’s Compensation Committee since February 2022.

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

12 unchanged sentences

Biography/Qualifications

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

Clark has served as a member of our Board since December 2020, as a member of the Board’s ESG Committee since February 2021, and as a member of the Board’s Compensation Committee since February 2022.

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

8 unchanged sentences

Director since:

December 2021

Not Independent

Biography/Qualifications

Forthuber has served as a member of our Board and the Board’s ESG Committee since December 2021.

He currently serves as President of Oxy Energy Services, LLC, a subsidiary of Occidental.

In this role, Mr.

Forthuber has global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas.

In addition, Mr.

Forthuber has global functional responsibility for Health and Safety, and the Occidental Oil and Gas Regulatory and Land functions.

Forthuber has more than 35 years of industry experience in oil and gas operations.

He has held positions of increasing responsibility in engineering and project management since joining Occidental with the acquisition of Altura Energy in 2000.

Most recently, he served as Vice President, Worldwide Operations for Occidental Oil and Gas Corporation.

Prior to joining Occidental, Mr.

Forthuber served in engineering roles for Altura Energy and Exxon.

Houston, Texas

Director since:

September 2020

Biography/Qualifications

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

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

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

Owen also serves as Chairman, Chief Executive Officer and President of South Coast Terminals, one of the largest independent manufacturers of specialty chemicals and lubricant additives in the United States.

Owen previously served as Co-founder, President and Chief Executive Officer of Moda Midstream from 2015 to 2018.

Prior to Moda, Mr.

1 unchanged sentence

OILT) and Oiltanking North America (OTNA).

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

Owen originally joined OTNA in 2011 as Vice President and Chief Financial Officer and led the IPO of Oiltanking Partners.

Before he joined Oiltanking, Mr.

5 unchanged sentences

Biography/Qualifications

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

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

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

Prior to founding CorEnergy, Mr.

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

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

Prior to Tortoise, Mr.

Schulte had professional experience in private equity and investment banking.

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 fund development, and as President of several NYSE listed closed-end funds.

With assets under management of $16 billion when he left to lead CorEnergy, Tortoise had been 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 co-founding Tortoise, Mr.

Schulte had professional experience in private equity, including energy distribution companies, investment banking, and securities law.

Schulte also served on the board of directors and audit committee for Elecsys Corporation from 1995 to 1999, and on the board of directors and audit committee for Inergy, L.P.

from 2001 to 2005.

Houston, Texas

2 unchanged sentences

Biography/Qualifications

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

Stewart has served as a member of our Board, a member of the Board’s Audit Committee and Special Committee since September 2020, and as Chairwoman of the Board’s Compensation Committee since February 2022.

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

7 unchanged sentences

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.

Stewart is currently the Lead Director of Coterra Energy, an NYSE listed energy company focused in the Permian, Mid-Continent and Pennsylvania, and an Independent Director of Jadestone Energy, an AIM-listed public energy company focused on Southeast Asia.

Reimbursement of Expenses of Our General Partner and Its Related Parties

2 unchanged sentences

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.

On December 31, 2019, the WES and WES Operating omnibus agreements were terminated in connection with an amendment and restatement of the Services Agreement.

Most of the administrative and operational services previously provided by Occidental fully transitioned to us by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of 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.

The Board has four standing committees:

the Audit Committee, the Special Committee, the ESG Committee, and the Compensation Committee.

Audit Committee.

4 unchanged sentences

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

The Audit Committee held four meetings in 2020.

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

The Audit Committee held five meetings in 2021.

Owen has been designated by the Board 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 assists the Board 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.

8 unchanged sentences

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.

The Special Committee held seven meetings during 2021.

ESG Committee.

The ESG Committee is comprised of three directors, Messrs.

Brown (Chairman) and Forthuber, and Ms.

The ESG Committee assists the Board in overseeing environmental, social, and governance matters, including those related to sustainability and climate change, that are relevant to the Partnership’s activities and performance, and devoting appropriate attention and effective response to stakeholder concerns regarding such matters.

The ESG Committee held three meetings during 2021.

Compensation Committee.

In February 2022, the Board established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors.

The Compensation Committee is comprised of four directors, Messes.

Stewart (Chairwoman) and Clark, and Messrs.

Bennett and Brown.

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.

At each quarterly meeting of our Board, 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:

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

Unitholders or interested parties may contact the Board, 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.

4 unchanged sentences

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:

7 unchanged sentences

Ure President, Chief Executive Officer and Chief Financial Officer

Former Senior Vice President and Chief Financial Officer

Collins Senior Vice President and Chief Operating Officer

Griffie Senior Vice President, Operations and Engineering

Christopher B.

Dial Senior Vice President, General Counsel and Secretary

Bourne Senior Vice President and Chief Commercial Officer

Former Senior Vice President, Operations and Engineering

________________________________________________________________________________________

Pearl left WES on September 11, 2020.

Griffie left WES effective December 31, 2021.

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.

Subsequent to the Occidental Merger in 2019, WES undertook a strategic shift toward becoming a functionally-independent company based on the recognition that operating our business under a midstream-focused organizational infrastructure, with an independent management team solely dedicated to WES, would position WES to achieve long-term cost efficiencies, increase the quality, safety, and reliability of WES’s service offerings and operate more competitively, thereby promoting the creation of long-term value for WES unitholders.

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

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

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

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

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

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

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

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

The WES organization therefore relied upon and

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

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

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

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

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

• Hired an independent compensation consultant;

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

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

This change in organizational structure remains a significant undertaking that continues to inform 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 2021, our Board took the following key actions related to executive compensation:

• Implemented unit ownership guidelines for all of our officers;

• 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.

• Reviewed our annual cash incentive program and updated the performance metrics to incorporate ESG metrics, expand on our existing safety measures, and include a free cash flow measure;

• Updated the treatment of distribution equivalent rights on our performance unit awards to provide for the accrual of distributions paid during the performance period, with the payment of such rights made in cash at the end of the performance period based on the actual performance of the underlying award, rather than our prior practice of paying distribution equivalent rights in units on a current basis;

• Approved the Western Midstream Partners, LP Executive Severance Plan and the Western Midstream Partners, LP Executive Change in Control Severance Plan;

• Approved the Western Midstream Savings Restoration Plan.

These actions were taken in furtherance of our transition to a standalone midstream company and made to further align our executive compensation program with WES’s overall strategy, provide for the attraction and retention of executive talent, and align executive officer’s interest with those of our long-term unitholders.

2021 Business and Performance Highlights

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

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

• Maintained 99.1% system availability.

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

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

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

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

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

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

• Published our first ESG report.

2021 continued to be a transformative year for WES as it implemented programs and policies to support the transition undertaken in 2020 to become a stand-alone midstream company.

While executing this transition, and despite the continued challenges occasioned by a world-wide pandemic, during the 2021 fiscal year WES:

• Surpassed projected year-end exit-rate throughput for all product lines, driven by increased producer activity levels in the Delaware Basin.

• Maintained strong operational performance, with system availability above 99% for the second consecutive year.

• Generated $1.49 billion in Free Cash Flow, a more than 20% increase over 2020 and representing a roughly $1.45 billion improvement to the $36.7 million generated by the business in 2019.

• Surpassed year-end leverage ratio target of 4.0 times through the retirement of $431.1 million of Senior Notes due 2021 and the repurchase of $500 million of other Senior Notes, achieving a year-end leverage ratio of approximately 3.6 times, or 3.5 times on a net basis.

• Completed a $250 million unit repurchase program by repurchasing 11,207,869 units in 2021 for aggregate consideration of $217.5 million.

• Generated above-forecast 2021 Adjusted EBITDA, despite winter storm Uri, through continued producer outperformance in the Delaware Basis, commercial success in contracting additional third-party volumes, and sustainable cost savings.

• Increased the distribution 5-percent year over year.

• Published our second ESG report and established a board-level ESG Committee.

How We Make Compensation Decisions

1 unchanged sentence

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.

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

Although not required by the NYSE listing standards, in February 2022, we established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors.

Compensation Philosophy.

6 unchanged sentences

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 2021, the Board continued the engagement of Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant to provide advice on various executive compensation matters.

This was the second year our Board was fully responsible for making pay decisions related to our NEOs and our second year to use an independent compensation consultant.

In 2021, Meridian provided guidance on our benchmarking peer group, pay levels, pay mix, severance benefits, and overall executive compensation program design.

The independent executive compensation consultant reports directly to the Board and provides no other material services to us.

Benchmarking Peers.

2 unchanged sentences

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.

After conducting an annual review, there were no changes made to the peer group compared to the peer group used to evaluate 2020 compensation decisions.

The Partnership’s peer group used for conducting the 2021 executive benchmarking assessment is listed below:

10 unchanged sentences

Benchmarking Data.

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

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

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

Role of Executive Officers in Executive Compensation.

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.

Role of Executive Officers in Setting Executive Compensation.

The Board, after reviewing the information provided by Meridian and considering other factors described below, determines, with input from Meridian, 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.

4 unchanged sentences

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.

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

2021 Annual Compensation Program

2 unchanged sentences

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.

Our Board has established an annual target total compensation program designed to support WES’s long-term strategic objectives and be competitive with industry practices.

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

87% for our CEO and 75%, 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.

Specifically, 72% of our CEO’s targeted annual direct compensation and 55%, on average, for our other NEOs’ targeted annual direct compensation is tied directly to WES’s unit performance through their annual long-term incentive awards.

Targeted Annual Direct Compensation

The charts above are based on the following compensation elements, as discussed under Analysis of 2021 Compensation Actions:

base salaries approved in 2021;

target bonus opportunities approved by the Board in 2020;

2021 target bonus opportunities;

and the target value of the 2021 annual long-term incentive awards.

1 unchanged sentence

The direct compensation elements for our 2021 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

3 unchanged sentences

(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.

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

(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.

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

Annual Cash Incentives Cash Controllable Cash Costs

1 unchanged sentence

Discretionary Capital Spend

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

Free Cash Flow

Safety & ESG 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 2021 Compensation Actions

2 unchanged sentences

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

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

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

Name Salary as of

February 23, 2020 ($)

Pearl 455,000

February 23, 2020 ($) Salary as of

February 21, 2021 ($) % Change

Ure 650,000 725,000 11.5 %

Collins 455,000 475,000 4.4 %

Griffie 405,000

— 400,000 N/A

Bourne 405,000 405,000 — %

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

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

Griffie 405,000 405,000 — %

________________________________________________________________________________________

Dial was not an NEO for the year 2020.

Ure’s salary increase was made to bring his salary closer in line with the median of the peer benchmark data for the chief executive officer position.

The salary increase for Mr.

Collins was made based on peer benchmarking data and internal compensation alignment considerations.

Equity-Based Long-term Incentive Awards.

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

Occidental LTIP Plan.

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

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

Our Board did not make changes in 2021 to the overall structure of our 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 is intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention.

While the overall structure of our program did not change in 2021, we did update the treatment of distribution equivalent rights during the vesting period.

The distribution equivalent rights are now paid in cash versus units and the distribution equivalent rights on performance units are now accrued and paid at the end of the performance period, based on actual performance rather than paid on a current basis.

This change was made to increase the overall link of value delivered to company performance.

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

1 unchanged sentence

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.

These units, reflecting 50% of the overall 2021 annual long-term incentive awards, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date.

Upon vesting, the awards are settled in WES units.

Distribution equivalent rights for time-based awards are paid in cash on a current basis during the vesting period.

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

3 unchanged sentences

Consolidated Total

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

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

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

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

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

1 unchanged sentence

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.

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

Distribution equivalent rights for ROA Units made during the performance period are accrued and paid in cash at the end of the performance period based on the actual performance results of the underlying award.

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

The Board established relative TUR as a performance criterion for 25% of the 2021 annual long-term incentive awards.

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

The units vest based on our relative TUR performance 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)

1 unchanged sentence

The industry peer group for our 2021 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.

• Antero Midstream Corporation (1)

• Equitrans Midstream Corporation (1)

• 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

• DCP Midstream LP

• Plains All American Pipeline LP

• EnLink Midstream, LLC

• Targa Resources Corporation (1)

(1) These companies were added to the peer group in 2021 to replace EQM Midstream Partners LP, Enable Midstream Partners LP, and Noble Midstream Partners, all companies that at the time of grant were no longer publicly traded or had announced transactions that would cause them to no longer be publicly traded.

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.

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

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

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

Distribution equivalent rights for TUR Units made during the performance period are accrued and paid in cash at the end of the performance period based on the actual performance of the underlying award.

2021 Equity Awards.

Effective February 18, 2021, the Board approved the following annual long-term incentive awards under the Western Gas Equity Partners, LP 2017 Long-Term Incentive Plan.

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

These awards are included in the

Grants of Plan-Based Awards Table.

The target value of the 2021 annual equity awards granted to the NEOs reflect an increase of approximately 18%, on average, compared to their prior year target value of annual awards.

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)

2 unchanged sentences

Ure 4,000,000 125,945 2,000,000 62,972 1,000,000 62,972 1,000,000

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

Collins 1,500,000 47,229 750,000 23,615 375,000 23,615 375,000

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

Dial 850,000 26,763 425,000 13,382 212,500 13,382 212,500

Bourne 700,000 22,040 350,000 11,020 175,000 11,020 175,000

800,000 25,189 400,000 12,594 200,000 12,594 200,000

(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)

_________________________________________________________________________________________

(1) Target LTI values approved by the Board vary 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.

(2) Per the terms of Mr.

Griffie’s award agreements, upon his departure from WES, he received a prorated portion of these awards.

Performance Ownership Awards .

In addition to the annual awards, in February 2021, the Board approved one-time performance ownership awards to each of the NEOs.

These awards were granted to increase the equity holdings of our executive officers, all who were newly appointed to WES in 2019.

They were granted in the form of TUR Units and ROA Units in order to have the full value delivered directly linked to and contingent upon the Partnership’s performance.

Name Target Value ($) (1)

TUR Units (#) Number of

ROA Units (#)

Ure 1,500,000 47,229 47,229

Pearl 24,969 400,000

Collins 750,000 23,615 23,615

Griffie 15,606 250,000

Dial 425,000 13,382 13,382

Bourne 350,000 11,020 11,020

400,000 12,594 12,594

(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.

_________________________________________________________________________________________

(2) Per the terms of Mr.

Griffie’s award agreements, upon his departure from WES, he received a prorated portion of these awards.

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

Our Board has approved the WES Cash Bonus Program (“WCB Program”) under our US Incentive Compensation Program.

Under the WCB Program, annual cash bonus awards are earned by eligible employees, including our NEOs, taking into account the achievement of specified business objectives and individual performance objectives.

The Board maintains full discretion in determining overall performance under the WCB Program and may adjust bonus payouts based on factors it deems relevant.

In February 2021, individual target bonus dollar values were approved by the Board for each of our NEOs as noted in the table below.

2020 Target Bonus 2021 Target Bonus

Name $ % of Salary $ % of Salary

Ure 650,000 100% 833,750 115%

Pearl 390,000 86%

Collins 390,000 86% 475,000 100%

Griffie 345,000 85%

— — 275,000 69%

Bourne 330,000 81% 330,000 81%

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

Griffie 345,000 85% 345,000 85%

_________________________________________________________________________________________

Dial was not an NEO for the year 2020.

Changes to target bonuses for 2021 were determined based on a review of our peer benchmarking data and internal pay equity considerations.

Performance Metrics.

1 unchanged sentence

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.

The overall design of the 2021 WCB Program is similar to the 2020 WCB Program, but with adjustments to incorporate quantitative ESG metrics into the Program (Total Volumetric Spill Rate and Social Engagement) and expand our safety component to include DART in addition to TRIR.

Free cash flow was also added to the 2021 WCB Program to incorporate a measure related to the cash available for the quarterly distributions to our unitholders.

The table below reflects the Partnership’s 2021 performance metrics, performance targets and performance under these metrics.

Performance Metric Relative Weighting Factor WCB Program

1 unchanged sentence

Controllable Cash Costs 25%

O&M Expense as a % of Adjusted gross

margin (16.75%) (2)

Controllable Cash G&A (8.25%) (3)

$123MM $120.5MM

1 unchanged sentence

15% > 99% 99.2%

Discretionary Capital Spend (3)

Discretionary Growth Capital Spend (5)

15% < $280MM $192MM

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

Leverage Ratio (6)

15% 3.8x 3.4x

Free cash flow (7)

15% $1,200MM $1,626.4MM

Safety & ESG 15%

TRIR (9%) (8)

DART (3%) (9)

TVSR (1.5%) (10)

Social Engagement (1.5%) (11)

50% Employee Volunteer Participation 62.2%

Participation

_________________________________________________________________________________________

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

(1) These performance results reflect the Board’s discretion to adjust for specific unplanned items including, but not limited to, the impact of winter storm Uri, unbudgeted growth capital spend to support unplanned producer development, the effect of COVID-related recordable incidents on our safety results, and certain other unplanned expenses.

(2) O&M Expense as a % of Adjusted gross margin performance results reflect the Board’s discretionary adjustment to exclude the impact of winter storm Uri and certain other unplanned expenses.

The adjustments increased Adjusted gross margin (as defined in Key Performance Metrics under Part II, Item 7 of this Form 10-K) by $5.8 million.

(3) Controllable Cash General and Administrative expenses (“G&A”), excludes restricted stock unit, bonus and benefits expense.

(4) 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.

1 unchanged sentence

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:

(5) Discretionary Growth Capital Spend represents accrual-based capital expenditures, including expenditures related to equity investments, and excludes maintenance capital expenditures (as defined in WES’s financial statements), capitalized interest, and capital expenditures associated with the 25% third-party interest in Chipeta.

(6) Leverage is calculated as the December 31, 2021, as principal debt outstanding divided by the trailing 12-months Adjusted EBITDA.

Performance results reflect the Board’s discretion to exclude the impact of certain unplanned items on controllable cash costs and unbudgeted growth capital spend.

These adjustments increased Adjusted EBITDA (as defined in Key Performance Metrics under Part II, Item 7 of this Form 10-K) by $48.9 million.

(7) Free cash flow performance results reflect the Board’s discretion to exclude expenses related to unbudgeted growth capital spend and certain unplanned items impacting controllable cash costs.

These adjustments increased Free cash flow (as defined in Key Performance Metrics under Part II, Item 7 of this Form 10-K) by $136.3 million.

(8) Total Recordable Incident Rate (“TRIR”) includes injuries or illnesses that result in any of the following:

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

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

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

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

Commodity prices fell and many producers forecasted significant production curtailments.

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

In March 2020, Mr.

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

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

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

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

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

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

Further, while recognizing that Mr.

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

(9) DART refers to Days Away, Restricted, or Transferred.

(10) Total Volumetric Spill Rate (“TVSR”) includes MSCF released plus BBL spilled/Total Operated BOE.

(11) Social Engagement includes employee volunteer participation through a WES coordinated event focused on local nonprofit organizations or individual volunteer time through a registered 501(c)3.

2021 WCB Program Performance Assessment.

In assessing the company’s performance under the WCB Program, the Board considered our performance against the pre-established targets for the year, as disclosed above, taking into consideration the impact of certain unplanned items, including, the impact of reportable COVID cases on our TRIR results, the impact of unbudgeted growth capital expenditures incurred during the year to support unplanned producer development and the financial impacts of winter storm Uri.

After reviewing these specific quantifiable items, the Board determined it was appropriate to exercise its discretion and exclude their impact from the overall program results.

After adjusting for these unplanned items and in recognition of the overall exceptional financial and operational performance, the Board approved a payout of 168% under the 2021 WCB Program.

The Board believes this to be a measured and appropriate response to recognize WES’s collective performance in 2021 and is consistent with our compensation philosophy of rewarding absolute and relative performance and is aligned with the interest of unitholders by fostering the retention, motivation and engagement of employees.

Actual Bonuses Earned for 2021.

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

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

The cash bonus awards for 2021 for our NEOs are shown in the table below and are reflected in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.

Bonus ($) Board Assessment of 2021 WCB Program Cash Bonus

Ure 833,750 x 168% = 1,400,700

Collins 475,000 x 168% = 798,000

Griffie 345,000 x 95% = 327,750

Dial 275,000 x 168% = 462,000

Bourne 330,000 x 168% = 554,400

_________________________________________________________________________________________

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.

Griffie 345,000 x 168% = 579,600

Indirect Compensation Elements

8 unchanged sentences

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

• In the event of a Change in Control, promotes management independence and helps retain, stabilize, and focus the executives

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.

All of our employees, including our NEOs, are eligible to participate in the Western Midstream Savings Plan, a tax-qualified savings plan maintained by WES.

In November 2021, our Board approved the Western Midstream Savings Restoration Plan, which is a non-qualified deferred compensation plan implemented to provide for the 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.

Prior to the implementation of the Savings Restoration Plan, the Board approved a one-time cash payment in 2021 to employees, including our NEOs, in the amount of employer contributions that would have been allocated to their savings plan account for their 2020 eligible earnings, 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.

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 those prior benefits.

Other Benefits.

2 unchanged sentences

based employees.

As legacy Anadarko management employees, Messrs.

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

This plan was eliminated for 2021.

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

3 unchanged sentences

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.

In August 2021, our Board approved the Western Midstream Partners, LP Executive Severance Plan (the “ESP”) and the Western Midstream Partners, LP Executive Change in Control Severance Plan (the “CIC Plan”).

Executive Severance Plan.

The ESP provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason.” Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits:

• An amount equal to 2.0 times the sum of base salary and annual target bonus for the CEO and 1.5 times base salary and annual target bonus for the other NEOs;

• A prorated annual bonus for the year of termination, with payout based on actual performance;

• Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination;

• Prorated vesting of any unvested long-term incentive awards, including time-based and performance-based awards, with prorated performance awards based on actual performance under the original award agreement and paid at the end of the performance period;

• Outplacement services for up to nine months;

• Any accrued, but unused as of the date of the termination, vacation pay;

Executive Change In Control Severance Plan .

The CIC Plan provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason” on or after the date 180 days prior to the consummation of a Change in Control and within two years after the consummation of the Change in Control (“Protection Period”).

Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits:

• An amount equal to 2.99 times the sum of base salary and annual target bonus for the CEO and 2.0 times base salary and annual target bonus for the other NEOs;

• A prorated bonus for the year of termination, determined based on the greater of target performance and actual performance;

• Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination;

• Full vesting of any unvested long-term incentive awards, including time-based and performance-based awards, with performance-based awards vesting at the greater of target and actual performance;

• Outplacement services for up to nine months;

• Any accrued, but unused as of the date of the termination, vacation pay;

The ESP and CIC Plan became effective in August 2021, however, because we are still within the two-year change of control period triggered from the Occidental Merger until August 8, 2022, in certain termination scenarios an NEO may be eligible for severance benefits related to the legacy Anadarko Petroleum Corporation Amended and Restated Change of Control Severance Plan (“Anadarko COC Plan”).

In the event an NEO triggers a severance benefit under both the Anadarko COC Plan and the ESP, they will receive the benefit under the plan that provides the greater benefits, in the aggregate.

Under no circumstances, will an NEO receive duplicate severance benefits.

A detailed discussion of the benefits under the new plans and any legacy programs is included in the Potential Payments Upon Termination or Change of Control section below, including a discussion of the ESP benefits payable to Mr.

Griffie upon his departure from the Partnership on December 31, 2021.

Additional Compensation Policies and Provisions

1 unchanged sentence

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.

WES maintains the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan, the Western Gas Partners, LP 2017 Long-Term Incentive Plan and the Western Midstream Partners, LP 2021 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.

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

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

Equity Ownership Guidelines.

In February 2021, in order to align the interests of executives and unitholders, the Board approved executive equity ownership guidelines as noted below.

Executives are expected to comply with these guidelines within five years of the date the individual is first elected to the office.

An officer who does not meet the minimum ownership guideline may not sell any Western Midstream units until he or she meets the guideline and would continue to meet the guideline following any such sale.

In determining equity ownership levels, we include an executive’s direct unit holdings (including units held in a living trust or by a family partnership or corporation controlled by the executive, unless the executive expressly disclaims beneficial ownership of such units) and long-term incentive awards, including time-based restricted unit awards and vested performance unit awards.

Unvested performance unit awards do not count towards the ownership guidelines.

Position Multiple of Base Salary

Chief Executive Officer 6

Other Senior Vice Presidents 3

Vice Presidents 1

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.

Per the terms of our 2021 long-term incentive awards which were granted under the Western Gas Equity Partners, LP 2017 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 Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Prohibition Against Derivative Transactions and Hedging.

5 unchanged sentences

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.

Although we formed a Compensation Committee in February 2022, the Committee was not engaged in the 2021 compensation process.

During 2021, neither we nor our general partner had a compensation committee.

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

The Board of Directors of Western Midstream Holdings, LLC:

Glenn Vangolen

EXECUTIVE COMPENSATION

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

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.

4 unchanged sentences

The following table summarizes the compensation amounts expensed by us for our NEOs for the years ended December 31, 2021, 2020, and 2019.

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.

For 2019, the amounts reflect the portion of the compensation for our NEOs that was allocated to us by Anadarko and Occidental in accordance with the omnibus agreement.

Name and Principal Position Year Salary

3 unchanged sentences

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

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 — — — — — —

Collins 2021 471,923 237,025 2,575,436 560,975 204,045 4,049,404

1 unchanged sentence

Chief Operating Officer 2019 138,462 — 500,049 168,000 25,826 832,337

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 — — — — — —

Christopher B.

2021 388,462 137,225 1,459,424 324,775 100,514 2,410,400

Senior Vice President,

General Counsel and Secretary

Bourne 2021 405,000 164,670 1,201,841 389,730 181,082 2,342,323

1 unchanged sentence

Chief Commercial Officer 2019 136,500 — 1,250,029 154,932 10,680 1,552,141

Griffie 2021 405,000 172,155 1,373,517 407,445 1,407,969 3,766,086

Former Senior Vice President, 2020 401,154 327,750 1,085,394 — 38,231 1,852,529

Operations and Engineering 2019 73,077 — 208,008 70,154 18,360 369,599

________________________________________________________________

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

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

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

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

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

(1) For 2021 and 2020, the amounts reflect each officer’s full base salary expense.

The 2019 amounts reflect the base salary expense allocated to us by Anadarko and Occidental in accordance with the omnibus agreement.

(2) For 2021, this column reflects the portion of the annual cash bonus awards that is attributed to the Board’s exercise of its discretion in assessing our performance results under the WCB Program for the year ended December 31, 2021, as discussed in the Compensation Discussion and Analysis .

For 2020, this column reflects annual cash bonus awards under the WCB Program for the year ended December 31, 2020.

(3) For 2021 and 2020, this column reflects the aggregate grant date fair value of time-based units, ROA Units, and TUR Units, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures).

The grant date fair value of the time-based units and ROA units equals the number of units granted multiplied by the WES closing unit price on the grant date.

The grant date fair value of the TUR units is calculated based on a Monte-Carlo valuation on the grant date.

The maximum values, assuming a 200% payout, of the 2021 ROA unit awards as of the grant date for Messrs.

Ure, Collins, Dial, Bourne, and Griffie were approximately $3.5 million, $1.5 million, $0.85 million, $0.70 million, and $0.80 million, respectively.

The maximum values, assuming a 200% payout, of the 2021 TUR unit awards as of the grant date for Messrs.

Ure, Collins, Dial, Bourne, and Griffie were approximately $5.0 million, $2.2 million, $1.2 million, $1.0 million, and $1.1 million, respectively.

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.

The 2021 and 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 in accordance with the omnibus agreement.

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.

For information regarding the awards granted in 2021, see the Grants of Plan-Based Awards in 2021 table.

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

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

(4) For 2021, this column reflects the portion of the annual cash bonus awards calculated based on our unadjusted performance results, pursuant to the 2021 WCB Program.

For 2019, the amounts reflect annual cash bonus compensation allocated to us for the year ended December 31, 2019 under the Anadarko and Occidental plans.

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

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

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

The 2021 amounts are detailed in the table below:

Name Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($) Financial/Tax/Estate Planning ($) Other ($) (i) (ii)

Ure 199,644 3,112 141,851 344,607

Pearl 2,844 — 234,959 237,803

Collins 126,363 4,000 73,682 204,045

Griffie 38,231 — — 38,231

Christopher B.

Dial 86,305 3,134 11,075 100,514

Bourne 122,145 1,775 57,162 181,082

Griffie 124,568 4,000 1,279,401 1,407,969

________________________________________________________________

(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.

(i) For Messrs.

Ure, Collins, Dial, and Bourne, the amounts reflect the one-time cash payments made by the Partnership in 2021 in the amount that would have been allocated to their savings plan account for their 2020 eligible earnings, without regard to the IRC limitations.

Ure’s amount includes less than $500 in company-related spousal travel expense.

Griffie, the amount includes his one-time cash payment, as described in the above footnote, of $130,841;

benefits payable under the Executive Severance Plan in the amount of $1,125,000;

and the payout upon his termination of his accrued but unused paid time off balance of $23,560.

Dial was not an NEO for the years ended December 31, 2020 and 2019.

Grants of Plan-Based Awards in 2021

4 unchanged sentences

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.

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

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.

Officers may earn between 0% and 200% of the target awards based on WES’s performance and continued service over a three-year performance period ending December 31, 2023.

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.

The awards include tandem distribution equivalent rights accrued and paid in cash at the end of the performance period based on actual performance.

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.

Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years, beginning on February 12, 2022.

The awards include tandem distribution equivalent rights paid in cash on a current basis.

Number of Units

(#) Grant Date

of Unit Awards

Estimated Future Payouts

2 unchanged sentences

Equity Incentive Plan Awards

Award Type Grant Date Board Approval Date Threshold

Award Type Grant Date Threshold

Ure — — 833,750 — — — — — —

2 unchanged sentences

TUR Units 02/18/2021 — — — 27,550 110,201 220,402 — 2,509,277

— — — 390,000 — — — — — —

Collins — — 475,000 — — — — — —

Time-Based Units 02/18/2021 — — — — — — 47,229 749,997

1 unchanged sentence

TUR Units 02/18/2021 — — — 11,808 47,230 94,460 — 1,075,427

Collins — — — 390,000 — — — — — —

Christopher B.

Dial — — 275,000 — — — — — —

Time-Based Units 02/18/2021 — — — — — — 26,763 424,996

1 unchanged sentence

TUR Units 02/18/2021 — — — 6,691 26,764 53,528 — 609,416

Griffie — — — 345,000 — — — — — —

Bourne — — 330,000 — — — — — —

Time-Based Units 02/18/2021 — — — — — — 22,040 349,995

1 unchanged sentence

TUR Units 02/18/2021 — — — 5,510 22,040 44,080 — 501,851

Bourne — — — 330,000 — — — — — —

Griffie — — 345,000 — — — — — —

Time-Based Units 02/18/2021 — — — — — — 25,189 400,001

2 unchanged sentences

_________________________________________________________________________________________

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

(1) The non-equity incentive plan has a maximum overall funding of 200% of the aggregate target payout for all participants, 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 2021 computed in accordance with FASB ASC Topic 718.

1 unchanged sentence

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

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

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

Outstanding Equity Awards at Year-End 2021

14 unchanged sentences

TUR Units — — 207,977 4,631,648

Time-Based Units 90,925 2,024,900 — —

ROA Units — — 99,345 2,212,413

TUR Units — — 89,470 1,992,497

Christopher B.

Time-Based Units 49,651 1,105,728 — —

8 unchanged sentences

_________________________________________________________________________________________

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

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

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

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

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

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

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

(1) The table below shows the vesting dates for the respective time-based units listed in the above Outstanding Equity Awards at Year-End 2021 Table:

Vesting Date Mr.

02/12/2022 94,000 37,591 20,365 19,830

02/12/2023 93,999 37,591 20,365 19,832

02/12/2024 41,982 15,743 8,921 7,347

(2) The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2021 Table.

The number of outstanding ROA Units for each award is calculated based on WES’s return on assets performance as of December 31, 2021, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period.

WES’s performance to date as of December 31, 2021 under the ROA awards with a performance period ending December 31, 2022 was 146.3% and 147.5% for the awards with a performance period ending December 31, 2023.

Performance Period Mr.

1/1/2020 to 12/31/2022 68,493 29,681 13,698 15,982 12,166

1/1/2021 to 12/31/2023 162,546 69,664 39,477 32,509 12,350

(3) The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2021 Table.

The number of outstanding TUR Units for each award is calculated based on WES’s relative total unit return performance ranking as of December 31, 2021, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period.

WES’s performance to date as of December 31, 2021 under the TUR awards with a performance period ending December 31, 2022 was 150% and 125% for the awards with a performance period ending December 31, 2023.

Performance Period Mr.

1/1/2020 to 12/31/2022 70,226 30,432 14,045 16,386 12,474

1/1/2021 to 12/31/2023 137,751 59,038 33,455 27,550 10,466

Option Exercises and Units Vested in 2021

5 unchanged sentences

Ure 65,637 1,126,164

Pearl 20,950 163,723

Collins 27,647 474,561

Griffie 6,767 61,159

Christopher B.

Dial 14,322 245,416

Bourne 15,713 269,482

Griffie 36,427 723,884

_________________________________________________________________________________________

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

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

(1) The number of units acquired on vesting includes the time-based units that vested in 2021 and the distribution equivalent rights that, per the terms of the underlying 2020 award agreements, were settled in common units on the date of the distribution payments.

(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.

The actual value ultimately realized by the officer, may be more or less than the value 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 2021

3 unchanged sentences

Nonqualified Deferred Compensation for 2021

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

Due to IRC limitations that restrict the amount of benefits payable under the tax-qualified 401(k) Plan, in November 2021, our Board approved the Western Midstream Savings Restoration Plan.

The Savings Restoration Plan provides a benefit equal to the excess, if any, of the Partnership matching contributions that would have been allocated to a participant’s 401(k) Plan account each year without regard to IRC limitations.

Eligible compensation includes base salary earnings and annual WCB payments.

Participants may direct contributions into investment options that mirror those provided under the Partnership’s 401(k) Plan.

In general, deferred amounts are distributed to the participant in lump sum upon separation from service.

Name Executive Contributions in 2021

Company Contributions in 2021 (1)

Aggregate Earnings / Losses in 2021

Aggregate Withdrawal / Distributions in 2021

Aggregate Balance at End of 2021

Ure $ — $ 161,144 $ — $ — $ 161,144

Collins — 87,863 — — 87,863

Christopher B.

Dial — 47,805 — — 47,805

Bourne — 83,645 — — 83,645

Griffie — 89,768 — — 89,768

_________________________________________________________________________________________

(1) Reflects contributions earned for fiscal year 2021, although not credited to participant accounts until 2022.

These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2021.

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;

• 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.

As of December 31, 2021, all of our NEOs were eligible for severance benefits under the ESP and CIC Plan that were approved by our Board in August 2021 (discussed in detail in the CD&A Severance section).

In addition to these Plans, Messrs.

Ure, Collins, Bourne and Dial remain eligible for certain benefits under the legacy Anadarko Petroleum Corporation Amended and Restated Change of Control Severance Plan (“Anadarko COC Plan”) until this plan expires on August 8, 2022 (the end of the two-year change of control period triggered by the Occidental Merger).

Pursuant to our current 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 disclosed amounts.

Griffie’s departure from the Partnership on December 31, 2021, he received the following benefits under the ESP:

cash severance of $1,125,000, payable in lump sum;

an annual bonus for 2021 in the amount of $579,600, paid at the same time as other executives;

up to two years of continued health and welfare benefits at the employee rates, valued at $41,702;

and he is eligible for the reimbursement of up to nine months of outplacement services.

Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $1,487,146.

This value reflects the prorated time-based units that vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2021.

The performance units will be paid after the end of the performance period based on actual performance.

Griffie will also be paid his previously earned and vested balance in the Savings Restoration Plan of $89,768.

Griffie entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure.

The Release Agreement also includes a release of claims, confidentiality, cooperation, non-solicitation, non-competition, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months.

The following tables reflect potential payments to our NEOs under existing plans and award agreements for various scenarios involving a change of control or termination of employment of each NEO, assuming a termination date of December 31, 2021 and, where applicable, using the closing price of our common unit of $22.27 (as reported on the NYSE as of December 31, 2021).

In addition to the reported amounts, following a separation from service, NEOs would also receive any previously earned but not paid benefits under our Savings Restoration Plan, as disclosed in the Nonqualified Deferred Compensation for 2021 Table.

Involuntary For Cause.

For “cause” is generally defined as:

For “cause” for purposes of the ESP and CIC Plan 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.

2 unchanged sentences

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;

As of December 31, 2021, the NEOs below were eligible for severance benefits under both the ESP and 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 Anadarko COC Plan, which is August 8, 2022.

The original Anadarko COC Plan 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.

If an NEO is eligible for severance benefits under the ESP and Anadarko COC Plan, they will receive the benefit under the plan that provides the greater benefits, in the aggregate.

Under no circumstances, shall an NEO receive duplicate severance benefits.

Cash Severance (1)

4 unchanged sentences

6,125,679 2,582,263 1,351,112 1,314,016

Other Payments (4)

— 167,146 — — —

Total $ 11,210,829 $ 5,603,263 $ 3,350,112 $ 3,562,816

_________________________________________________________________________________________

(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.

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

(2) The amounts for Messrs.

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

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

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

(1) Reflects amounts payable in lump under the double-trigger broad-based rights extended to them under the Anadarko COC Plan.

(2) The amounts reflect a prorated annual bonus based on their target for the year, assuming each NEO’s employment terminated on December 31, 2021, pursuant to the rights extended to them under the Anadarko COC Plan.

(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, 2021.

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

(4) In conjunction with Mr.

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

Change of Control:

Involuntary Termination or Voluntary For Good Reason.

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

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

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

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

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

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

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

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

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

Good Reason Termination Under the ESP.

As of December 31, 2021, the NEOs below were eligible for severance benefits in the event of a good reason termination under the ESP.

Good Reason for purposes of the ESP is generally defined as the occurrence of any of the following conditions:

materially and adversely diminished duties and responsibilities;

a material reduction in base salary or base salary plus annual target bonus, unless such reduction is applied generally and consistently to the Partnership’s executives;

or a material change in work location.

Cash Severance (1)

2 unchanged sentences

1,400,700 798,000 462,000 554,400

Accelerated Vesting of WES Equity Awards (3)

Pro-Rata Vesting of WES Equity Awards (3)

Continuation of Welfare Benefits (4)

59,866 42,008 14,530 44,852

1 unchanged sentence

_________________________________________________________________________________________

(1) The amounts for Messrs.

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

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

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

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

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

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

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

(1) The cash severance is payable in lump sum, pursuant to the terms of the ESP.

Ure’s value reflects 2.0 times the sum of his current base salary plus target bonus.

The values for Messrs.

Collins, Dial, and Bourne reflect 1.5 times the sum of their current base salary plus target bonus.

(2) Pursuant to the terms of the ESP, the values reflect a prorated annual bonus, assuming each NEO’s employment terminated on December 31, 2021.

(3) The current outstanding award agreements do not include a vesting provision for a good reason termination outside of a change of control.

(4) The amounts reflect the continuation of welfare benefits for two years at employee rates.

The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation.

Change of Control:

Involuntary Termination or Voluntary For Good Reason.

The following table reflects benefits payable to the NEOs in the event of (i) a change of control of WES and (ii) a subsequent qualifying termination event.

Unless otherwise noted, benefits are payable pursuant to the CIC Plan.

Under the CIC Plan, a change in control is deemed to have occurred in the event that:

(i) any person or group other than the Partnership or Occidental (or affiliate) acquires more than 50% of the equity interests in the General Partner;

(ii) the Partnership is subject to a plan of liquidation;

(iii) the sale, transfer or other disposition of all or substantially all of the Partnership’s assets;

(iv) certain changes are made to the composition of the Partnership’s Board of Directors;

(v) the completion of a business combination transaction in which, after giving effect to such transaction, neither the Partnership, Occidental, nor its affiliates meet certain ownership thresholds;

(vi) the General Partner is removed or the General Partner (or its affiliate) ceases to be the sole general partner of the Partnership;

or the Partnership is taken private in a transaction in which its common equity securities cease to be listed on a national securities exchange.

Under the CIC Plan, Good Reason is generally defined as the occurrence of any of the following conditions without the participant’s consent:

(i) diminution of duties and responsibilities;

(ii) material reduction in compensation;

(iii) change in work location of more than 50 miles;

or (iv) in connection with a Change in Control, the failure by the acquiror to assume the Plan.

Certain notice and cure conditions, as defined in the CIC Plan, apply in order for a termination for Good Reason to be effective.

Equity awards granted prior to the CIC Plan effective date are subject to the definitions in the applicable award agreements.

Per the terms of those award agreements, a change of control is generally 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 equity interests in the General Partner;

(ii) of a complete liquidation of the Partnership;

(iii) the sale or disposition of all or substantially all of the Partnership’s assets to any person other than an affiliate;

or (iv) the General Partner (or affiliate) ceases to be the general partner of the Partnership and a single person or group other than the Partnership or Occidental (or affiliate) beneficially owns more than 50% of the general partner of the Partnership.

The WES equity award agreements include “good reason” as a qualifying termination event, with “good reason” generally defined as any one of the following occurrences within two years of a change of control:

(i) a diminution of duties and responsibilities;

(ii) a material reduction in compensation;

(iii) a material change in work location, as defined in the applicable agreement;

or (iv) a requirement to travel for business to a substantially greater extent, with all occurrences compared to agreements in place immediately prior to the change of control.

Cash Severance (1)

$ 4,660,663 $ 1,900,000 $ 1,350,000 $ 1,470,000

Pro-Rata Annual Cash Bonus (2)

1,400,700 798,000 462,000 554,400

Accelerated Vesting of WES Equity Awards (3)

14,898,564 6,229,810 3,347,760 3,105,240

Continuation of Welfare Benefits (4)

59,866 42,008 14,530 44,852

Total $ 21,019,793 $ 8,969,818 $ 5,174,290 $ 5,174,492

_________________________________________________________________________________________

(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.

(1) Reflects amounts payable in lump sum under the CIC Plan.

Ure’s value is calculated as 2.99 times his base salary plus target bonus.

The values for Messrs.

Collins, Dial, and Bourne are calculated as 2.0 time their base salary plus target bonus.

(2) Per the terms of the CIC Plan, the NEOs are eligible for a prorated bonus for the year of termination, based on the greater of target performance and actual performance.

The amounts reflect their actual bonuses awarded for 2021, as disclosed in the Summary Compensation Table.

(3) The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2021.

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

(4) The amounts reflect the continuation of welfare benefits for two years at employee rates.

The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation.

Death or Termination due to Disability

Accelerated Vesting of WES Equity Awards (1)

2 unchanged sentences

______________________________________________________________________________________

(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.

(1) The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2021.

In the event of death or termination due to disability, the performance units would be paid after the end of the performance period, based on actual performance.

CEO Pay Ratio

1 unchanged sentence

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.

As discussed in the Human Capital Resources section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K, as of December 31, 2021, we had 1,127 employees.

In accordance with Item 402(u) of Regulation S-K, we are using the same median employee that was identified for purposes of our 2020 disclosure contained in our 2020 Form 10-K as there has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure.

We identified the median employee for 2020 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.

We calculated annual total compensation for the median employee using the same methodology used for our NEOs as set forth in the above 2021 Summary Compensation Table.

The pay ratio provided has been calculated as the total 2021 annual compensation for Mr.

2 unchanged sentences

Director Compensation

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

Owen, David J.

Schulte, and Lisa A.

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

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

Arnold, Marcia E.

Backus, James R.

Crane, Thomas R.

Hix, Craig W.

Stewart, and David J.

Tudor left the Board.

Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on our 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.

During 2021, the non-employee directors of our general partner received compensation for their Board service pursuant to a director compensation plan approved by the Board.

To assist in the 2021 annual review of director compensation, the Board directly retained Meridian to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program.

The only change made to the program in 2021 was the elimination of an additional $2,000 meeting fee for each Board and committee meeting attended by the non-employee director in excess of 10 total Board and committee meetings in one calendar year.

Compensation for non-employee directors during 2021 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;

• 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.

• an annual retainer of $2,000 for each member of a committee of the Board, or $22,000 for the chair of such committee;

• an annual grant of phantom units with a grant date fair 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 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.

Equity Ownership Guidelines.

Non-employee directors of the General Partner are required to hold common units, phantom units, or related grants of such securities under the Partnership’s long-term incentive plans which have an aggregate value equivalent to three times the annual Board cash retainer.

Directors have five years from the date of their initial election to the Board to comply with this requirement.

The following table sets forth information concerning total director compensation earned during 2021 by each non-employee director:

Name Fees Earned or Paid in Cash

Brown 129,067 125,007 254,074

Kenneth F Owen 134,000 125,007 259,007

1 unchanged sentence

Stewart 114,000 125,007 239,007

Brown 69,203 54,855 124,058

Hix 165,000 113,299 278,299

Stewart 140,000 113,299 253,299

Tudor 167,500 113,299 280,799

Arnold 140,000 113,299 253,299

Crane 140,000 113,299 253,299

________________________________________________________________________________________

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

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

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

Upon the September 11, 2020 departure of Messrs.

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

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

(1) The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2021, computed in accordance with FASB ASC Topic 718, based on the value of our common units on grant date.

See the table below for phantom units awarded to each non-employee director during 2021.

As of December 31, 2021, Messrs.

Owen and Schulte and Ms.

Brown, Owen, and Schulte and Ms.

Stewart each had 7,872 outstanding phantom units.

Brown had 7,803 outstanding phantom units;

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

The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2021:

2 unchanged sentences

Value of Stock Awards

Kenneth F Owen Sept 23 7,182 52,931

Schulte Sept 23 7,182 52,931

Stewart Sept 23 7,182 52,931

Brown May 14 7,803 54,855

Hix May 14 7,803 54,855

Stewart May 14 7,803 54,855

Tudor May 14 7,803 54,855

Arnold May 14 7,803 54,855

Crane May 14 7,803 54,855

Brown February 18 7,872 125,007

Kenneth F Owen February 18 7,872 125,007

Schulte February 18 7,872 125,007

Stewart February 18 7,872 125,007

_________________________________________________________________________________________

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

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

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

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

(1) The phantom units granted on February 18 will vest in full on February 12, 2022, subject to the director’s continued service through such date.

Directors receive distribution equivalent rights, paid in cash on a quarterly basis, during the vesting period.

(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 2021 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.

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

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.

Vangolen and Bennett, and Ms.

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

Bennett and Forthuber, and Ms.

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

3 unchanged sentences

The following table sets forth the beneficial ownership of our common units held by the following as of February 17, 2022:

• each member of the Board of Directors;

• each member of the Board;

• each named executive officer of our general partner;

5 unchanged sentences

200,281,578 49.6%

Glenn Vangolen — *

Ure 138,634 *

Bourne 31,498 *

3 unchanged sentences

Green 12,657 *

Griffie 16,953 *

Brown 1,440 *

Forthuber — *

Owen 15,054 *

Schulte 19,554 *

4 unchanged sentences

* 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.

(1) The address for Occidental and its representatives on the Board 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 unchanged sentences

(3) Includes 1,440 common units held in a margin account.

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

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

5 unchanged sentences

Denver, CO 80203 24,330,966 (1)

Common Units Invesco Ltd.

1555 Peachtree Street NE, Suite 1800

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

_________________________________________________________________________________________

(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.

(1) Based upon its Schedule 13G filed February 3, 2022, with the SEC with respect to Partnership securities held as of December 31, 2021, ALPS Advisors, Inc.

(“ALPS”) has shared voting and dispositive power as to 24,330,966 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 24,192,551 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.

The following table sets forth information with respect to the securities that may be issued under the WES LTIPs as of December 31, 2021.

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.

17 unchanged sentences

(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.

(2) Phantom and performance units constitute the only rights outstanding under the WES LTIPs.

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.

33 unchanged sentences

(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).

(2) Includes (i) amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Item 13) and (ii) equity-based compensation expense allocated to us by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Item 13).

Consolidated balance sheets

2 unchanged sentences

Other current assets 12,490 5,493

Anadarko note receivable — 260,000

Equity investments (1)

3 unchanged sentences

Accounts and imbalance payables 49,242 6,664

Short-term debt (2)

Accrued liabilities 13,914 19,195

3 unchanged sentences

(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

2 unchanged sentences

Distributions from equity-investment earnings – related parties $ 213,516 $ 246,637 $ 234,572

Capital expenditures (2,000) — (425)

Acquisitions from related parties — — (2,007,501)

3 unchanged sentences

Repayment of APCWH Note Payable — — (439,595)

— (439,595) —

Distributions to Partnership unitholders (1)

4 unchanged sentences

Above-market component of swap agreements with Anadarko — — 7,407

— 7,407 51,618

Finance lease payments — (6,382) (508)

Unit repurchases from Occidental (3)

_________________________________________________________________________________________

(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).

(2) Represents distributions paid to Occidental, through its ownership of WGRAH, 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).

(3) We repurchased 2.5 million common units from Occidental during the year ended December 31, 2021 (see Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

The following 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:

5 unchanged sentences

_________________________________________________________________________________________

(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).

(1) Includes (i) amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Item 13), (ii) equity-based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Item 13), and (iii) an intercompany service fee between us and WES Operating.

Consolidated balance sheets

1 unchanged sentence

Accounts receivable, net $ 180,205 $ 246,083

Accounts and imbalance payables (1)

_________________________________________________________________________________________

(1) As of December 31, 2021, includes balances related to transactions between WES and WES Operating.

Consolidated statements of cash flows

4 unchanged sentences

_________________________________________________________________________________________

(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).

(1) Represents distributions paid to us and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement.

Includes distributions made from WES Operating to WES during the years ended December 31, 2021 and 2020, that were used by WES to repurchase common units.

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.

Related-party revenues include 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.

We have significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of our systems.

For the year ended December 31, 2021, production owned or controlled by Occidental represented 36% of our throughput for natural-gas assets (excluding equity-investment throughput), 89% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and 87% of our throughput for produced-water assets.

We are currently involved in a dispute with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to the Partnership’s DJ Basin oil - gathering system.

If such dispute is resolved in a manner adverse to us, such resolution could have a negative impact on our financial condition and results of operations, including a reduction in rates and a non - cash charge to earnings.

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.

In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023.

For this reason, Anadarko continues to be liable under the Brasada gas processing agreement until June 30, 2023, 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.

1 unchanged sentence

This contingent payment obligation extends through the earlier of October 1, 2022, or the termination of the processing agreement.

Commodity purchase and sale agreements.

Through December 31, 2020, we sold a significant amount of our natural gas and NGLs to AESC, Occidental’s marketing affiliate.

Prior to April 1, 2020, AESC acted as an agent on behalf of either us or our customers for third-party sales.

Where AESC sold natural gas and NGLs on our customers’ behalf, we recognized associated service revenues and cost of product expense for the marketing services performed by AESC.

When product sales were on our behalf, we recognized product sales revenues based on Occidental’s sales price to the third party and recorded the associated cost of product expense associated with the marketing activities provided by AESC.

Effective April 1, 2020, changes to marketing-contract terms with AESC terminated AESC’s prior status as our agent for third-party sales and established AESC as our customer.

Accordingly, we no longer recognize service revenues and/or product sales revenues and the equivalent cost of product expense for the marketing services performed by AESC.

This change has no impact to Operating income (loss), Net income (loss), the balance sheets, cash flows, or any non-GAAP metric used to evaluate the Partnership’s operations (see Key Performance Metrics under Part II, Item 7 of this Form 10-K).

In addition, we purchase natural gas from AESC pursuant to purchase agreements.

Marketing Transition Services Agreement.

Effective December 31, 2019, certain subsidiaries of Anadarko entered into a transition services agreement (the “Marketing Transition Services Agreement”) to provide marketing-related services to certain of our subsidiaries through December 31, 2020, subject to the option to extend such services for an additional six-month period.

The Marketing Transition Services Agreement terminated on December 31, 2020.

The Marketing Transition Services Agreement was 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.

Operating leases.

As a result of the surface - use and salt - water disposal agreements being amended under the CUA (see Related-party commercial agreement below), these agreements are now classified as operating leases and a $30.0 million ROU asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021.

The ROU asset will be amortized to Operation and maintenance expense over the remaining term of the agreements.

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.

In April 2021, we exercised the option to terminate the operating and maintenance agreement with Occidental effective 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.

Operation and maintenance expense includes amounts accrued for or paid to related parties for field - related costs provided by related parties at certain of our assets.

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.

Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related - party imbalances, and transactions with affiliates accounted for under the equity method of accounting.

See Marketing Transition Services Agreement in the sections above.

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.

General and administrative expense includes costs incurred pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP, under which 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.

2 unchanged sentences

In late March 2020, seconded employees’ employment was transferred to us.

Occidental continues to provide certain limited administrative and operational services to us, with most services expected to be fully transitioned to us by December 31, 2021.

• WES omnibus agreement.

Prior to December 31, 2019, we had an omnibus agreement with Occidental and the general partner (the “WES omnibus agreement”) that governed (i) our obligation to reimburse Occidental for expenses incurred or payments made on our behalf in connection with Occidental’s provision of general and administrative services provided to us, including certain public company expenses and general and administrative expenses, (ii) our obligation to pay Occidental, in quarterly installments, an administrative services fee of $250,000 per year, which was subject to an annual increase pursuant to the omnibus agreement, and (iii) our obligation to reimburse Occidental for all insurance coverage expenses it incurred or payments it made on our behalf.

The WES omnibus agreement was terminated as part of the December 2019 Agreements.

• WES Operating omnibus agreement.

Prior to December 31, 2019, WES Operating had a separate omnibus agreement with Occidental and WES Operating GP (the “WES Operating omnibus agreement”) that governed (i) Occidental’s obligation to indemnify WES Operating for certain liabilities and WES Operating’s obligation to indemnify Occidental for certain liabilities, (ii) WES Operating’s obligation to reimburse Occidental for expenses incurred or payments made on its behalf in conjunction with Occidental’s provision of general and administrative services provided to WES Operating, including salary and benefits of Occidental personnel, public company expenses, general and administrative expenses, and salaries and benefits of WES Operating’s executive management who were employees of Occidental, and (iii) WES Operating’s obligation to reimburse Occidental for all insurance coverage expenses it incurred or payments it made with respect to WES Operating’s assets.

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 non - cash 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 $10.1 million, $14.6 million, and $12.9 million for the years ended December 31, 2021, 2020, and 2019, 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.

Construction reimbursement agreements and purchases from related parties .

From time to time, we enter into construction reimbursement agreements with Occidental providing that we will manage the construction of certain midstream infrastructure for Occidental in our areas of operation.

Such arrangements generally provide for a reimbursement of costs incurred by us on a cost or cost-plus basis.

Additionally, from time to time, in support of our business, we purchase equipment, inventory, and other miscellaneous assets, from Occidental or its affiliates.

Related-party commercial agreement.

During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of WES entered into a Commercial Understanding Agreement (“CUA”).

Under the CUA, certain West Texas surface - use and salt - water disposal agreements were amended to reduce usage fees owed by us in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments.

The present value of the reduced usage fees under the CUA was $30.0 million at the time the agreement was executed.

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 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 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.

9 unchanged sentences

We may be removed as the managing member only if we are grossly negligent or fraudulent, breach our primary duties, or fail to respond in a commercially reasonable manner to written business proposals from the other member, and such behavior, breach, or failure has a material adverse effect to Chipeta.

Purchases from related parties.

During the fourth quarter of 2020, a subsidiary of WES entered into an agreement to purchase three electrical substations located in the DJ Basin from a subsidiary of Occidental for $2.0 million.

This purchase was recorded as an Accrued capital expenditure as of December 31, 2020, and cash was paid in January of 2021.

Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its 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.

Review, Approval, or Ratification of Transactions with Related Persons

Our Audit Committee generally reviews transactions between WES and its directors, executive officers, or their immediate family members, or significant equity holders involving, in any case, amounts in excess of $120,000.

However, our Board may also request that certain transactions between WES and Occidental, or our general partner, be reviewed by the Special Committee pursuant to our partnership agreement, as described in more detail below.

Whenever a conflict arises between our general partner or its related parties, including Occidental, 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.

6 unchanged sentences

• 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.

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.

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 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 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.

Additionally, the Board 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 or by a committee of the Board composed of independent directors.

Principal Accounting Fees and Services

4 unchanged sentences

Audit fees $ 400 $ 250 $ 2,100 $ 2,240

Audit-related fees — 25 — 375

Total $ 400 $ 250 $ 2,100 $ 2,240

39 unchanged sentences

3 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.

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.

4 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.

5 unchanged sentences

10 Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No.

Number Description

11 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.

1 unchanged sentence

13 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.

Number Description

14 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.

7 unchanged sentences

22 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.

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.

1 Partnership Interests Exchange Agreement, by and among Western Gas Resources, Inc., Western Midstream Holdings, LLC and Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

2 Amended and Restated Services, Secondment and Employee Transfer Agreement, by and between Occidental Petroleum Corporation, Anadarko Petroleum Corporation and Western Midstream Operating GP, LLC, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

3 Anadarko Petroleum Corporation Key Employee Change of Control Contract for Vice Presidents (Michael C.

Pearl), dated May 28, 2013, as amended on April 11, 2019 (incorporated by reference to Exhibit 10.11 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.

4 Anadarko Petroleum Corporation Key Employee Change of Control Contract for Vice Presidents (Charles G.

Griffie), dated November 28, 2018, as amended on April 11, 2019 (incorporated by reference to Exhibit 10.12 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.

Number Description

3 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.

2 unchanged sentences

6 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.

7 Western Midstream Partners, LP 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.

Number Description

8 Western Midstream Partners, LP Executive Severance Plan (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.

9 Western Midstream Partners, LP Executive Change in Control Severance Plan (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.

10 Form of 2021 Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No.

11 Form of 2021 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No.

12 Form of 2021 Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No.

13 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.

26 unchanged sentences

34 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.

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.

35 Unit Redemption Agreement by and between Western Midstream Partners, LP and Anadarko Petroleum Corporation, dated as of September 11, 2020 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on September 16, 2020, File No.

1 unchanged sentence

1 Consent of KPMG LLP - Western Midstream Partners, LP.

Number Description

2 Consent of KPMG LLP - Western Midstream Operating, LP.

1 Power of Attorney (included on the signatures page of this annual report on Form 10-K).

Number Description

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.

36 unchanged sentences

Signature Title (Position with Western Midstream Holdings, LLC)

/s/ Glenn Vangolen Chairman

Glenn Vangolen

Bennett Chairman

/s/ Michael P.

2 unchanged sentences

/s/ Catherine A.

Green Vice President and Chief Accounting Officer

Green Senior Vice President and Chief Accounting Officer

Green (Principal Accounting Officer)

Bennett Director

Brown Director

1 unchanged sentence

Clark Director

/s/ Frederick A.

Forthuber Director

/s/ Kenneth F.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures