X0306 4 2014-03-03 0 0001414475 Western Gas Partners LP WES 0000773910 ANADARKO PETROLEUM CORP 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0000856716 WESTERN GAS RESOURCES INC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001423902 Western Gas Equity Partners, LP 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001563544 Western Gas Equity Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001571011 ANADARKO MARCELLUS MIDSTREAM, L.L.C. 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001570991 Anadarko E&P Onshore LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001570992 ANADARKO HOLDING Co 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001601306 APC Midstream Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 Common Units representing limited partner interests 2014-03-03 4 P 0 308490 60.78 A 50053824 I See footnotes On March 3, 2014, as partial consideration for an acquisition of assets from Anadarko Petroleum Corporation ("Anadarko"), Western Gas Partners, LP ("WES") issued 308,490 common units to an indirect wholly owned subsidiary of Anadarko, APC Midstream Holdings, LLC ("AMH"), at $60.78 per unit, pursuant to a Contribution Agreement dated as of February 27, 2014. As of March 3, 2014, (i) WGP owns 49,296,205 WES common units and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC, and AMH owns 308,490 WES common units, (ii) Western Gas Resources, Inc. ("WGR") owns (A) all of the membership interests of Western Gas Equity Holdings, LLC ("WGP GP"), the general partner of WGP, (B) 91% of the issued and outstanding limited partner interests in WGP, and (Z) 100% of the membership interests in AMH, (iii) WGP GP owns a 0% noneconomic general partner interest in WGP, and (iv) Anadarko owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGP GP, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGP, and WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMH. As of March 3, 2014, (i) AMM owns 449,129 WES common units, (ii) Anadarko E&P Onshore LLC ("Anadarko E&P") owns 100% of the membership interests in AMM, (iii) Anadarko Holding Company owns 100% of the member interests in Anadarko E&P, and (iv) Anadarko owns 100% of the member interests in Anadarko Holding Company ("AHC"). Accordingly, Anadarko E&P, AHC and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMM. /s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation 2014-03-04 /s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc. 2014-03-04 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP 2014-03-04 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC 2014-03-04 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Marcellus Midstream, L.L.C. 2014-03-04 /s/ Philip H. Peacock, Authorized Signatory for Anadarko E&P Onshore LLC 2014-03-04 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Holding Company 2014-03-04 /s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC 2014-03-04