X0306 4 2014-11-25 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 50053824 I See footnotes Class C units representing limited partner interests 0.00 2014-11-25 4 P 0 10913853 68.72 A Common units representing limited partner interests 10913853 10913853 I See footnotes On November 25, 2014, Western Gas Partners, LP ("WES") issued 10,913,853 Class C units to APC Midstream Holdings, LLC ("AMH") at a price of $68.72 per unit. The Class C units will receive distributions in the form of additional Class C units until the end of 2017 (unless earlier converted), and will be disregarded with respect to calculating the WES's cash distributions until they are converted to common units. The Class C units will convert into common units on a one-for-one basis on December 31, 2017, unless WES elects to convert such units earlier or AMH extends the conversion date. As of November 25, 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 and 10,913,853 Class C 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) 88.3% 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 Petroleum Corporation ("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 November 25, 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 2014-11-25 /s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc. 2014-11-25 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP 2014-11-25 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC 2014-11-25 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Marcellus Midstream, L.L.C. 2014-11-25 /s/ Philip H. Peacock, Authorized Signatory for Anadarko E&P Onshore LLC 2014-11-25 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Holding Company 2014-11-25 /s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC 2014-11-25