Good morning and welcome to the Western Gas Second Quarter 2017 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Jon VandenBrand, Director of Investor Relations. Please go ahead.

Thank you. I am glad you could join us today for Western Gas' Second Quarter 2017 Conference Call. I'd like to remind you that today's presentation includes forward-looking statements and certain non-GAAP financial measures. Please see the WES and WGP 10-Ks, and other public filings for a description of the factors that could cause actual results to differ materially from what we discuss today. In addition, I encourage you to read our disclosure on forward-looking statements as well as the non-GAAP reconciliations in last night's earnings release and the slides that we will reference on this call. These materials are posted on the Western Gas website at www.westerngas.com. With that, I'll turn the call over to our CEO, Ben Fink. And following his remarks, we'll open it up for Q&A with Ben and the rest of our executive team.

Thank you, Jon. Good morning, everyone and thank you for joining us today. As highlighted in our release last night, we're excited to announce the sanctioning of two new gas processing trains in the DJ Basin. The Latham 1 and 2 trains will add a total of 400 million cubic feet per day of cryogenic processing capacity and I’ll discuss this more later in the call. During the second quarter, we continued our extensive infrastructure build out in the Delaware Basin. All major capital projects, including Ramsey VI and Mentone I and II remain on schedule. After closing our Delaware for Marcellus asset exchange, we successfully settled our DBJV deferred purchase price obligation for $37.3 million. As you may recall, the deferred purchase price obligation on our balance sheet represented the present value of the final payment we estimated that was due in Anadarko in conjunction with the DBJV drop down in March of 2015. This highly accretive transaction further supports our goal of more fully integrating our Delaware Basin infrastructure. Also DBM Water Services successfully commenced operations of two produced water gathering and disposal systems and is in the process of ramping up. We currently have a total of three disposal wells in service and expect to have a fourth online later this year. We continue to be optimistic about the prospects of bringing third-parties on to the produced water infrastructure that both we and Anadarko are developing simultaneously and I'm pleased to report that Anadarko has now secured its first third-party customer for water disposal services, further validating our business plan. Additionally, Western Gas recently negotiated an option to purchase up to 30% ownership interest in a new residue gas pipeline project that will deliver gas from the Delaware Basin to the Waha area. This option was granted…

[Operator Instructions] Our first question comes from Jeremy Tonet of JPMorgan. Please go ahead.

Ben, just want to follow-up on Anadarko's call yesterday, there was a good amount of commentary talking about Delaware Basin build-out on the midstream side and the importance of this build out. I was just wondering if you could expand a bit more on what you think this means for Wes.

What I think it speaks to Jeremy is the high growth nature of our dropdown inventory. And just to remind you, that dropdown inventory was growing at a very fast clip at much lower Anadarko CapEx levels, right. Last year, CapEx was about 200. Here, they’re guiding to 600, right, off of our already high growth base. So I think what that gives our investors confident of is that that inventory whatever it is today, is only growing in nature and is going to be more substantive relative to Wes in the future. What that also tells you is that Anadarko and Wes together are really loading a spring for future development and it really is replicating the same playbook that we used successively in the DJ a few years back, right. You saw a couple of years of heavy infrastructure spend, getting ready for an inflection point in volumes. You saw that in the DJ in the 2013 and 2014 and now we’re getting ready for that in Delaware in ’18 and beyond.

And just wondering, it seems like the Midstream spend is really kind of unabated even with commodity prices being a little bit volatile here. If you look forward, do you expect kind of 2018 Midstream CapEx to be a similar number for the Anadarko family, APC and Wes versus 2017 or how do you expect that to trend directionally at this point?

Well, I won't speak to Anadarko’s CapEx. I would direct you to their IR department. What I can so tell you, especially with our announcement today is our plate is pretty full, it is a multi-year plate and as Wes gets larger and can absorb more organic CapEx, Anadarko will have that flexibility to have Wes do even more.

And then just want to pivot towards that, the new residue pipeline, where you guys have a 30% interest purchase there. I was just wondering if there are any more details you could share at this point in time with regards to when that could come into service and what type of capital is involved there and would you be purchasing that at cost or any other details you might be able to share with us at this point.

Sure. I'm sure you want to know who the operator is and trust you understand that it's probably not appropriate for us to disclose the operator before the operator does. But what I can tell you is that our choice of that operator was our confidence that that could come online by mid-18. The availability of additional residue takeaway is critical to the startup of our Mentone plant and so existing Waha infrastructure as well as existing right away was an important consideration. What -- the cost, as you will, will be, you know, it will be the cost plus any capitalized interest, right. We'll have some period of time after the pipe comes into service to exercise the option. So obviously we would need to reimburse the operator not only for their share of CapEx, but capitalized interest on that. Not unlike when we were looking at doing something ourselves, I anticipate the gross costs of building that line to be in the $200 million to $300 million range. So we would be 30% of that.

And then just one last one if I could. Congrats on the new DJ plant announcement there, quite an expansion of the system. I was just wondering what type of visibility you have as far as how quickly those plants can ramp up, the fact that you're doing two in short order seems to indicate there would be kind of nice growth in the DJ in 2019 is what you have a kind of line of sight to at this point.

Yeah. I think the staggering of two quarters between the two trains gives you some idea of the path of the ramp of that first train. And then what this shows is a continued belief by Anadarko and Western in the DJ and you referenced Anadarko's call earlier, you referenced Delaware comments, but I'd also point to their DJ comments. They talked about DJ completions in the second half of this year, being 50% higher than the first half. They talked about a 35% completion uplift. That is not yet included in their type curves and they talked about these vertical wells coming back online. So I think we're quite bullish about future growth in the DJ and obviously our customer is too since they were able to make the significant commitments to a new plant.

The next question in from Brandon Blossman of Tudor, Pickering, Holt & Company. Please go ahead.

Let’s see. I guess instead of going to, well, let’s do this on the waterfront. Ben, I know that a tiny of part of EBITDA this quarter, but relative to your expectations for this quarter and then looking out, what’s the potential here for water, the surprise to the upside, a bit of a leading question, but that is it.

It's a fair question, Brandon and I appreciate it. You have to remember that when you look at water, you really need to look at the Anadarko Wes family. And when you look at that broader infrastructure build, only a small part of it is at Wes, right. We're talking about two distinct systems right now. I think the growth CapEx on that was in the $40 million. So in terms of our expectation for the quarter, it started up, it met our expectations, it will ramp from where it is. But I don't expect it to be a material driver of 2017 EBITDA. To give you a little bit more color on that build out, I’ll hand over to Craig Collins, our COO.

I would just add to Ben’s comments. I mean as everyone understands, this is a new business force and we're growing this business from the ground up and we're excited to be signing up third-parties. We’ve recently seen Anadarko get third party commitment there and it's really a business that we're excited about, but it's also one that’s going to be growing methodically over the next several months and like Ben said, it's really split between Anadarko and Wes at this point. The two systems that we've started up, we’ve got three wells that are currently online and with the fourth coming later this year. I think, again, the growth of volumes on those four wells is going to be tied directly to the volumes that Anadarko is going to be bringing online from those -- the wells upstream of these two facilities and so we're excited about adding volumes to these facilities, they're projected to be full by the end of the year and so we look forward to seeing those volumes roll through.

And then, pushing the envelope here a little bit Ben, and perhaps related, perhaps not, crystal ball three years from now, Western Gas is bigger than perhaps the consensus expectations are today. What drove that upside surprise if that is indeed the case?

No. You're not pushing the envelope at all, Brandon. I think that primarily an under appreciation of both Delaware and DJ growth and how much, not only in terms of gathering volumes, but needs for additional processing capacity. I mean I think that the Delaware people forget, they see the growth that we have that's primarily third party growth, but we forget that Anadarko is still in appraisal mode today and will continue in appraisal mode and it's really not for a couple more quarters that we get into pad drilling in multiple well pads, which is that inflection point. And in the wait and see attitude that we have in the market today, I'm not sure people are fully understanding how much could actually materialize from that.

The next question is from Matthew Phillips of Guggenheim Partner. Please go ahead.

A follow up on this, the residue pipeline. The Anadarko identified [indiscernible] Waha takeaway, I mean do you think there's, in the CapEx, you mentioned that is kind of in scope with what you would expect for something like that. I mean going down the line, do you expect to participate in the Waha takeaway solution as well or is this kind of one step at a time here?

That's a great question, Matthew and I think the way to think about it is Anadarko and you've seen this over the past years kind of has a standard operating procedure and that when it's asked to participated in an infrastructure project, not only does it want to get that rate as low as possible, but it asks for an option to participate. And either they build out that option and drop it to Wes or in the case of this Waha line, they just give that option to Wes. So as they commit some more infrastructure projects, I would expect those requests to continue. Now whether they're successful in generating those options or whether those options ultimately get exercised, that's just a matter of speculation, but I'm pretty comfortable that as more infrastructure commitments are asked for, there will be at least more requests for participation and these have really worked out very well for us, if you look at the assets that we've been able to participate in, whether it's White Cliffs, Texas Express, Front Range, Mont Belvieu fractionators. These are some very high quality projects that Wes, as a standalone entity, never would have been able to participate in. Only a customer with the leverage of Anadarko would have been able to negotiate these options.

And then on CapEx, Anadarko mentioned a small CapEx cut on midstream around 15 million or so for this year, not a huge amount, but I mean is that CapEx that will be deferred to ’18 or is that CapEx that will -- that Wes will be expected to pick up for this year.

Now, in a word, that's just slippage. That's just slippage from ’17 to ’18. You look at those maps, you can see them in our investor presentation, you can see them in Anadarko’s Operation report, we are building a very significant oil, gas and water footprint in the Delaware and that's still the plan. So it's really just a timing issue.

The next question is from Elvira Scotto of RBC Capital. Please go ahead.

Hi, everyone. Couple of questions for me. Looking at the adjusted gross margin both for natural gas and crude, but let's start with the natural gas, the $0.94, is that a good run rate to use going forward.

Great question, Elvira. This is Ben. If you think about our portfolio statically, right, you have certain assets that are growing faster than others, right and as we’ll not surprise you, we expect most of our growth to come from the DJ and Delaware basins. Our gross margin per Mcf in those basins are above our portfolio average, right. So as you think about changes in the throughput mix, right, it should tick upwards, right? Now, there is an offset to that is that we have a high margin asset at Springfield that’s still in decline, right. And so that will temper that quite a bit, right. Now the hard thing to project is any type of drop down to third-party acquisitions because that usually would result in a step change if you were to acquire something, right. But just in terms of the run rate hopefully that helps you give a sense of where we see this going.

And then, similar question on the crude, NGL and water side. The $2.15, can you just provide a little more color there on what drove that significant upside over first quarter?

Sure. What you need to remember when you look at – well, first of all in terms of the volumes, about two thirds of the volume increase was just the start up of DBM Water, right. So what that what that refers to is, Brandon's earlier comment that it's tiny at this point. In terms of margin, with the exception of DBM Water which is tiny, most of these assets are equity investments, right, which means what we record is the cash that we receive from the operator, right. When you’re recording cash that operators distribution policy affects what you book, some months they’ll hold back more cash, maybe for maintenance or maybe because they have a change in policy and sometimes they'll distribute more, right. So that by nature is going to bounce around and this quarter we had a couple of operators that for whatever reason distributed a little more cash per barrel than they did the previous quarter. And that's going to be very hard for all of us, me, you, everyone to predict because you're talking about operators distribution policies. The only other color I'll give you there is that as DBM Water Services grows and becomes a more significant part of throughput rates, that is below the crude portfolio average. So that would cause it trend down a little.

And then just since it came up in reply, what's the outlook here on third party M&A, how do you see that market kind of evolving as West still pretty active in kind of looking?

I don't think there's anything that traded that we haven't given a good hard look at. And to the extent we have the ability to grow our footprint and enhance our competitive position, we're going to look hard at that. Nothing has cleared at a price that we are really able to come close to, right. That's a definition of per mania. We’ll continue to evaluate and perhaps this phenomenon will shake out. But I'm not particularly sanguine of our ability to execute anything at these market clearing prices, but what I take comfort in is, we made our big acquisition in 2014, right and what we asked that everyone remember is, just do any type of mark to market analysis on what that Nuevo acquisition is worth now and I think you'll be very pleased with what we are able to get it for.

And then just a last one. I think I know the answer to this but just wanted to double check with you. With Anadarko securing operatorship of, you know, and the agreement which Shell, does that change anything at all for West.

No. I think Anadarko had been guiding to the 70% operator capture, sorry 70% operatorship capture for some time and that was in our forecast and our forecast is unchanged.

The next question is from Christopher Tillett of Barclays. Please go ahead.

I was wondering if you could help us understand yesterday and through some of their presentations this year, Anadarko has talked about reaching 150,000 barrel a day kind of exit rate target between Delaware and DJ Basin by the end of this year. On my count, you’re a still a little bit short of that. But how do you guys think about kind of the mix shift in production growth between those two areas as we head into the back half of the year, particularly considering what Anadarko said yesterday regarding increased completions in the DJ versus the significant activity in the Delaware.

I'm not sure I fully understand your question. I would reference my earlier questions about it being a back half of ‘17 waiting year. We've already talked about the data behind that between the number of completions, the completion uplift. Remember in the Delaware we've recently added a couple of frac crews which is going to result in increased completion activity in the second half of the year. I would just refer you to Anadarko for questions about Anadarko's exit rates. I can assure you that we believe in this backend loaded ramp in the back half of 2017 and all the evidence that we've seen in ring counts, frac crew additions et cetera are supported.

I guess I was just asking if you guys are expecting sort of more heavily weighted towards Delaware versus DJ? But it sounds like maybe I should just refer to Anadarko now.

I won't comment on any producers exit rates. That would be a question for them.

The next question is from Barrett Blaschke of MUFG Securities. Please go ahead.

Just kind of want to look at or want to better understanding of the way you see the gas gathering volume sort of ramping back up post the asset swap and kind of timing and growth rate to the extent that you can give us a little color on that? And is it going to be lumpy with the processing or sort of how do you view it.

Well what you had pre-swap was a Marcellus gathering asset that had run rate volume's caught in the 600 to 700 a day range and then you had a DV JV asset much smaller much higher margin and like 100 to 150 range, right. So, coming out of day one after that swap is there's a through put loss, but one is growing exponentially higher than the other one. We gave guidance at the beginning of this year, what we thought was the EBITDA impact of that swap. We also said that we expected to be accretive in 2018 and we still believe that. And that's just a function of the radically different growth rates of the two systems.

It also a function of the rate as well. I mean maybe lower volume, but at a higher rate as you were kind of talking about earlier as you get into these high growth assets in Delaware?

Well, of course and you saw it in that jump up in our gross margin for Mcf. We took out a very large, very low margin asset and added a relatively small much higher margin asset, right. But we expect that to continue.

The next question comes from the Sunil Sibal of Seaport Global Securities. Please go ahead. Hello, Sunil Sibal of Seaport Global Securities, is your phone on mute?

Most of my questions have been hit, but I was just kind of curious, when you think about the gas takeaway solutions in the Delaware basin, I think there have been a number of solutions being talked about and you touched upon one already. Just wondering how do you see that kind of congestions as to say evolving over the next two to four quarters. I think some of the provider there even talked about the ability to move some volumes up North. And I was wondering if you had any thoughts on that?

Well, the first thing I’ll say is what we're seeing in the Delaware today, really parallels what we've seen in any other basins, which is a number of season, number of conceptual projects getting announced. And then when you try to convert those non-binding commitments to binding commitments that always proves more difficult and you have a number of projects that consolidates or even don't get done. And I will not name names, but we see a couple of examples of that in the Permian Basin in our opinion. We have been saying for quite some time that for we are kind of this northern living in Reeves County getting the wise of the paramount importance. And then you have interconnection opportunities whether you go to Mexico or [indiscernible] what have you. So where we've completed was most important to us which is securing adequate takeaway for our needs and that's why Anadarko is commitment is important and if we like the returns of the project will be a participant in it.

So what you’re saying is getting to Waha is a timely kind of area that you are focused on right now and then multiple locations from there onward is basically what you would prefer but not your concern right now, correct?

The pinch point, the critical importance to us in the past few quarters was having adequate takeaway to Waha, so that Mentone can start up in the second half of ’18 and we've now accomplished that.

And then just one clarification from me. On the full-year CapEx guidance of 900 to a billion, does that include 150 million or so that you paid for the asset swap earlier this year?

No, no, that’s organic CapEx only.

So far in the first half you’re running closer to 260 million or so, correct, on that organic CapEx.

Yup, excellent observation. We did take a good hard look at the forecast given that year to date has come in light. We have told all of our engineers asset by asset to make sure we still feel good about that number and we still do. Let me pass over to Craig to give you some more color on that.

Yes Sunil, going back to early this year, we had a whole slate of projects lined up for not only 2017, but for 2018 or projects that would roll into 2018. And this is always projected to be a back end loaded capital spend program and that's really what you're seeing. You appropriately recognized that we still have quite a bit of capital to invest in the back half of this year in order to fall within the capital guidance that we've provided. So I just want to give you a sense for where those large draws on capital will occur from in the second half of the year. Starting out in Delaware, we’ve talked in the past about the Reeves County pipeline expansion projects that we have going on out there. We spent the first half of the year acquiring right away and in getting prepared for that build out and construction will begin here the first part of August and will continue through the balance of the year. So we're looking forward to getting pipe in the ground, we're adding compression out there to supplement the pipe and so that we have an integrated gathering system and when it's all said and done. We're also starting construction at the Mentone gas plant facility. And so, we're going to see more and more capital get invested on that project between now and the end of the year. Flipping up to the DJ Basin, with Latham, and with the announcement of Latham, we're in a process now of beginning to order long lead equipment and so there's a significant amount of capital associated with those long lead orders as well as compression projects that we're working on right now because as we've talked about we expect DJ volumes to continue to ramp as we exit 2017 and we’ll need more compression to add our system. So that's really where the majority of the capital will be spent in the back half of this year.

And then on DJ, I think you had [indiscernible] what is the total current cryo capacity available to West?

Sort of 900 million a day.

So that’s all cryo?

600 at Lancaster, 125 Platte Valley, 105 at Fort Lupton. Call in the 800 to 900 range of cryo and then there's re-fridge in the field and remember you have a swing plant that still at Anadarko which is another 200 a plant.

The next question in from Gabe Moreen of Bank of America Merrill Lynch. Please go ahead.

Just had a quick question in terms of the new DJ plants, whether those were going to head down Front Range basically and just by definition that it's going to go to the West interest NGL pipes coming out of the DJ.

That’s a kind of a decision for the Anadarko marketing department. But I mean the whole reason that Front Range was originally built and I believe there are at least talking about adding pumps to be able to handle more capacity is because of this additional processing capacity coming out of DJ. The expectation that overland pass which historically was your only way out was going to get full either by existing commitments or tied in from Bakken liquids and then the reason Front Range exists is for this capacity that's been added for the last few years.

And then just, I know you've called out I think the Spring Field assets last quarter is being a bit better than expectations. Just wondering how things are fairing in the Eagle Ford even with all the focus here on the DJ and Delaware.

No changes to our forecast. Technically the assets are in decline and that throughput in the second quarter was lower than the first, but a much shallower decline than what we had originally anticipated as a result of a new operator being focused on that basin increasing the pace of completions.

The next question is from Andrew Weisel of Macquarie Research. Please go ahead.

Hi everyone, I appreciate the details on all the assets and operations. I have two financial questions. First one, you’ve clear and consistent that you don't expect any equity need in 2017. Can we get an early look into potential needs for 2018 and maybe some sensitivities around how that might look with or without ownership or CapEx related to take away [indiscernible].

I appreciate the question, Andrew, I'm not sure how much we can say at this point, without, you know, there are customers beginning their budgeting process for ’18. I mean there are many scenarios but a lot of our heavy infrastructure spend this year is in the expectation of significant growth this year and next year. If that growth materializes, I could fully see a scenario where ‘18 looks a lot like ’17 and to which we have enough organic growth which in turn increases our debt capacity which obviates our need for equity. So I don't, you know, that's one scenario, but until we know exactly what is the level organic growth versus what our CapEx number will be, much of that number is going to be determined by well connection capital, which until the producers start budgeting we won't know, it's hard to say. What I can say is if everything works out the way I think and hope they will, it's going to look a lot like ‘17.

Maybe another way to ask that is, the change in spending related to the new processing plant that see if we get relatively smaller in magnitude than the swing factors you just said in terms of the unknown about next year's customer budget, is that a fair way to put it?

That’s a fair way to put it and maybe giving a concept into how we did ’17, right. When we got together, the Anadarko family needed to spend approximately 1.6 billion on infrastructure, alright given the needs and what we wanted to accomplish. We were comfortable having West do about 900 to 1 billion of that, that was a number we felt that West could comfortably fund, didn’t impact our distribution growth coverage, it won’t impact our investment grade credit matrix. It was the right number. We will do the same thing next year. we will look at what is the need of the family, right and figure out what number we are comfortable putting at the West level. If West grows and its capacity is more and remember some plants that we're spending capital on this year will be built. We should be comfortable putting as much potentially even more on West next year.

Next question, any change to the expectations for the potential business interruption insurance coverage, last quarter you talked about 30 to 49 million. Is that still a good number to use?

Well it's done. We got our final settlement. So in the aggregate we received 46 and it's done.

Didn’t realize that was final.

There are no additional questions at this time. This concludes our question-and-answer session. I would like to turn the conference back over to Ben Fink for closing remarks.

I appreciate the dialogue and your time this quarter. We look forward to doing this again in three months time. Thank you all for your support.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.