Western Gas Announces First-Quarter 2013 Results

  Western Gas Announces First-Quarter 2013 Results

Business Wire

HOUSTON -- May 1, 2013

Western Gas Partners, LP (NYSE: WES) (“WES”) and Western Gas Equity Partners,
LP (NYSE: WGP) (“WGP”) today announced first-quarter 2013 financial and
operating results.

WESTERN GAS PARTNERS, LP

Net income available to limited partners for the first quarter of 2013, which
includes results from the 33.75% interest in certain Anadarko-operated
Marcellus gathering assets acquired from a third-party (the “Anadarko-Operated
Marcellus Interest”) beginning in March 2013, totaled $32.4 million, or $0.31
per common unit (diluted). For the first-quarter of 2013, Adjusted EBITDA ^(1)
was $95.9 million and Distributable cash flow ^(1) was $79.1 million,
resulting in a Coverage ratio ^(1) of 1.13 times for the period.

Total throughput attributable to WES for the first quarter of 2013 averaged
2.9Bcf/d, flat with the prior quarter and 7% above the firstquarter of 2012.
These results include the net throughput attributable to the Mountain Gas
Resources (“MGR”) assets and the 33.75% interest in certain third-party
operated Marcellus gathering assets acquired from Anadarko (the “Non-Operated
Marcellus Interest”) for all periods of comparison, throughput attributable to
the additional Chipeta interest beginning in August 2012, and throughput
attributable to the Anadarko-Operated Marcellus Interest beginning in March
2013.

Excluding acquisitions, capital expenditures attributable to WES on a cash
basis totaled $161.5million during the first quarter of 2013. Of this amount,
maintenance capital expenditures were $6.0million, or 6% of Adjusted EBITDA
^(1). Capital expenditures attributable to WES on an accrual basis and
excluding acquisitions totaled $159.4million during the first quarter of
2013.

“Our first quarter operating performance was in line with our expectations,”
said President and Chief Executive Officer, Don Sinclair. “We are pleased by
the volume trajectory of our recently acquired Marcellus assets, the over 50
first-quarter well connections in our liquids-rich areas that will drive
throughput growth, and the projected start-up of our Brasada facility in June.
We maintain the full-year 2013 guidance that we released in February.”

WES previously declared a quarterly distribution of $0.54per unit for the
first quarter of 2013, representing a 4% increase over the prior quarter and a
17% increase over the first-quarter 2012 distribution of $0.46per unit. The
distribution will be paid on May 13, 2013, to unitholders of record at the
close of business on April 30, 2013. The first-quarter 2013 Coverage ratio
^(1) of 1.13times is based on the quarterly distribution of $0.54 per unit.

WESTERN GAS EQUITY PARTNERS, LP

As of March 31, 2013, WGP indirectly owned the 2% general partner interest and
100% of the incentive distribution rights in WES and 49,296,205 WES common
units. Net income available to limited partners for the first quarter of 2013,
totaled $27.7 million, or $0.13 per common unit (diluted).

WGP previously declared a quarterly distribution of $0.17875per unit for the
first quarter of 2013, representing an 8% increase over the non-prorated
distribution from the prior quarter. The distribution will be paid on May 22,
2013, to unitholders of record at the close of business on April 30, 2013. WGP
will receive distributions from WES of $40.0 million attributable to the first
quarter and will pay out $39.1 million in distributions for the first quarter
of 2013.

CONFERENCE CALL TOMORROW AT 11 A.M. CDT

Western Gas Partners and Western Gas Equity Partners will host a joint
conference call on Thursday, May 2, 2013, at 11 a.m. Central Daylight Time (12
p.m. Eastern Daylight Time) to discuss first-quarter 2013 results. To
participate via telephone, please dial 877.621.4819 and enter participant code
36700946. Please call in 10 minutes prior to the scheduled start time. To
access the live audio webcast of the conference call and slide presentation,
please visit www.westerngas.com. A replay of the call will also be available
on the website for approximately two weeks following the conference call.

Western Gas Partners, LP (“WES”) is a growth-oriented Delaware master limited
partnership formed by Anadarko Petroleum Corporation to own, operate, acquire
and develop midstream energy assets. With midstream assets in East, West and
South Texas, the Rocky Mountains, north-central Pennsylvania and the
Mid-Continent, WES is engaged in the business of gathering, processing,
compressing, treating and transporting natural gas, condensate, natural gas
liquids and crude oil for Anadarko and other producers and customers.

Western Gas Equity Partners, LP (“WGP”) is a Delaware master limited
partnership formed by Anadarko to own three types of interests in WES: (i) the
2.0% general partner interest, through WGP’s 100% ownership of WES’s general
partner; (ii) all of the incentive distribution rights in WES; and (iii) a
significant limited partner interest in WES.

For more information about Western Gas Partners, LP and Western Gas Equity
Partners, LP, please visit www.westerngas.com.

This news release contains forward-looking statements. Western Gas Partners
and Western Gas Equity Partners believe that its expectations are based on
reasonable assumptions. No assurance, however, can be given that such
expectations will prove to have been correct. A number of factors could cause
actual results to differ materially from the projections, anticipated results
or other expectations expressed in this news release. These factors include
the ability to meet financial guidance or distribution growth expectations;
the ability to safely and efficiently operate WES’s assets; the ability to
obtain new sources of natural gas supplies; the effect of fluctuations in
commodity prices and the demand for natural gas and related products; the
ability to meet projected in-service dates for capital growth projects; and
construction costs or capital expenditures exceeding estimated or budgeted
costs or expenditures, as well as other factors described in the “Risk
Factors” sections of WES’s and WGP’s most recent Forms 10-K filed with the
Securities and Exchange Commission and other public filings and press releases
by Western Gas Partners and Western Gas Equity Partners. Western Gas Partners
and Western Gas Equity Partners undertake no obligation to publicly update or
revise any forward-looking statements.

^(1) Please see the tables at the end of this release for a reconciliation of
non-GAAP to GAAP measures and calculation of the Coverage ratio.

     Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures

Below are reconciliations of the Partnership’s Distributable cash flow
(non-GAAP) to net income attributable to Western Gas Partners, LP (GAAP) and
Adjusted EBITDA (non-GAAP) to net income attributable to Western Gas Partners,
LP (GAAP) and net cash provided by operating activities (GAAP), as required
under Regulation G of the Securities Exchange Act of 1934. Management believes
that the Partnership’s Distributable cash flow, Adjusted EBITDA and Coverage
ratio are widely accepted financial indicators of the Partnership’s financial
performance compared to other publicly traded partnerships and are useful in
assessing the Partnership’s ability to incur and service debt, fund capital
expenditures and make distributions. Distributable cash flow, Adjusted EBITDA
and Coverage ratio, as defined by the Partnership, may not be comparable to
similarly titled measures used by other companies. Therefore, the
Partnership’s Distributable cash flow, Adjusted EBITDA and Coverage ratio
should be considered in conjunction with net income and other applicable
performance measures, such as operating income or cash flows from operating
activities.

Distributable Cash Flow

The Partnership defines Distributable cash flow as Adjusted EBITDA, plus
interest income, less net cash paid for interest expense (including
amortization of deferred debt issuance costs originally paid in cash, offset
by non-cash capitalized interest), maintenance capital expenditures and income
taxes.

                                                     Three Months Ended
                                                       March 31,
thousands except Coverage ratio                      2013       2012 ^(1)
                                                                 
Reconciliation of Net income attributable to
Western Gas Partners, LP
to Distributable cash flow and calculation of the
Coverage ratio
Net income attributable to
Western Gas Partners, LP                               $ 50,657     $ 53,651
Add:
Distributions from equity investees                      5,006        4,441
Non-cash equity-based compensation expense               877          4,066
Interest expense, net (non-cash settled)                 -            81
Income tax expense                                       4,236        4,429
Depreciation, amortization and impairments ^(2)          31,824       26,412
Less:
Equity income, net                                       3,980        3,613
Cash paid for maintenance capital expenditures           6,032        6,315
^(2)
Capitalized interest                                     3,181        657
Cash paid for income taxes                               -            72
Other income ^ (2) (3)                                277       62     
Distributable cash flow                              $ 79,130   $ 82,361 
                                                                      
Distributions declared ^ (4)
Limited partners                                       $ 56,759
General partner                                       13,384    
Total                                                $ 70,143    
Coverage ratio                                        1.13    x  

^(1)  Financial information has been recast to include results attributable
       to the Non-Operated Marcellus Interest.
       Includes the Partnership’s 51% share for the three months ended March
^(2)   31, 2012, and 75% share for the three months ended March 31, 2013, of
       depreciation, amortization and impairments; cash paid for maintenance
       capital expenditures; and other income attributable to Chipeta.
       Excludes income of $0.4 million for each of the three months ended
^(3)   March 31, 2013 and 2012, related to a component of a gas processing
       agreement accounted for as a capital lease.
^(4)   Reflects distributions of $0.54 per unit declared for the three months
       ended March 31, 2013.
       

    Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures,
                                  continued

Adjusted EBITDA

The Partnership defines Adjusted EBITDA as net income attributable to Western
Gas Partners,LP, plus distributions from equity investees, non-cash
equity-based compensation expense, interest expense, income tax expense,
depreciation, amortization and impairments, and other expense, less income
from equity investments, interest income, income tax benefit, other income and
other nonrecurring adjustments that are not settled in cash.

                                                  Three Months Ended
                                                   March 31,
thousands                                         2013          2012 ^(1)
Reconciliation of Net income attributable to                    
Western Gas Partners, LP to Adjusted EBITDA
Net income attributable to Western Gas Partners,   $ 50,657       $ 53,651
LP
Add:
Distributions from equity investees                  5,006          4,441
Non-cash equity-based compensation expense           877            4,066
Interest expense                                     11,811         9,581
Income tax expense                                   4,236          4,429
Depreciation, amortization and impairments ^(2)      31,824         26,412
Less:
Equity income, net                                   3,980          3,613
Interest income, net – affiliates                    4,225          4,225
Other income ^ (2) (3)                             277         62       
Adjusted EBITDA                                   $ 95,929     $ 94,680   
                                                                  
Reconciliation of Adjusted EBITDA to
Net cash provided by operating activities
Adjusted EBITDA attributable to Western Gas        $ 95,929       $ 94,680
Partners, LP
Adjusted EBITDA attributable to noncontrolling       2,846          4,898
interests
Interest income (expense), net                       (7,586   )     (5,356   )
Non-cash equity based compensation expense           (73      )     (3,152   )
Debt-related amortization and other items, net       560            511
Current income tax expense                           (3,112   )     7,783
Other income (expense), net ^(3)                     278            62
Distributions from equity investees less than
(in excess of) equity income, net                    (1,026   )     (828     )
Changes in operating working capital:
Accounts receivable and natural gas imbalance        20,754         32,827
receivable
Accounts payable, accrued liabilities and            21,287         (13,665  )
natural gas imbalance payable
Other                                              98          960      
Net cash provided by operating activities         $ 129,955    $ 118,720  
                                                                  
Cash flow information of Western Gas Partners,
LP
Net cash provided by operating activities          $ 129,955      $ 118,720
Net cash used in investing activities                (771,888 )     (539,069 )
Net cash provided by financing activities          285,468     233,408  

^(1)  Financial information has been recast to include results attributable
       to the Non-Operated Marcellus Interest.
       Includes the Partnership’s 51% share for the three months ended March
^(2)   31, 2012, and 75% share for the three months ended March 31, 2013, of
       depreciation, amortization and impairments and other income
       attributable to Chipeta.
       Excludes income of $0.4 million for each of the three months ended
^(3)   March 31, 2013 and 2012, related to a component of a gas processing
       agreement accounted for as a capital lease.

                                                 
Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
                                                               
                                                   Three Months Ended
                                                   March 31,
thousands except unit and per-unit amounts        2013          2012 ^(1)
                                                                     
Revenues
Gathering, processing and transportation of
natural gas and natural gas liquids                $ 102,890       $ 91,589
Natural gas, natural gas liquids and
condensate sales                                     121,729         128,486
Equity income and other, net                       5,128       4,601   
Total revenues                                     229,747     224,676 
Operating expenses
Cost of product                                      83,083          83,156
Operation and maintenance                            36,739          32,121
General and administrative                           7,664           10,274
Property and other taxes                             5,785           4,837
Depreciation, amortization and impairments         32,440      27,067  
Total operating expenses                           165,711     157,455 
Operating income                                     64,036          67,221
Interest income, net – affiliates                    4,225           4,225
Interest expense                                     (11,811 )       (9,581  )
Other income (expense), net                        674         458     
Income before income taxes                           57,124          62,323
Income tax expense                                 4,236       4,429   
Net income                                           52,888          57,894
Net income attributable to noncontrolling          2,231       4,243   
interests
Net income attributable to
Western Gas Partners, LP                           $ 50,657        $ 53,651
Limited partners' interest in net income:
Net income attributable to
Western Gas Partners, LP                           $ 50,657        $ 53,651
Pre-acquisition net (income) loss allocated to       (5,401  )       (5,488  )
Anadarko
General partner interest in net (income) loss      (12,886 )    (4,339  )
Limited partners' interest in net income           $ 32,370        $ 43,824
                                                                     
Net income per common unit – basic and diluted     $ 0.31          $ 0.48
Weighted average common units outstanding –        104,815     90,690  
basic and diluted

^(1)  Financial information has been recast to include results attributable
       to the Non-Operated Marcellus Interest.

                                                
Western Gas Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
                                                              
                                                  March 31,       December 31,
thousands except number of units                 2013          2012 ^(1)
                                                                     
Current assets                                    $ 100,513       $  477,212
Note receivable – Anadarko                          260,000          260,000
Net property, plant and equipment                   2,988,213        2,717,956
Other assets                                      297,680       294,754
Total assets                                     $ 3,646,406   $  3,749,922
                                                                     
Current liabilities                               $ 201,816       $  185,306
Long-term debt                                      1,553,319        1,168,278
Asset retirement obligations and other            72,844        115,902
Total liabilities                                $ 1,827,979   $  1,469,486
                                                                     
Equity and partners’ capital
Common units (105,109,682 and 104,660,553 units
issued and outstanding at
March 31, 2013, and December 31, 2012,            $ 1,692,173     $  1,957,066
respectively)
General partner units (2,145,096 and 2,135,930
units issued and outstanding at
March 31, 2013, and December 31, 2012,              54,918           52,752
respectively)
Net investment by Anadarko                          -                199,960
Noncontrolling interests                          71,336        70,658
Total liabilities, equity and partners' capital  $ 3,646,406   $  3,749,922

^(1)  Financial information has been recast to include results attributable
       to the Non-Operated Marcellus Interest.

                                               
Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                                                               
                                                 Three Months Ended
                                                 March 31,
thousands                                       2013           2012 ^(1)
                                                 
Cash flows from operating activities
Net income                                       $ 52,888         $ 57,894
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, amortization and impairments         32,440           27,067
Change in other items, net                       44,627       33,759   
Net cash provided by operating activities       $ 129,955     $ 118,720  
                                                                    
Cash flows from investing activities
Capital expenditures                             $ (166,463 )     $ (75,837  )
Acquisitions from affiliates                       (465,721 )       (463,232 )
Acquisitions from third parties                    (134,869 )       -
Investments in equity affiliates                 (4,835   )    -        
Net cash used in investing activities           $ (771,888 )   $ (539,069 )
                                                                    
Cash flows from financing activities
Borrowings, net of debt issuance costs           $ 384,946        $ 319,000
Repayments of debt                                 -                (40,000  )
Increase (decrease) in accounts payable, banks     (2,808   )       4,919
Proceeds from issuance of common and general
partner units,
net of offering expenses                           500              -
Distributions to unitholders                       (65,657  )       (43,027  )
Contributions from noncontrolling interest         1,097            9,849
owners
Distributions to noncontrolling interest           (2,650   )       (5,145   )
owners
Net contributions from (distributions to)        (29,960  )    (12,188  )
Anadarko
Net cash provided by financing activities       $ 285,468     $ 233,408  
                                                                    
Net increase (decrease) in cash and cash         $ (356,465 )     $ (186,941 )
equivalents
Cash and cash equivalents at beginning of        419,981      226,559  
period
Cash and cash equivalents at end of period      $ 63,516      $ 39,618   

^(1)  Financial information has been recast to include results attributable
       to the Non-Operated Marcellus Interest.

                                                    
Western Gas Partners, LP
OPERATING STATISTICS
(Unaudited)
                                                               
                                                      Three Months Ended
                                                      March 31,
MMcf/d except per-unit amounts                       2013      2012 ^(1)
                                                                     
Throughput
Gathering, treating and transportation ^ (2)            1,627        1,606
Processing ^(3)                                         1,233        1,150
Equity investment ^ (4)                               201       236
Total throughput ^(5)                                 3,061     2,992
Throughput attributable to noncontrolling interests   155       270
Total throughput attributable to
Western Gas Partners, LP                              2,906     2,722
Gross margin per Mcf attributable to
Western Gas Partners, LP ^(6)                        $ 0.55    $  0.55

^(1)  Throughput has been recast to include volumes attributable to the
       Non-Operated Marcellus Interest.
       Excludes average NGL pipeline volumes of 20 MBbls/d and 27 MBbls/d for
       the three months ended March 31, 2013 and 2012, respectively. Includes
^(2)   100% of Wattenberg system volumes for all periods presented, and
       throughput beginning March 2013 attributable to the Anadarko-Operated
       Marcellus Interest.
       Consists of 100% of Chipeta, Hilight and Platte Valley system volumes,
^(3)   100% of the Granger and Red Desert complex volumes, and 50% of
       Newcastle volumes.
       Represents our 14.81% share of Fort Union and 22% share of Rendezvous
^(4)   gross volumes, and excludes our 10% share of average White Cliffs
       pipeline volumes consisting of 7 MBbls/d and 5 MBbls/d for the three
       months ended March 31, 2013 and 2012, respectively.
^(5)   Includes affiliate, third-party and equity-investment volumes.
       Average for period. Calculated as gross margin, excluding the
       noncontrolling interest owners’ proportionate share of revenues and
       cost of product, divided by total throughput attributable to the
^(6)   Partnership (excluding throughput measured in barrels). Calculation
       includes gross margin attributable to our NGL pipelines and income
       attributable to our investments in Fort Union, White Cliffs and
       Rendezvous and volumes attributable to our investments in Fort Union
       and Rendezvous.
       

Western Gas Equity Partners, LP
CALCULATION OF CASH AVAILABLE FOR DISTRIBUTION
(Unaudited)
                                                          
                                                            Three Months Ended
thousands except per-unit amount and Coverage ratio        March 31, 2013
Distributions declared by Western Gas Partners, LP:
General partner interest                                    $    1,403
Incentive distribution rights                                    11,981
Common units held by WGP                                         26,620
Less:
Public company general and administrative expense              1,211     
Cash available for distribution                            $    38,793    
                                                                       
Declared distribution per common unit                      $    0.17875   
                                                                       
Distributions declared by Western Gas Equity Partners, LP  $    39,128    
                                                                           
                                                                       
Coverage ratio                                                 0.99      x

                                                 
Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
                                                                
                                                   Three Months Ended
                                                   March 31,
thousands except unit and per-unit amounts        2013          2012 ^(1)
                                                                     
Revenues
Gathering, processing and transportation of        $ 102,890       $ 91,589
natural gas and natural gas liquids
Natural gas, natural gas liquids and condensate      121,729         128,486
sales
Equity income and other, net                       5,128       4,601   
Total revenues                                     229,747     224,676 
Operating expenses
Cost of product                                      83,083          83,156
Operation and maintenance                            36,739          32,121
General and administrative                           8,929           10,274
Property and other taxes                             5,785           4,837
Depreciation, amortization and impairments         32,440      27,067  
Total operating expenses                           166,976     157,455 
Operating income                                     62,771          67,221
Interest income, net – affiliates                    4,225           4,225
Interest expense                                     (11,811 )       (9,581  )
Other income (expense), net                        727         458     
Income before income taxes                           55,912          62,323
Income tax expense                                 4,236       16,695  
Net income                                           51,676          45,628
Net income attributable to noncontrolling          19,361      28,574  
interests
Net income attributable to
Western Gas Equity Partners, LP                    $ 32,315        $ 17,054
Limited partners' interest in net income: ^ (2)
Net income attributable to
Western Gas Equity Partners, LP                    $ 32,315
Pre-acquisition net (income) loss allocated to     (4,567  )    
Anadarko
Limited partners' interest in net income           $ 27,748
Net income per common unit – basic and diluted ^   $ 0.13
(2)
Weighted average number of
common units outstanding – basic and diluted ^     218,896     
(2)

^(1)  Financial information has been recast to include results attributable
       to the Non-Operated Marcellus Interest.
^(2)   Amounts not applicable prior to WGP’s IPO on December 12, 2012.

                                                
Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
                                                               
                                                  March 31,       December 31,
thousands except number of units                 2013          2012 ^(1)
                                                                     
Current assets                                    $ 129,038       $  478,104
Note receivable – Anadarko                          260,000          260,000
Net property, plant and equipment                   2,988,213        2,717,956
Other assets                                      297,680       294,754
Total assets                                     $ 3,674,931   $  3,750,814
                                                                     
Current liabilities                               $ 203,290       $  186,255
Long-term debt                                      1,553,319        1,168,278
Asset retirement obligations and other            72,844        115,902
Total liabilities                                $ 1,829,453   $  1,470,435
                                                                     
Equity and partners’ capital
Common units (218,895,515 issued and
outstanding at
March 31, 2013, and December 31, 2012)            $ 682,752       $  912,376
Net investment by Anadarko                          -                199,960
Noncontrolling interests                          1,162,726     1,168,043
Total liabilities, equity and partners' capital  $ 3,674,931   $  3,750,814

^(1)  Financial information has been recast to include results attributable
       to the Non-Operated Marcellus Interest.

                                                              
Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                                                                    
                                                 Three Months Ended
                                                 March 31,
thousands                                       2013           2012 ^(1)
                                                                    
Cash flows from operating activities
Net income                                       $ 51,676         $ 45,628
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, amortization and impairments         32,440           27,067
Change in other items, net                       45,045       21,838   
Net cash provided by operating activities       $ 129,161     $ 94,533   
                                                                    
Cash flows from investing activities
Capital expenditures                             $ (166,463 )     $ (75,837  )
Acquisitions from affiliates                       (465,721 )       (463,232 )
Acquisitions from third parties                    (134,869 )       -
Investments in equity affiliates                 (4,835   )    -        
Net cash used in investing activities           $ (771,888 )   $ (539,069 )
                                                                    
Cash flows from financing activities
Borrowings, net of debt issuance costs           $ 384,946        $ 319,000
Repayments of debt                                 -                (40,000  )
Increase (decrease) in accounts payable, banks     (2,808   )       4,919
Proceeds from issuance of WGP common units,        (2,367   )       -
net of offering expenses
Contributions received from Chipeta
noncontrolling interest owners (including          1,097            9,849
Anadarko)
Distributions to Chipeta noncontrolling            (2,650   )       (5,145   )
interest owners (including Anadarko)
Distributions to WES noncontrolling interest       (28,789  )       (22,155  )
owners
Distributions to WGP unitholders                   (7,852   )       -
Net contributions from (distributions to)        (29,942  )    (8,873   )
Anadarko
Net cash provided by financing activities       $ 311,635     $ 257,595  
                                                                    
Net increase (decrease) in cash and cash         $ (331,092 )     $ (186,941 )
equivalents
Cash and cash equivalents at beginning of        422,556      226,559  
period
Cash and cash equivalents at end of period      $ 91,464      $ 39,618   

^(1)  Financial information has been recast to include results attributable
       to the Non-Operated Marcellus Interest.

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Contact:

Western Gas Partners, LP
Benjamin Fink, CFA
SVP, Chief Financial Officer and Treasurer
832.636.6010
benjamin.fink@westerngas.com
 
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