UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2012

 

 

DCP MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32678   03-0567133

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

370 17 th Street, Suite 2775

Denver, Colorado

  80202
(Address of principal executive offices)   (Zip Code)

(303) 633-2900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On June 14, 2012, DCP Midstream Operating, LP (the “Operating Partnership”) and DCP Midstream Partners, LP (the “Partnership”) entered into a third supplemental indenture (the “Third Supplemental Indenture”) among the Operating Partnership, the Partnership and The Bank of New York Mellon Trust Company, N.A. as trustee, amending the base indenture dated as of September 30, 2010 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated September 30, 2010, and the Second Supplemental Indenture dated March 13, 2012. The Third Supplemental Indenture eliminated certain rights of the Partnership to release the Partnership’s guarantee under the notes issued pursuant to the Base Indenture, and certain rights of any guarantors that are subsidiaries of the Operating Partnership to release any prospective guarantee that such subsidiaries enter into under such notes. A copy of the Third Supplemental Indenture is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.03.

Item 8.01. Other Events.

On March 30, 2012, the Partnership acquired the remaining 66.67% interest in DCP Southeast Texas Holdings, GP, or Southeast Texas, and commodity derivative instruments related to the Southeast Texas storage business. Prior to the acquisition of the additional interest in Southeast Texas, the Partnership owned a 33.33% interest which the Partnership accounted for as an unconsolidated affiliate using the equity method. The acquisition of the remaining 66.67% interest in Southeast Texas represents a transaction between entities under common control and a change in reporting entity. Transfers of net assets or exchanges of shares between entities under common control are accounted for as if the transfer occurred at the beginning of the period, and prior years are retrospectively adjusted to furnish comparative information similar to the pooling method. As a result, the Partnership is providing consolidated financial statements to include our 100% interest in the financial results of Southeast Texas and the natural gas commodity derivatives associated with the storage business for all periods presented.

Included herein as Exhibit 99.3 are the audited consolidated financial statements of the Partnership as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009. These audited consolidated financial statements give retrospective effect to the acquisitions of the 100% interest in Southeast Texas. These audited consolidated financial statements replace Item 8 and the consolidated financial statements of DCP Southeast Texas Holdings, GP included in Item 15 in the Partnership’s 2011 Form 10-K filed with the SEC on February 29, 2012. This 8-K does not affect Item 15 of the Form 10-K as it pertains to the audited consolidated financial statements of Discovery Producer Services LLC. Also, included herein as Exhibit 99.1 is the Selected Financial Data, which replaces Item 6 in the Partnership’s 2011 Form 10-K filed with the SEC on February 29, 2012. Included herein as Exhibit 99.2 is Management’s Discussion and Analysis of Financial Condition and Results of Operations, which relates to the audited consolidated financial statements, and replaces Item 7 in the Partnership’s 2011 Form 10-K filed with the SEC on February 29, 2012. Also, included herein as Exhibit 12.1 is the Ratio of Earnings to Fixed Charges, which replaces Exhibit 12.1 in the Partnership’s 2011 Form 10-K filed with the SEC on February 29, 2012.

Item 9.01. Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits.

 

Exhibit

Number

  

Description

Exhibit 4.1    Third Supplemental Indenture dated as of June 14, 2012 by and between DCP Midstream Operating, LP, DCP Midstream Partners, LP and The Bank of New York Mellon Trust Company, N. A. as trustee, amending the base indenture dated September 30, 2010.
Exhibit 12.1    Ratio of Earnings to Fixed Charges.
Exhibit 23.1    Consent of Deloitte & Touche LLP on Consolidated Financial Statements of DCP Midstream Partners, LP.
Exhibit 99.1    Selected Financial Data.
Exhibit 99.2    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Exhibit 99.3    Consolidated Financial Statements of DCP Midstream Partners, LP.
Exhibit 101    Financial Statements of DCP Midstream Partners, LP for the annual period ended December 31, 2011, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to the Consolidated Financial Statements.

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DCP Midstream Partners, LP
  By:   DCP Midstream GP, LP
    its General Partner
  By:   DCP Midstream GP, LLC
    its General Partner
Date: June 14, 2012  

/s/ Rose M. Robeson

  Name: Rose M. Robeson
  Title:   Senior Vice President and Chief Financial Officer

 

3


EXHIBIT INDEX

 

Exhibit

Number

  

Description

Exhibit 4.1    Third Supplemental Indenture dated as of June 14, 2012 by and between DCP Midstream Operating, LP, DCP Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A. as trustee, amending the base indenture dated September 30, 2010.
Exhibit 12.1    Ratio of Earnings to Fixed Charges.
Exhibit 23.1    Consent of Deloitte & Touche LLP on Consolidated Financial Statements of DCP Midstream Partners, LP.
Exhibit 99.1    Selected Financial Data.
Exhibit 99.2    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Exhibit 99.3    Consolidated Financial Statements of DCP Midstream Partners, LP.
Exhibit 101    Financial Statements of DCP Midstream Partners, LP for the annual period ended December 31, 2011, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to the Consolidated Financial Statements.

 

4

Exhibit 4.1

 

 

DCP MIDSTREAM OPERATING, LP

A S I SSUER ,

DCP MIDSTREAM PARTNERS, LP

A S GUARANTOR

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

A S T RUSTEE

 

 

Third Supplemental Indenture

Dated as of June 14, 2012

to

Indenture

Dated as of September 30, 2010

 

 

 


TABLE OF CONTENTS

 

          Page  
ARTICLE 1 AMENDMENTS      2   
    Section 1.01    Amendment of Section 101 of Original Indenture      2   
    Section 1.02    Amendment of Section 402(4) of Original Indenture      2   
    Section 1.03    Amendment of Section 1604 of Original Indenture      2   
ARTICLE 2 MISCELLANEOUS PROVISIONS      3   
    Section 2.01    Recitals by Company and the Guarantor      3   
    Section 2.02    Ratification and Incorporation of Original Indenture      3   
    Section 2.03    Executed in Counterparts      3   
    Section 2.04    Governing Law; Waiver of Jury Trial      3   
    Section 2.05    Effect of Headings      3   

 

i


THIS THIRD SUPPLEMENTAL INDENTURE (this “ Third Supplemental Indenture ”) is made as of June 14, 2012, by and between DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “ Company ”), DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “ Guarantor ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “ Trustee ”).

W I T N E S S E T H:

WHEREAS, the Company has heretofore entered into an Indenture, dated as of September 30, 2010 (the “ Original Indenture ”), with The Bank of New York Mellon Trust Company, N.A., as Trustee;

WHEREAS, the Original Indenture is incorporated herein by this reference, and the Original Indenture, as amended and supplemented to the date hereof, including by this Third Supplemental Indenture, is herein called the “ Indenture ”;

WHEREAS, all capitalized terms used in this Third Supplemental Indenture that are not otherwise defined herein shall have the meanings given to them in the Indenture;

WHEREAS, the Company has heretofore entered into a First Supplemental Indenture dated as of September 30, 2010, pursuant to which the Company created a series of Securities under the Original Indenture issued in an initial aggregate principal amount of $250,000,000, designated as the 3.25% Senior Notes due 2015 (the “2015 Notes), such series having been guaranteed by the Guarantor;

WHEREAS, the Company has heretofore entered into a Second Supplemental Indenture dated as of March 13, 2012, pursuant to which the Company created a series of Securities under the Original Indenture issued in an initial aggregate principal amount of $350,000,000, designated as the 4.95% Senior Notes due 2022 (the “2022 Notes), such series having been guaranteed by the Guarantor;

WHEREAS, under Section 901 of the Indenture, the Trustee, the Company and the Guarantor (when authorized by or pursuant to Board Resolutions) may, without the consent of any Holders of Securities, enter into a supplemental indenture to the Indenture, in form satisfactory to the Trustee under the circumstances described therein, including to surrender any right or power conferred upon the Company or the Guarantors under the Indenture pursuant to Section 901(2) or to make any change to the Indenture that does not adversely affect the rights of Holders of Outstanding Securities in any material respect pursuant to Section 901(17);

WHEREAS, the Company proposes to amend the Indenture provisions regarding the terms on which the Guarantee of the Guarantor or any future Guarantees of the Guarantor or of Subsidiaries or other Affiliates of the Company may be released or terminated; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Third Supplemental Indenture and to make it the valid and binding obligations of the Company and the Guarantor have been done or performed.


NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

A MENDMENTS

Section 1.01 Amendment of Section 101 of Original Indenture . Section 101 of the Original Indenture is hereby amended by inserting in that Section, after the definition of the term “Subsidiary,” the following definition:

Subsidiary Guarantor ” means a Guarantor that is a Subsidiary of the Company.

Section 1.02 Amendment of Section 402(4) of Original Indenture . Article Four of the Original Indenture is hereby amended and supplemented by deleting Section 402(4) of the Original Indenture and inserting the following language immediately after Section 402(3) of the Original Indenture:

(4) If either defeasance or covenant defeasance occurs with respect to Securities of a particular series that are entitled to the benefits of a Guarantee of any Subsidiary Guarantor, such Guarantee will terminate with respect to that series of Securities.

Section 1.03 Amendment of Section 1604 of Original Indenture . Section 1604 of the Original Indenture is hereby amended and supplemented by deleting Section 1604 of the Original Indenture and inserting the following language immediately after Section 1603 of the Original Indenture:

Section 1604 Release of Subsidiary Guarantors from Guarantee.

(1) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 402 and in this Section 1604. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article Sixteen shall be unconditionally released and discharged (i) following delivery of an Officer’s Certificate to the Trustee to the effect that such release or discharge has occurred pursuant to the terms and conditions of any series of Securities covered by such Guarantee, or (ii) automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Company, of all of the Company’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture).

(2) The Trustee shall deliver an appropriate instrument evidencing any release of a Subsidiary Guarantor from the Guarantee upon receipt of a written

 

2


request of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the Subsidiary Guarantor is entitled to such release in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities entitled to the benefits of the Guarantee as provided in this Indenture, subject to the limitations of Section 1603.”

ARTICLE 2

M ISCELLANEOUS P ROVISIONS

Section 2.01 Recitals by Company and the Guarantor . The recitals in this Third Supplemental Indenture are made by the Company and the Guarantor only and not by the Trustee, and the Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Third Supplemental Indenture as fully and with like effect as if set forth herein in full. The provisions of this Third Supplemental Indenture shall apply to all Securities issued in the future pursuant to the Indenture, and to all Outstanding Securities, including the 2015 Notes and the 2022 Notes.

Section 2.02 Ratification and Incorporation of Original Indenture . As amended and supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument. If and to the extent that the provisions of the Original Indenture are duplicative of, or in contradiction with, the provisions of this Third Supplemental Indenture, the provisions of this Third Supplemental Indenture will govern.

Section 2.03 Executed in Counterparts . This Third Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. Portable Document Format (PDF) or facsimile signatures shall be deemed originals.

Section 2.04 Governing Law; Waiver of Jury Trial . THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE. EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 2.05 Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.

 

3


IN WITNESS WHEREOF, each party hereto has caused this Third Supplemental Indenture to be signed in its name and behalf by its duly authorized signatory, all as of the day and year first above written.

 

DCP MIDSTREAM OPERATING, LP
By:   DCP Midstream Operating, LLC, its general partner
  By:  

/s/ Rose M. Robeson

  Name:   Rose M. Robeson
  Title:   Senior Vice President and Chief Financial Officer
DCP MIDSTREAM PARTNERS, LP
By:   DCP Midstream GP, LP, its general partner
  By:   DCP Midstream GP, LLC, its general partner
    By:  

/s/ Rose M. Robeson

    Name:   Rose M. Robeson
    Title:   Senior Vice President and Chief Financial Officer

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:  

/s/ Richard Tarnas

Name:   Richard Tarnas
Title:   Vice President

[signature page to Third Supplemental Indenture]

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth the calculation of Ratios of Earnings to Fixed Charges.

 

     DCP Midstream Partners, LP  
     Three Months
Ended

March  31,
    Year Ended December 31,  
     2012     2011     2010     2009     2008     2007  
           (Millions)                          

Earnings from continuing operations before fixed charges

            

Pretax income (loss) from continuing operations before earnings from unconsolidated affiliates

   $ 17.8      $ 98.6      $ 68.9      $ (11.4   $ 159.2      $ 8.9   

Fixed charges

     13.8        36.0        29.9        30.3        33.6        27.0   

Amortization of capitalized interest

     0.2        0.2        0.1        0.1        0.1        —     

Distributed earnings from unconsolidated affiliates

     5.6        22.7        23.8        18.6        18.2        23.5   

Less:

            

Capitalized interest

     (1.2     (1.6     (0.2     (1.3     (0.3     (0.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from continuing operations before fixed charges

   $ 36.2      $ 155.9      $ 122.5      $ 36.3      $ 210.8      $ 59.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fixed charges

            

Interest expense, net of capitalized interest

   $ 12.2      $ 33.2      $ 28.8      $ 28.3      $ 32.6      $ 26.0   

Capitalized interest

     1.2        1.6        0.2        1.3        0.3        0.2   

Estimate of interest within rental expense

     0.1        0.5        0.6        0.5        0.5        0.6   

Amortization of deferred loan costs

     0.3        0.7        0.3        0.2        0.2        0.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed charges

   $ 13.8      $ 36.0      $ 29.9      $ 30.3      $ 33.6      $ 27.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of earnings to fixed charges

     2.62        4.33        4.10        1.20        6.27        2.19   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For purposes of determining the ratio of earnings to fixed charges, earnings are defined as pretax income or loss from continuing operations before earnings from unconsolidated affiliates, plus fixed charges, plus distributed earnings from unconsolidated affiliates, less capitalized interest. Fixed charges consist of interest expensed, capitalized interest, amortization of deferred loan costs, and an estimate of the interest within rental expense.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-142271 on Form S-8 and Registration Statement Nos. 333-167108 and 333-175047 on Form S-3 of our report dated February 29, 2012 (June 14, 2012 as to Notes 1, 4 and 23) relating to the consolidated financial statements of DCP Midstream Partners, LP and subsidiaries (which report expresses an unqualified opinion including explanatory paragraphs referring to (a) the preparation of the portion of the DCP Midstream Partners, LP consolidated financial statements attributable to Discovery Producer Services, LLC, (b) the retrospective adjustment for the 100% ownership in DCP Southeast Texas Holdings, GP, of which 33.33% was acquired on January 1, 2011 and 66.67% was acquired on March 30, 2012, respectively, from DCP Midstream, LLC, which was accounted for in a manner similar to a pooling of interests, and (c) the preparation of the portion of the consolidated financial statements attributable to DCP Southeast Texas Holdings, GP from the separate records maintained by DCP Midstream, LLC, and (d) the retrospective adjustment for changes to the preliminary purchase price allocation for Marysville Hydrocarbon Holdings, Inc.) appearing in this Current Report on Form 8-K of DCP Midstream Partners, LP dated June 14, 2012.

/S/ Deloitte & Touche LLP

Denver, Colorado

June 14, 2012

Exhibit 99.1

Selected Financial Data

The following table shows our selected financial data for the periods and as of the dates indicated, which is derived from the consolidated financial statements. These consolidated financial statements include our accounts, which have been combined with the historical assets, liabilities and operations of our initial 25% limited liability company interest in DCP East Texas Holdings, LLC, or East Texas; our 40% limited liability company interest in Discovery Producer Services, LLC, or Discovery, and a non-trading derivative instrument, or the Swap, which DCP Midstream, LLC entered into in March 2007, which we acquired from DCP Midstream, LLC in July 2007; our additional 25.1% limited liability interest in East Texas, which we acquired from DCP Midstream, LLC in April 2009; our 100% interest in DCP Southeast Texas Holdings, GP, or Southeast Texas, of which 33.33% and 66.67% was a acquired from DCP Midstream, LLC in January 2011 and March 2012, respectively; and commodity derivative instruments related to the Southeast Texas storage business, which we acquired from DCP Midstream, LLC in March 2012. Prior to our acquisition of the remaining 66.67% interest in Southeast Texas, we accounted for our initial 33.33% interest as an unconsolidated affiliate using the equity method of accounting. Subsequent to our acquisition of the remaining 66.67% interest in Southeast Texas, we own 100% of Southeast Texas which we account for as a consolidated subsidiary. These transactions were among entities under common control and represented a change in reporting entity; accordingly, our financial information includes the historical results of entities and interests contributed to us by DCP Midstream, LLC for all periods presented. The information contained herein should be read together with, and is qualified in its entirety by reference to, the consolidated financial statements and the accompanying notes included elsewhere in this Form 8-K.

Our operating results incorporate a number of significant estimates and uncertainties. Such matters could cause the data included herein to not be indicative of our future financial conditions or results of operations. A discussion on our critical accounting estimates is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” In Exhibit 99.2 to this Form 8-K.


The table should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

     Year Ended December 31,  
     2011(a)     2010 (a)     2009 (a)     2008 (a)     2007 (a)  
     (Millions, except per unit amounts)  

Statements of Operations Data:

          

Sales of natural gas, propane, NGLs and condensate

   $ 2,178.5      $ 1,975.1      $ 1,429.3      $ 2,791.1      $ 2,274.5   

Transportation, processing and other

     172.2        130.3        104.9        96.9        68.8   

Gains (losses) from commodity derivative activity, net (b)

     7.7        3.0        (56.3     84.6        (79.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues (c)

     2,358.4        2,108.4        1,477.9        2,972.6        2,263.5   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

          

Purchases of natural gas, propane and NGLs

     1,933.0        1,783.1        1,248.3        2,546.4        2,031.5   

Operating and maintenance expense

     125.7        98.3        84.2        95.0        73.5   

Depreciation and amortization expense

     100.6        88.1        76.9        65.0        51.2   

General and administrative expense

     48.3        45.8        43.1        43.9        48.5   

Step acquisition — equity interest re-measurement gain

     —          (9.1     —          —          —     

Other (income) expense

     (0.5     (2.0     0.5        0.3        —     

Other income — affiliates

     —          (3.0     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     2,207.1        2,001.2        1,453.0        2,750.6        2,204.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     151.3        107.2        24.9        222.0        58.8   

Interest income

     —          —          0.3        6.1        5.6   

Interest expense

     (33.9     (29.1     (28.3     (32.8     (25.7

Earnings from unconsolidated affiliates (d)

     22.7        23.8        18.5        18.2        24.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     140.1        101.9        15.4        213.5        63.4   

Income tax expense

     (0.5     (1.5     (1.0     (1.3     (1.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     139.6        100.4        14.4        212.2        61.9   

Net income attributable to noncontrolling interests

     (18.8     (9.2     (8.3     (36.1     (29.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to partners

   $ 120.8      $ 91.2      $ 6.1      $ 176.1      $ 32.1   

Less:

          

Net income attributable to predecessor operations (e)

     (20.4     (43.2     (24.2     (50.4     (4.9

General partner interest in net income

     (25.2     (16.9     (12.7     (13.0     (3.9
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) allocable to limited partners

   $ 75.2      $ 31.1      $ (30.8   $ 112.7      $ (23.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per limited partner unit-basic

   $ 1.73      $ 0.86      $ (0.99   $ 4.11      $ (1.14
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per limited partner unit-diluted

   $ 1.72      $ 0.86      $ (0.99   $ 4.11      $ (1.14
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


     Year Ended December 31,  
     2011 (a)      2010 (a)      2009 (a)      2008 (a)      2007 (a)  
     (Millions, except per unit amounts)  

Balance Sheet Data (at period end):

              

Property, plant and equipment, net

   $ 1,499.4       $ 1,378.6       $ 1,225.3       $ 1,106.1       $ 963.2   

Total assets

   $ 2,277.4       $ 2,147.2       $ 1,805.6       $ 1,745.1       $ 1,746.5   

Accounts payable

   $ 278.5       $ 211.0       $ 195.3       $ 154.5       $ 316.4   

Long-term debt

   $ 746.8       $ 647.8       $ 613.0       $ 656.5       $ 630.0   

Partners’ equity

   $ 885.9       $ 855.9       $ 590.0       $ 612.7       $ 465.6   

Noncontrolling interests

   $ 212.4       $ 220.1       $ 227.7       $ 167.7       $ 155.1   

Total equity

   $ 1,098.3       $ 1,076.0       $ 817.7       $ 780.4       $ 620.7   

Other Information:

              

Cash distributions declared per unit

   $ 2.548       $ 2.438       $ 2.400       $ 2.390       $ 2.115   

Cash distributions paid per unit

   $ 2.515       $ 2.420       $ 2.400       $ 2.360       $ 1.975   

 

(a) Includes the effect of the following acquisitions prospectively from their respective dates of acquisition: (1) our Southern Oklahoma system acquired in May 2007; (2) certain subsidiaries of Momentum Energy Group, Inc. acquired in August 2007; (3) Michigan Pipeline & Processing, LLC acquired in October 2008; (4) certain companies acquired from MichCon Pipeline Company in November 2009; (5) the Wattenberg pipeline acquired from Buckeye Partners, L.P. in January 2010; (6) an additional 5% interest in Collbran Valley Gas Gathering LLC, acquired from Delta Petroleum Company in February 2010; (7) the Raywood processing plant and Liberty gathering system acquired in June 2010; (8) an additional 50% interest in Black Lake Pipeline Company, or Black Lake, acquired from an affiliate of BP PLC in July 2010; (9) Atlantic Energy acquired from UGI Corporation in July 2010; (10) Marysville Hydrocarbons Holdings, LLC acquired on December 30, 2010; and (11) the DJ Basin NGL Fractionators acquired in March 2011.

Prior to our acquisition of an additional 50% interest in Black Lake, in July 2010, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction we account for Black Lake as a consolidated subsidiary.

 

(b) Includes the effect of the commodity derivative instruments related to the Southeast Texas storage business acquired from DCP Midstream, LLC in March 2012; the NGL Hedge acquired from DCP Midstream, LLC in April 2009; and the Swap entered into by DCP Midstream, LLC in March 2007 and contributed to us in July 2007. The NGL Hedge is a fixed price natural gas liquids derivative by NGL component which commenced in April 2009 and expired in March 2010. The Swap was for a total of 1.9 MMBls at $66.72 per Bbl.
(c) Prior to the acquisition of the remaining 49.9% limited liability company interest in East Texas in January 2012, we hedged the proportionate ownership of East Texas. Results shown include the unhedged portion of East Texas owned by DCP Midstream, LLC. Our consolidated results depict 75% of East Texas unhedged in all periods prior to the second quarter of 2009 and 49.9% of East Texas unhedged for all periods subsequent to the first quarter of 2009.
(d) Includes the 40% limited liability company interest in Discovery from DCP Midstream, LLC for all periods presented, as well as our proportionate share of the earnings of Black Lake through July 2010. Earnings for Discovery and Black Lake include the amortization of the net difference between the carrying amount of the investments and the underlying equity of the investments.
(e) Includes the net income attributable to our initial 25% limited liability company interest in East Texas; 40% limited liability company interest in Discovery, and the Swap prior to the date of our acquisition from DCP Midstream, LLC in July 2007; an additional 25.1% limited liability company interest in East Texas prior to the date of our acquisition from DCP Midstream, LLC in April 2009; the initial 33.33% interest in Southeast Texas prior to the date of our acquisition from DCP Midstream, LLC in January 2011; and the remaining 66.67% interest in Southeast Texas and commodity derivative instruments prior to the date of our acquisition from DCP Midstream, LLC in March 2012.

Exhibit 99.2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion analyzes our financial condition and results of operations. You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and notes included elsewhere in this Form 8-K. We refer to the assets, liabilities and operations of DCP East Texas Holdings, LLC, or East Texas, prior to our acquisition of an additional 25.1% limited liability company interest from DCP Midstream, LLC in April 2009, and DCP Southeast Texas Holdings, GP, or Southeast Texas, prior to our 33.33% and 66.67% acquisitions from DCP Midstream, LLC in January 2011 and March 2012, respectively, as our “predecessor”.

Overview

We are a Delaware limited partnership formed by DCP Midstream, LLC to own, operate, acquire and develop a diversified portfolio of complementary midstream energy assets. Our operations are organized into three business segments: Natural Gas Services, NGL Logistics and Wholesale Propane Logistics.

Crude oil and natural gas liquids prices continue to be volatile, but have generally remained at favorable levels, while natural gas prices have declined substantially. Natural gas drilling activity levels vary by geographic area, but in general, drilling remains robust in areas with liquids rich gas. Drilling remains depressed in certain areas with dry gas where low natural gas prices currently do not support the economics of drilling. However, advances in technology, such as horizontal drilling and fractionation in shale plays, have led to certain geographic areas becoming increasingly accessible. Our long-term view is that commodity prices will be at levels that we believe will support sustained or increasing levels of domestic natural gas production.

The global economic outlook, particularly the European debt crisis, has become a cause for concern for US financial markets as businesses and investors alike struggle to determine the impact these troubled nations will have domestically. A slowdown in economic growth or a potential liquidity crunch may lead to further declines in commodity prices. Until an outcome in Europe is reached, this uncertainty may contribute to continuing volatility in financial and commodity markets.

Despite a somewhat tepid economy, increased activity levels in liquids rich gas basins combined with access to capital markets at relatively low historical cost have enabled us to continue executing our multi-faceted growth strategy, with an emphasis on co-investment with DCP Midstream, LLC. Co-investment opportunities announced to date are approximately $700.0 million.

On January 1, 2011, we acquired a 33.33% interest in Southeast Texas from DCP Midstream, LLC for $150.0 million. The Southeast Texas system is a fully integrated midstream business which includes 675 miles of natural gas pipelines, three natural gas processing plants totaling 400 MMcf/d of processing capacity, natural gas storage assets with 9 Bcf of existing storage capacity, and NGL market deliveries direct to Exxon Mobil and to Mont Belvieu via our Black Lake NGL pipeline. On March 30, 2012, we closed on the previously announced acquisition of the remaining 66.67% interest in the Southeast Texas joint venture for $240.0 million.

On March 24, 2011, we acquired two NGL fractionation facilities, or DJ Basin NGL Fractionators, for $30.0 million. The DJ Basin NGL Fractionators, which provide fee-based margins under a long-term contract, are co-located with and operated by DCP Midstream, LLC.

The Wattenberg NGL pipeline capital expansion project, which provides fee-based margins and is part of a larger strategic investment for DCP Midstream, LLC in the DJ Basin, was completed during the second quarter.

On August 1, 2011, we reached an agreement with DCP Midstream, LLC for us to construct a 200 MMcf/d cryogenic natural gas processing plant, or the Eagle Plant, in the Eagle Ford shale. The Eagle Plant, which represents an investment of approximately $120.0 million, will enhance DCP Midstream, LLC’s existing South Texas system comprised of 5 natural gas processing plants totaling approximately 800 MMcf/d of capacity. The Eagle Plant will be the enterprise’s most efficient plant in the Eagle Ford shale. DCP Midstream, LLC will provide upstream and downstream interconnects to the plant. In support of our construction of the Eagle Plant, we entered into a 15 year fee-based processing agreement with an affiliate of DCP Midstream, LLC, which provides us with a fixed demand charge for 150 MMcf/d along with a throughput fee on all volumes processed. The Eagle Plant is expected to be online by the fourth quarter of 2012.

 

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On November 4, 2011, we entered into agreements with DCP Midstream, LLC, to acquire the remaining 49.9% interest in East Texas for $165.0 million. This acquisition closed on January 3, 2012.

In addition to co-investment opportunities with DCP Midstream, LLC, we have continued to capture growth opportunities in our footprint. In January 2012, Williams Partners and DCP Midstream Partners announced a $600.0 million expansion plan for the Discovery natural gas gathering pipeline system in the deepwater Gulf of Mexico. The project, which is expected to be completed in mid-2014, is supported by long-term, fee-based contracts with producers in the Lucius and Hadrian South producing fields. Our 40% ownership interest in Discovery represents a $240.0 million capital project for the Partnership.

We successfully executed our acquisition integration efforts for the two DJ Basin acquisitions, as well as for the Marysville NGL storage facility, the Chesapeake wholesale propane terminal and the Black Lake NGL pipeline, according to plan and are achieving results in line with our expectations.

Our capital markets execution has positioned us well in terms of both liquidity and cost of capital to execute our growth plans, including co-investment opportunities with DCP Midstream, LLC. In November 2011, we entered into a new $1.0 billion, five-year revolving credit facility. In 2011, we raised $169.9 million in capital through a public equity offering and issuance of common units under our equity distribution agreement, which was used to finance a portion of our growth opportunities.

Financial results and distribution growth for the year were in line with our previously provided 2011 forecast. We raised our distributions for all four quarters, resulting in a 5.3% increase in our quarterly distribution rate over the rate declared in the fourth quarter of 2010. The distributions reflect our business results as well as our recent execution on growth opportunities.

General Trends and Outlook

In 2012, our strategic objectives will continue to focus on maintaining stable distributable cash flows from our existing assets and executing on growth opportunities to increase our long-term distributable cash flows. We believe the key elements to stable distributable cash flows are the diversity of our asset portfolio, our significant fee-based business representing approximately 60% of our estimated margins, plus our highly hedged commodity position, the objective of which is to protect against downside risk in our distributable cash flows.

We incur capital expenditures for our consolidated entities and our unconsolidated affiliates. We anticipate maintenance capital expenditures of between $15.0 million and $20.0 million, and expenditures for expansion capital of between $250.0 million and $300.0 million, for the year ending December 31, 2012. Expansion capital expenditures include construction of the Eagle Plant, Discovery’s Keathley Canyon, which is shown as investments in unconsolidated affiliates, expansion and upgrades to our East Texas complex and acquisition integration projects. The board of directors may approve additional growth capital during the year, at their discretion.

In 2012, we expect to continue to pursue a multi-faceted growth strategy, which may include executing on organic opportunities around our footprint, third party acquisitions, and investment opportunities with or from our general partner in order to grow our distributable cash flows.

We anticipate our business to continue to be affected by the following key trends. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about or interpretations of available information prove to be incorrect, our actual results may vary materially from our expected results.

 

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Natural Gas Gathering and Processing Margins — Except for our fee-based contracts, which may be impacted by throughput volumes, our natural gas gathering and processing profitability is dependent upon commodity prices, natural gas supply, and demand for natural gas, NGLs and condensate. Commodity prices, which are impacted by the balance between supply and demand, have historically been volatile. Throughput volumes could decline, particularly in areas with lower NGL content, should natural gas prices and drilling levels continue to experience weakness. Our long-term view is that as economic conditions improve, commodity prices should remain at levels that would support continued natural gas production in the United States. During 2011, petrochemical demand remained strong for NGLs as NGLs were a lower cost feedstock when compared to crude oil derived feedstocks. We anticipate this continuing in 2012.

Wholesale Propane Supply and Demand — Due to our multiple propane supply sources, propane supply contractual arrangements, significant storage capabilities, and multiple terminal locations for wholesale propane delivery, we are generally able to provide our retail propane distribution customers with reliable supplies of propane during peak demand periods of tight supply, usually in the winter months when their retail customers consume the most propane for home heating.

Factors That May Significantly Affect Our Results

Transfers of net assets between entities under common control that represent a change in reporting entity are accounted for as if the transfer occurred at the beginning of the period, and prior years are retrospectively adjusted to furnish comparative information similar to the pooling method. Accordingly, our consolidated financial statements have been adjusted to include the historical results of our 25.1% limited liability company interest in East Texas and 100% interest in Southeast Texas for all periods presented, similar to the pooling method. The financial statements of our predecessor have been prepared from the separate records maintained by DCP Midstream, LLC and may not necessarily be indicative of the conditions that would have existed or the results of operations if our predecessor had been operated as an unaffiliated entity.

Natural Gas Services Segment

Our results of operations for our Natural Gas Services segment are impacted by (1) increases and decreases in the volume and quality of natural gas that we gather and transport through our systems, which we refer to as throughput, (2) the associated Btu content of our system throughput and our related processing volumes, (3) the prices of and relationship between commodities such as NGLs, crude oil and natural gas, (4) the operating efficiency and reliability of our processing facilities, (5) potential limitations on throughput volumes arising from downstream and infrastructure capacity constraints, (6) the terms of our processing contract arrangements with producers, and (7) increases and decreases in the volume, price and basis differentials of natural gas associated with our natural gas storage and pipeline assets, as well as our underlying derivatives associated with this business.

Throughput and operating efficiency generally are driven by wellhead production, plant recoveries, operating availability of our facilities, physical integrity and our competitive position on a regional basis, and more broadly by demand for natural gas, NGLs and condensate. Historical and current trends in the price changes of commodities may not be indicative of future trends. Throughput and prices are also driven by demand and take-away capacity for residue natural gas and NGLs.

Our processing contract arrangements can have a significant impact on our profitability and cash flow. Our actual contract terms are based upon a variety of factors, including natural gas quality, geographic location, the commodity pricing environment at the time the contract is executed, customer requirements and competition from other midstream service providers. Our gathering and processing contract mix and, accordingly, our exposure to natural gas, NGL and condensate prices, may change as a result of producer preferences, impacting our expansion in regions where certain types of contracts are more common as well as other market factors.

The capacity on certain downstream NGL and natural gas infrastructure has tightened in recent periods and can be further constrained seasonally or when there is severe weather. Constrained market outlets may restrict us from operating our facilities optimally.

Our Natural Gas Services segment operating results are impacted by market conditions causing variability in natural gas, crude oil and NGL prices. The midstream natural gas industry is cyclical, with the operating results of companies in the industry significantly affected by the prevailing price of NGLs. Although the prevailing price of residue natural gas has less short-term significance to our operating results than the price of NGLs, in the long-term, the growth and sustainability of our business depends on commodity prices being at levels sufficient to provide incentives and capital for producers to explore and produce natural gas.

The prices of NGLs, crude oil and natural gas can be extremely volatile for periods of time, and may not always have a close relationship. Due to our hedging program, changes in the relationship of the price of NGLs and crude oil may cause our commodity

 

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price exposure to vary, which we have attempted to capture in our commodity price sensitivities in “— Quantitative and Qualitative Disclosures about Market Risk.” Our results may also be impacted as a result of non-cash lower of cost or market inventory or imbalance adjustments, which occur when the market value of commodities decline below our carrying value.

The natural gas services business is highly competitive in our markets and includes major integrated oil and gas companies, interstate and intrastate pipelines, and companies that gather, compress, treat, process, transport, store and/or market natural gas. Competition is often the greatest in geographic areas experiencing robust drilling by producers and during periods of high commodity prices for crude oil, natural gas and/or natural gas liquids. Competition is also increased in those geographic areas where our commercial contracts with our customers are shorter in length of term and therefore must be renegotiated on a more frequent basis.

NGL Logistics Segment

Our NGL Logistics segment operating results are impacted by the throughput volumes of the NGLs we transport on our NGL pipelines and the volumes of NGLs we fractionate and store in our fractionation and storage facilities. We transport, fractionate and store NGLs primarily on a fee basis. Throughput may be negatively impacted as a result of our customers operating their processing plants in ethane rejection mode, often as a result of low commodity prices for ethane. Factors that impact the supply and demand of NGLs, as described above in our Natural Gas Services segment, may also impact the throughput and volume for our NGL Logistics segment. Our results may also be impacted as a result of non-cash lower of cost or market inventory adjustments, which occur when the market value of NGLs decline below our carrying value.

Wholesale Propane Logistics Segment

Our Wholesale Propane Logistics segment operating results are impacted by our ability to provide our retail propane distribution customers with reliable supplies of propane. We use physical inventory, physical purchase agreements and financial derivative instruments, with DCP Midstream, LLC or third parties, which typically match the quantities of propane subject to fixed price sales agreements to mitigate our commodity price risk. Our results may also be impacted as a result of non-cash lower of cost or market inventory adjustments, which occur when the market value of propane declines below our inventory value. We generally recover lower of cost or market inventory adjustments in subsequent periods through the sale of inventory. There may be positive or negative impacts on sales volumes and gross margin from supply disruptions and weather conditions in the mid-Atlantic, upper midwestern and northeastern areas of the United States. Our annual sales volumes of propane may decline when these areas experience periods of milder weather in the winter months. Volumes may also be impacted by conservation and reduced demand in a recessionary environment.

The wholesale propane business is highly competitive in our market areas which include the mid-Atlantic, upper midwest and northeastern areas of the United States. Our competitors include major integrated oil and gas and energy companies, and interstate and intrastate pipelines.

Weather

The economic impact of severe weather may negatively affect the nation’s short-term energy supply and demand, and may result in commodity price volatility. Additionally, severe weather may restrict or prevent us from fully utilizing our assets, by damaging our assets, interrupting utilities, and through possible NGL and natural gas curtailments downstream of our facilities, which restricts our production. These impacts may linger past the time of the actual weather event. Severe weather may also impact the supply availability and propane demand in our Wholesale Propane Logistics segment. Although we carry insurance on the vast majority of our assets, insurance may be inadequate to cover our loss in some instances, and in certain circumstances we have been unable to obtain insurance on commercially reasonable terms, if at all.

Capital Markets

Volatility in the capital markets may impact our business in multiple ways, including limiting our producers’ ability to finance their drilling programs and limiting our ability to fund our operations through acquisitions or organic growth projects. These events may impact our counterparties’ ability to perform under their credit or commercial obligations. Where possible, we have obtained additional collateral agreements, letters of credit from highly rated banks, or have managed credit lines, to mitigate a portion of these risks.

 

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Impact of Inflation

Inflation has been relatively low in the United States in recent years. However, the inflation rates impacting our business fluctuate throughout the broad economic and energy business cycles. Consequently, our costs for chemicals, utilities, materials and supplies, labor and major equipment purchases may increase during periods of general business inflation or periods of relatively high energy commodity prices.

Other

The above factors, including sustained deterioration in commodity prices, volumes or other market declines, including a decline in our unit price, may negatively impact our results of operations, and may increase the likelihood of a non-cash impairment charge or non-cash lower of cost or market inventory adjustments.

Recent Events

On January 3, 2012, we entered into a 2-year Term Loan Agreement with Wells Fargo Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as lenders. We borrowed $135.0 million under the term loan on January 3, 2012, which was used to fund the acquisition of the remaining 49.9% interest in East Texas.

On January 3, 2012, we completed the acquisition of the remaining 49.9% interest in East Texas from DCP Midstream for aggregate consideration of $165.0 million, subject to certain working capital and other customary purchase price adjustments. The transaction was financed at closing through the execution of a term loan and the issuance of 727,520 common units to DCP Midstream, LLC. Prior to the contribution of the additional interest in East Texas, we owned a 50.1% interest which we accounted for as a consolidated subsidiary. The contribution of the remaining 49.9% interest in East Texas represents a transaction between entities under common control, but does not represent a change in reporting entity. Accordingly, we will include the results of the remaining 49.9% interest in East Texas prospectively from the date of contribution.

On January 18, 2012, we, along with Williams Partners L.P., announced a planned expansion of the Discovery natural gas gathering pipeline system in the deepwater Gulf of Mexico. Discovery intends to construct the Keathley Canyon Connector, a 20-inch diameter, 215-mile subsea natural gas gathering pipeline for production from the Keathley Canyon, Walker Ridge and Green Canyon areas in the central deepwater Gulf of Mexico. The Keathley Canyon Connector will originate in the southeast portion of the Keathley Canyon area and terminate into Discovery’s 30-inch diameter mainline near South Timbalier Block 283. The pipeline will be capable of gathering more than 400 MMcf/d of natural gas. Discovery has signed long-term fee-based agreements with the Lucius and Hadrian South owners for natural gas gathering and processing for production from those fields. Construction on the project is expected to begin in 2013, with a mid-2014 expected in-service date. Total capital expenditures for the Keathley Canyon Connector are estimated to be approximately $600.0 million, of which our portion is approximately $240.0 million.

On January 26, 2012, the board of directors of the general partner declared a quarterly distribution of $0.65 per unit, payable on February 14, 2012 to unitholders of record on February 7, 2012.

On March 30, 2012, we acquired the remaining 66.67% interest in Southeast Texas for aggregate consideration of $240.0 million, subject to certain working capital and other customary purchase price adjustments. $192.0 million of the aggregate purchase price was financed with a portion of the net proceeds from our 4.95% 10-year Senior Notes offering. The remaining $48.0 million consideration was financed by the issuance at closing of an aggregate of 1,000,417 of our common units. DCP Midstream, LLC also provided fixed price NGL commodity derivatives, valued at $39.5 million, for the three year period subsequent to closing the newly acquired interest. Certain of the NGL commodity derivatives were valued at $24.6 million and represent consideration for the termination of a fee-based storage arrangement we had with DCP Midstream, LLC in conjunction with our initial 33.33% interest in Southeast Texas; the remaining portion of the commodity derivatives, valued at $14.9 million, mitigate a portion of our currently anticipated commodity price risk associated with the gathering and processing portion of the 66.67% interest in Southeast Texas acquired on March 30, 2012. Prior to the acquisition of the additional interest in Southeast Texas, we owned a 33.33% interest which we accounted for as an unconsolidated affiliate using the equity method. The acquisition of the remaining 66.67% interest in Southeast Texas represents a transaction between entities under common control and a change in reporting entity. Accordingly, our consolidated financial statements have been adjusted to retrospectively include the historical results of our 100% interest in Southeast Texas and the NGL commodity derivatives associated with the storage business for all periods presented, similar to the pooling method.

 

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Our Operations

We manage our business and analyze and report our results of operations on a segment basis. Our operations are divided into our Natural Gas Services segment, our NGL Logistics segment and our Wholesale Propane Logistics segment.

Natural Gas Services Segment

Results of operations from our Natural Gas Services segment are determined primarily by the volumes of natural gas gathered, compressed, treated, processed, transported, stored and sold through our gathering, processing and pipeline systems; the volumes of NGLs and condensate sold; and the level of our realized natural gas, NGL and condensate prices. We generate our revenues and our gross margin for our Natural Gas Services segment principally from contracts that contain a combination of the following arrangements:

 

   

Fee-based arrangements — Under fee-based arrangements, we receive a fee or fees for one or more of the following services: gathering, compressing, treating, processing, transporting or storing natural gas. Our fee-based arrangements include natural gas purchase arrangements pursuant to which we purchase natural gas at the wellhead or other receipt points, at an index related price at the delivery point less a specified amount, generally the same as the transportation fees we would otherwise charge for transportation of natural gas from the wellhead location to the delivery point. The revenues we earn are directly related to the volume of natural gas or NGLs that flows through our systems and are not directly dependent on commodity prices. However, to the extent a sustained decline in commodity prices results in a decline in volumes, our revenues from these arrangements would be reduced.

 

   

Percent-of-proceeds/liquids arrangements — Under percent-of-proceeds arrangements, we generally purchase natural gas from producers at the wellhead, or other receipt points, gather the wellhead natural gas through our gathering system, treat and process the natural gas, and then sell the resulting residue natural gas, NGLs and condensate based on index prices from published index market prices. We remit to the producers either an agreed-upon percentage of the actual proceeds that we receive from our sales of the residue natural gas, NGLs and condensate, or an agreed-upon percentage of the proceeds based on index related prices for the natural gas, NGLs and condensate, regardless of the actual amount of the sales proceeds we receive. We keep the difference between the proceeds received and the amount remitted back to the producer. Under percent-of-liquids arrangements, we do not keep any amounts related to residue natural gas proceeds and only keep amounts related to the difference between the proceeds received and the amount remitted back to the producer related to NGLs and condensate. Certain of these arrangements may also result in our returning all or a portion of the residue natural gas and/or the NGLs to the producer, in lieu of returning sales proceeds. Additionally, these arrangements may include fee-based components. Our revenues under percent-of-proceeds arrangements relate directly with the price of natural gas, NGLs and condensate. Our revenues under percent-of-liquids arrangements relate directly with the price of NGLs and condensate

In addition to the above contract types, we have keep-whole arrangements, which are estimated to generate less than 4% of our gross margin. Our equity method investment in Discovery, also has keep-whole arrangements. Under the terms of a keep-whole processing contract, natural gas is gathered from the producer for processing, the NGLs and condensate are sold and the residue natural gas is returned to the producer with a Btu content equivalent to the Btu content of the natural gas gathered. This arrangement keeps the producer whole to the thermal value of the natural gas received. Under this type of contract, we are exposed to the frac spread. The frac spread is the difference between the value of the NGLs and condensate extracted from processing and the value of the Btu equivalent of the residue natural gas. We benefit in periods when NGL and condensate prices are higher relative to natural gas prices when that frac spread exceeds our operating costs. Fluctuations in commodity prices are expected to continue to impact the operating costs of these entities.

The natural gas supply for our gathering pipelines and processing plants is derived primarily from natural gas wells located in Colorado, Louisiana, Michigan, Oklahoma, Texas, Wyoming and the Gulf of Mexico. The Pelico system also receives natural gas produced in Texas through its interconnect with other pipelines that transport natural gas from Texas into western Louisiana. These areas have historically experienced significant levels of drilling activity, providing us with opportunities to access newly developed natural gas supplies. We identify primary suppliers as those individually representing 10% or more of our total natural gas supply. We had one supplier of natural gas representing 10% or more of our total natural gas supply during the year ended December 31, 2011. We actively seek new supplies of natural gas, both to offset natural declines in the production from connected wells and to increase throughput volume. We obtain new natural gas supplies in our operating areas by contracting for production from new wells, connecting new wells drilled on dedicated acreage, or by obtaining natural gas that has been directly received or released from other gathering systems.

 

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We sell natural gas to marketing affiliates of natural gas pipelines, marketing affiliates of integrated oil companies, marketing affiliates of DCP Midstream, LLC, national wholesale marketers, industrial end-users and gas-fired power plants. We typically sell natural gas under market index related pricing terms. The NGLs extracted from the natural gas at our processing plants are sold at market index prices to DCP Midstream, LLC or its affiliates, or to third parties. In addition, under our merchant arrangements, we use a subsidiary of DCP Midstream, LLC as our agent to purchase natural gas from third parties at pipeline interconnect points, as well as residue gas from our Minden and Ada processing plants, and then resell the aggregated natural gas to third parties.

We manage the commodity price risk of our supply portfolio and sales portfolio with both physical and financial transactions. As a service to our customers, we may enter into physical fixed price natural gas purchases and sales, utilizing financial derivatives to swap this fixed price risk back to market index. We manage commodity price risk related to our natural gas storage and pipeline assets through our commodity derivative program. The commercial activities related to our natural gas storage and pipeline assets primarily consist of the purchase and sale of gas and associated time spreads and basis spreads.

A time spread transaction is executed by establishing a long gas position at one point in time and establishing an equal short gas position at a different point in time. Time spread transactions allow us to lock in a margin supported by the injection, withdrawal, and storage capacity of our natural gas storage assets. We may execute basis spread transactions to mitigate the risk of sale and purchase price differentials across our system. A basis spread transaction allows us to lock in a margin on our physical purchases and sales of gas, including injections and withdrawals from storage.

NGL Logistics Segment

Our pipelines, fractionation facilities and storage facility provide transportation, fractionation and storage services for customers, primarily on a fee basis. We have entered into contractual arrangements with DCP Midstream, LLC and others that generally require customers to pay us to transport or store NGLs pursuant to a fee-based rate that is applied to volumes. Therefore, the results of operations for this business segment are generally dependent upon the volume of product transported, fractionated or stored and the level of fees charged to customers. We do not take title to the products transported on our NGL pipelines, fractionated in our fractionation facilities or stored in our storage facility; rather, the customer retains title and the associated commodity price risk. DCP Midstream, LLC provides 100% of volumes transported on the Wattenberg, Seabreeze and Wilbreeze pipelines. For the Black Lake pipeline, any line loss or gain in NGLs is allocated to the shipper. The volumes of NGLs transported on our pipelines are dependent on the level of production of NGLs from processing plants connected to our NGL pipelines. When natural gas prices are high relative to NGL prices, it is less profitable to process natural gas because of the higher value of natural gas compared to the value of NGLs and because of the increased cost of separating the NGLs from the natural gas. As a result, we have experienced periods in the past, in which higher natural gas prices reduce the volume of NGLs extracted at plants connected to our NGL pipelines and, in turn, lower the NGL throughput on our assets. In the transportation markets we serve, our pipelines are the sole pipeline facility transporting NGLs from the supply source. DCP Midstream, LLC, the largest gatherer and processor in the DJ Basin, delivers NGLs to our fractionation facilities under a long-term fractionation agreement. Our storage facility in Marysville, Michigan provides storage and related services primarily to depositories operating in the liquid hydrocarbons industry.

Wholesale Propane Logistics Segment

We operate a wholesale propane logistics business in the mid-Atlantic, upper midwest and northeastern United States. We purchase large volumes of propane supply from natural gas processing plants and fractionation facilities, and crude oil refineries, primarily located in the Texas and Louisiana Gulf Coast area, Canada and other international sources, and transport these volumes of propane supply by pipeline, rail or ship to our terminals and storage facilities in the mid-Atlantic, midwest and the northeastern areas of the United States. We identify primary suppliers as those individually representing 10% or more of our total propane supply. Our three primary suppliers of propane, two of which are affiliated entities, represented approximately 88% of our propane supplied during the year ended December 31, 2011. 43% of our propane supply is provided by Spectra Energy. The propane supply agreement with Spectra Energy expires April 30, 2012. We sell propane on a wholesale basis to retail propane distributors who in turn resell propane to their retail customers.

Due to our multiple propane supply sources, annual and long-term propane supply purchase arrangements, significant storage capabilities, and multiple terminal locations for wholesale propane delivery, we are generally able to provide our retail propane distribution customers with reliable supplies of propane during periods of tight supply, such as the winter months when their retail customers generally consume the most propane for home heating. In particular, we generally offer our customers the ability to obtain propane supply volumes from us in the winter months that are generally significantly greater than their purchase of propane from us in the summer. We believe these factors allow us to maintain our generally favorable relationships with our customers.

 

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We manage our wholesale propane margins by selling propane to retail propane distributors under annual sales agreements negotiated each spring which specify floating price terms that provide us a margin in excess of our floating index-based supply costs under our supply purchase arrangements. Our portfolio of multiple supply sources and storage capabilities allows us to actively manage our propane supply purchases and to lower the aggregate cost of supplies. Based on the carrying value of our inventory, timing of inventory transactions and the volatility of the market value of propane, we have historically and may continue to periodically recognize non-cash lower of cost or market inventory adjustments. In addition, we may use financial derivatives to manage the value of our propane inventories.

How We Evaluate Our Operations

Our management uses a variety of financial and operational measurements to analyze our performance. These measurements include the following: (1) volumes; (2) gross margin, segment gross margin and adjusted segment gross margin; (3) operating and maintenance expense, and general and administrative expense; (4) adjusted EBITDA; and (5) distributable cash flow. Gross margin, segment gross margin, adjusted segment gross margin, adjusted EBITDA and distributable cash flow are not measures under accounting principles generally accepted in the United States of America, or GAAP. To the extent permitted, we present certain non-GAAP measures and reconciliations of those measures to their most directly comparable financial measures as calculated and presented in accordance with GAAP. These non-GAAP measures may not be comparable to a similarly titled measure of another company because other entities may not calculate these non-GAAP measures in the same manner.

Volumes — We view throughput and storage volumes for our Natural Gas Services segment and our NGL Logistics segment, and sales volumes for our Wholesale Propane Logistics segment as important factors affecting our profitability. We gather and transport some of the natural gas and NGLs under fee-based transportation contracts. Revenue from these contracts is derived by applying the rates stipulated to the volumes transported. Pipeline throughput volumes from existing wells connected to our pipelines will naturally decline over time as wells deplete. Accordingly, to maintain or to increase throughput levels on these pipelines and the utilization rate of our natural gas processing plants, we must continually obtain new supplies of natural gas and NGLs. Our ability to maintain existing supplies of natural gas and NGLs and obtain new supplies are impacted by: (1) the level of workovers or recompletions of existing connected wells and successful drilling activity in areas currently dedicated to our pipelines; and (2) our ability to compete for volumes from successful new wells in other areas. The throughput volumes of NGLs and gas on our pipelines are substantially dependent upon the quantities of NGLs and gas produced at our processing plants, as well as NGLs and gas produced at other processing plants that have pipeline connections with our NGL and gas pipelines. We regularly monitor producer activity in the areas we serve and in which our pipelines are located, and pursue opportunities to connect new supply to these pipelines. We also monitor our inventory in our NGL and gas storage facilities, as well as overall demand for storage based on seasonal patterns and other market factors such as weather and overall demand.

Reconciliation of Non-GAAP Measures

Gross Margin, Segment Gross Margin and Adjusted Segment Gross Margin — We view our gross margin as an important performance measure of the core profitability of our operations. We review our gross margin monthly for consistency and trend analysis.

We define gross margin as total operating revenues, including commodity derivative activity, less purchases of natural gas, propane and NGLs, and we define segment gross margin for each segment as total operating revenues for that segment less commodity purchases for that segment. Our gross margin equals the sum of our segment gross margins. We define adjusted segment gross margin as segment gross margin plus non-cash commodity derivative losses, less non-cash commodity derivative gains for that segment. Gross margin, segment gross margin and adjusted segment gross margin are primary performance measures used by management, as these measures represent the results of product sales and purchases, a key component of our operations. As an indicator of our operating performance, gross margin, segment gross margin and adjusted segment gross margin should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with accounting principles generally accepted in the United States of America, or GAAP.

Adjusted EBITDA — We define adjusted EBITDA as net income or loss attributable to partners less interest income, noncontrolling interest in depreciation and income tax expense and non-cash commodity derivative gains, plus interest expense, income tax expense, depreciation and amortization expense and non-cash commodity derivative losses. Our adjusted EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate this measure in the same manner.

 

8


Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations.

Adjusted Segment EBITDA — We define adjusted segment EBITDA for each segment as segment net income or loss attributable to partners less non-cash commodity derivative gains for that segment, plus depreciation and amortization expense and non-cash commodity derivative losses for that segment, adjusted for any noncontrolling interest on depreciation and amortization expense for that segment. Our adjusted segment EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted segment EBITDA in the same manner.

Adjusted segment EBITDA should not be considered in isolation or as an alternative to our financial measures presented in accordance with GAAP, including net income or loss attributable to Partners, or any other measure of performance presented in accordance with GAAP.

Adjusted EBITDA is used as a supplemental liquidity and performance measure and adjusted segment EBITDA is used as a supplemental performance measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess:

 

   

financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

 

   

our operating performance and return on capital as compared to those of other companies in the midstream energy industry, without regard to financing methods or capital structure; and

 

   

viability and performance of acquisitions and capital expenditure projects and the overall rates of return on investment opportunities;

 

   

in the case of Adjusted EBITDA, the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness, make cash distributions to our unitholders and general partner, and finance maintenance capital expenditures.

The accompanying schedules provide reconciliations of adjusted segment EBITDA to its most directly comparable GAAP financial measure.

Distributable Cash Flow — We define Distributable Cash Flow as net cash provided by or used in operating activities, less maintenance capital expenditures, net of reimbursable projects, plus or minus adjustments for non-cash mark-to-market of derivative instruments, proceeds from divestiture of assets, net income attributable to noncontrolling interest net of depreciation and income tax, net changes in operating assets and liabilities, and other adjustments to reconcile net cash provided by or used in operating activities (see “— Liquidity and Capital Resources” for further definition of maintenance capital expenditures). Maintenance capital expenditures are capital expenditures made where we add on to or improve capital assets owned, or acquire or construct new capital assets, if such expenditures are made to maintain, including over the long-term, our operating or earnings capacity. Non-cash mark-to-market of derivative instruments is considered to be non-cash for the purpose of computing Distributable Cash Flow because settlement will not occur until future periods, and will be impacted by future changes in commodity prices and interest rates. Distributable Cash Flow is used as a supplemental liquidity and performance measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, to assess our ability to make cash distributions to our unitholders and our general partner. Our Distributable Cash Flow may not be comparable to a similarly titled measure of another company because other entities may not calculate Distributable Cash Flow in the same manner.

 

9


Our gross margin, segment gross margin, adjusted segment gross margin and adjusted segment EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate these measures in the same manner. The following table sets forth our reconciliation of certain non-GAAP measures:

 

Reconciliation of Non-GAAP Measures    Year Ended December 31,  
   2011     2010     2009  
   (Millions)  

Reconciliation of net income attributable to partners to gross margin:

  

Net income attributable to partners

   $ 120.8      $ 91.2      $ 6.1   

Interest expense

     33.9        29.1        28.3   

Income tax expense

     0.5        1.5        1.0   

Operating and maintenance expense

     125.7        98.3        84.2   

Depreciation and amortization expense

     100.6        88.1        76.9   

General and administrative expense

     48.3        45.8        43.1   

Other (income) expense

     (0.5     (2.0     0.5   

Other income — affiliate

     —          (3.0     —     

Step acquisition — equity interest re-measurement gain

     —          (9.1     —     

Interest income

     —          —          (0.3

Earnings from unconsolidated affiliates

     (22.7     (23.8     (18.5

Net income attributable to noncontrolling interests

     18.8        9.2        8.3   
  

 

 

   

 

 

   

 

 

 

Gross margin

   $ 425.4      $ 325.3      $ 229.6   
  

 

 

   

 

 

   

 

 

 

Non-cash commodity derivative mark-to-market (a)

   $ 42.1      $ (9.8   $ (83.4
  

 

 

   

 

 

   

 

 

 

Reconciliation of segment net income attributable to partners to segment gross margin:

      

Natural Gas Services segment:

      

Segment net income attributable to partners

   $ 142.0      $ 133.8      $ 34.3   

Operating and maintenance expense

     94.7        82.0        72.7   

Depreciation and amortization expense

     89.5        83.5        73.9   

Other (income) expense

     —          (2.0     0.5   

Earnings from unconsolidated affiliates

     (22.7     (23.0     (16.6

Net income attributable to noncontrolling interests

     18.8        9.2        8.3   
  

 

 

   

 

 

   

 

 

 

Segment gross margin

   $ 322.3      $ 283.5      $ 173.1   
  

 

 

   

 

 

   

 

 

 

Non-cash commodity derivative mark-to-market (a)

   $ 41.8      $ (8.8   $ (84.2
  

 

 

   

 

 

   

 

 

 

NGL Logistics segment:

      

Segment net income attributable to partners

   $ 28.4      $ 16.5      $ 6.9   

Operating and maintenance expense

     15.9        3.7        1.2   

Depreciation and amortization expense

     8.2        2.6        1.4   

Step acquisition – equity interest re-measurement gain

     —          (9.1     —     

Other income

     (0.5     —          —     

Earnings from unconsolidated affiliates

     —          (0.8     (1.9
  

 

 

   

 

 

   

 

 

 

Segment gross margin

   $ 52.0      $ 12.9      $ 7.6   
  

 

 

   

 

 

   

 

 

 

Wholesale Propane Logistics segment:

      

Segment net income attributable to partners

   $ 33.1      $ 17.4      $ 37.2   

Operating and maintenance expense

     15.1        12.6        10.3   

Depreciation and amortization expense

     2.9        1.9        1.4   

Other income — affiliate

     —          (3.0     —     
  

 

 

   

 

 

   

 

 

 

Segment gross margin

   $ 51.1      $ 28.9      $ 48.9   
  

 

 

   

 

 

   

 

 

 

Non-cash commodity derivative mark-to-market (a)

   $ 0.3      $ (1.0   $ 0.8   
  

 

 

   

 

 

   

 

 

 

 

(a) Non-cash commodity derivative mark-to-market is included in segment gross margin, along with cash settlements for our derivative contracts.

 

10


     Year Ended December 31,  
     2011     2010     2009  
     (Millions)  

Reconciliation of segment net income attributable to partners to adjusted segment EBITDA:

      

Natural Gas Services segment:

      

Segment net income attributable to partners

   $ 142.0      $ 133.8      $ 34.3   

Non-cash commodity derivative mark-to-market

     (41.8     8.8        84.2   

Depreciation and amortization expense

     89.5        83.5        73.9   

Noncontrolling interest on depreciation and income tax

     (13.8     (13.3     (11.6
  

 

 

   

 

 

   

 

 

 

Adjusted segment EBITDA

   $ 175.9      $ 212.8      $ 180.8   
  

 

 

   

 

 

   

 

 

 

NGL Logistics segment:

      

Segment net income attributable to partners

   $ 28.4      $ 16.5      $ 6.9   

Depreciation and amortization expense

     8.2        2.6        1.4   
  

 

 

   

 

 

   

 

 

 

Adjusted segment EBITDA

   $ 36.6      $ 19.1      $ 8.3   
  

 

 

   

 

 

   

 

 

 

Wholesale Propane Logistics segment:

      

Segment net income attributable to partners

   $ 33.1      $ 17.4      $ 37.2   

Non-cash commodity derivative mark-to-market

     (0.3     1.0        (0.8

Depreciation and amortization expense

     2.9        1.9        1.4   
  

 

 

   

 

 

   

 

 

 

Adjusted segment EBITDA

   $ 35.7      $ 20.3      $ 37.8   
  

 

 

   

 

 

   

 

 

 

Operating and Maintenance and General and Administrative Expense — Operating and maintenance expenses are costs associated with the operation of a specific asset and are primarily comprised of direct labor, ad valorem taxes, repairs and maintenance, lease expenses, utilities and contract services. These expenses fluctuate depending on the activities performed during a specific period. General and administrative expenses are as follows:

 

     Year Ended December 31,  
     2011      2010      2009  
     (Millions)  

General and administrative expense

   $ 18.9       $ 14.3       $ 11.9   

General and administrative expense – affiliate:

        

Omnibus Agreement

     10.2         9.9         9.7   

Other — DCP Midstream, LLC

     18.9         21.4         21.2   

Other — affiliate

     0.3         0.2         0.3   
  

 

 

    

 

 

    

 

 

 

Total affiliate

     29.4         31.5         31.2   
  

 

 

    

 

 

    

 

 

 

Total

   $ 48.3       $ 45.8       $ 43.1   
  

 

 

    

 

 

    

 

 

 

We have entered into an omnibus agreement, as amended, or the Omnibus Agreement, with DCP Midstream, LLC. Under the Omnibus Agreement, we are required to reimburse DCP Midstream, LLC for salaries of operating personnel and employee benefits, as well as capital expenditures, maintenance and repair costs, taxes and other direct costs incurred by DCP Midstream, LLC on our behalf. We also pay DCP Midstream, LLC an annual fee under the Omnibus Agreement for centralized corporate functions performed by DCP Midstream, LLC on our behalf, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering.

 

11


On January 3, 2012, we extended the omnibus agreement through December 31, 2012 for an annual fee of $17.6 million, with the primary increase resulting from the acquisition of the remaining 49.9% interest in East Texas. On March 30, 2012, in conjunction with our acquisition of the remaining 66.67% interest in Southeast Texas, we increased the annual fee we pay to DCP Midstream, LLC under the agreement by $10.3 million, prorated for the remainder of the 2012 calendar year. These fees were previously allocated to East Texas and Southeast Texas. As a result of these transactions, the annual fee payable in future years to DCP Midstream, LLC will be $27.9 million. The Omnibus Agreement also addresses the following matters:

 

   

DCP Midstream, LLC’s obligation to indemnify us for certain liabilities and our obligation to indemnify DCP Midstream, LLC for certain liabilities;

 

   

DCP Midstream, LLC’s obligation to continue to maintain its credit support for our obligations related to commercial contracts with respect to its business or operations that were in effect at December 7, 2005 until the expiration of such contracts; and

 

   

Our general partner will have the right to agree to further increases in connection with expansions of our operations through the acquisition or construction of new assets or businesses, with the concurrence of the special committee of DCP Midstream GP, LLC’s board of directors.

East Texas and Southeast Texas incur general and administrative expenses directly from DCP Midstream, LLC. During the years ended December 31, 2011, 2010 and 2009, East Texas incurred $7.5 million, $7.8 million and $8.5 million, respectively, and during the years ended December 31, 2011, 2010 and 2009, Southeast Texas incurred $10.0 million, $12.1 million and $10.8 million, respectively, for general and administrative expenses from DCP Midstream, LLC, which includes expenses for our predecessor operations. General and administrative expenses incurred by East Texas and Southeast Texas effective January 3, 2012 and March 30, 2012, respectively, will be covered by the Omnibus Agreement.

In addition to the Omnibus Agreement and amounts incurred by East Texas and Southeast Texas, we incurred other fees with DCP Midstream, LLC, which includes expenses for our predecessor operations, of $1.4 million, $1.5 million and $1.9 million for the years ended December 31, 2011, 2010 and 2009, respectively. These amounts include allocated expenses, including professional services, insurance, internal audit and various other corporate functions.

We also incurred third party general and administrative expenses, which were primarily related to compensation and benefit expenses of the personnel who provide direct support to our operations. Also included are expenses associated with annual and quarterly reports to unitholders, tax return and Schedule K-1 preparation and distribution, independent auditor fees, due diligence and acquisition costs, costs associated with the Sarbanes-Oxley Act of 2002, investor relations activities, registrar and transfer agent fees, incremental director and officer liability insurance costs, and director compensation.

 

12


Results of Operations

Consolidated Overview

The following table and discussion is a summary of our consolidated results of operations for the three years ended December 31, 2011, 2010 and 2009. The results of operations by segment are discussed in further detail following this consolidated overview discussion:

 

     Year Ended December 31,     Variance
2011 vs. 2010
    Variance
2010 vs. 2009
 
     2011
(a)(b)(c)
    2010
(a)(b)(c)
    2009
(a)(b)(c)
    Increase
(Decrease)
    Percent     Increase
(Decrease)
    Percent  
     (Millions, except as indicated)  

Operating revenues:

              

Natural Gas Services (d)

   $ 1,670.4      $ 1,617.6      $ 1,119.2      $ 52.8        3   $ 498.4        45

NGL Logistics

     56.6        17.6        10.5        39.0        222     7.1        68

Wholesale Propane Logistics

     633.6        473.2        348.2        160.4        34     125.0        36

Intra-segment eliminations

     (2.2     —          —          (2.2     *        —          —  
  

 

 

   

 

 

   

 

 

         

Total operating revenues

     2,358.4        2,108.4        1,477.9        250.0        12     630.5        43
  

 

 

   

 

 

   

 

 

         

Gross margin (e):

              

Natural Gas Services

     322.3        283.5        173.1        38.8        14     110.4        64

NGL Logistics

     52.0        12.9        7.6        39.1        303     5.3        70

Wholesale Propane Logistics

     51.1        28.9        48.9        22.2        77     (20.0     (41 )% 
  

 

 

   

 

 

   

 

 

         

Total gross margin

     425.4        325.3        229.6        100.1        31     95.7        42

Operating and maintenance expense

     (125.7     (98.3     (84.2     27.4        28     14.1        17

Depreciation and amortization expense

     (100.6     (88.1     (76.9     12.5        14     11.2        15

General and administrative expense

     (48.3     (45.8     (43.1     2.5        5     2.7        6

Step acquisition — equity interest remeasurement gain

     —          9.1        —          (9.1     (100 )%      9.1        100

Other income (expense)

     0.5        2.0        (0.5     (1.5     (75 )%      2.5        500

Other income — affiliates

     —          3.0        —          (3.0     (100 )%      3.0        100

Earnings from unconsolidated affiliates (f)

     22.7        23.8        18.5        (1.1     (5 )%      5.3        29

Interest income

     —          —          0.3        —          —       (0.3     (100 )% 

Interest expense

     (33.9     (29.1     (28.3     4.8        16     0.8        3

Income tax expense

     (0.5     (1.5     (1.0     1.0        67     (0.5     (50 )% 

Net income attributable to noncontrolling interests

     (18.8     (9.2     (8.3     9.6        104     0.9        11
  

 

 

   

 

 

   

 

 

         

Net income attributable to partners

   $ 120.8      $ 91.2      $ 6.1      $ 29.6        32   $ 85.1        *   
  

 

 

   

 

 

   

 

 

         

Other data:

              

Non-cash commodity derivative mark-to-market

   $ 42.1      $ (9.8   $ (83.4   $ 51.9        *      $ 73.6        88

Natural gas throughput (MMcf/d) (f)

     1,415        1,481        1,311        (66     (4 )%      170        13

NGL gross production (Bbls/d) (f)

     53,064        55,845        46,464        (2,781     (5 )%      9,381        20

NGL pipelines throughput (Bbls/d) (f)

     62,555        38,282        30,160        24,273        63     8,122        27

Propane sales volume (Bbls/d)

     24,743        22,350        22,278        2,393        11     72        —  

 

* Percentage change is not meaningful.

 

(a) Includes the results of certain companies that held natural gas gathering and treating assets purchased from MichCon Pipeline Company since November 24, 2009, the date of acquisition, and the Raywood processing plant and Liberty gathering system since June 29, 2010, the date of acquisition, in our Natural Gas Services segment.

Includes the results of Atlantic Energy, since July 30, 2010, the date of acquisition, in our Wholesale Propane Logistics segment.

Includes the results of our Wattenberg pipeline acquired from Buckeye Partners, L.P, since January 28, 2010, the date of acquisition, and an additional 50% interest in Black Lake acquired from an affiliate of BP PLC, since July 30, 2010, the date of acquisition, in our NGL Logistics segment. The acquisition of an additional 50% interest in Black Lake brought our ownership interest in Black Lake to 100%. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction we account for Black Lake as a consolidated subsidiary.

 

13


Includes the results of our Marysville NGL storage facility and our DJ Basin NGL Fractionators since the dates of acquisition of December 30, 2010 and March 24, 2011, respectively.

 

(b) On January 1, 2011, we acquired an initial 33.33% interest in Southeast Texas for $150.0 million. On March 30, 2012, we acquired the remaining 66.67% interest in Southeast Texas and commodity derivative instruments associated with the Southeast Texas storage business for aggregate consideration of $240.0 million, subject to certain working capital and other customary purchase price adjustments. These transactions were among entities under common control. The transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method. Accordingly, our consolidated financial statements have been adjusted to include the historical results of our 100% interest in Southeast Texas for the years ended December 31, 2011, 2010 and 2009.

 

(c) We utilize commodity derivative instruments to provide stability to distributable cash flows for our proportionate ownership in East Texas as well as all other natural gas services assets. We did not utilize commodity derivative instruments for the proportionate interest in East Texas owned by DCP Midstream, LLC prior to our acquisition of the remaining 49.9% interest in January 2012. As such, the portion of East Texas owned by DCP Midstream, LLC in the periods presented is unhedged. Our consolidated results depict 75% of East Texas unhedged in all periods prior to the second quarter of 2009 and 49.9% of East Texas unhedged for all periods subsequent to the first quarter of 2009 corresponding with DCP Midstream, LLC’s ownership interest in East Texas in each respective period.

 

(d) Includes the effect of the acquisition of the NGL Hedge, contributed by DCP Midstream, LLC, in April 2009, and the NGL commodity derivative instruments associated with the Southeast Texas storage business acquired from DCP Midstream, LLC in March 2012. The NGL Hedge was a fixed price natural gas liquids derivative by NGL component, which commenced in April 2009 and expired in March 2010. The NGL Hedge was for a total of 1.9 million barrels at $66.72 per barrel.

 

(e) Gross margin consists of total operating revenues, including commodity derivative activity, less purchases of natural gas, propane and NGLs, and segment gross margin for each segment consists of total operating revenues for that segment, less commodity purchases for that segment. Please read “How We Evaluate Our Operations” above.

 

(f) Includes our proportionate share of the throughput volumes and NGL production of Collbran, Jackson Pipeline Company, or Jackson, East Texas and Discovery.

Earnings from unconsolidated affiliates include our proportionate earnings of Discovery, which includes the accretion of the net difference between the carrying amount of the investment and the underlying equity of the investment.

For periods prior to July 30, 2010, includes our 50% share of the throughput volumes and earnings for Black Lake. Black Lake’s earnings include the accretion of the net difference between the carrying amount of the investment and the underlying equity of the investment.

Year Ended December 31, 2011 vs. Year Ended December 31, 2010

Included in the consolidated results of operations are the noncontrolling interests which represent the third party or affiliate interests in the non-wholly-owned entities that we consolidate, which include East Texas and Collbran, among others. Our results of operations reflect 100% of all consolidated assets, including noncontrolling interests.

 

14


Total Operating Revenues — Total operating revenues increased in 2011 compared to 2010 primarily as a result of the following:

 

   

$160.7 million increase primarily as a result of our acquisition of Atlantic Energy, as well as higher propane prices for our Wholesale Propane Logistics segment;

 

   

$44.4 million increase primarily attributable to higher crude and NGL prices and the East Texas recovery settlement, partially offset by reduced volumes on our Southeast Texas and Pelico systems;

 

   

$40.1 million increase in transportation, processing and other revenue, which represents our fee-based revenues, primarily as a result of our acquisitions of the Marysville NGL storage facility, the DJ Basin NGL Fractionators and an additional 50% interest in Black Lake, and the Wattenberg capital expansion project; and

 

   

$4.8 million increase related to commodity derivative activity. This includes an increase of $54.2 million in unrealized gains due to movements in forward prices of commodities, offset by an increase in cash settlement losses of $49.4 million.

Gross Margin — Gross margin increased in 2011 compared to 2010, primarily as a result of the following:

 

   

$38.8 million increase for our Natural Gas Services segment primarily as a result of higher crude oil and NGL prices, commodity derivative activities, the East Texas recovery settlement, and increased volumes and NGL production across certain assets, partially offset by decreased margins in our Southeast Texas storage business, planned turnaround activity at East Texas and an extended planned third party outage at our Wyoming asset;

 

   

$39.1 million increase for our NGL Logistics segment primarily as a result of our acquisitions of the Marysville NGL storage facility, the DJ Basin NGL Fractionators and an additional 50% interest in Black Lake, and the Wattenberg capital expansion project; and

 

   

$22.2 million increase for our Wholesale Propane Logistics segment primarily as a result of higher unit margins, increased volumes and our acquisition of Atlantic Energy. 2010 results reflect a planned outage related to our Providence terminal inspection.

Operating and Maintenance Expense — Operating and maintenance expense increased in 2011 compared to 2010, primarily as a result of our acquisitions of the Marysville NGL storage facility, Atlantic Energy, an additional 50% interest in Black Lake and the DJ Basin NGL Fractionators, the Wattenberg capital expansion project, and planned turnaround activity and environmental remediation at East Texas.

Depreciation and Amortization Expense — Depreciation and amortization expense increased in 2011 compared to 2010, primarily as a result of a full year of depreciation related to the Raywood processing plant and Liberty gathering system acquired in June 2010, and our acquisitions of the Marysville NGL storage facility, an additional 50% interest in Black Lake, the DJ Basin NGL Fractionators, Atlantic Energy, and the Wattenberg capital expansion project.

Step acquisition — equity interest re-measurement gain — The non-cash step acquisition — equity interest re-measurement gain in 2010 resulted from our acquisition of an additional 50% interest in Black Lake bringing our ownership interest in Black Lake to 100% in our NGL Logistics segment. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction we account for Black Lake as a consolidated subsidiary. As a result of acquiring an additional 50% interest in Black Lake, we remeasured our initial 50% equity interest in Black Lake to its fair value, and recognized a non-cash gain of $9.1 million.

Other income — Other income in 2010 related to our reassessment of the fair value of contingent consideration for our acquisition of the Raywood processing plant and Liberty gathering system in June 2010, and an additional 5% interest in Collbran from Delta Petroleum Company, or Delta, in February 2010.

Other income — affiliates — Other income — affiliates results for 2010 reflect a $3.0 million payment received in the second quarter from Spectra Energy, a supplier for our Wholesale Propane Logistics segment, related to an amendment of a supply agreement to shorten the term of the agreement by two years.

 

15


Earnings from Unconsolidated Affiliates — Earnings from unconsolidated affiliates decreased in 2011 compared to 2010 primarily due to our additional interest in Black Lake. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction, we account for Black Lake as a consolidated subsidiary. Commodity derivative activity related to our unconsolidated affiliates is included in segment gross margin.

Net income attributable to noncontrolling interests — Net income attributable to noncontrolling interests increased in 2011 compared to 2010 primarily as a result of the East Texas recovery settlement.

Year Ended December 31, 2010 vs. Year Ended December 31, 2009

Total Operating Revenues — Total operating revenues increased in 2010 compared to 2009, primarily as a result of the following:

 

   

$126.6 million increase primarily attributable to higher propane prices and our acquisition of Atlantic Energy in July 2010, which impact both sales and purchases, partially offset by a planned outage related to our Providence terminal inspection and reduced demand as a result of an early spring and warmer weather;

 

   

$419.3 million increase primarily attributable to higher commodity prices, which impact both sales and purchases, an increase in NGL production, and increased volumes on our Southeast Texas system, partially offset by changes in contract mix, increased fuel consumption, differences in gas quality, the impact of volume curtailments due to plant shutdowns and producer wellhead freeze offs as a result of near record cold weather at East Texas and North Louisiana in the first quarter, as well as a decrease in natural gas sales volumes across certain assets. 2009 results include the first quarter impact of a third party owned pipeline rupture, resulting in a fire at East Texas and our Wyoming pipeline integrity and system enhancement project;

 

   

$59.2 million increase related to commodity derivative activity. This increase includes a decrease in unrealized losses of $70.8 million due to movements in forward prices of commodities, partially offset by a decrease in realized cash settlement gains of $11.6 million due to generally higher average prices of commodities in 2010; and

 

   

$25.4 million increase in transportation, processing and other revenue, which represents our fee-based revenues, primarily as a result of increased throughput volumes due to our Michigan and Wattenberg acquisitions, our acquisition of an additional 50% interest in Black Lake, our organic growth project in the Piceance Basin, as well as the renegotiation of commodity sensitive contracts to fee-based contracts.

Gross Margin — Gross margin increased in 2010 compared to 2009, primarily as a result of the following:

 

   

$110.4 million increase for our Natural Gas Services segment, primarily related to commodity derivative activity as explained in the operating revenue section above, higher commodity prices, increased volumes on our Southeast Texas system, increased fee-based throughput volumes resulting from the Michigan acquisition, our organic growth project in the Piceance Basin and the renegotiation of commodity sensitive contracts to fee-based contracts, partially offset by reduced natural gas basis spreads, increased fuel consumption, decreased natural gas volumes and differences in gas quality across certain of our assets, as well as the impact of volume curtailments due to plant shutdowns and producer wellhead freeze offs as a result of near record cold weather at East Texas and North Louisiana in the first quarter. 2009 results include the first quarter impact of a third party owned pipeline rupture, resulting in a fire at East Texas and operational downtime; and

 

   

$5.3 million increase for our NGL Logistics segment as a result of higher volumes from our Wattenberg pipeline acquisition and our acquisition of an additional 50% interest in Black Lake.

These increases were partially offset by:

 

   

$20.0 million decrease for our Wholesale Propane Logistics segment. 2010 results reflect a planned outage related to our Providence terminal inspection and reduced demand as a result of an early spring and warmer weather. 2009 results reflect increased spot sales volumes and significantly higher per unit margins, approximately $6.0 million of which was attributable to the sale of inventory that was written down at the end of the fourth quarter of 2008.

 

16


Operating and Maintenance Expense — Operating and maintenance expense increased in 2010 compared to 2009 primarily as a result of our Michigan acquisition and integration costs, increased costs at our Southeast Texas system as a result of the acquisition of the Raywood processing plant and Liberty gathering system in June 2010, turnaround activities at certain assets, our Wattenberg pipeline acquisition and our acquisition of an additional 50% interest in Black Lake.

Depreciation and Amortization Expense — Depreciation and amortization expense increased in 2010 compared to 2009, primarily as a result of our capital projects completed in 2009, our Michigan acquisition, the acquisition of the Raywood processing plant and Liberty gathering system in June 2010, our Atlantic Energy acquisition, our Wattenberg pipeline acquisition and our acquisition of an additional 50% interest in Black Lake.

Step acquisition — equity interest re-measurement gain — Step acquisition — equity interest re-measurement gain results from our acquisition of an additional 50% interest in Black Lake, bringing our ownership interest in Black Lake to 100% in our NGL Logistics segment. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction we account for Black Lake as a consolidated subsidiary. As a result of acquiring an additional 50% interest in Black Lake, we remeasured our initial 50% equity interest in Black Lake to its fair value, and recognized a gain of $9.1 million.

Other income — Other income in 2010 relates to our reassessment of the fair value of contingent consideration for our acquisition of the Raywood processing plant and Liberty gathering system in June 2010, and an additional 5% interest in Collbran from Delta Petroleum Company, or Delta, in February 2010.

Other income — affiliates — Other income — affiliates increased due to a $3.0 million payment received in the second quarter of 2010 from Spectra Energy, a supplier for our Wholesale Propane Logistics segment, related to an amendment of a supply agreement to shorten the term of the agreement by two years.

Earnings from Unconsolidated Affiliates — Earnings from unconsolidated affiliates increased in 2010 compared to 2009, primarily as a result of increased earnings from Discovery. Settlements related to our commodity derivatives on unconsolidated affiliates are included in segment gross margin.

Net income attributable to noncontrolling interests — Net income attributable to noncontrolling interests includes the impact of organic growth from our Piceance Basin expansion project, offset by volume curtailments due to plant shutdowns and producer wellhead freeze offs as a result of near record cold weather in the first quarter, increased fuel consumption and differences in gas quality at East Texas in 2010. 2009 results include the first quarter impact of a third party owned pipeline rupture, resulting in a fire at East Texas.

 

17


Results of Operations — Natural Gas Services Segment

This segment consists of our Northern Louisiana system, our Southern Oklahoma system, our Wyoming system, our Michigan system, our Southeast Texas system, our 50.1% interest in the East Texas system, our 75% interest in the Colorado system, and our 40% limited liability company interest in Discovery:

 

     Year Ended December 31,     Variance
2011 vs. 2010
    Variance
2010 vs. 2009
 
     2011
(a)(b)(c)
    2010
(a)(b)(c)
    2009
(a)(b)(c)
    Increase
(Decrease)
    Percent     Increase
(Decrease)
     Percent  
     (Millions, except as indicated)  

Operating revenues:

               

Sales of natural gas, NGLs and condensate

   $ 1,541.3      $ 1,496.7      $ 1,079.1      $ 44.6        3   $ 417.6         39

Transportation, processing and other

     120.2        117.1        97.0        3.1        3     20.1         21

Gains (losses) from commodity derivative activity (d)

     8.9        3.8        (56.9     5.1        134     60.7         107
  

 

 

   

 

 

   

 

 

          

Total operating revenues

     1,670.4        1,617.6        1,119.2        52.8        3     498.4         45

Purchases of natural gas and NGLs

     1,348.1        1,334.1        946.1        14.0        1     388.0         41
  

 

 

   

 

 

   

 

 

          

Segment gross margin (e)

     322.3        283.5        173.1        38.8        14     110.4         64

Operating and maintenance expense

     (94.7     (82.0     (72.7     12.7        15     9.3         13

Depreciation and amortization expense

     (89.5     (83.5     (73.9     6.0        7     9.6         13

Other income (expense)

     —          2.0        (0.5     (2.0     (100 )%      2.5         500

Earnings from unconsolidated affiliates (f)

     22.7        23.0        16.6        (0.3     (1 )%      6.4         39
  

 

 

   

 

 

   

 

 

          

Segment net income

     160.8        143.0        42.6        17.8        12     100.4         236

Segment net income attributable to noncontrolling interests

     (18.8     (9.2     (8.3     9.6        104     0.9         11
  

 

 

   

 

 

   

 

 

          

Segment net income attributable to partners

   $ 142.0      $ 133.8      $ 34.3      $ 8.2        6   $ 99.5         290
  

 

 

   

 

 

   

 

 

          

Other data:

               

Natural gas throughput (MMcf/d) (f)

     1,415        1,481        1,311        (66     (4 )%      170         13

NGL gross production (Bbls/d) (f)

     53,064        55,845        46,464        (2,781     (5 )%      9,381         20

 

* Percentage change is not meaningful.

 

(a) Includes the results of certain companies that held natural gas gathering and treating assets purchased from MichCon Pipeline Company since November 24, 2009, the date of acquisition, and the Raywood processing plant and Liberty gathering system since June 29, 2010, the date of acquisition.

 

(b) On January 1, 2011, we acquired an initial 33.33% interest in Southeast Texas for $150.0 million. On March 30, 2012, we acquired the remaining 66.67% interest in Southeast Texas and commodity derivatives associated with the Southeast Texas storage business for aggregate consideration of $240.0 million, subject to certain working capital and other customary purchase price adjustments. These transactions were among entities under common control. The transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method. Accordingly, our consolidated financial statements have been adjusted to include the historical results of our 100% interest in Southeast Texas for the years ended December 31, 2011, 2010 and 2009.

 

(c) We utilize commodity derivative instruments to provide stability to distributable cash flows for our proportional ownership in East Texas as well as all other natural gas services assets. We did not utilize commodity derivative instruments for the proportionate interest in East Texas owned by DCP Midstream, LLC prior to our acquisition of the remaining 49.9% interest in January 2012. As such, the portion of East Texas owned by DCP Midstream, LLC in the periods presented is unhedged. Our consolidated results depict 75% of East Texas unhedged in all periods prior to the second quarter of 2009 and 49.9% of East Texas unhedged for all periods subsequent to the first quarter of 2009 corresponding with DCP Midstream, LLC’s ownership interest in East Texas in each respective period.

 

(d)

Includes the effect of the acquisition of the NGL Hedge, contributed by DCP Midstream, LLC in April

 

18


  2009, and the NGL commodity derivative instruments associated with the Southeast Texas storage business acquired from DCP Midstream, LLC in March 2012. The NGL Hedge is a fixed price natural gas liquids derivative by NGL component, which commenced in April 2009 and expired in March 2010.

 

(e) Segment gross margin consists of total operating revenues, including commodity derivative activity, less purchases of natural gas and NGLs. Please read “How We Evaluate Our Operations” above.

 

(f) Includes our proportionate share of the throughput volumes and NGL production of Collbran, Jackson, East Texas and Discovery.

Earnings from unconsolidated affiliates include our proportionate share of the earnings of Discovery, which includes the accretion of the net difference between the carrying amount of the investment and the underlying equity of the investment.

For periods prior to July 30, 2010, includes our 50% share of the throughput volumes and earnings for Black Lake. Black Lake’s earnings include the accretion of the net difference between the carrying amount of the investment and the underlying equity of the investment.

Year Ended December 31, 2011 vs. Year Ended December 31, 2010

Included in the consolidated results of operations are the noncontrolling interests which represent the third party or affiliate interests in the non-wholly-owned entities that we consolidate, which include East Texas and Collbran, among others. Our results of operations reflect 100% of all consolidated assets, including noncontrolling interests.

Total Operating Revenues — Total operating revenues increased in 2011 compared to 2010, primarily as a result of the following:

 

   

$154.4 million increase attributable to higher crude and NGL prices, which impact both sales and purchases;

 

   

$5.1 million increase related to commodity derivative activity. This includes an increase of $52.9 million in unrealized gains due to movements in forward prices of commodities, offset by an increase in cash settlement losses of $47.8 million; and

 

   

$6.6 million increase attributable to the East Texas recovery settlement.

These increases were partially offset by:

 

   

$113.3 million decrease attributable to reduced volumes on our Southeast Texas and Pelico systems, partially offset by increased volumes across certain assets and an increase in transportation, processing and other revenue.

Purchases of Natural Gas and NGLs — Purchases of natural gas and NGLs increased in 2011 compared to 2010, primarily as a result of increases in commodity prices, partially offset by reduced volumes on our Southeast Texas system, which impact both purchases and sales.

Segment Gross Margin — Segment gross margin increased in 2011 compared to 2010, primarily as a result of the following:

 

   

$34.3 million increase as a result of higher crude oil and NGL prices;

 

   

$6.6 million increase attributable to the East Texas recovery settlement; and

 

   

$5.1 million increase related to commodity derivative activity as discussed in the Operating Revenues section above.

 

19


These increases were partially offset by:

 

   

$7.2 million decrease primarily attributable to decreased margins in our Southeast Texas storage business, planned turnaround activity at East Texas and an extended planned third party outage at our Wyoming asset, partially offset by increased volumes and NGL production across certain assets and changes in contract terms.

Operating and Maintenance Expense — Operating and maintenance expense increased in 2011 compared to 2010 due to planned turnaround activity and environmental remediation at East Texas.

Depreciation and Amortization Expense — Depreciation and amortization expense increased in 2011 compared to 2010 primarily due to a full year of depreciation related to the Raywood processing plant and Liberty gathering system acquired in June 2010 and completed capital projects.

Other income — Other income in 2010 related to our reassessment of the fair value of contingent consideration for our acquisition of the Raywood processing plant and Liberty gathering system in June 2010, and an additional 5% interest in Collbran from Delta Petroleum Company, or Delta, in February 2010.

Earnings from Unconsolidated Affiliates — Earnings from unconsolidated affiliates, representing our 40% ownership of Discovery, remained relatively constant in 2011 compared to 2010. Commodity derivative activity related to our unconsolidated affiliates is included in segment gross margin.

Segment net income attributable to noncontrolling interests — Segment net income attributable to noncontrolling interests increased in 2011 compared to 2010, with $4.6 million due to the East Texas recovery settlement.

Natural Gas Throughput — Natural gas transported, processed and/or treated decreased in 2011 compared to 2010 primarily as a result of reduced volumes on our Pelico system.

NGL Gross Production — NGL production decreased in 2011 compared to 2010 primarily as a result of differences in gas quality.

Year Ended December 31, 2010 vs. Year Ended December 31, 2009

Total Operating Revenues — Total operating revenues increased in 2010 compared to 2009, primarily as a result of the following:

 

   

$295.7 million increase attributable to increased commodity prices, which impact both sales and purchases;

 

   

$91.9 million increase due primarily to increased volumes on our Southeast Texas system, partially offset by the impact of changes in contract mix, increased fuel consumption, differences in gas quality, a decrease in natural gas sales volume across certain of assets, as well as volume curtailments due to plant shutdowns and producer wellhead freeze offs as a result of near record cold weather at East Texas and North Louisiana in the first quarter. 2009 results include the first quarter impact of a third party owned pipeline rupture, resulting in a fire at East Texas, and our Wyoming pipeline integrity and system enhancement project;

 

   

$60.7 million increase related to commodity derivative activity. This increase includes a decrease in unrealized losses of $72.7 million due to movements in forward prices of commodities, partially offset by a decrease in realized cash settlement gains of $12.0 million due to generally higher average prices of commodities in 2010;

 

   

$30.0 million increase as a result of increased NGL production and a change to a contract with an affiliate in the Piceance Basin, such that certain revenues changed from a net presentation in transportation, processing and other to a gross presentation in sales of natural gas, NGLs and condensate; and

 

   

$20.1 million increase primarily as a result of increased fee-based throughput volumes resulting from the Michigan acquisition, our organic growth project in the Piceance Basin, as well as the renegotiation of commodity sensitive contracts to fee-based contracts partially offset by decreases across certain assets.

 

20


Purchases of Natural Gas and NGLs — Purchases of natural gas and NGLs increased in 2010 compared to 2009, primarily as a result of increased commodity prices, which impact both sales and purchases, as well as a change to a contract with an affiliate in the Piceance Basin, such that certain purchases changed from a net presentation in transportation, processing and other to a gross presentation in purchases of natural gas and NGLs.

Segment Gross Margin — Segment gross margin increased in 2010 compared to 2009, primarily as a result of the following:

 

   

$60.7 million increase related to commodity derivative activities as discussed in the Operating Revenues section above;

 

   

$38.4 million increase as a result of higher commodity prices; and

 

   

$20.1 million increase as a result of increased fee-based throughput volumes resulting from the Michigan acquisition, our organic growth project in the Piceance Basin, as well as the renegotiation of commodity sensitive contracts to fee-based contracts partially offset by decreases across certain assets.

These increases were partially offset by:

 

   

$8.8 million decrease attributable to reduced natural gas basis spreads, increased fuel consumption, the impact of changes in contract mix, differences in gas quality, the impact of volume curtailment due to plant shutdowns and producer wellhead freeze offs as a result of near record cold weather at East Texas and North Louisiana in the first quarter and other natural gas volume reductions across certain of our assets, partially offset by increased volumes on our Southeast Texas system. 2009 results include the first quarter impact of a third party owned pipeline rupture, resulting in a fire at East Texas and our Wyoming pipeline integrity and system enhancement project.

Operating and Maintenance Expense — Operating and maintenance expense increased in 2010 compared to 2009 primarily as a result of our Michigan acquisition and integration costs, increased costs at our Southeast Texas system as a result of the acquisition of the Raywood processing plant and Liberty gathering system in June 2010, turnaround activities at certain assets, repairs as a result of near record cold weather and efficiency projects.

Depreciation and Amortization Expense — Depreciation and amortization expense increased in 2010 compared to 2009 primarily as a result of our capital projects completed in 2009, the Michigan acquisition and the acquisition of the Raywood processing plant and Liberty gathering system in June 2010.

Other income — Other income in 2010 relates to our reassessment of the fair value of contingent consideration for our acquisition of the Raywood processing plant and Liberty gathering system in June 2010, and an additional 5% interest in Collbran from Delta Petroleum Company, or Delta, in February 2010.

Earnings from Unconsolidated Affiliates — Earnings from unconsolidated affiliates, primarily representing our 40% ownership of Discovery, increased in 2010 compared to 2009 primarily due to higher prices and increased NGL production. Settlements related to our commodity derivatives on our unconsolidated affiliates are included in segment gross margin.

Segment net income attributable to noncontrolling interests — Segment net income attributable to noncontrolling interests includes the impact of organic growth from our Piceance Basin expansion project, offset by volume curtailments due to plant shutdowns and producer wellhead freeze offs as a result of near record cold weather in the first quarter, increased fuel consumption, differences in gas quality and turnarounds at East Texas in 2010. 2009 results include the first quarter impact of a third party owned pipeline rupture, resulting in a fire at East Texas.

Natural Gas Throughput — Natural gas transported, processed and/or treated increased in 2010 compared to 2009, as a result of increased fee-based throughput volumes from our Michigan acquisition, increased volumes at Southeast Texas as a result of the acquisition of the Raywood processing plant and Liberty gathering system in June 2010 and increased volumes at Discovery, partially offset by decreased volumes across certain assets. 2010 results include the impact of volume curtailment due to plant shutdowns and producer wellhead freeze offs as a result of near record cold weather at East Texas and North Louisiana in the first quarter. 2009 results include the first quarter impact of operational downtime following the hurricanes, a third party owned pipeline rupture resulting in a fire at East Texas and our Wyoming pipeline integrity and system enhancement project.

 

21


NGL Gross Production — NGL production increased in 2010 compared to 2009, due primarily to increased volumes from our Piceance Basin expansion project, increased volumes at Southeast Texas as a result of the acquisition of the Raywood processing plant and Liberty gathering system in June 2010 and increased NGL production at Discovery. 2010 results include the impact of volume curtailment due to plant shutdowns and producer wellhead freeze offs as a result of near record cold weather at East Texas and North Louisiana in the first quarter. 2009 results include the first quarter impact of operational downtime following the hurricanes, a third party owned pipeline rupture resulting in a fire at East Texas and our Wyoming pipeline integrity and system enhancement project.

 

22


Results of Operations — NGL Logistics Segment

The segment consists of the Seabreeze and Wilbreeze intrastate NGL pipelines, the Wattenberg and Black Lake interstate NGL pipelines, the NGL storage facility in Michigan and the DJ Basin NGL Fractionators in Colorado:

 

     Year Ended December 31,     Variance
2011 vs. 2010
    Variance
2010 vs. 2009
 
     2011
(b)
    2010
(c)(d)
    2009
(d)
    Increase
(Decrease)
    Percent     Increase
(Decrease)
    Percent  
     (Millions, except operating data)  

Operating revenues:

              

Sales of NGLs

   $ 4.8      $ 4.7      $ 3.0      $ 0.1        2   $ 1.7        57

Transportation, processing and other

     51.8        12.9        7.5        38.9        302     5.4        72
  

 

 

   

 

 

   

 

 

         

Total operating revenues

     56.6        17.6        10.5        39.0        222     7.1        68

Purchases of NGLs

     4.6        4.7        2.9        (0.1     (2 )%      1.8        62
  

 

 

   

 

 

   

 

 

         

Segment gross margin (a)

     52.0        12.9        7.6        39.1        303     5.3        70

Operating and maintenance expense

     (15.9     (3.7     (1.2     12.2        330     2.5        208

Depreciation and amortization expense

     (8.2     (2.6     (1.4     5.6        215     1.2        86

Step acquisition – equity interest re-measurement gain

     —          9.1        —          (9.1     (100 )%      9.1        100

Other income

     0.5        —          —          0.5        100     —          —  

Earnings from unconsolidated affiliates (d)

     —          0.8        1.9        (0.8     (100 )%      (1.1     (58 )% 
  

 

 

   

 

 

   

 

 

         

Segment net income attributable to partners

   $ 28.4      $ 16.5      $ 6.9      $ 11.9        72   $ 9.6        139
  

 

 

   

 

 

   

 

 

         

Operating data:

              

NGL pipelines throughput (Bbls/d) (c)

     62,555        38,282        30,160        24,273        63     8,122        27

 

(a) Segment gross margin consists of total operating revenues less purchases of NGLs. Please read “Reconciliation of Non-GAAP Measures” above.

 

(b) Includes the results of our Marysville NGL storage facility and our DJ Basin NGL Fractionators since the dates of acquisition of December 30, 2010 and March 24, 2011, respectively.

 

(c) Includes the results of our Wattenberg pipeline and our Black Lake pipeline since the dates of acquisition of January 28, 2010 and July 30, 2010, respectively.

 

(d) For periods prior to July 30, 2010, includes our 50% share of the throughput volumes and earnings for Black Lake. Black Lake’s earnings included the accretion of the net difference between the carrying amount of the investment and the underlying equity of the investment.

Year Ended December 31, 2011 vs. Year Ended December 31, 2010

Total Operating Revenues — Total operating revenues increased in 2011 compared to 2010, primarily as a result of our acquisitions of the Marysville NGL storage facility, the DJ Basin NGL Fractionators and an additional 50% interest in Black Lake, and the Wattenberg capital expansion project.

Segment Gross Margin — Segment gross margin increased in 2011 compared to 2010, primarily as a result of our acquisitions of the Marysville NGL storage facility, the DJ Basin NGL Fractionators and an additional 50% interest in Black Lake, the Wattenberg capital expansion project, and increased throughput on our pipelines.

Operating and Maintenance Expense — Operating and maintenance expense increased in 2011 compared to 2010, primarily as a result of our acquisitions of the Marysville NGL storage facility, an additional 50% interest in Black Lake and the DJ Basin NGL Fractionators, and the Wattenberg capital expansion project.

 

23


Depreciation and Amortization Expense — Depreciation and amortization expense increased in 2011 compared to 2010, primarily as a result of our acquisitions of the Marysville NGL storage facility, the DJ Basin NGL Fractionators, an additional 50% interest in Black Lake, and the Wattenberg capital expansion project.

Step acquisition — equity interest re-measurement gain — The non-cash step acquisition — equity interest re-measurement gain in 2010 resulted from our acquisition of an additional 50% interest in Black Lake bringing our ownership interest in Black Lake to 100%. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction we account for Black Lake as a consolidated subsidiary. As a result of acquiring an additional 50% interest in Black Lake, we remeasured our initial 50% equity interest in Black Lake to its fair value, and recognized a non-cash gain of $9.1 million.

Earnings from Unconsolidated Affiliates — Earnings from unconsolidated affiliates decreased in 2011 compared to 2010 reflecting the impact of our additional interest in Black Lake. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction, we account for Black Lake as a consolidated subsidiary.

NGL Pipelines Throughput — NGL pipelines throughput increased in 2011 compared to 2010 as a result of the Wattenberg capital expansion project, volume growth on our pipelines and our acquisition an additional 50% interest in Black Lake.

Year Ended December 31, 2010 vs. Year Ended December 31, 2009

Total Operating Revenues — Total operating revenues increased in 2010 compared to 2009, primarily as a result of the Wattenberg pipeline acquisition, our acquisition of an additional 50% interest in Black Lake. 2009 results include the first quarter impact of decreased throughput volumes resulting from ethane rejection and lower volumes at certain connected processing plants.

Segment Gross Margin — Segment gross margin increased in 2010 compared to 2009, as a result of higher volumes from the Wattenberg pipeline acquisition and our acquisition of an additional 50% interest in Black Lake, as well as higher per unit margins.

Operating and Maintenance Expense — Operating and maintenance expense increased in 2010 compared to 2009, primarily as a result of the Wattenberg pipeline acquisition and our acquisition of an additional 50% interest in Black Lake.

Depreciation and Amortization Expense — Depreciation and amortization expense increased in 2010 compared to 2009, primarily as a result of the Wattenberg pipeline acquisition and our acquisition of an additional 50% interest in Black Lake.

Step acquisition — equity interest re-measurement gain — Step acquisition — equity interest re-measurement gain results from our acquisition of an additional 50% interest in Black Lake bringing our ownership interest in Black Lake to 100%. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction we account for Black Lake as a consolidated subsidiary. As a result of acquiring an additional 50% interest in Black Lake, we remeasured our initial 50% equity interest in Black Lake to its fair value, and recognized a gain of $9.1 million.

NGL Pipelines Throughput — NGL pipelines throughput increased in 2010 compared to 2009, as a result of increased volumes from the Wattenberg pipeline acquisition and our acquisition of an additional 50% interest in Black Lake. 2009 results include the first quarter impact of ethane rejection and lower volumes at certain connected processing plants.

 

24


Results of Operations — Wholesale Propane Logistics Segment

This segment consists of our propane terminals, which include six owned and operated rail terminals, one owned marine import terminal, one leased marine terminal, one pipeline terminal and access to several open-access propane pipeline terminals:

 

     Year Ended December 31,     Variance
2011 vs. 2010
    Variance
2010 vs. 2009
 
     2011     2010 (b)     2009     Increase
(Decrease)
    Percent     Increase
(Decrease)
    Percent  
     (Millions, except operating data)  

Operating revenues:

              

Sales of propane

   $ 634.6      $ 473.8      $ 347.2      $ 160.8        34   $ 126.6        36

Transportation, processing and other

     0.2        0.3        0.4        (0.1     (33 )%      (0.1     (25 )% 

(Losses) gains from commodity derivative activity

     (1.2     (0.9     0.6        (0.3     (33 )%      (1.5     *   
  

 

 

   

 

 

   

 

 

         

Total operating revenues

     633.6        473.2        348.2        160.4        34     125.0        36

Purchases of propane

     582.5        444.3        299.3        138.2        31     145.0        48
  

 

 

   

 

 

   

 

 

         

Segment gross margin (a)

     51.1        28.9        48.9        22.2        77     (20.0     (41 )% 

Operating and maintenance expense

     (15.1     (12.6     (10.3     2.5        20     2.3        22

Depreciation and amortization expense

     (2.9     (1.9     (1.4     1.0        53     0.5        36

Other income – affiliates

     —          3.0        —          (3.0     (100 )%      3.0        100
  

 

 

   

 

 

   

 

 

         

Segment net income attributable to partners

   $ 33.1      $ 17.4      $ 37.2      $ 15.7        90   $ (19.8     (53 )% 
  

 

 

   

 

 

   

 

 

         

Operating Data:

              

Propane sales volume (Bbls/d)

     24,743        22,350        22,278        2,393        11     72        —  

 

* Percentage change is not meaningful.

 

(a) Segment gross margin consists of total operating revenues, including commodity derivative activity, less purchases of propane. Please read “Reconciliation of Non-GAAP Measures” above.

 

(b) Includes the results of our Chesapeake terminal, acquired July 30, 2010 from Atlantic Energy.

Year Ended December 31, 2011 vs. Year Ended December 31, 2010

Total Operating Revenues — Total operating revenues increased in 2011 compared to 2010, primarily as a result of the following:

 

   

$106.8 million increase attributable to higher propane prices, which impacts both purchases and sales; and

 

   

$53.9 million increase primarily as a result of our acquisition of Atlantic Energy.

These increases were partially offset by:

 

   

$0.3 million decrease related to commodity derivative activity.

Purchases of Propane — Purchases of propane increased in 2011 compared to 2010 due to higher propane prices, which impact both sales and purchases, and our acquisition of Atlantic Energy.

Segment Gross Margin — Segment gross margin increased in 2011 compared to 2010, primarily as a result of higher unit margins, increased volumes and our acquisition of Atlantic Energy. 2010 results reflect a planned outage related to our Providence terminal inspection.

Operating and Maintenance Expense — Operating and maintenance expense increased in 2011 compared to 2010, primarily as a result of our acquisition of Atlantic Energy.

 

25


Depreciation and Amortization Expense — Depreciation and amortization expense increased in 2011 compared to 2010, primarily as a result of our acquisition of Atlantic Energy.

Other income — affiliates — Other income — affiliates results for 2010 reflect a $3.0 million payment received in the second quarter from Spectra Energy, a supplier for our Wholesale Propane Logistics segment, related to an amendment of a supply agreement to shorten the term of the agreement by two years.

Propane Sales Volume — Propane sales volumes increased in 2011 compared to 2010, primarily as a result of our acquisition of Atlantic Energy. 2010 results reflect a planned outage related to our Providence terminal inspection.

Year Ended December 31, 2010 vs. Year Ended December 31, 2009

Total Operating Revenues — Total operating revenues increased in 2010 compared to 2009, primarily as a result of the following:

 

   

$111.7 million increase attributable to higher propane prices, which impact both sales and purchases; and

 

   

$35.4 million increase attributable to our acquisition of Atlantic Energy in July 2010.

This increase was partially offset by:

 

   

$20.5 million decrease attributable to a planned outage related to our Providence terminal inspection and reduced demand as a result of an early spring and warmer weather;

 

   

$1.5 million decrease due to commodity derivative activity.

Purchases of Propane — Purchases of propane increased in 2010 compared to 2009 as a result of higher propane prices, which impact both sales and purchases, and our acquisition of Atlantic Energy in July 2010, partially offset by decreased propane sales volumes.

Segment Gross Margin — Segment gross margin decreased in 2010 compared to 2009. 2010 results reflect a planned outage related to our Providence terminal inspection and reduced demand as a result of an early spring and warmer weather, partially offset by our acquisition of Atlantic Energy in July 2010. 2009 results reflect a late winter, increased spot sales volumes and significantly higher per unit margins, approximately $6.0 million of which was attributable to the sale of inventory that was written down at the end of the fourth quarter of 2008.

Operating and Maintenance Expense — Operating and maintenance expense increased in 2010 compared to 2009, primarily as a result of our acquisition of Atlantic Energy.

Depreciation and Amortization Expense — Depreciation and amortization expense increased in 2010 compared to 2009, primarily as a result of our acquisition of Atlantic Energy.

Other income — affiliates — Other income — affiliates increased due to a $3.0 million payment received in the second quarter of 2010 from Spectra Energy, related to an amendment of a supply agreement to shorten the term of the agreement by two years.

Propane Sales Volume — Propane sales volumes were stable in 2010 compared to 2009. 2010 results reflect increased volumes due to our acquisition of Atlantic Energy, offset by a planned outage related to our Providence terminal inspection and reduced demand as a result of an early spring and warmer weather. 2009 results reflect a late winter and increased spot sales volume.

 

26


Liquidity and Capital Resources

We expect our sources of liquidity to include:

 

   

cash generated from operations;

 

   

cash distributions from our unconsolidated affiliates;

 

   

borrowings under our revolving credit facility;

 

   

issuance of additional partnership units;

 

   

debt offerings;

 

   

guarantees issued by DCP Midstream, LLC, which reduce the amount of collateral we may be required to post with certain counterparties to our commodity derivative instruments; and

 

   

letters of credit.

We anticipate our more significant uses of resources to include:

 

   

capital expenditures;

 

   

quarterly distributions to our unitholders;

 

   

contributions to our unconsolidated affiliates to finance our share of their capital expenditures;

 

   

business and asset acquisitions; and

 

   

collateral with counterparties to our swap contracts to secure potential exposure under these contracts, which may, at times, be significant depending on commodity price movements, and which is required to the extent we exceed certain guarantees issued by DCP Midstream, LLC and letters of credit we have posted.

We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements, long-term capital expenditure and acquisition requirements, and quarterly cash distributions for the next twelve months. In the event these sources are not sufficient, we would reduce our discretionary spending.

We routinely evaluate opportunities for strategic investments or acquisitions. Future material investments or acquisitions may require that we obtain additional capital, assume third party debt or incur other long-term obligations. We have the option to utilize both equity and debt instruments as vehicles for the long-term financing of our investment activities and acquisitions.

On August 17, 2011, we entered into an equity distribution agreement with Citigroup Global Markets Inc., or Citi. The agreement provides for the offer and sale from time to time through Citi, our sales agent, common units having an aggregate offering amount of up to $150 million. During the year ended December 31, 2011, we issued 761,285 of our common units pursuant to this equity distribution agreement. We received proceeds of $30.2 million from the issuance of these common units, net of commissions and offering costs of $1.2 million, which were used to finance growth opportunities.

In March 2011, we executed a public equity offering which generated net proceeds of $139.7 million. The proceeds from the equity issuance were used primarily to fund our growth strategy, including acquisitions and organic expansion. The 2011 acquisitions include our purchase of an initial 33.33% interest in Southeast Texas for total cash consideration of $150.0 million and the DJ Basin NGL Fractionators for total cash consideration of $30.0 million. Our portion of expansion capital expenditures for 2011 was $133.6 million.

In 2010, we executed two public equity offerings which generated net proceeds $189.3 million. The proceeds from the equity issuances were used primarily to fund our growth strategy, including acquisitions and organic expansion. The 2010 acquisitions included our purchase of the Wattenberg NGL pipeline, the Chesapeake marine terminal, an additional interest in our Black Lake NGL pipeline and the Marysville NGL storage facility for total cash consideration, net of cash acquired of $203.3 million. Our portion of expansion capital expenditures for 2010 was $30.3 million. Additionally, we used the proceeds to fund our January 2011 $150.0 million acquisition of an initial 33.33% interest in Southeast Texas from DCP Midstream, LLC. The balance of the capital requirements were funded through borrowing on our revolving credit facility.

 

27


Based on current and anticipated levels of operations, we believe we have adequate committed financial resources to conduct our business, although deterioration in our operating environment could limit our borrowing capacity, raise our financing costs, as well as impact our compliance with our financial covenant requirements under our Credit Agreement. Our sources of funding could include additional borrowings under our Credit Agreement, the placement of public and private debt, and the issuance of our common units.

Changes in natural gas, NGL and condensate prices and the terms of our processing arrangements have a direct impact on our generation and use of cash from operations due to their impact on net income, along with the resulting changes in working capital. We have mitigated a portion of our anticipated commodity price risk associated with the equity volumes from our gathering and processing activities through 2016 with fixed price commodity swaps and collar arrangements. For additional information regarding our derivative activities, please read “— Quantitative and Qualitative Disclosures about Market Risk — Commodity Price Risk — Commodity Cash Flow Protection Activities.”

On November 10, 2011, we entered into a new Credit Agreement consisting of a senior unsecured revolving credit facility (credit facility) with capacity of $1.0 billion, which matures on November 10, 2016 (Credit Agreement). The Credit Agreement replaced our Amended and Restated Credit Agreement dated as of June 21, 2007 (the Prior Credit Agreement), which had a total borrowing capacity of $850.0 million and would have matured on June 21, 2012. The initial borrowing under the revolving credit facility was used to repay the Company’s indebtedness under the Prior Credit Agreement. The revolving credit facility provided by the Credit Agreement will be used for ongoing working capital requirements and for other general partnership purposes including acquisitions.

As of December 31, 2011, the outstanding balance on the revolving credit facility was $497.0 million resulting in unused revolver capacity of $501.9 million, of which approximately $279.5 million was available for general working capital purposes.

Our borrowing capacity is currently limited by the Credit Agreement’s financial covenant requirements. Except in the case of a default, which would make the borrowings under the Credit Agreement fully callable, amounts borrowed under the Credit Agreement will not mature prior to the November 10, 2016 maturity date. As of February 23, 2012, we had approximately $431.9 million of unused capacity under the Credit Agreement.

On January 3, 2012, we entered into a 2-year Term Loan Agreement with Wells Fargo Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as lenders. We borrowed $135.0 million under the term loan on January 3, 2012, which was used to fund the acquisition of the remaining 49.9% interest in East Texas. According to terms of the agreement, the proceeds of any subsequent indebtedness issued with a maturity date after January 3, 2014 must be used to prepay the term loan.

On May 26, 2010, we filed a universal shelf registration statement on Form S-3 with the SEC with a maximum aggregate offering price of $1.5 billion, to replace an existing shelf registration statement. The universal shelf registration statement will allow us to issue additional common units and debt securities.

In August 2010, we issued 2,990,000 common units at $32.57 per unit. We received proceeds of $93.1 million, net of offering costs, which we used to repay funds borrowed under the revolver portion of our Credit Facility.

In September 2010, we issued $250.0 million of 3.25% Senior Notes due October 1, 2015. We received net proceeds, after deducting underwriting discounts and offering expenses, of $247.7 million, which we used to repay funds borrowed under the revolver portion of our Credit Facility.

In November 2010, we issued 2,875,000 common units at $34.96 per unit. We received proceeds of $96.2 million, net of offering costs, which we used to fund the Southeast Texas acquisition.

In March 2011, we issued 3,596,636 common limited partner units at $40.55 per unit. We received proceeds of $139.7 million, net of offering costs.

 

28


The counterparties to each of our commodity swap contracts are investment-grade rated financial institutions. Under these contracts, we may be required to provide collateral to the counterparties in the event that our potential payment exposure exceeds a predetermined collateral threshold. Collateral thresholds are set by us and each counterparty, as applicable, in the master contract that governs our financial transactions based on our and the counterparty’s assessment of creditworthiness. The assessment of our position with respect to the collateral thresholds are determined on a counterparty by counterparty basis, and are impacted by the representative forward price curves and notional quantities under our swap contracts. Due to the interrelation between the representative crude oil and natural gas forward price curves, it is not practical to determine a single pricing point at which our swap contracts will meet the collateral thresholds as we may transact multiple commodities with the same counterparty. As of February 23, 2012, DCP Midstream, LLC had issued and outstanding parental guarantees totaling $70.0 million in favor of certain counterparties to our commodity derivative instruments to mitigate a portion of our collateral requirements with these counterparties. We pay DCP Midstream, LLC a fee of 0.50% per annum on these guarantees. As of February 23, 2012, we had a contingent letter of credit facility for up to $10.0 million, on which we pay a fee of 0.50% per annum. As of February 23, 2012, we had no letters of credit issued on this facility; we will pay a net fee of 1.75% per annum on letters of credit issued on this facility. This contingent letter of credit facility was issued directly by a financial institution and does not reduce the available capacity under our credit facility. These parental guarantees and contingent letter of credit facility reduce the amount of cash we may be required to post as collateral. As of February 23, 2012, we had no cash collateral posted with counterparties. Depending on daily commodity prices, the amount of collateral posted can go up or down on a daily basis. Predetermined collateral thresholds for commodity derivative instruments guaranteed by DCP Midstream, LLC are generally dependent on DCP Midstream, LLC’s credit rating and the thresholds would be reduced to zero in the event DCP Midstream, LLC’s credit rating were to fall below investment grade.

Discovery is owned 40% by us and 60% by Williams Partners, LP. Discovery is managed by a two-member management committee, consisting of one representative from each owner. The members of the management committee have voting power corresponding to their respective ownership interests in Discovery. All actions and decisions relating to Discovery require the unanimous approval of the owners except for a few limited situations. Discovery must make quarterly distributions of available cash (generally, cash from operations less required and discretionary reserves) to its owners. The management committee, by majority approval, will determine the amount of the distributions. In addition, the owners are required to offer to Discovery all opportunities to construct pipeline laterals within an “area of interest.” Calls for capital contributions are determined by a vote of the management committee and require unanimous approval of both owners in most instances.

Working Capital — Working capital is the amount by which current assets exceed current liabilities. Current assets are reduced by our quarterly distributions, which are required under the terms of our partnership agreement based on Available Cash, as defined in the partnership agreement. In general, our working capital is impacted by changes in the prices of commodities that we buy and sell, inventory levels and other business factors that affect our net income and cash flows. Our working capital is also impacted by the timing of operating cash receipts and disbursements, borrowings of and payments on debt, capital expenditures, and increases or decreases in restricted investments and other long-term assets.

We had a working capital deficit of $26.8 million as of December 31, 2011, compared to working capital of $35.1 million as of December 31, 2010. Included in these working capital amounts are net derivative working capital liabilities of $18.7 million and $42.1 million as of December 31, 2011 and December 31, 2010, respectively. The change in working capital is primarily attributable to the factors described above. We expect that our future working capital requirements will be impacted by these same factors.

As of December 31, 2011, we had $7.6 million in cash and cash equivalents. Of this balance, as of December 31, 2011, $5.1 million was held by subsidiaries we do not wholly own, which we consolidate in our financial results. Other than the cash held by these subsidiaries, this cash balance was available for general corporate purposes. In 2010, Congress passed Dodd Frank, which has the potential to impact our cash collateral and reporting requirements for our derivative positions depending on the final regulations adopted by the United States Commodity Futures Trading Commission and the U.S. Securities and Exchange Commission.

Cash Flow Operating, investing and financing activities was as follows:

 

     Year Ended December 31,  
     2011     2010     2009  
     (Millions)  

Net cash provided by operating activities

   $ 260.8      $ 162.4      $ 152.7   

Net cash used in investing activities

   $ (340.7   $ (345.5   $ (180.1

Net cash provided by (used in) financing activities

   $ 80.8      $ 187.7      $ (32.4

 

29


Our predecessor’s sources of liquidity, prior to its acquisition by us, included cash generated from operations and funding from DCP Midstream, LLC. Our predecessor’s cash receipts were deposited in DCP Midstream, LLC’s bank accounts and all cash disbursements were made from these accounts. Cash transactions for our predecessor were handled by DCP Midstream, LLC and were reflected in partners’ equity as net changes in parent advances to predecessors from DCP Midstream, LLC.

Net Cash Provided by Operating Activities — The changes in net cash provided by operating activities are attributable to our net income adjusted for non-cash charges as presented in the consolidated statements of cash flows and changes in working capital as discussed above.

We paid net cash for settlement of our commodity derivative instruments of approximately $34.6 million for the year ended December 31, 2011, and received cash of $14.8 million for the year ended December 31, 2010, approximately $6.2 million of which was associated with rebalancing our portfolio. We received cash for settlement of our commodity derivative instruments for the year ended December 31, 2009 of $26.4 million, approximately $4.8 million of which was associated with rebalancing our portfolio. During the year ended December 31, 2011, we made federal and state tax payments of $29.3 million and $0.3 million, respectively, related to our acquisition of Marysville and the conversion of the entity’s organizational structure from a corporation to a limited liability company. In addition, we received $3.6 million from DCP Midstream, LLC, related to the sale of surplus equipment, for the year ended December 31, 2010.

We and our predecessors received cash distributions from unconsolidated affiliates of $25.3 million, $30.0 million and $20.2 million during the years ended December 31, 2011, 2010 and 2009, respectively. Distributions exceeded earnings by $2.6 million for the year ended December 31, 2011.

Net Cash Used in Investing Activities — Net cash used in investing activities during 2011 was comprised of: (1) capital expenditures of $165.7 million (our portion of which was $146.5 million and the noncontrolling interest holders’ portion was $19.2 million), which includes $25.2 million of capital expenditures related to our Eagle Plant construction; (2) acquisition expenditures of $114.3 million, representing the carrying value of the net assets acquired, related to our acquisition of an initial 33.33% interest in Southeast Texas; (3) acquisition expenditures of $29.6 million related to our acquisition of our DJ Basin NGL Fractionators, $23.4 million related to our acquisition of Eagle Plant construction work in progress, and a payment of $7.5 million to the seller of Michigan Pipeline & Processing, LLC in relation to our contingent payment agreement; and (4) investments in unconsolidated affiliates of $7.0 million; partially offset by (5) proceeds from sales of assets of $5.2 million; and (6) a return of investment from unconsolidated affiliates of $1.6 million.

Net cash used in investing activities during 2010 was comprised of: (1) acquisition expenditures of $282.1 million related to our acquisition of Atlantic Energy, the Wattenberg NGL pipeline, Marysville, the Raywood processing plant and Liberty gathering system, and an additional 55% interest in Black Lake; (2) capital expenditures of $75.9 million (our portion of which was $61.1 million and the noncontrolling interest holders’ portion was $14.8 million); and (3) investments in unconsolidated affiliates of $2.3 million; partially offset by (4) net proceeds from sale of available-for-sale securities of $10.1 million; (5) proceeds from sale of assets of $3.5 million; and (6) a return of investment from Discovery of $1.2 million.

Net cash used in investing activities during 2009 was primarily used for: (1) capital expenditures of $182.2 million (our portion of which was $97.1 million and the noncontrolling interest holders’ portion was $85.1 million), which primarily consisted of expenditures for installation of compression and expansion of our East Texas system, expansion of our Colorado system, expansion of the Southeast Texas gathering system and storage facilities, and the completion of pipeline integrity system upgrades to our Wyoming system; (2) acquisition expenditure of $44.5 million, primarily related to the acquisition of certain companies that held natural gas gathering and treating assets from MichCon Pipeline Company of $45.1 million; and (3) investments in Discovery of $7.0 million, partially offset by (4) net proceeds from sale of available-for-sale securities of $50.0 million; (5) a return of investment from Discovery of $2.2 million; and (6) proceeds from sale of assets of $1.4 million.

Net Cash Provided By (Used in) Financing Activities — Net cash provided by financing activities during 2011 was comprised of: (1) proceeds from the issuance of common units, net of offering costs, of $169.7 million; (2) net borrowing of debt of $99.0 million; (3) contributions from noncontrolling interests of $18.3 million; and (4) net change in advances to predecessor from DCP Midstream, LLC of $10.9 million; partially offset by (5) distributions to our unitholders and general partner of $132.4 million; (6) distributions to noncontrolling interests of $44.8 million; (7) excess purchase price over the acquired net assets of Southeast Texas of $35.7 million; and (8) payment of deferred financing costs of $4.2 million.

During 2011, total outstanding indebtedness under our $1.0 billion Credit Agreement, which includes borrowings under our revolving credit facility and letters of credit issued under the Credit Agreement, was not less than $425.5 million and did not exceed $591.1 million. The weighted-average indebtedness outstanding under the revolving credit facility was $519.1 million, $454.1 million, $483.8 million and $517.1 million for the first, second, third and fourth quarters of 2011, respectively.

 

30


We had unused revolver capacity, which is available for commitments under the Prior Credit Agreement or the Credit Agreement, of $423.5 million, $387.9 million, $372.9 million and $501.9 million at the end of the first, second, third and fourth quarters of 2011, respectively.

During 2011, we had the following net movements on our revolving credit facility:

 

   

$150.0 million borrowing to fund the acquisition of our initial 33.33% interest in Southeast Texas;

 

   

$30.0 million borrowing to fund the purchase of the DJ Basin NGL Fractionators;

 

   

$29.6 million borrowing to fund the Marysville tax payment;

 

   

$23.4 million borrowing to fund the purchase of certain tangible assets and land located in the Eagle Ford Shale; and

 

   

$5.7 million net borrowings; partially offset by

 

   

$139.7 million repayment financed by the issue of 3,596,636 common units in March 2011.

Net cash provided by financing activities during 2010 was comprised of: (1) borrowings of $868.2 million; (2) proceeds from the issuance of common units net of offering costs of $189.3 million; (3) net change in advances to predecessor from DCP Midstream, LLC of $82.3 million; (4) contributions from noncontrolling interests of $13.8 million; and (5) contributions from DCP Midstream, LLC of $0.6 million; partially offset by (6) repayments of debt of $833.4 million; (7) distributions to our unitholders and general partner of $101.9 million; (8) distributions to noncontrolling interests of $25.6 million; (9) purchase of additional interest in a subsidiary of $3.5 million; and (10) payment of deferred financing costs of $2.1 million.

During 2010, total outstanding indebtedness under our $850.0 million Prior Credit Agreement, which includes borrowings under our revolving credit facility, our term loan and letters of credit issued under the Prior Credit Agreement, was not less than $300.5 million and did not exceed $722.4 million. The weighted-average indebtedness outstanding under the revolving credit facility was $622.5 million, $625.9 million, $634.7 million and $347.9 million for the first, second, third and fourth quarters of 2010, respectively.

We had unused revolver capacity, which is available commitments under the Prior Credit Agreement of $209.3 million, $234.6 million, $486.5 million and $419.9 million at the end of the first, second, third and fourth quarters of 2010, respectively.

During 2010, we had the following net movements on our revolving credit facility:

 

   

$247.7 million repayment financed by the issue of $250.0 million of 3.25% Senior Notes due October 1, 2015;

 

   

$93.1 million repayment financed by the issue of 2,990,000 common units in August 2010; and

 

   

$96.2 million repayment financed by the issue of 2,875,000 common units in November 2010; partially offset by

 

   

$66.3 million borrowing to fund the acquisition of Atlantic Energy, which includes $17.3 million for propane inventory and working capital;

 

   

$16.3 million net borrowings for general corporate purposes;

 

   

$22.0 million borrowing to fund the acquisition of the Wattenberg pipeline;

 

   

$16.6 million borrowing to fund the acquisition of an additional 55% interest in Black Lake;

 

31


   

$100.8 million borrowing to fund the acquisition of Marysville, which includes $6.0 million for inventory and working capital; and

 

   

$10.0 million borrowing to fund repayment of our term loan.

During 2010, we had a repayment of $10.0 million on our term loan and released $10.0 million of restricted investments which were required as collateral for the facility.

Net cash used in financing activities during 2009 was comprised of: (1) repayments of debt of $280.5 million; (2) distributions to our unitholders and general partner of $85.3 million; (3) distributions to noncontrolling interests of $27.0 million; and (4) net change in advances to predecessor from DCP Midstream, LLC of $25.5 million, partially offset by (5) borrowings of $237.0 million; (6) contributions from noncontrolling interests of $78.7 million; (7) the issuance of common units for $69.5 million, net of offering costs; and (8) contributions from DCP Midstream, LLC of $0.7 million.

During 2009, total outstanding indebtedness under our $850.0 million Prior Credit Agreement, which includes borrowings under our revolving credit facility, our term loan and letters of credit issued under the Prior Credit Agreement, was not less than $608.3 million and did not exceed $656.8 million. The weighted average indebtedness outstanding was $656.7 million, $644.4 million, $638.3 million and $620.4 million for the first, second, third and fourth quarters of 2009, respectively.

We had liquidity, which is available commitments under the Prior Credit Agreement of $239.3 million, $221.3 million, $221.3 million and $221.3 million at the end of the first, second, third and fourth quarters of 2009, respectively.

During 2009, we had the following net movements on our Prior Credit Agreement:

 

   

$50.0 million borrowing under our revolving credit facility to fund a partial repayment of our term loan; partially offset by

 

   

$43.5 million repayment under our revolving credit facility.

We expect to continue to use cash in financing activities for the payment of distributions to our unitholders and general partner. See Note 13 of the Notes to Consolidated Financial Statements in Exhibit 99.3 to this Form 8-K.

Capital Requirements — The midstream energy business can be capital intensive, requiring significant investment to maintain and upgrade existing operations. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of the following:

 

   

maintenance capital expenditures, which are cash expenditures where we add on to or improve capital assets owned, including certain system integrity and safety improvements, or acquire or construct new capital assets if such expenditures are made to maintain, including over the long-term, our operating or earnings capacity; and

 

   

expansion capital expenditures, which are cash expenditures for acquisitions or capital improvements (where we add on to or improve the capital assets owned, or acquire or construct new gathering lines, treating facilities, processing plants, fractionation facilities, pipelines, terminals, docks, truck racks, tankage and other storage, distribution or transportation facilities and related or similar midstream assets) in each case if such addition, improvement, acquisition or construction is made to increase our operating or earnings capacity.

We incur capital expenditures for our consolidated entities and our unconsolidated affiliates. We anticipate maintenance capital expenditures of between $15.0 million and $20.0 million, and expenditures for expansion capital of between $250.0 million and $300.0 million, for the year ending December 31, 2012. Expansion capital expenditures include construction of the Eagle Plant, Discovery’s Keathley Canyon, which is shown as investments in unconsolidated affiliates, expansion and upgrades to our East Texas complex and acquisition integration projects. The board of directors may approve additional growth capital during the year, at their discretion.

 

32


The following table summarizes our maintenance and expansion capital expenditures for our consolidated entities.

 

     Year Ended December 31, 2011      Year Ended December 31, 2010  
     Maintenance
Capital
Expenditures
     Expansion
Capital
Expenditures
     Total
Consolidated
Capital
Expenditures
     Maintenance
Capital
Expenditures
     Expansion
Capital
Expenditures
     Total
Consolidated
Capital
Expenditures
 
     (Millions)      (Millions)  

Our portion

   $ 12.9       $ 133.6       $ 146.5       $ 6.9       $ 54.2       $ 61.1   

Noncontrolling interest portion

     5.5         13.7         19.2         6.4         8.4         14.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 18.4       $ 147.3       $ 165.7       $ 13.3       $ 62.6       $ 75.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Year Ended December 31, 2009  
     Maintenance
Capital
Expenditures
     Expansion
Capital
Expenditures
     Total
Consolidated
Capital
Expenditures
 
     (Millions)  

Our portion

   $ 13.6       $ 83.5       $ 97.1   

Noncontrolling interest portion

     21.3         63.8         85.1   
  

 

 

    

 

 

    

 

 

 

Total

   $ 34.9       $ 147.3       $ 182.2   
  

 

 

    

 

 

    

 

 

 

In addition, we invested cash in unconsolidated affiliates of $7.0 million, $2.3 million and $7.0 million during the years ended December 31, 2011, 2010 and 2009, respectively, of which $2.3 million and $2.8 million was to fund our share of capital expansion projects during the years ended December 31, 2010 and 2009, respectively. $4.2 million in 2009, was to fund repairs to Discovery following damage caused by Hurricane Ike in 2008 (of which $1.2 and $2.2 million was returned to us by Discovery during 2010 and 2009, respectively).

Capital expenditures increased in 2011 compared to 2010 primarily as a result of construction of our Eagle Plant and acquisition integration costs.

We intend to make cash distributions to our unitholders and our general partner. Due to our cash distribution policy, we expect that we will distribute to our unitholders most of the cash generated by our operations. As a result, we expect that we will rely upon external financing sources, which could include debt and common unit issuances, to fund our acquisition and expansion capital expenditures.

We expect to fund future capital expenditures with funds generated from our operations, borrowings under our credit facility, issuance of long-term debt and the issuance of additional partnership units. If these sources are not sufficient, we will reduce our discretionary spending.

Cash Distributions to Unitholders — Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all Available Cash, as defined in the partnership agreement. We made cash distributions to our unitholders and general partner, including payment to our general partner related to our incentive distribution rights, of $132.4 million, $101.9 million and $85.3 million during 2011, 2010 and 2009, respectively. We intend to continue making quarterly distribution payments to our unitholders and general partner to the extent we have sufficient cash from operations after the establishment of reserves.

Description of the Credit Agreement — On November 10, 2011, we entered into a Credit Agreement providing for a $1.0 billion revolving credit facility that matures November 10, 2016. The Credit Agreement replaced the Prior Credit Agreement, which had a total borrowing capacity of $850.0 million and would have matured on June 21, 2012. As of December 31, 2011, the outstanding balance on the revolving credit facility was $497.0 million resulting in unused revolver capacity of $501.9 million, of which approximately $279.5 million was available for general working capital purposes.

Our obligations under the revolving credit facility are unsecured. The unused portion of the revolving credit facility may be used for letters of credit. At December 31, 2011 and 2010, we had outstanding letters of credit issued under the Credit Agreement and Prior Credit Agreement of $1.1 million and $32.1 million, respectively.

 

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We may prepay all loans at any time without penalty, subject to the reimbursement of lender breakage costs in the case of prepayment of London Interbank Offered Rate, or LIBOR, borrowings. Indebtedness under the revolving credit facility bears interest at either: (1) LIBOR, plus an applicable margin ranging from 0.85% to 1.65% depending on our credit rating; or (2) (a) the base rate which shall be the higher of Wells Fargo Bank N.A.’s prime rate, the Federal Funds rate plus 0.50% or the LIBOR Market Index rate plus 1%, plus (b) an applicable margin ranging from 0% to 0.65% depending on our credit rating. As of December 31, 2011, the weighted-average interest rate on the $497.0 million of borrowings outstanding under the revolving credit facility was 1.69% per annum, excluding the impact of interest swaps. The revolving credit facility incurs an annual facility fee of 0.15% to 0.35% depending on our credit rating. This fee is paid on drawn and undrawn portions of the revolving credit facility.

The Credit Agreement requires us to maintain a leverage ratio (the ratio of our consolidated indebtedness to our consolidated EBITDA, in each case as is defined by the Credit Agreement) of not more than 5.0 to 1.0, and on a temporary basis for not more than three consecutive quarters (including the quarter in which such acquisition is consummated) following the consummation of asset acquisitions in the midstream energy business of not more than 5.5 to 1.0.

Description of the Term Loan Agreement — On January 3, 2012, we entered into a 2-year Term Loan Agreement with Wells Fargo Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as lenders. We borrowed $135.0 million under the term loan on January 3, 2012, which was used to fund the acquisition of the remaining 49.9% interest in East Texas.

The term loan will mature on January 3, 2014. The proceeds of any subsequent indebtedness issued with a maturity date after January 3, 2014 must be used to prepay the term loan. Indebtedness under the term loan bears interest at either: (1) LIBOR, plus an applicable margin ranging from 1.0% to 1.75% depending on our credit rating; or (2) the higher of Wells Fargo Bank’s prime rate plus an applicable margin ranging from 0% to 0.75% depending on our credit rating, the Federal Funds rate plus 0.50% or the LIBOR Market Index rate plus 1%.

The Term Loan Agreement requires us to maintain a leverage ratio (the ratio of our consolidated indebtedness to our consolidated EBITDA, in each case as is defined by the Term Loan Agreement) of not more than 5.0 to 1.0, and on a temporary basis for not more than three consecutive quarters (including the quarter in which such acquisition is consummated) following the consummation of asset acquisitions in the midstream energy business of not more than 5.5 to 1.0.

Description of Debt Securities — On September 30, 2010, we issued $250.0 million of our 3.25% Senior Notes due October 1, 2015. We received net proceeds of $247.7 million, net of underwriters’ fees, related expense and unamortized discounts of $1.5 million, $0.6 million and $0.2 million, respectively, which we used to repay funds borrowed under the revolver portion of our Credit Facility. Interest on the notes will be paid semi-annually on April 1 and October 1 of each year. The notes will mature on October 1, 2015, unless redeemed prior to maturity. The underwriters’ fees and related expense are deferred in other long-term assets in our consolidated balance sheets and will be amortized over the term of the notes.

The notes are senior unsecured obligations, ranking equally in right of payment with our existing unsecured indebtedness, including indebtedness under our Credit Facility. We are not required to make mandatory redemption or sinking fund payments with respect to these notes. The securities are redeemable at a premium at our option.

 

34


Total Contractual Cash Obligations and Off-Balance Sheet Obligations — A summary of our total contractual cash obligations as of December 31, 2011, is as follows:

 

     Payments Due by Period  
     Total      2012      2013-2014      2015-2016      2017 and
Thereafter
 
     (Millions)  

Long-term debt (a)

   $ 805.2       $ 23.9       $ 26.1       $ 755.2       $ —     

Operating lease obligations (b)

     30.4         12.5         13.6         3.3         1.0   

Purchase obligations (c)

     471.3         295.9         82.5         72.5         20.4   

Other long-term liabilities (d)

     13.6         —           0.6         0.2         12.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,320.5       $ 332.3       $ 122.8       $ 831.2       $ 34.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) Includes interest payments on debt that has been swapped to a fixed-rate obligation and on debt securities that have been issued. These interest payments are $23.9 million, $26.1 million and $8.2 million for 2012, 2013-2014 and 2015-2016, respectively. Interest payments on debt that has not been swapped to a fixed-rate obligation are not included as these payments are based on floating interest rates and we cannot determine with accuracy the periodic repayment dates or the amounts of the interest payments.
(b) Our operating lease obligations are contractual obligations, and primarily consist of our leased marine propane terminal and railcar leases, both of which provide supply and storage infrastructure for our Wholesale Propane Logistics business. Operating lease obligations also include firm transportation arrangements and natural gas storage for our Pelico system. The firm transportation arrangements supply off-system natural gas to Pelico and the natural gas storage arrangement enables us to maximize the value between the current price of natural gas and the futures market price of natural gas.
(c) Our purchase obligations are contractual obligations and include purchase orders for capital expenditures, various non-cancelable commitments to purchase physical quantities of propane supply for our Wholesale Propane Logistics business and other items. For contracts where the price paid is based on an index, the amount is based on the forward market prices as of December 31, 2011. Purchase obligations exclude accounts payable, accrued interest payable and other current liabilities recognized in the consolidated balance sheets. Purchase obligations also exclude current and long-term unrealized losses on derivative instruments included in the consolidated balance sheet, which represent the current fair value of various derivative contracts and do not represent future cash purchase obligations. These contracts may be settled financially at the difference between the future market price and the contractual price and may result in cash payments or cash receipts in the future, but generally do not require delivery of physical quantities of the underlying commodity. In addition, many of our gas purchase contracts include short and long-term commitments to purchase produced gas at market prices. These contracts, which have no minimum quantities, are excluded from the table.
(d) Other long-term liabilities include $12.4 million of asset retirement obligations and $1.2 million of environmental reserves recognized in the consolidated balance sheet at December 31, 2011.

We have no items that are classified as off balance sheet obligations.

 

35


Critical Accounting Policies and Estimates

Our financial statements reflect the selection and application of accounting policies that require management to make estimates and assumptions. We believe that the following are the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operations. These accounting policies are described further in Note 2 of the Notes to Consolidated Financial Statements in Exhibit 99.3 to this Form 8-K.

 

Description

  

Judgments and Uncertainties

  

Effect if Actual Results Differ

          from Assumptions         

Inventories

Inventories, which consist of NGLs and natural gas, are recorded at the lower of weighted-average cost or market value.    Judgment is required in determining the market value of inventory, as the geographic location impacts market prices, and quoted market prices may not be available for the particular location of our inventory.    If the market value of our inventory is lower than the cost, we may be exposed to losses that could be material. If commodity prices were to decrease by 10% below our December 31, 2011 weighted-average cost, our net income would be affected by approximately $8.8 million.
Impairment of Goodwill      
We evaluate goodwill for impairment annually in the third quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.    We determine fair value using widely accepted valuation techniques, namely discounted cash flow and market multiple analyses. These techniques are also used when allocating the purchase price to acquired assets and liabilities. These types of analyses require us to make assumptions and estimates regarding industry and economic factors and the profitability of future business strategies. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as future expectations.    We completed our impairment testing of goodwill using the methodology described herein, and determined there was no impairment. Key assumptions in the analysis include the use of an appropriate discount rate and estimated future cash flows. In estimating cash flows, we incorporate current market information, as well as historical and other factors, into our forecasted commodity prices and throughput volumes. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to goodwill impairment charges, which would be recognized in the period in which the carrying value exceeds fair value. We have not recorded any impairment charges on goodwill during the year ended December 31, 2011.

 

36


Description

  

Judgments and Uncertainties

  

Effect if Actual Results Differ

          from Assumptions         

Impairment of Long-Lived Assets

We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. This evaluation is based on undiscounted cash flow projections expected to be realized over the remaining useful life of the primary asset. The carrying amount is not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.    Our impairment analyses may require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. We assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. These techniques are also used when allocating the purchase price to acquired assets and liabilities.    Using the impairment review methodology described herein, we have not recorded any impairment charges on long-lived assets during the year ended December 31, 2011. If actual results are not consistent with our assumptions and estimates or our assumptions and estimates change due to new information, we may be exposed to an impairment charge.

Impairment of Investments in Unconsolidated Affiliates

We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investment may have experienced a decline in value. When evidence of loss in value has occurred, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred.    Our impairment loss calculations require management to apply judgment in estimating future cash flows and asset fair values, including forecasting useful lives of the assets, assessing the probability of differing estimated outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. We assess the fair value of our unconsolidated affiliates using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models.    Using the impairment review methodology described herein, we have not recorded any impairment charges on investments in unconsolidated affiliates during the year ended December 31, 2011. If the estimated fair value of our unconsolidated affiliates is less than the carrying value, we would recognize an impairment loss for the excess of the carrying value over the estimated fair value.

 

37


Description

  

Judgments and Uncertainties

  

Effect if Actual Results Differ

          from Assumptions         

Accounting for Risk Management Activities and Financial Instruments

Each derivative not qualifying for the normal purchases and normal sales exception is recorded on a gross basis in the consolidated balance sheets at its fair value as unrealized gains or unrealized losses on derivative instruments. Derivative assets and liabilities remain classified in our consolidated balance sheets as unrealized gains or unrealized losses on derivative instruments at fair value until the contractual settlement period impacts earnings. Values are adjusted to reflect the credit risk inherent in the transaction as well as the potential impact of liquidating open positions in an orderly manner over a reasonable time period under current conditions.    When available, quoted market prices or prices obtained through external sources are used to determine a contract’s fair value. For contracts with a delivery location or duration for which quoted market prices are not available, fair value is determined based on pricing models developed primarily from historical and the expected relationship with quoted market prices.    If our estimates of fair value are inaccurate, we may be exposed to losses or gains that could be material. A 10% difference in our estimated fair value of derivatives at December 31, 2011 would have affected net income by approximately $2.4 million for the year ended December 31, 2011.

Accounting for Equity-Based Compensation

Our long-term incentive plan permits for the grant of restricted units, phantom units, unit options and substitute awards. Equity-based compensation expense is recognized over the vesting period or service period of the related awards. We estimate the fair value of each award, and the number of awards that will ultimately vest, at the end of each period.    Estimating the fair value of each award, the number of awards that will ultimately vest, and the forfeiture rate requires management to apply judgment to estimate the tenure of our employees and the achievement of certain performance targets over the performance period.    If actual results are not consistent with our assumptions and judgments or our assumptions and estimates change due to new information, we may experience material changes in compensation expense.

Accounting for Asset Retirement Obligations

Asset retirement obligations associated with tangible long-lived assets are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made, and added to the carrying amount of the associated asset. This additional carrying amount is then depreciated over the life of the asset. The liability is determined using a credit adjusted risk free interest rate, and increases due to the passage of time based on the time value of money until the obligation is settled.    Estimating the fair value of asset retirement obligations requires management to apply judgment to evaluate the necessary retirement activities, estimate the costs to perform those activities, including the timing and duration of potential future retirement activities, and estimate the risk free interest rate. When making these assumptions, we consider a number of factors, including historical retirement costs, the location and complexity of the asset and general economic conditions.    If actual results are not consistent with our assumptions and judgments or our assumptions and estimates change due to new information, we may experience material changes in our asset retirement obligations. Establishing an asset retirement obligation has no initial impact on net income. A 10% change in depreciation and accretion expense associated with our asset retirement obligations during the year ended December 31, 2011 would impact our net income by approximately $0.1 million.

 

38


Recent Accounting Pronouncements

Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, 2011-11 “Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities,” or ASU 2011-11 — In December 2011, the FASB issued ASU 2011-11, which amends Accounting Standards Codification, or ASC, Topic 210 “Balance Sheet.” ASU 2011-11 will require entities to disclose information about offsetting and related arrangements to enable financial statement users to understand the effect of such arrangements on the statement of financial position. The provisions of ASU 2011-11 are effective for us in interim and annual reporting periods beginning on or after January 1, 2013 and we are currently assessing the impact of adoption on our consolidated results of operations, cash flows and financial position.

ASU 2011-08 “Intangibles – Goodwill and Other (Topic 350),” or ASU 2011-08 — In September 2011, the FASB issued ASU 2011-08, which amends Accounting Standards Codification, or ASC, Topic 350 “Intangibles — Goodwill and Other.” ASU 2011-08 provides additional guidance on the two-step test for goodwill impairment as previously described in Topic 350 “Intangibles — Goodwill and Other.” Under the new guidance, entities may elect to first assess qualitative factors instead of calculating the fair value of a reporting unit unless the entity determines that it is more likely than not the fair value of the reporting unit is less than its carrying value. This ASU is effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We elected to adopt ASU 2011-08 for our 2011 annual goodwill impairment test. There was no impact from the adoption of ASU 2011-08 on our consolidated results of operations, cash flows and financial position.

ASU 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, or ASU 2011-04 — In May 2011, the FASB issued ASU 2011-04 which amends ASC, Topic 820 “Fair Value Measurements and Disclosures” to change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, clarify the FASB’s intent about the application of existing fair value measurement requirements, and change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The provisions of ASU 2011-04 are effective for us for interim and annual periods beginning after December 15, 2011 and we are currently assessing the impact of adoption on our consolidated results of operations, cash flows and financial position.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse change in market prices and rates. We are exposed to market risks, including changes in commodity prices and interest rates. We may use financial instruments such as forward contracts, swaps and futures to mitigate a portion of the effects of identified risks. In general, we attempt to mitigate a portion of the risks related to the variability of future earnings and cash flows resulting from changes in applicable commodity prices or interest rates so that we can maintain cash flows sufficient to meet debt service, required capital expenditures, distribution objectives and similar requirements.

Risk Management Policy

We have established a comprehensive risk management policy, or Risk Management Policy, and a risk management committee, or the Risk Management Committee, to monitor and manage market risks associated with commodity prices and counterparty credit. Our Risk Management Committee is composed of senior executives who receive regular briefings on positions and exposures, credit exposures and overall risk management in the context of market activities. The Risk Management Committee is responsible for the overall management of credit risk and commodity price risk, including monitoring exposure limits.

See Note 12, Risk Management and Hedging Activities, of the Notes to Consolidated Financial Statements in Exhibit 99.3 to this Form 8-K for further discussion of the accounting for derivative contracts.

 

39


Credit Risk

Our principal customers in the Natural Gas Services segment are large, natural gas marketers and industrial end-users. Our principal customers in the Wholesale Propane Logistics segment are primarily retail propane distributors. In the NGL Logistics Segment, our principal customers include an affiliate of DCP Midstream, LLC, producers and marketing companies. Substantially all of our natural gas, propane and NGL sales are made at market-based prices. This concentration of credit risk may affect our overall credit risk, as these customers may be similarly affected by changes in economic, regulatory or other factors. Where exposed to credit risk, we analyze the counterparties’ financial condition prior to entering into an agreement, establish credit limits, and monitor the appropriateness of these limits on an ongoing basis. We operate under DCP Midstream, LLC’s corporate credit policy. DCP Midstream, LLC’s corporate credit policy, as well as the standard terms and conditions of our agreements, prescribe the use of financial responsibility and reasonable grounds for adequate assurances. These provisions allow our credit department to request that a counterparty remedy credit limit violations by posting cash or letters of credit for exposure in excess of an established credit line. The credit line represents an open credit limit, determined in accordance with DCP Midstream, LLC’s credit policy. Our standard agreements also provide that the inability of a counterparty to post collateral is sufficient cause to terminate a contract and liquidate all positions. The adequate assurance provisions also allow us to suspend deliveries, cancel agreements or continue deliveries to the buyer after the buyer provides security for payment to us in a satisfactory form.

Interest Rate Risk

Interest rates on future credit facility draws and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. Although this could limit our ability to raise funds in the debt capital markets, we expect to remain competitive with respect to acquisitions and capital projects, as our competitors would face similar circumstances.

We mitigate a portion of our interest rate risk with interest rate swaps and forward-starting interest rate swaps that reduce our exposure to market rate fluctuations by converting variable interest rates on our existing debt to fixed interest rates and locking in rates on our anticipated future fixed-rate debt, respectively. The interest rate swap agreements convert the interest rate associated with the indebtedness outstanding under our revolving credit facility to a fixed-rate obligation, thereby reducing the exposure to market rate fluctuations. The forward-starting interest rate swap agreements lock in the interest rate associated with our anticipated future fixed-rate debt, thereby reducing the exposure to market rate fluctuations prior to issuance.

At December 31, 2011, we had interest rate swap agreements totaling $450.0 million, of which we have designated $425.0 million as cash flow hedges and account for the remaining $25.0 million under the mark-to-market method of accounting. As we generally expect to have variable-rate debt levels equal to or exceeding our swap positions during their term, the entire $450.0 million of these arrangements mitigate our interest rate risk through June 2012, with $150.0 million extending from June 2012 through June 2014. Based on our current operations we believe our interest rate swap agreements mitigate our interest rate risk associated with our variable-rate debt. As of February 23, 2012, we had interest rate swap agreements totaling $450.0 million, of which we have designated $425.0 million as cash flow hedges and account for the remaining $25.0 million under the mark-to-market method of accounting.

At December 31, 2011, we had forward-starting interest rate swap agreements totaling $195.0 million, which we have designated as cash flow hedges. As we anticipate entering into future fixed-rate debt at levels equal to or exceeding our forward-starting swap positions during their term, the entire $195.0 million of these arrangements mitigate a portion of our interest rate risk through the term of our anticipated debt into 2022. Under the terms of the forward-starting interest rate swap agreements, we will pay fixed-rates ranging from 2.15% to 2.598%, and receive interest payments approximating 10-year U.S. Treasury rates. Based on our current operations we believe our forward-starting interest rate swap agreements mitigate a portion of our interest rate risk associated with our anticipated future fixed-rate debt.

Effectiveness of our interest rate swap agreements designated as cash flow hedges is determined by matching the principal balance and terms with that of the specified obligation. The effective portions of changes in fair value are recognized in AOCI in the consolidated balance sheets and are reclassified into earnings as the hedged transactions impact earnings. Ineffective portions of changes in fair value are recognized in earnings.

At December 31, 2010, we had interest rate swap agreements totaling $450.0 million, of which we had designated $275.0 million as cash flow hedges and accounted for the remaining $175.0 million under the mark-to-market method of accounting. This resulted in $450.0 million of these swap agreements mitigating our interest rate risk through June 2012, with $150.0 million extending from June 2012 through June 2014.

 

40


At December 31, 2011, the effective weighted-average interest rate on our outstanding debt was 4.45%, taking into account our interest rate swap agreements totaling $450.0 million.

Based on the annualized unhedged borrowings under our credit facility of $72.0 million as of December 31, 2011, a 0.5% movement in the base rate or LIBOR rate would result in an approximately $0.4 million annualized increase or decrease in interest expense.

Commodity Price Risk

We are exposed to the impact of market fluctuations in the prices of natural gas, NGLs and condensate as a result of our gathering, processing, sales and storage activities. For gathering services, we receive fees or commodities from producers to bring the natural gas from the wellhead to the processing plant. For processing and storage services, we either receive fees or commodities as payment for these services, depending on the types of contracts. We employ established policies and procedures to manage our risks associated with these market fluctuations using various commodity derivatives, including forward contracts, swaps, costless collars and futures.

Commodity Cash Flow Protection Activities — We closely monitor the risks associated with commodity price changes on our future operations and, where appropriate, use various fixed price swaps and collar arrangements to mitigate a portion of the effect pricing fluctuations may have on the value of our assets and operations. Depending on our risk management objectives, we may periodically settle a portion of these instruments prior to their maturity.

We enter into derivative financial instruments to mitigate a portion of the cash flow risk of decreased natural gas, NGL and condensate prices associated with our percent-of-proceeds arrangements and gathering operations. We also may enter into natural gas derivatives to lock in margin around our transportation or storage assets. Historically, there has been a strong relationship between NGL prices and crude oil prices, with some recent exceptions. Given the limited liquidity and tenor of the NGL financial market, we have historically used crude oil swaps and costless collars to mitigate a portion of our NGL price risk. For the nearer tenor where there is greater liquidity in the NGL derivatives market, we have periodically also utilized NGL derivatives. When the relationship of NGL prices to crude oil prices is at a discount to historical ranges, we experience additional exposure as a result of the relationship where we utilize crude oil swaps and costless collars to mitigate NGL price exposure. When our crude oil swaps become short-term in nature, we have periodically converted certain crude oil derivatives to NGL derivatives by entering into offsetting crude oil swaps while adding NGL swaps, a portion of which are with DCP Midstream, LLC. As a result of these transactions, we have mitigated a portion of our expected natural gas, NGL and condensate commodity price risk through 2016.

The derivative financial instruments we have entered into are typically referred to as “swap” contracts and “collar” arrangements. The swap contracts entitle us to receive payment at settlement from the counterparty to the contract to the extent that the reference price is below the swap price stated in the contract, and we are required to make payment at settlement to the counterparty to the extent that the reference price is higher than the swap price stated in the contract.

We also use commodity collar arrangements, which entitle us to receive payment at settlement from the counterparty to the contract to the extent that the reference price is below the floor price stated in the contract. Conversely, if the reference price is above the ceiling price stated in the contract, we are required to make payment at settlement to the counterparty. If the reference price is between the floor price and the ceiling price, no payment will be made at the settlement of the contract.

We are using the mark-to-market method of accounting for all commodity derivative instruments, which has significantly increased the volatility of our results of operations as we recognize, in current earnings, all non-cash gains and losses from the mark-to-market on derivative activity.

 

41


The following tables set forth additional information about our fixed price swaps, and our collar arrangements used to mitigate a portion of our natural gas and NGL price risk associated with our percent-of-proceeds arrangements and our condensate price risk associated with our gathering operations, as of February 23, 2012:

Commodity Swaps

 

Period

 

Commodity

  Notional Volume -
(Short)/
Long Positions
  

Reference Price

 

Price Range

January 2012 — December 2012

  Natural Gas   (1,181) MMBtu/d    Monthly Average for Carthage Gas Daily Daily (e)   $4.34/MMBtu

January 2012 — December 2014

  Natural Gas   (500) MMBtu/d    IFERC Monthly Index Price for Colorado Interstate Gas Pipeline (a)   $5.06/MMBtu

January 2012 — December 2014

  Natural Gas   (1000) MMBtu/d    Texas Gas Transmission Price (b)   $4.87/MMBtu

January 2012 — December 2012

  NGL’s   (805) Bbls/d    Mt.Belvieu Non-TET (d)   $1.40-$2.24/Gal

January 2012 — March 2012

  NGL’s   (1,869) Bbls/d    Mt.Belvieu Non-TET (d)   $1.48-$2.19/Gal

April 2012 — December 2012

  NGL’s   (702) Bbls/d    Mt.Belvieu Non-TET (d)   $2.20/Gal

January 2012 — December 2012

  Crude Oil   (2,325) Bbls/d    Asian-pricing of NYMEX crude oil futures (c)   $66.72 - $99.85/Bbl

January 2013 — December 2013

  Crude Oil   (2,250) Bbls/d    Asian-pricing of NYMEX crude oil futures (c)   $67.60 - $99.85/Bbl

January 2014 — December 2014

  Crude Oil   (1,500) Bbls/d    Asian-pricing of NYMEX crude oil futures (c)   $74.90 - $96.08/Bbl

January 2015 — December 2015

  Crude Oil   (1,000) Bbls/d    Asian-pricing of NYMEX crude oil futures (c)   $92.00-$100.04/Bbl

January 2016 — December 2016

  Crude Oil   (500) Bbls/d    Asian-pricing of NYMEX crude oil futures (c)   $101.30/Bbl

January 2012 — December 2014

  Natural Gas   500 MMBtu/d    Texas Gas Transmission Price (b)   $4.93/MMBtu

January 2012 — March 2012

  Crude Oil   1,350 Bbls/d    Asian-pricing of NYMEX crude oil futures (c)   $86.45/Bbl

April 2012 — December 2012

  Crude Oil   700 Bbls/d    Asian-pricing of NYMEX crude oil futures (c)   $92.00/Bbl

 

(a) The Inside FERC index price for natural gas delivered into the Colorado Interstate Gas (CIG) pipeline.
(b) The Inside FERC index price for natural gas delivered into the Texas Gas Transmission pipeline in the North Louisiana area.
(c) Monthly average of the daily close prices for the prompt month NYMEX light, sweet crude oil futures contract (CL).
(d) The average monthly OPIS price for Mt. Belvieu Non-TET.
(e) The average monthly natural gas price for Carthage Gas Daily Daily.

Commodity Collar Arrangements

 

Period

 

Commodity

 

Notional Volume

 

Reference Price

  

Collar

Price Range

January 2012 — December 2012

  Crude Oil   600 Bbls/d (a)   Asian-pricing of NYMEX crude oil futures (b)    $80.00 - $97.40/Bbl

January 2013 — December 2013

  Crude Oil   400 Bbls/d (a)   Asian-pricing of NYMEX crude oil futures (b)    $80.00 - $96.50/Bbl

 

(a) Reflects separate purchased put and sold call contracts, resulting in a collar arrangement.
(b) Monthly average of the daily close prices for the prompt month NYMEX light, sweet crude oil futures contract (CL).

At December 31, 2011, the aggregate fair value of the fixed price commodity swaps and collar arrangements described above was a net loss of $40.1 million.

Our annual sensitivities for 2012 as shown in the table below, exclude the impact from non-cash mark-to-market on our commodity derivatives. We utilize crude oil and NGL derivatives to mitigate a portion of our commodity price exposure for NGLs, and show our sensitivity to changes in the relationship between the pricing of NGLs and crude oil. For fixed price natural gas and crude oil, the sensitivities are associated with our unhedged volumes. For our NGL to crude oil price relationship, the sensitivity is associated with both hedged and unhedged equity volumes.

 

42


Commodity Sensitivities Excluding Non-Cash Mark-To-Market

 

     Per Unit Decrease      Unit of
Measurement
   Estimated
Decrease in
Annual Net
Income
Attributable to
Partners
 
                 (Millions)  

Natural gas prices

   $ 1.00       MMBtu    $ 1.7   

Crude oil prices (a)

   $ 5.00       Barrel    $ 3.6   

NGL to crude oil price relationship (b)

     5 percentage point change       Barrel    $ 7.2   

 

(a) Assuming 60% NGL to crude oil price relationship. At crude oil prices outside of our collar range of approximately $80.00 to $97.40, this sensitivity decreases by $0.8 million.
(b) Assuming 60% NGL to crude oil price relationship and $90.00 /Bbl crude oil price. Generally, this sensitivity changes by $0.8 million for each $10.00/Bbl change in the price of crude oil. As crude oil prices increase from $90.00 /Bbl, we become slightly more sensitive to the change in the relationship of NGL prices to crude oil prices. As crude oil prices decrease from $90.00 /Bbl, we become less sensitive to the change in the relationship of NGL prices to crude oil prices.

In addition to the linear relationships in our commodity sensitivities above, additional factors cause us to be less sensitive to commodity price declines. A portion of our net income is derived from fee-based contracts and a certain percentage of liquids processing arrangements that contain minimum fee clauses in which our processing margins convert to fee-based arrangements as NGL prices decline.

The above sensitivities exclude the impact from arrangements where producers on a monthly basis may elect to not process their natural gas in which case we retain a portion of the customers’ natural gas in lieu of NGLs as a fee. The above sensitivities also exclude certain related processing arrangements where we control the processing or by-pass of the production based upon individual economic processing conditions. Under each of these types of arrangements, our processing of the natural gas would yield favorable processing margins. Less than 10% of our gas throughput is associated with these arrangements.

We estimate the following non-cash sensitivities in 2012 related to the mark-to-market on our commodity derivatives associated with our commodity cash flow protection activities:

Non-Cash Mark-To-Market Commodity Sensitivities

 

     Per Unit
Increase
     Unit of
Measurement
   Estimated
Mark-to-

Market  Impact
(Decrease in
Net Income
Attributable to
Partners)
 
                 (Millions)  

Natural gas prices

   $ 1.00       MMBtu    $ 1.5   

Crude oil prices

   $ 5.00       Barrel    $ 12.0   

NGL prices

   $ 0.10       Gallon    $ 2.4   

While the above commodity price sensitivities are indicative of the impact that changes in commodity prices may have on our annualized net income, changes during certain periods of extreme price volatility and market conditions or changes in the relationship of the price of NGLs and crude oil may cause our commodity price sensitivities to vary significantly from these estimates.

 

43


The midstream natural gas industry is cyclical, with the operating results of companies in the industry significantly affected by the prevailing price of NGLs, which in turn has been generally related to the price of crude oil. Although the prevailing price of residue natural gas has less short-term significance to our operating results than the price of NGLs, in the long-term the growth and sustainability of our business depends on commodity prices being at levels sufficient to provide incentives and capital, for producers to increase natural gas exploration and production. To minimize potential future commodity-based pricing and cash flow volatility, we have entered into a series of derivative financial instruments. As a result of these transactions, we have mitigated a portion of our expected natural gas, NGL and condensate commodity price risk relating to the equity volumes associated with our gathering and processing activities through 2016.

Given the historical relationship between NGL prices and crude oil prices and the limited liquidity and tenor of the NGL financial market, we have generally used crude oil derivative instruments to mitigate a portion of NGL price risk. For the nearer tenor where there is greater liquidity in the NGL derivatives market, we have periodically also utilized NGL derivatives. When the relationship of NGL prices to crude oil prices is at a discount to historical ranges, we experience additional exposure as a result of the relationship where we utilize crude oil swaps to mitigate NGL price exposure. When our crude oil swaps become short-term in nature, we have periodically converted certain crude oil derivatives to NGL derivatives by entering into offsetting crude oil swaps while adding NGL swaps.

Based on historical trends, we generally expect NGL prices to directionally follow changes in crude oil prices over the long-term. However, the pricing relationship between NGLs and crude oil may vary, as we believe crude oil prices will in large part be determined by the level of production from major crude oil exporting countries and the demand generated by growth in the world economy, whereas NGL prices are more correlated to supply and U.S. petrochemical demand. We believe that future natural gas prices will be influenced by North American supply deliverability, the severity of winter and summer weather, the level of North American production and drilling activity of exploration and production companies. Drilling activity can be adversely affected as natural gas prices decrease. Energy market uncertainty could also further reduce North American drilling activity. Limited access to capital could also decrease drilling. Lower drilling levels over a sustained period would reduce natural gas volumes gathered and processed, but could increase commodity prices, if supply were to fall relative to demand levels.

Natural Gas Storage and Pipeline Asset Based Commodity Derivative Program — Our natural gas storage and pipeline assets are exposed to certain risks including changes in commodity prices. We manage commodity price risk related to our natural gas storage and pipeline assets through our commodity derivative program. The commercial activities related to our natural gas storage and pipeline assets primarily consist of the purchase and sale of gas and associated time spreads and basis spreads.

A time spread transaction is executed by establishing a long gas position at one point in time and establishing an equal short gas position at a different point in time. Time spread transactions allow us to lock in a margin supported by the injection, withdrawal, and storage capacity of our natural gas storage assets. We may execute basis spread transactions to mitigate the risk of sale and purchase price differentials across our system. A basis spread transaction allows us to lock in a margin on our physical purchases and sales of gas, including injections and withdrawals from storage. We typically use swaps to execute these transactions, which are not designated as hedging instruments and are recorded at fair value with changes in fair value recorded in the current period condensed consolidated statements of operations. While gas held in our storage locations is recorded at the lower of average cost or market, the derivative instruments that are used to manage our storage facilities are recorded at fair value and any changes in fair value are currently recorded in our condensed consolidated statements of operations. Even though we may have economically hedged our exposure and locked in a future margin, the use of lower-of-cost-or-market accounting for our physical inventory and the use of mark-to-market accounting for our derivative instruments may subject our earnings to market volatility.

The following tables set forth additional information about our derivative instruments used to mitigate a portion of our natural gas price risk associated with our Southeast Texas storage operations, as of December 31, 2011:

 

Inventory

 

          

Period

  

Commodity

  

Notional Volume - (Short)/Long Positions

  

Fair Value (millions)

   

Weighted Average Price

December 31, 2011

   Natural Gas    7,624,126 MMBtu’s    $ 23.2      $3.04/MMBtu

 

Commodity Swaps

 

          

Period

  

Commodity

  

Notional Volume - (Short)/Long Positions

  

Fair Value (millions)

   

Price Range

January 2012-April 2012

   Natural Gas    (28,877,500) MMBtu    $ 34.1      $3.12-$4.81/MMBtu

January 2012-October 2012

   Natural Gas    20,537,500 MMBtu    $ (16.3   $3.07-$4.81/MMBtu

 

44


Our wholesale propane logistics business is generally designed to establish stable margins by entering into supply arrangements that specify prices based on established floating price indices and by entering into sales agreements that provide for floating prices that are tied to our variable supply costs plus a margin. Occasionally, we may enter into fixed price sales agreements in the event that a retail propane distributor desires to purchase propane from us on a fixed price basis. We manage this risk with both physical and financial transactions, sometimes using non-trading derivative instruments, which generally allow us to swap our fixed price risk to market index prices that are matched to our market index supply costs. In addition, we may on occasion use financial derivatives to manage the value of our propane inventories.

We manage our commodity derivative activities in accordance with our Risk Management Policy which limits exposure to market risk and requires regular reporting to management of potential financial exposure.

Valuation — Valuation of a contract’s fair value is validated by an internal group independent of the marketing group. While common industry practices are used to develop valuation techniques, changes in pricing methodologies or the underlying assumptions could result in significantly different fair values and income recognition. When available, quoted market prices or prices obtained through external sources are used to determine a contract’s fair value. For contracts with a delivery location or duration for which quoted market prices are not available, fair value is determined based on pricing models developed primarily from historical and expected relationship with quoted market prices.

Values are adjusted to reflect the credit risk inherent in the transaction as well as the potential impact of liquidating open positions in an orderly manner over a reasonable time period under current conditions. Changes in market prices and management estimates directly affect the estimated fair value of these contracts. Accordingly, it is reasonably possible that such estimates may change in the near term.

The fair value of our interest rate swaps and commodity non-trading derivatives is expected to be realized in future periods, as detailed in the following table. The amount of cash ultimately realized for these contracts will differ from the amounts shown in the following table due to factors such as market volatility, counterparty default and other unforeseen events that could impact the amount and/or realization of these values.

 

     Fair Value of Contracts as of December 31, 2011  
Sources of Fair Value    Total     Maturity in
2012
    Maturity in
2013-2014
    Maturity in
2015-2016
     Maturity in
2017 and
Thereafter
 
   (Millions)  

Prices supported by quoted market prices and other external sources

   $ (46.2   $ (19.1   $ (30.8   $ 3.7       $ —     

Prices based on models or other valuation techniques

   $ 1.1      $ 0.4      $ 0.7      $ —         $ —     
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total

   $ (45.1   $ (18.7   $ (30.1   $ 3.7       $ —     
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

The “prices supported by quoted market prices and other external sources” category includes our interest rate swaps, our New York Mercantile Exchange, or NYMEX, positions in natural gas, NGLs and crude oil. In addition, this category includes our forward positions in natural gas for which our forward price curves are obtained from SunGard Kiodex and then validated through an internal process which includes the use of independent broker quotes. This category also includes our forward positions in NGLs at points for which over-the-counter, or OTC, broker quotes for similar assets or liabilities are available for the full term of the instrument. This category also includes “strip” transactions whose pricing inputs are directly or indirectly observable from external sources and then modeled to daily or monthly prices as appropriate.

The “prices based on models and other valuation methods” category includes the value of transactions for which inputs to the fair value of the instrument are unobservable in the marketplace and are considered significant to the overall fair value of the instrument. The fair value of these instruments may be based upon an internally developed price curve, which was constructed as a result of the long dated nature of the transaction or the illiquidity of the market point.

 

45

Exhibit 99.3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

DCP Midstream GP, LLC

Denver, Colorado

We have audited the accompanying consolidated balance sheets of DCP Midstream Partners, LP and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Discovery Producer Services, LLC (“Discovery”), an investment of the Company which is accounted for by the use of the equity method. The Company’s equity in Discovery’s net assets of $139,509,000 and $139,233,000 at December 31, 2011 and 2010, respectively, and in Discovery’s net income of $20,323,000, $20,570,000, and $14,204,000 for the years ended December 31, 2011, 2010, and 2009, respectively, are included in the accompanying consolidated financial statements. Discovery’s financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Discovery, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, such consolidated statements present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements give retrospective effect to the 100% ownership interest in DCP Southeast Texas Holdings, GP, of which 33.33% and 66.67% was acquired on January 1, 2011 and March 30, 2012, respectively, from DCP Midstream, LLC, as a combination of entities under common control, which has been accounted for in a manner similar to a pooling of interests, as described in Note 1 to the consolidated financial statements.

Also as described in Note 1 to the consolidated financial statements, the portion of the accompanying consolidated financial statements for the three years in the period ended December 31, 2011 attributable to DCP Southeast Texas Holdings, GP have been prepared from the separate records maintained by DCP Midstream, LLC and may not necessarily be indicative of the conditions that would have existed or the results of operations if DCP Southeast Texas Holdings, GP had been operated as an unaffiliated entity. Portions of certain expenses represent allocations made from, and are applicable to DCP Midstream, LLC as a whole.

The consolidated financial statements give retrospective effect to the changes to the preliminary purchase price allocation for Marysville Hydrocarbon Holdings, Inc. as described in Note 1 to the consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2012 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Denver, Colorado

February 29, 2012

(June 14, 2012 as to Notes 1, 4 and 23)

 

1


DCP MIDSTREAM PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

 

     December 31,  
     2011     2010  
     (Millions)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 7.6      $ 6.7   

Accounts receivable:

    

Trade, net of allowance for doubtful accounts of $0.3 million and $0.5 million, respectively

     108.6        140.4   

Affiliates

     106.2        106.9   

Inventories

     87.9        73.6   

Unrealized gains on derivative instruments

     41.2        14.5   

Assets held for sale

     —          6.2   

Other

     2.2        2.1   
  

 

 

   

 

 

 

Total current assets

     353.7        350.4   

Property, plant and equipment, net

     1,499.4        1,378.6   

Goodwill

     153.8        151.2   

Intangible assets, net

     145.3        153.0   

Investments in unconsolidated affiliates

     107.1        104.3   

Unrealized gains on derivative instruments

     6.4        1.9   

Other long-term assets

     11.7        7.8   
  

 

 

   

 

 

 

Total assets

   $ 2,277.4      $ 2,147.2   
  

 

 

   

 

 

 
LIABILITIES AND EQUITY     

Current liabilities:

    

Accounts payable:

    

Trade

   $ 231.7      $ 173.4   

Affiliates

     46.8        37.6   

Unrealized losses on derivative instruments

     59.9        56.6   

Other

     42.1        47.7   
  

 

 

   

 

 

 

Total current liabilities

     380.5        315.3   

Long-term debt

     746.8        647.8   

Unrealized losses on derivative instruments

     32.8        50.5   

Other long-term liabilities

     19.0        57.6   
  

 

 

   

 

 

 

Total liabilities

     1,179.1        1,071.2   
  

 

 

   

 

 

 

Commitments and contingent liabilities:

    

Equity:

    

Predecessor equity

     257.4        337.8   

Common unitholders (44,848,703 and 40,478,383 units issued and outstanding, respectively)

     654.4        552.2   

General partner

     (4.7     (6.4

Accumulated other comprehensive loss

     (21.2     (27.7
  

 

 

   

 

 

 

Total partners’ equity

     885.9        855.9   

Noncontrolling interests

     212.4        220.1   
  

 

 

   

 

 

 

Total equity

     1,098.3        1,076.0   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 2,277.4      $ 2,147.2   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

2


DCP MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Year Ended December 31,  
     2011     2010     2009  
     (Millions, except per unit amounts)  

Operating revenues:

      

Sales of natural gas, propane, NGLs and condensate

   $ 1,067.6      $ 1,050.9      $ 730.7   

Sales of natural gas, propane, NGLs and condensate to affiliates

     1,110.9        924.2        698.6   

Transportation, processing and other

     138.8        108.1        88.9   

Transportation, processing and other to affiliates

     33.4        22.2        16.0   

Gains (losses) from commodity derivative activity, net

     6.8        5.3        (53.4

Gains (losses) from commodity derivative activity, net — affiliates

     0.9        (2.3     (2.9
  

 

 

   

 

 

   

 

 

 

Total operating revenues

     2,358.4        2,108.4        1,477.9   
  

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

      

Purchases of natural gas, propane and NGLs

     1,485.8        1,504.9        1,001.0   

Purchases of natural gas, propane and NGLs from affiliates

     447.2        278.2        247.3   

Operating and maintenance expense

     125.7        98.3        84.2   

Depreciation and amortization expense

     100.6        88.1        76.9   

General and administrative expense

     18.9        14.3        11.9   

General and administrative expense — affiliates

     29.4        31.5        31.2   

Step acquisition — equity interest re-measurement gain

     —          (9.1     —     

Other (income) expense

     (0.5     (2.0     0.5   

Other income — affiliates

     —          (3.0     —     
  

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     2,207.1        2,001.2        1,453.0   
  

 

 

   

 

 

   

 

 

 

Operating income

     151.3        107.2        24.9   

Interest income

     —          —          0.3   

Interest expense

     (33.9     (29.1     (28.3

Earnings from unconsolidated affiliates

     22.7        23.8        18.5   
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     140.1        101.9        15.4   

Income tax expense

     (0.5     (1.5     (1.0
  

 

 

   

 

 

   

 

 

 

Net income

     139.6        100.4        14.4   

Net income attributable to noncontrolling interests

     (18.8     (9.2     (8.3
  

 

 

   

 

 

   

 

 

 

Net income attributable to partners

     120.8        91.2        6.1   

Net income attributable to predecessor operations

     (20.4     (43.2     (24.2

General partner’s interest in net income

     (25.2     (16.9     (12.7
  

 

 

   

 

 

   

 

 

 

Net income (loss) allocable to limited partners

   $ 75.2      $ 31.1      $ (30.8
  

 

 

   

 

 

   

 

 

 

Net income (loss) per limited partner unit — basic

   $ 1.73      $ 0.86      $ (0.99
  

 

 

   

 

 

   

 

 

 

Net income (loss) per limited partner unit — diluted

   $ 1.72      $ 0.86      $ (0.99
  

 

 

   

 

 

   

 

 

 

Weighted-average limited partner units outstanding — basic

     43.5        36.1        31.2   

Weighted-average limited partner units outstanding — diluted

     43.6        36.1        31.2   

See accompanying notes to consolidated financial statements.

 

3


DCP MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

     Year Ended December 31,  
     2011     2010     2009  
     (Millions)  

Net income

   $ 139.6      $ 100.4      $ 14.4   
  

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss):

      

Reclassification of cash flow hedge losses into earnings

     20.7        22.9        20.6   

Net unrealized losses on cash flow hedges

     (13.3     (18.7     (12.0

Net unrealized losses on cash flow hedges - predecessor

     (1.8     —          (2.0
  

 

 

   

 

 

   

 

 

 

Total other comprehensive income

     5.6        4.2        6.6   
  

 

 

   

 

 

   

 

 

 

Total comprehensive income

     145.2        104.6        21.0   

Total comprehensive income attributable to noncontrolling interests

     (18.8     (9.2     (8.3
  

 

 

   

 

 

   

 

 

 

Total comprehensive income attributable to partners

   $ 126.4      $ 95.4      $ 12.7   
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

4


DCP MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

     Partner’s Equity              
     Predecessor
Equity
    Common
Unitholders
    General
Partner
    Accumulated Other
Comprehensive
(Loss) Income
    Noncontrolling
Interests
    Total
Equity
 
     (Millions)  

Balance, January 1, 2011

   $ 337.8      $ 552.2      $ (6.4   $ (27.7   $ 220.1      $ 1,076.0   

Net change in parent advances

     15.3        —          —          —          —          15.3   

Acquisition of Southeast Texas

     (114.3     —          —          —          —          (114.3

Excess purchase price over acquired assets

     —          (34.8     —          (0.9     —          (35.7

Issuance of 4,357,921 common units

     —          169.9        —          —          —          169.9   

Equity-based compensation

     —          3.4        —          —          —          3.4   

Distributions to DCP Midstream, LLC

     —          (2.6     —          —          —          (2.6

Distributions to unitholders and general partner

     —          (108.9     (23.5     —          —          (132.4

Distributions to noncontrolling interests

     —          —          —          —          (44.8     (44.8

Contributions from noncontrolling interests

     —          —          —          —          18.3        18.3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income:

            

Net income attributable to predecessor operations

     20.4        —          —          —          —          20.4   

Net income

     —          75.2        25.2        —          18.8        119.2   

Reclassification of cash flow hedges into earnings

     —          —          —          20.7        —          20.7   

Net unrealized losses on cash flow hedges

     (1.8     —          —          (13.3     —          (15.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income

     18.6        75.2        25.2        7.4        18.8        145.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2011

   $ 257.4      $ 654.4      $ (4.7   $ (21.2   $ 212.4      $ 1,098.3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

See accompanying notes to consolidated financial statements.

 

5


DCP MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY — (Continued)

 

    Partners’ Equity        
    Predecessor
Equity
    Common
Unitholders
    Class D
Unitholders
    Subordinated
Unitholders
    General
Partner
    Accumulated
Other
Comprehensive
Income (Loss)
    Noncontrolling
Interests
    Total
Equity
 
    (Millions)  

Balance, January 1, 2009

  $ 283.6      $ 429.0      $ —        $ (54.6   $ (4.8   $ (40.5   $ 167.7      $ 780.4   

Net change in parent advances

    (25.5     —          —          —          —          —          —          (25.5

Conversion of subordinated units to common units

    —          (52.1     —          52.1        —          —          —          —     

Distributions

    —          (67.7     (2.1     (2.1     (13.4     —          —          (85.3

Distributions to noncontrolling interests

    —          —          —          —          —          —          (27.0     (27.0

Contributions from DCP Midstream, LLC

    —          0.7        —          —          —          —          —          0.7   

Contributions from noncontrolling interests

    —          —          —          —          —          —          78.7        78.7   

Other

    —          (0.1     —          —          —          —          —          (0.1

Issuance of 2,875,000 common units

    —          69.5        —          —          —          —          —          69.5   

Issuance of 3,500,000 Class D units

    —          —          49.7        —          —          —          —          49.7   

Acquisition of additional 25.1% interest in East Texas and the NGL Hedge

    (68.0     —          4.6        —          —          —          —          (63.4

Deficit purchase price over carrying value of acquired assets

    —          —          19.0        —          —          —          —          19.0   

Conversion of Class D units into common units

    —          66.8        (66.8     —          —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income:

               

Net income attributable to predecessor operations

    24.2        —          —          —          —          —          —          24.2   

Net (loss) income

    —          (30.6     (4.4     4.6        12.3        —          8.3        (9.8

Reclassification of cash flow hedges into earnings

    —          —          —          —          —          20.6        —          20.6   

Net unrealized losses on cash flow hedges

    (2.0     —          —          —          —          (12.0     —          (14.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss)

    22.2        (30.6     (4.4     4.6        12.3        8.6        8.3        21.0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2009

  $ 212.3      $ 415.5      $ —        $ —        $ (5.9   $ (31.9   $ 227.7      $ 817.7   

Net change in parent advances

    82.3        —          —          —          —          —          —          82.3   

Purchase of additional interest in a subsidiary

    —          1.0        —          —          —          —          (5.5     (4.5

Issuance of 5,870,200 common units

    —          189.1        —          —          —          —          —          189.1   

Equity based compensation

    —          0.2        —          —          —          —          —          0.2   

Distributions to unitholders and general partner

    —          (85.6     —          —          (16.3     —          —          (101.9

Distributions to noncontrolling interests

    —          —          —          —          —          —          (25.6     (25.6

Contributions from DCP Midstream, LLC

    —          0.6        —          —          —          —          —          0.6   

Contributions from noncontrolling interests

    —          —          —          —          —          —          14.3        14.3   

Excess purchase price over carrying value of acquired assets

    —          (0.8     —          —          —          —          —          (0.8
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income:

               

Net income attributable to predecessor operations

    43.2        —          —          —          —          —          —          43.2   

Net income

    —          32.2        —          —          15.8        —          9.2        57.2   

Reclassification of cash flow hedges into earnings

    —          —          —          —          —          22.9        —          22.9   

Net unrealized losses on cash flow hedges

    —          —          —          —          —          (18.7     —          (18.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income

    43.2        32.2        —          —          15.8        4.2        9.2        104.6   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2010

  $ 337.8      $ 552.2      $ —        $ —        $ (6.4   $ (27.7   $ 220.1      $ 1,076.0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

6


DCP MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Year Ended December 31,  
     2011     2010     2009  
     (Millions)  

OPERATING ACTIVITIES:

      

Net income (loss)

   $ 139.6      $ 100.4      $ 14.4   

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization expense

     100.6        88.1        76.9   

Earnings from unconsolidated affiliates

     (22.7     (23.8     (18.5

Distributions from unconsolidated affiliates

     25.3        30.0        20.2   

Step acquisition – equity interest re-measurement gain

     —          (9.1     —     

Net unrealized (gains) losses on derivative instruments

     (39.9     8.4        83.8   

Deferred income taxes

     (29.2     (0.1     0.1   

Other, net

     4.2        (0.8     0.1   

Change in operating assets and liabilities which (used) provided cash, net of effects of acquisitions:

      

Accounts receivable

     31.5        (48.2     (34.5

Inventories

     (14.3     1.3        (27.1

Accounts payable

     63.5        9.9        41.3   

Accrued interest

     —          1.8        (0.6

Other current assets and liabilities

     5.6        3.0        (3.9

Other long-term assets and liabilities

     (3.4     1.5        0.5   
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     260.8        162.4        152.7   
  

 

 

   

 

 

   

 

 

 

INVESTING ACTIVITIES:

      

Capital expenditures

     (165.7     (75.9     (182.2

Acquisitions, net of cash acquired

     (60.5     (282.1     (44.5

Acquisition of unconsolidated affiliates

     (114.3     —          —     

Investments in unconsolidated affiliates

     (7.0     (2.3     (7.0

Return of investment from unconsolidated affiliates

     1.6        1.2        2.2   

Proceeds from sales of assets

     5.2        3.5        1.4   

Purchases of available-for-sale securities

     —          —          (1.1

Proceeds from sales of available-for-sale securities

     —          10.1        51.1   
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (340.7     (345.5     (180.1
  

 

 

   

 

 

   

 

 

 

FINANCING ACTIVITIES:

      

Proceeds from debt

     1,524.0        868.2        237.0   

Payments of debt

     (1,425.0     (833.4     (280.5

Payment of deferred financing costs

     (4.2     (2.1     —     

Proceeds from issuance of common units, net of offering costs

     169.7        189.3        69.5   

Excess purchase price over acquired assets

     (35.7     —          —     

Net change in advances to predecessor from DCP Midstream, LLC

     10.9        82.3        (25.5

Distributions to unitholders and general partner

     (132.4     (101.9     (85.3

Distributions to noncontrolling interests

     (44.8     (25.6     (27.0

Contributions from noncontrolling interests

     18.3        13.8        78.7   

Contributions from DCP Midstream, LLC

     —          0.6        0.7   

Purchase of additional interest in a subsidiary

     —          (3.5     —     
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     80.8        187.7        (32.4
  

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     0.9        4.6        (59.8

Cash and cash equivalents, beginning of period

     6.7        2.1        61.9   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 7.6      $ 6.7      $ 2.1   
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

7


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009

 

1. Description of Business and Basis of Presentation

DCP Midstream Partners, LP, with its consolidated subsidiaries, or us, we or our, is engaged in the business of gathering, compressing, treating, processing, transporting, storing and selling natural gas; and producing, fractionating, transporting, storing and selling NGLs and condensate.

We are a Delaware limited partnership that was formed in August 2005. We completed our initial public offering on December 7, 2005. Our partnership includes: our natural gas services business (which includes our Northern Louisiana system; our Southern Oklahoma system; our 40% limited liability company interest in Discovery Producer Services LLC, or Discovery; our Wyoming system; a 75% interest in Collbran Valley Gas Gathering, LLC, or Collbran or our Colorado system (of which 5% was acquired in February 2010); our 50.1% interest in DCP East Texas Holdings, LLC, or our East Texas system (of which 25.1% was acquired in April 2009); our Michigan system (a portion of which was acquired November 2009); DCP Southeast Texas Holdings, GP, or our Southeast Texas system (of which 33.33% and 66.67% was acquired in January 2011 and March 2012, respectively); our NGL logistics business (which includes Marysville Hydrocarbons Holdings, LLC, or Marysville, acquired in December 2010, the Wattenberg pipeline acquired in January 2010 and our 100% interest in the Black Lake Pipeline Company, or Black Lake, 55% of which was acquired in July 2010, comprised of: (1) a 5% interest acquired from DCP Midstream, LLC, in a transaction among entities under common control, and (2) an additional 50% interest acquired from an affiliate of BP PLC; and the DJ Basin NGL Fractionators acquired in March 2011); and our wholesale propane logistics business (which includes Atlantic Energy acquired in July 2010).

Our operations and activities are managed by our general partner, DCP Midstream GP, LP, which in turn is managed by its general partner, DCP Midstream GP, LLC, which we refer to as the General Partner, and is wholly-owned by DCP Midstream, LLC. DCP Midstream, LLC and its subsidiaries and affiliates, collectively referred to as DCP Midstream, LLC, is owned 50% by Spectra Energy Corp, or Spectra Energy, and 50% by ConocoPhillips. DCP Midstream, LLC directs our business operations through its ownership and control of the General Partner. DCP Midstream, LLC and its affiliates’ employees provide administrative support to us and operate most of our assets. DCP Midstream, LLC owns approximately 27% of us. Transactions between us and other DCP Midstream, LLC operations have been identified in the consolidated financial statements as transactions between affiliates.

The consolidated financial statements include the accounts of the Partnership and all majority-owned subsidiaries where we have the ability to exercise control and undivided interests in jointly owned assets. Investments in greater than 20% owned affiliates that are not variable interest entities and where we do not have the ability to exercise control, and investments in less than 20% owned affiliates where we have the ability to exercise significant influence, are accounted for using the equity method. All intercompany balances and transactions have been eliminated.

Our predecessor operations consist of our 25.1% limited liability company interest in East Texas, which we acquired from DCP Midstream, LLC in April 2009, our initial 33.33% interest in Southeast Texas, which we acquired from DCP Midstream, LLC in January 2011, and the remaining 66.67% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business, which we acquired from DCP Midstream, LLC in March 2012. Prior to our acquisition of the remaining 66.67% interest in Southeast Texas, we accounted for our initial 33.33% interest as an unconsolidated affiliate using the equity method. Subsequent to this transaction, we own 100% of Southeast Texas which we account for as a consolidated subsidiary. These transfers of net assets between entities under common control were accounted for as if the transfer occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method. Accordingly, our consolidated financial statements include the historical results of our 25.1% interest in East Texas, 100% interest in Southeast Texas and the natural gas commodity derivatives associated with the storage business for all periods presented. We recognize transfers of net assets between entities under common control at DCP Midstream, LLC’s basis in the net assets contributed. The amount of the purchase price in excess or deficit of DCP Midstream, LLC’s basis in the net assets is recognized as a reduction of or an addition to partners’ equity. The financial statements of our predecessor have been prepared from the separate records maintained by DCP Midstream, LLC and may not necessarily be indicative of the conditions that would have existed or the results of operations if our predecessor had been operated as an unaffiliated entity.

The results of operations for acquisitions accounted for as business combinations have been included in the consolidated financial statements since their respective acquisition dates and we have retrospectively adjusted the December 31, 2010 consolidated balance sheet for changes in our purchase price allocation for our December 30, 2010 acquisition of Marysville.

 

8


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

2. Summary of Significant Accounting Policies

Use of Estimates — Conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Although these estimates are based on management’s best available knowledge of current and expected future events, actual results could differ from those estimates.

Cash and Cash Equivalents — We consider investments in highly liquid financial instruments purchased with an original stated maturity of 90 days or less to be cash equivalents.

Short-Term Investments — We may invest available cash balances in various financial instruments, such as commercial paper and money market instruments. These instruments provide for a high degree of liquidity through features which allow for the redemption of the investment at its face amount plus earned income. As we generally intend to sell these instruments within one year or less from the balance sheet date, and as they are available for use in current operations, they are classified as current assets, unless otherwise restricted.

We classify all short-term investments as available-for-sale as we do not intend to hold them to maturity, nor are they bought or sold with the objective of generating profit on short-term differences in prices. Short-term investments are recorded at fair value, with changes in fair value recorded as unrealized gains and losses in accumulated other comprehensive income (loss), or AOCI. The cost, including accrued interest on investments, approximates fair value, due to the short-term, highly liquid nature of the securities held by us; interest rates are re-set on a daily, weekly or monthly basis.

Inventories — Inventories, which consist primarily of NGLs and natural gas, are recorded at the lower of weighted-average cost or market value. Transportation costs are included in inventory.

Property, Plant and Equipment — Property, plant and equipment are recorded at historical cost. The cost of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Goodwill and Intangible Assets — Goodwill is the cost of an acquisition less the fair value of the net assets of the acquired business. We perform an annual impairment test of goodwill in the third quarter, and update the test during interim periods when we believe events or changes in circumstances indicate that we may not be able to recover the carrying value of a reporting unit. We primarily use a discounted cash flow analysis to perform the assessment. Key assumptions in the analysis include the use of an appropriate discount rate, estimated future cash flows and an estimate of operating and general and administrative costs. In estimating cash flows, we incorporate current market information, as well as historical and other factors, into our forecasted commodity prices. For certain reporting units, we may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of our reporting units is less than the carrying value.

Intangible assets consist primarily of customer contracts, including commodity purchase, transportation and processing contracts and related relationships. These intangible assets are amortized on a straight-line basis over the period of expected future benefit. Intangible assets are removed from the gross carrying amount and the total of accumulated amortization in the period in which they become fully amortized.

Long-Lived Assets — We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. This evaluation is based on undiscounted cash flow projections. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. We consider various factors when determining if these assets should be evaluated for impairment, including but not limited to:

 

   

significant adverse change in legal factors or business climate;

 

   

a current-period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset;

 

   

an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;

 

   

significant adverse changes in the extent or manner in which an asset is used, or in its physical condition;

 

   

a significant adverse change in the market value of an asset; or

 

9


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

   

a current expectation that, more likely than not, an asset will be sold or otherwise disposed of before the end of its estimated useful life.

If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. We assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. Significant changes in market conditions resulting from events such as the condition of an asset or a change in management’s intent to utilize the asset would generally require management to reassess the cash flows related to the long-lived assets.

Asset Retirement Obligations — Our asset retirement obligations relate primarily to the retirement of various gathering pipelines and processing facilities, obligations related to right-of-way easement agreements, and contractual leases for land use. We adjust our asset retirement obligation each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows.

Asset retirement obligations associated with tangible long-lived assets are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made, and added to the carrying amount of the associated asset. This additional carrying amount is then depreciated over the life of the asset. The liability is determined using a risk free interest rate, and increases due to the passage of time based on the time value of money until the obligation is settled.

Investments in Unconsolidated Affiliates — We use the equity method to account for investments in greater than 20% owned affiliates that are not variable interest entities and where we do not have the ability to exercise control, and investments in less than 20% owned affiliates where we have the ability to exercise significant influence.

We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. We assess the fair value of our investments in unconsolidated affiliates using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If the estimated fair value is considered to be permanently less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss.

Unamortized Debt Expense — Expenses incurred with the issuance of long-term debt are amortized over the term of the debt using the effective interest method. These expenses are recorded on the consolidated balance sheet as other long-term assets.

Noncontrolling Interest — Noncontrolling interest represents any third party or affiliate interest in non-wholly-owned entities that we consolidate. For financial reporting purposes, the assets and liabilities of these entities are consolidated with those of our own, with any third party or affiliate interest in our consolidated balance sheet amounts shown as noncontrolling interest in equity. Distributions to and contributions from noncontrolling interests represent cash payments to and cash contributions from, respectively, such third party and affiliate investors.

 

10


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Accounting for Risk Management Activities and Financial Instruments — Non-trading energy commodity derivatives are designated as either a hedge of a forecasted transaction or future cash flow (cash flow hedge), a hedge of a recognized asset, liability or firm commitment (fair value hedge), or normal purchases or normal sales. The remaining non-trading derivatives, which are related to asset-based activities for which the normal purchases or normal sale exception is not elected, are recorded at fair value in the consolidated balance sheets as unrealized gains or unrealized losses in derivative instruments, with changes in the fair value recognized in the consolidated statements of operations. For each derivative, the accounting method and presentation of gains and losses or revenue and expense in the consolidated statements of operations are as follows:

 

Classification of Contract

  

Accounting Method

  

Presentation of Gains & Losses or Revenue & Expense

Non-Trading Derivative Activity

  

Mark-to-market method (a)

  

Net basis in gains and losses from commodity derivative activity

Cash Flow Hedge

  

Hedge method (b)

  

Gross basis in the same consolidated statements of operations category as the related hedged item

Fair Value Hedge

  

Hedge method (b)

  

Gross basis in the same consolidated statements of operations category as the related hedged item

Normal Purchases or Normal Sales

  

Accrual method (c)

  

Gross basis upon settlement in the corresponding consolidated statements of operations category based on purchase or sale

 

(a) Mark-to-market method — An accounting method whereby the change in the fair value of the asset or liability is recognized in the consolidated statements of operations in gains and losses from commodity derivative activity during the current period.
(b) Hedge method — An accounting method whereby the change in the fair value of the asset or liability is recorded in the consolidated balance sheets as unrealized gains or unrealized losses on derivative instruments. For cash flow hedges, there is no recognition in the consolidated statements of operations for the effective portion until the service is provided or the associated delivery period impacts earnings. For fair value hedges, the change in the fair value of the asset or liability, as well as the offsetting changes in value of the hedged item, are recognized in the consolidated statements of operations in the same category as the related hedged item.
(c) Accrual method — An accounting method whereby there is no recognition in the consolidated balance sheets or consolidated statements of operations for changes in fair value of a contract until the service is provided or the associated delivery period impacts earnings.

Cash Flow and Fair Value Hedges — For derivatives designated as a cash flow hedge or a fair value hedge, we maintain formal documentation of the hedge. In addition, we formally assess both at the inception of the hedging relationship and on an ongoing basis, whether the hedge contract is highly effective in offsetting changes in cash flows or fair values of hedged items. All components of each derivative gain or loss are included in the assessment of hedge effectiveness, unless otherwise noted.

The fair value of a derivative designated as a cash flow hedge is recorded in the consolidated balance sheets as unrealized gains or unrealized losses on derivative instruments. The effective portion of the change in fair value of a derivative designated as a cash flow hedge is recorded in partners’ equity in accumulated other comprehensive income, or AOCI, and the ineffective portion is recorded in the consolidated statements of operations. During the period in which the hedged transaction impacts earnings, amounts in AOCI associated with the hedged transaction are reclassified to the consolidated statements of operations in the same accounts as the item being hedged. Hedge accounting is discontinued prospectively when it is determined that the derivative no longer qualifies as an effective hedge, or when it is probable that the hedged transaction will not occur. When hedge accounting is discontinued because the derivative no longer qualifies as an effective hedge, the derivative is subject to the mark-to-market accounting method prospectively. The derivative continues to be carried on the consolidated balance sheets at its fair value; however, subsequent changes in its fair value are recognized in current period earnings. Gains and losses related to discontinued hedges that were previously accumulated in AOCI will remain in AOCI until the hedged transaction impacts earnings, unless it is probable that the hedged transaction will not occur, in which case, the gains and losses that were previously deferred in AOCI will be immediately recognized in current period earnings.

The fair value of a derivative designated as a fair value hedge is recorded for balance sheet purposes as unrealized gains or unrealized losses on derivative instruments. We recognize the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item in earnings in the current period. All derivatives designated and accounted for as fair value hedges are classified in the same category as the item being hedged in the results of operations.

Valuation — When available, quoted market prices or prices obtained through external sources are used to determine a contract’s fair value. For contracts with a delivery location or duration for which quoted market prices are not available, fair value is determined based on pricing models developed primarily from historical relationships with quoted market prices and the expected relationship with quoted market prices.

Values are adjusted to reflect the credit risk inherent in the transaction as well as the potential impact of liquidating open positions in an orderly manner over a reasonable time period under current conditions. Changes in market prices and management estimates directly affect the estimated fair value of these contracts. Accordingly, it is reasonably possible that such estimates may change in the near term.

 

11


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Revenue Recognition — We generate the majority of our revenues from gathering, processing, compressing, treating, transporting, storing and fractionating natural gas and NGLs, and from trading and marketing of natural gas and NGLs. We realize revenues either by selling the residue natural gas and NGLs, or by receiving fees.

We obtain access to commodities and provide our midstream services principally under contracts that contain a combination of one or more of the following arrangements:

 

   

Fee-based arrangements — Under fee-based arrangements, we receive a fee or fees for one or more of the following services: gathering, compressing, treating, processing, storing or transporting natural gas; and storing and transporting NGLs. Our fee-based arrangements include natural gas purchase arrangements pursuant to which we purchase natural gas at the wellhead or other receipt points, at an index related price at the delivery point less a specified amount, generally the same as the transportation fees we would otherwise charge for transportation of natural gas from the wellhead location to the delivery point. The revenues we earn are directly related to the volume of natural gas or NGLs that flows through our systems and are not directly dependent on commodity prices. However, to the extent a sustained decline in commodity prices results in a decline in volumes, our revenues from these arrangements would be reduced.

 

   

Percent-of-proceeds/liquids arrangements — Under percent-of-proceeds arrangements, we generally purchase natural gas from producers at the wellhead, or other receipt points, gather the wellhead natural gas through our gathering system, treat and process the natural gas, and then sell the resulting residue natural gas, NGLs and condensate based on index prices from published index market prices. We remit to the producers either an agreed-upon percentage of the actual proceeds that we receive from our sales of the residue natural gas, NGLs and condensate, or an agreed-upon percentage of the proceeds based on index related prices for the natural gas, NGLs and condensate, regardless of the actual amount of the sales proceeds we receive. We keep the difference between the proceeds received and the amount remitted back to the producer. Under percent-of-liquids arrangements, we do not keep any amounts related to residue natural gas proceeds and only keep amounts related to the difference between the proceeds received and the amount remitted back to the producer related to NGLs and condensate. Certain of these arrangements may also result in our returning all or a portion of the residue natural gas and/or the NGLs to the producer, in lieu of returning sales proceeds. Additionally, these arrangements may include fee-based components. Our revenues under percent-of-proceeds arrangements relate directly with the price of natural gas, NGLs and condensate. Our revenues under percent-of-liquids arrangements relate directly with the price of NGLs and condensate.

 

   

Propane sales arrangements — Under propane sales arrangements, we generally purchase propane from natural gas processing plants and fractionation facilities, and crude oil refineries. We sell propane on a wholesale basis to retail propane distributors, who in turn resell to their retail customers. Our sales of propane are not contingent upon the resale of propane by propane distributors to their retail customers.

Our marketing of natural gas and NGLs consists of physical purchases and sales, as well as positions in derivative instruments.

We recognize revenues for sales and services under the four revenue recognition criteria, as follows:

 

   

Persuasive evidence of an arrangement exists — Our customary practice is to enter into a written contract.

 

   

Delivery — Delivery is deemed to have occurred at the time custody is transferred, or in the case of fee-based arrangements, when the services are rendered. To the extent we retain product as inventory, delivery occurs when the inventory is subsequently sold and custody is transferred to the third party purchaser.

 

   

The fee is fixed or determinable — We negotiate the fee for our services at the outset of our fee-based arrangements. In these arrangements, the fees are nonrefundable. For other arrangements, the amount of revenue, based on contractual terms, is determinable when the sale of the applicable product has been completed upon delivery and transfer of custody.

 

   

Collectability is reasonably assured — Collectability is evaluated on a customer-by-customer basis. New and existing customers are subject to a credit review process, which evaluates the customers’ financial position (for example, credit metrics, liquidity and credit rating) and their ability to pay. If collectability is not considered probable at the outset of an arrangement in accordance with our credit review process, revenue is not recognized until the cash is collected.

We generally report revenues gross in the consolidated statements of operations, as we typically act as the principal in these transactions, take custody to the product, and incur the risks and rewards of ownership. We recognize revenues for non-trading

 

12


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

commodity derivative activity net in the consolidated statements of operations as gains and losses from commodity derivative activity . These activities include mark-to-market gains and losses on energy trading contracts and the settlement of financial or physical energy trading contracts.

Quantities of natural gas or NGLs over-delivered or under-delivered related to imbalance agreements with customers, producers or pipelines are recorded monthly as accounts receivable or accounts payable using current market prices or the weighted-average prices of natural gas or NGLs at the plant or system. These balances are settled with deliveries of natural gas or NGLs, or with cash.

Significant Customers — There were no third party customers that accounted for more than 10% of total operating revenues for the years ended December 31, 2011, 2010 and 2009. There was one third party customer that accounted for approximately 17% of total operating revenues of the Wholesale Propane Logistics segment for the years ended December 31, 2011 and 2010, respectively, and approximately 12% of revenues for the year ended December 31, 2009. We also had significant transactions with affiliates.

Environmental Expenditures — Environmental expenditures are expensed or capitalized as appropriate, depending upon the future economic benefit. Expenditures that relate to an existing condition caused by past operations and that do not generate current or future revenue are expensed. Liabilities for these expenditures are recorded on an undiscounted basis when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated. Environmental liabilities as of December 31, 2011 and 2010, included in the consolidated balance sheets as other current liabilities amounted to $0.8 million and $0.6 million, respectively, and as other long-term liabilities amounted to $1.2 million and $1.3 million, respectively.

Equity-Based Compensation — Equity classified stock-based compensation cost is measured at fair value, based on the closing common unit price at grant date, and is recognized as expense over the vesting period. Liability classified stock-based compensation cost is remeasured at each reporting date at fair value, based on the closing common unit price, and is recognized as expense over the requisite service period. Compensation expense for awards with graded vesting provisions is recognized on a straight-line basis over the requisite service period of each separately vesting portion of the award. Awards granted to non-employees for acquiring, or in conjunction with selling, goods and services are measured at the estimated fair value of the goods or services, or the fair value of the award, whichever is more reliably measured.

Allowance for Doubtful Accounts — Management estimates the amount of required allowances for the potential non-collectability of accounts receivable generally based upon the number of days past due, past collection experience and consideration of other relevant factors. However, past experience may not be indicative of future collections and therefore additional charges could be incurred in the future to reflect differences between estimated and actual collections.

Income Taxes — We are structured as a master limited partnership which is a pass-through entity for federal income tax purposes. Our income tax expense includes certain jurisdictions, including state, local, franchise and margin taxes of the master limited partnership and subsidiaries. We follow the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Our taxable income or loss, which may vary substantially from the net income or loss reported in the consolidated statements of operations, is proportionately included in the federal returns of each partner.

Net Income or Loss per Limited Partner Unit — Basic and diluted net income or loss per limited partner unit, or LPU, is calculated by dividing limited partners’ interest in net income or loss, by the weighted-average number of outstanding LPUs during the period. Diluted net income per limited partner unit is computed based on the weighted average number of units plus the effect of dilutive potential units outstanding during the period using the two-class method.

 

13


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

3. Recent Accounting Pronouncements

Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, 2011-11 “Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities,” or ASU 2011-11 — In December 2011, the FASB issued ASU 2011-11, which amends Accounting Standards Codification, or ASC, Topic 210 “Balance Sheet.” ASU 2011-11 will require entities to disclose information about offsetting and related arrangements to enable financial statement users to understand the effect of such arrangements on the statement of financial position. The provisions of ASU 2011-11 are effective for us in interim and annual reporting periods beginning on or after January 1, 2013 and we are currently assessing the impact of adoption on our consolidated results of operations, cash flows and financial position.

ASU 2011-08 “Intangibles – Goodwill and Other (Topic 350),” or ASU 2011-08 — In September 2011, the FASB issued ASU 2011-08, which amends Accounting Standards Codification, or ASC, Topic 350 “Intangibles — Goodwill and Other.” ASU 2011-08 provides additional guidance on the two-step test for goodwill impairment as previously described in Topic 350 “Intangibles — Goodwill and Other.” Under the new guidance, entities may elect to first assess qualitative factors instead of calculating the fair value of a reporting unit unless the entity determines that it is more likely than not the fair value of the reporting unit is less than its carrying value. This ASU is effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We elected to adopt ASU 2011-08 for our 2011 annual goodwill impairment test. There was no impact from the adoption of ASU 2011-08 on our consolidated results of operations, cash flows and financial position.

ASU 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, or ASU 2011-04 — In May 2011, the FASB issued ASU 2011-04 which amends ASC, Topic 820 “Fair Value Measurements and Disclosures” to change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, clarify the FASB’s intent about the application of existing fair value measurement requirements, and change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The provisions of ASU 2011-04 are effective for us for interim and annual periods beginning after December 15, 2011 and we are currently assessing the impact of adoption on our consolidated results of operations, cash flows and financial position.

 

4. Acquisitions

On March 30, 2012, we acquired the remaining 66.67% interest in Southeast Texas, and commodity derivative instruments related to the Southeast Texas storage business, for aggregate consideration of $240.0 million, subject to certain working capital and other customary purchase price adjustments. $192.0 million of the aggregate purchase price was financed with a portion of the net proceeds from our 4.95% 10-year Senior Notes offering issued on March 13, 2012. The remaining $48.0 million consideration was financed by the issuance at closing of an aggregate of 1,000,417 of our common units. DCP Midstream, LLC also provided fixed price NGL commodity derivatives, valued at $39.5 million, for the three year period subsequent to closing the newly acquired interest. The $29.6 million deficit purchase price under the historical basis of the net assets acquired and the $48.0 million of common units issued as consideration for this acquisition were recorded as an increase in common unitholders equity. Prior to the acquisition of the additional interest in Southeast Texas, we owned a 33.33% interest which we accounted for as an unconsolidated affiliate using the equity method. The acquisition of the remaining 66.67% interest in Southeast Texas represents a transaction between entities under common control and a change in reporting entity. Accordingly, our consolidated financial statements have been adjusted to retrospectively include the historical results of our 100% interest in Southeast Texas and the natural gas commodity derivatives associated with the storage business for all periods presented, similar to the pooling method. These results are included in our Natural Gas Services segment.

 

14


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Combined Financial Information

The results of our 100% interest in Southeast Texas are included in the consolidated balance sheets as of December 31, 2011 and December 31, 2010. The following tables present the previously reported December 31, 2011 and December 31, 2010 consolidated balance sheets, adjusted for the acquisition of the remaining 66.67% interest in Southeast Texas from DCP Midstream, LLC:

As of December 31, 2011

 

     DCP
Midstream
Partners, LP
(As previously
reported) (a)
    Consolidate
Southeast
Texas (b)
    Remove
Southeast
Texas
Investment in
Unconsolidated
Affiliate (c)
    Combined
DCP
Midstream
Partners, LP
(As currently
reported)
 
     (Millions)  
ASSETS         

Current assets:

        

Cash and cash equivalents

   $ 6.7      $ 0.9      $ —        $ 7.6   

Accounts receivable

     161.4        53.4        —          214.8   

Inventories

     64.7        23.2        —          87.9   

Other

     7.1        36.3        —          43.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     239.9        113.8        —          353.7   

Property, plant and equipment, net

     1,181.8        317.6        —          1,499.4   

Goodwill and intangible assets, net

     255.8        43.3        —          299.1   

Investments in unconsolidated affiliates

     208.7        —          (101.6     107.1   

Other non-current assets

     17.4        0.7        —          18.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 1,903.6      $ 475.4      $ (101.6   $ 2,277.4   
  

 

 

   

 

 

   

 

 

   

 

 

 
LIABILITIES AND EQUITY         

Accounts payable and other current liabilities

   $ 269.2      $ 111.3      $ —        $ 380.5   

Long-term debt

     746.8        —          —          746.8   

Other long-term liabilities

     46.7        5.1        —          51.8   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     1,062.7        116.4        —          1,179.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Commitments and contingent liabilities

        

Equity:

        

Partners’ equity

        

Net equity

     649.7        360.8        (103.4     907.1   

Accumulated other comprehensive income

     (21.2     (1.8     1.8        (21.2
  

 

 

   

 

 

   

 

 

   

 

 

 

Total partners’ equity

     628.5        359.0        (101.6     885.9   

Noncontrolling interests

     212.4        —          —          212.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

     840.9        359.0        (101.6     1,098.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

   $ 1,903.6      $ 475.4      $ (101.6   $ 2,277.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Amounts as previously reported with 33.33% of Southeast Texas’ results presented as investments in unconsolidated affiliates.
(b) Adjustments to present Southeast Texas on a consolidated basis at 100% ownership, including commodity derivatives.
(c) Adjustments to remove Southeast Texas 33.33% investment in unconsolidated affiliates.

 

15


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

As of December 31, 2010

 

     DCP
Midstream
Partners, LP
(As previously
reported) (a)
    Consolidate
Southeast
Texas (b)
    Remove
Southeast
Texas
Investment in
Unconsolidated
Affiliate(c)
    Combined
DCP
Midstream
Partners, LP
(As currently
reported)
 
     (Millions)  
ASSETS         

Current assets:

        

Cash and cash equivalents

   $ 6.7      $ —        $ —        $ 6.7   

Accounts receivable

     151.0        96.3        —          247.3   

Inventories

     64.1        9.5        —          73.6   

Other

     10.2        12.6        —          22.8   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     232.0        118.4        —          350.4   

Property, plant and equipment, net

     1,097.1        281.5        —          1,378.6   

Goodwill and intangible assets, net

     258.6        45.6        —          304.2   

Investments in unconsolidated affiliates

     216.9        —          (112.6     104.3   

Other non-current assets

     8.6        1.1        —          9.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 1,813.2      $ 446.6      $ (112.6   $ 2,147.2   
  

 

 

   

 

 

   

 

 

   

 

 

 
LIABILITIES AND EQUITY         

Accounts payable and other current liabilities

   $ 211.2      $ 104.1      $ —        $ 315.3   

Long-term debt

     647.8        —          —          647.8   

Other long-term liabilities

     103.4        4.7        —          108.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     962.4        108.8        —          1,071.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Commitments and contingent liabilities

        

Equity:

        

Partners’ equity

        

Net equity

     658.4        340.5        (115.3     883.6   

Accumulated other comprehensive income

     (27.7     (2.7     2.7        (27.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Total partners’ equity

     630.7        337.8        (112.6     855.9   

Noncontrolling interests

     220.1        —          —          220.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

     850.8        337.8        (112.6     1,076.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

   $ 1,813.2      $ 446.6      $ (112.6   $ 2,147.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Amounts as previously reported with 33.33% of Southeast Texas’ results presented as investments in unconsolidated affiliates.
(b) Adjustments to present Southeast Texas on a consolidated basis at 100% ownership, including commodity derivatives.
(c) Adjustments to remove Southeast Texas 33.33% investment in unconsolidated affiliates.

 

16


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

The results of our 100% interest in Southeast Texas are included in the consolidated statements of operations for the years ended December 31, 2011, December 31, 2010 and December 31, 2009. The following tables present the previously reported condensed consolidated statements of operations for the years ended December 31, 2011, December 31, 2010 and December 31, 2009, adjusted for the acquisition of the remaining 66.67% interest in Southeast Texas from DCP Midstream, LLC:

Year Ended December 31, 2011

 

     DCP
Midstream
Partners, LP
(As previously
reported) (a)
    Consolidate
Southeast
Texas (b)
     Remove
Southeast
Texas Equity
Earnings (c)
    Combined
DCP
Midstream
Partners, LP
(As currently
reported)
 
     (Millions)  

Operating revenues:

         

Sales of natural gas, propane, NGLs and condensate

   $ 1,413.3      $ 765.2       $ —        $ 2,178.5   

Transportation, processing and other

     163.2        9.0         —          172.2   

(Losses) gains from commodity derivative activity, net

     (6.7     14.4         —          7.7   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total operating revenues

     1,569.8        788.6         —          2,358.4   
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating costs and expenses:

         

Purchases of natural gas, propane and NGLs

     1,229.8        703.2         —          1,933.0   

Operating and maintenance expense

     105.4        20.3         —          125.7   

Depreciation and amortization expense

     81.0        19.6         —          100.6   

General and administrative expense

     37.3        11.0         —          48.3   

Other income

     (0.5     —           —          (0.5
  

 

 

   

 

 

    

 

 

   

 

 

 

Total operating costs and expenses

     1,453.0        754.1         —          2,207.1   
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating income

     116.8        34.5         —          151.3   

Interest expense, net

     (33.9     —           —          (33.9

Earnings from unconsolidated affiliates

     36.9        —           (14.2     22.7   
  

 

 

   

 

 

    

 

 

   

 

 

 

Income before income taxes

     119.8        34.5         (14.2     140.1   

Income tax (expense) benefit

     (0.6     0.1         —          (0.5
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income

     119.2        34.6         (14.2     139.6   

Net income attributable to noncontrolling interests

     (18.8     —           —          (18.8
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income attributable to partners

   $ 100.4      $ 34.6       $ (14.2   $ 120.8   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

(a) Amounts as previously reported with 33.33% of Southeast Texas’ results presented as earnings from unconsolidated affiliates.
(b) Adjustments to present Southeast Texas on a consolidated basis at 100% ownership, including commodity derivatives.
(c) Adjustments to remove Southeast Texas equity earnings at 33.33%.

 

17


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Year Ended December 31, 2010

 

     DCP
Midstream
Partners, LP
(As previously
reported) (a)
    Consolidate
Southeast
Texas (b)
    Remove
Southeast
Texas Equity
Earnings (c)
    Combined
DCP
Midstream
Partners, LP
(As currently
reported)
 
     (Millions)  

Operating revenues:

      

Sales of natural gas, propane, NGLs and condensate

   $ 1,162.7      $ 812.4      $ —        $ 1,975.1   

Transportation, processing and other

     115.3        15.0        —          130.3   

(Losses) gains from commodity derivative activity, net

     (8.5     11.5        —          3.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     1,269.5        838.9        —          2,108.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

        

Purchases of natural gas, propane and NGLs

     1,032.6        750.5        —          1,783.1   

Operating and maintenance expense

     79.8        18.5        —          98.3   

Depreciation and amortization expense

     73.7        14.4        —          88.1   

General and administrative expense

     33.7        12.1        —          45.8   

Gain on step acquisition

     (9.1     —          —          (9.1

Other income

     (4.0     (1.0     —          (5.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     1,206.7        794.5        —          2,001.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     62.8        44.4        —          107.2   

Interest expense, net

     (29.1     —          —          (29.1

Earnings from unconsolidated affiliates

     38.2        —          (14.4     23.8   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     71.9        44.4        (14.4     101.9   

Income tax expense

     (0.3     (1.2     —          (1.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     71.6        43.2        (14.4     100.4   

Net income attributable to noncontrolling interests

     (9.2     —          —          (9.2
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to partners

   $ 62.4      $ 43.2      $ (14.4   $ 91.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Amounts as previously reported with 33.33% of Southeast Texas’ results presented as earnings from unconsolidated affiliates.
(b) Adjustments to present Southeast Texas on a consolidated basis at 100% ownership, including commodity derivatives.
(c) Adjustments to remove Southeast Texas equity earnings at 33.33%.

 

18


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Year Ended December 31, 2009

 

     DCP
Midstream
Partners, LP
(As previously
reported) (a)
    Consolidate
Southeast
Texas (b)
    Remove
Southeast
Texas
Equity
Earnings (c)
    Combined
DCP
Midstream
Partners, LP
(As currently
reported)
 
     (Millions)  

Operating revenues:

    

Sales of natural gas, propane, NGLs and condensate

   $ 913.0      $ 516.3      $ —        $ 1,429.3   

Transportation, processing and other

     95.2        9.7        —          104.9   

(Losses) gains from commodity derivative activity, net

     (65.8     9.5        —          (56.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     942.4        535.5        —          1,477.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

        

Purchases of natural gas, propane and NGLs

     776.2        472.1        —          1,248.3   

Operating and maintenance expense

     69.7        14.5        —          84.2   

Depreciation and amortization expense

     64.9        12.0        —          76.9   

General and administrative expense

     32.3        10.8        —          43.1   

Other income

     —          0.5        —          0.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     943.1        509.9        —          1,453.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (0.7     25.6        —          24.9   

Interest expense, net

     (28.0     —          —          (28.0

Earnings from unconsolidated affiliates

     26.9        —          (8.4     18.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (1.8     25.6        (8.4     15.4   

Income tax expense

     (0.6     (0.4     —          (1.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (2.4     25.2        (8.4     14.4   

Net income attributable to noncontrolling interests

     (8.3     —          —          (8.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to partners

   $ (10.7   $ 25.2      $ (8.4   $ 6.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Amounts as previously reported with 33.33% of Southeast Texas’ results presented as earnings from unconsolidated affiliates.
(b) Adjustments to present Southeast Texas on a consolidated basis at 100% ownership, including commodity derivatives.
(c) Adjustments to remove Southeast Texas equity earnings at 33.33%.

The currently reported results are not intended to reflect actual results that would have occurred if the acquired business had been combined during the period presented, nor is it intended to be indicative of the results of operations that may be achieved by us in the future.

On August 1, 2011, we reached an agreement with DCP Midstream, LLC for us to construct a 200 MMcf/d cryogenic natural gas processing plant, or the Eagle Plant, in the Eagle Ford shale which represents an investment of approximately $120.0 million. In support of our construction of the Eagle Plant, we entered into a 15 year fee-based processing agreement with an affiliate of DCP Midstream, LLC, which provides us with a fixed demand charge for 150 MMcf/d along with a throughput fee on all volumes processed. The processing agreement commences with commercial operations of the new plant, which is expected to be online by the fourth quarter of 2012. In conjunction with the agreement, we also entered into a purchase and sale agreement with DCP Midstream, LLC to purchase certain tangible assets and land located in the Eagle Ford Shale for $23.4 million, financed initially at closing with borrowings under the Partnership’s revolving credit facility.

 

19


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

On March 24, 2011, we acquired two NGL fractionation facilities in Weld County, Colorado, located in the Denver-Julesburg Basin, from a third party in a transaction accounted for as an asset acquisition. We paid a purchase price of $30.0 million, financed initially at closing with borrowings under the Partnership’s revolving credit facility, and received a post-closing purchase price adjustment of $0.4 million. The NGL fractionation facilities are located on DCP Midstream, LLC’s processing plant sites and are operated by DCP Midstream, LLC. Subsequent to our acquisition, DCP Midstream, LLC continues to operate and supply certain committed NGLs produced by them in Weld County to our DJ Basin NGL Fractionators under the existing agreements that are effective through March 2018. The results of the assets are included in our NGL Logistics segment prospectively, from the date of acquisition.

On January 1, 2011, we acquired a 33.33% interest in Southeast Texas for $150.0 million, in a transaction among entities under common control, financed initially at closing with proceeds from our November 2010 public equity offering and borrowings under the Partnership’s revolving credit facility. DCP Midstream, LLC’s historical carrying value of the net assets acquired was $114.3 million; accordingly we have recorded the $35.7 million excess purchase price over acquired assets as a decrease in common unitholders equity.

On December 30, 2010, we acquired all of the interests in Marysville. The acquisition involved three separate transactions with a number of parties. We acquired a 90% interest in Marysville from Dart Energy Corporation, a 5% interest in Marysville from Prospect Street Energy, LLC and 100% of EE Group, LLC, which owned the remaining 5% interest in Marysville. We paid a purchase price of $94.8 million plus $6.0 million for net working capital and other adjustments for an aggregate purchase price of $100.8 million, subject to customary purchase price adjustments, for our 100% interest. The cash purchase was financed initially at closing with borrowings under the Partnership’s revolving credit facility. $21.2 million of the purchase price was deposited in an indemnity escrow to satisfy certain tax liabilities and provide for breaches of representations and warranties of the sellers. $19.5 million remains in the escrow account after $1.7 million was released on June 15, 2011. The results of the Marysville acquisition are included in our NGL Logistics segment prospectively, from the date of acquisition.

On January 4, 2011, we merged two wholly-owned subsidiaries of Marysville and converted the combined entity’s organizational structure from a corporation to a limited liability company. This conversion to a limited liability company triggered tax liabilities, resulting from built-in tax gains recognized in the transaction, to become currently payable. Accordingly, $35.0 million of estimated deferred tax liabilities associated with this transaction and recorded at December 31, 2010, became currently payable as of January 4, 2011. These tax liabilities are unrelated to the tax liabilities of Marysville for which an indemnity escrow has been established. During 2011, we made federal and state tax payments of $29.3 million and $0.3 million, respectively, related to our estimated $35.0 million tax liability that resulted from our acquisition of Marysville. The remaining $5.4 million estimated tax payable has been reclassified to goodwill in our final accounting for the Marysville business combination.

We have updated our accounting for the Marysville business combination for the fair value of assets acquired and liabilities assumed including intangible assets, property, plant and equipment and goodwill. The purchase price allocation as of December 31, 2011 is as follows:

 

     December 31,
2011
 
     (Millions)  

Aggregate consideration

   $ 100.8   
  

 

 

 

Cash

     3.1   

Accounts receivable

     0.3   

Inventory

     4.6   

Other current assets

     0.7   

Property, plant and equipment

     57.1   

Intangible assets

     33.0   

Goodwill

     34.7   

Other long-term assets

     1.2   

Other current liabilities

     (4.3

Long-term liabilities

     (29.6
  

 

 

 

Total purchase price allocation

   $ 100.8   
  

 

 

 

The results of operations for acquisitions accounted for as a business combination are included in the DCP Midstream Partners, LP results subsequent to the date of acquisition. Accordingly, for the year ended December 31, 2011 total operating revenues of $26.7 million, and net income attributable to the Partnership of $12.6 million, associated with Marysville, are included in the consolidated statement of operations. Pro forma information is presented for comparative periods prior to the date of acquisition, however, comparative periods in the consolidated financial statements are not adjusted to include the results of the acquisition.

 

20


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

The following table presents unaudited pro forma information for the consolidated statement of operations for the year ended December 31, 2010, as if the acquisition of Marysville had occurred at the beginning of the period presented.

 

     Year Ended December 31, 2010  
     DCP
Midstream
Partners, LP
    Acquisition  of
Marysville
    DCP
Midstream
Partners, LP
Pro Forma
 
     (Millions, except per unit amounts)  

Total operating revenues

   $ 2,108.4      $ 23.2      $ 2,131.6   

Net income attributable to partners

     91.2        8.2        99.4   

Less:

      

Net income attributable to predecessor operations

     (43.2     —          (43.2

General partner unitholders interest in net income

     (16.9     (0.1     (17.0
  

 

 

   

 

 

   

 

 

 

Net income allocable to limited partners

   $ 31.1      $ 8.1      $ 39.2   
  

 

 

   

 

 

   

 

 

 

Net income per limited partner unit — basic and diluted

   $ 0.86      $ 0.22      $ 1.08   

The pro forma information is not intended to reflect actual results that would have occurred if the acquired business had been combined during the period presented, nor is it intended to be indicative of the results of operations that may be achieved by us in the future.

 

5. Agreements and Transactions with Affiliates

DCP Midstream, LLC

Omnibus Agreement and Other General and Administrative Charges

We have entered into an omnibus agreement, as amended, or the Omnibus Agreement, with DCP Midstream, LLC.

Following is a summary of the fees we incurred under the Omnibus Agreement as well as other fees paid to DCP Midstream, LLC:

 

     Year Ended December 31,  
     2011      2010      2009  
     (Millions)  

Omnibus Agreement

   $ 10.2       $ 9.9       $ 9.7   

Other fees — DCP Midstream, LLC

     18.9         21.4         21.2   
  

 

 

    

 

 

    

 

 

 

Total — DCP Midstream, LLC

   $ 29.1       $ 31.3       $ 30.9   
  

 

 

    

 

 

    

 

 

 

 

21


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Under the Omnibus Agreement, we are required to reimburse DCP Midstream, LLC for salaries of operating personnel and employee benefits as well as capital expenditures, maintenance and repair costs, taxes and other direct costs incurred by DCP Midstream, LLC on our behalf. We also pay DCP Midstream, LLC for certain costs incurred and centralized corporate functions performed by DCP Midstream, LLC on our behalf, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering. The Omnibus Agreement also addresses the following matters:

 

   

DCP Midstream, LLC’s obligation to indemnify us for certain liabilities and our obligation to indemnify DCP Midstream, LLC for certain liabilities; and

 

   

DCP Midstream, LLC’s obligation to continue to maintain its credit support, including without limitation guarantees and letters of credit, for our obligations related to commercial contracts with respect to its business or operations that were in effect at the closing of our initial public offering until the expiration of such contracts.

Any or all of the provisions of the Omnibus Agreement, other than the indemnification provisions, will be terminable by DCP Midstream, LLC at its option if the general partner is removed without cause and units held by the general partner and its affiliates are not voted in favor of that removal. The Omnibus Agreement will also terminate in the event of a change of control of us, the general partner (DCP Midstream GP, LP) or the General Partner (DCP Midstream GP, LLC).

East Texas and Southeast Texas incur general and administrative expenses directly from DCP Midstream, LLC. During the years ended December 31, 2011, 2010 and 2009, East Texas incurred $7.5 million, $7.8 million and $8.5 million, respectively, and during the years ended December 31, 2011, 2010 and 2009, Southeast Texas incurred $10.0 million, $12.1 million and $10.8 million, respectively, for general and administrative expenses from DCP Midstream, LLC, which includes expenses for our predecessor operations. General and administrative expenses incurred by East Texas and Southeast Texas effective January 3, 2012 and March 30, 2012, respectively, will be included in the Omnibus Agreement.

In addition to the Omnibus Agreement and amounts incurred by East Texas and Southeast Texas, we incurred other fees with DCP Midstream, LLC, which includes expenses for our predecessor operations, of $1.4 million, $1.5 million and $1.9 million for the years ended December 31, 2011, 2010 and 2009, respectively. These amounts include allocated expenses, including professional services, insurance and internal audit.

Competition

None of DCP Midstream, LLC, or any of its affiliates, including Spectra Energy and ConocoPhillips, is restricted, under either the partnership agreement or the Omnibus Agreement, from competing with us. DCP Midstream, LLC and any of its affiliates, including Spectra Energy and ConocoPhillips, may acquire, construct or dispose of additional midstream energy or other assets in the future without any obligation to offer us the opportunity to purchase or construct those assets.

Other Agreements and Transactions with DCP Midstream, LLC

DCP Midstream, LLC was a significant customer during the years ended December 31, 2011, 2010 and 2009. We sell a portion of our residue gas, NGLs and condensate to, purchase natural gas and other petroleum products from, and provide gathering and transportation services for, DCP Midstream, LLC. We anticipate continuing to purchase from and sell commodities and services to DCP Midstream, LLC in the ordinary course of business. In addition, DCP Midstream, LLC conducts derivative activities on our behalf. We have and may continue to enter into market based derivative transactions directly with DCP Midstream, LLC, whereby DCP Midstream is the counterparty.

We have a contractual arrangement with DCP Midstream, LLC, through March 2022, in which we pay DCP Midstream, LLC a fee for processing services associated with the gas we gather on our Southern Oklahoma system, which is part of our Natural Gas Services segment. In addition, in February 2010, a contract was signed with DCP Midstream, LLC providing for adjustments to those fees based upon plant efficiencies related to our portion of volumes from the Southern Oklahoma system being processed at DCP Midstream, LLC’s plant through March 2022. We generally report fees associated with these activities in the consolidated statements of operations as purchases of natural gas, propane, NGLs and condensate from affiliates. In addition, as part of this arrangement, DCP Midstream, LLC pays us a fee for certain gathering services. We generally report revenues associated with these activities in the consolidated statements of operations as transportation, processing and other to affiliates.

 

22


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

DCP Midstream, LLC owns certain assets and is party to certain contractual relationships around our Pelico system, included in our Northern Louisiana system, which is part of our Natural Gas Services segment, that are periodically used for the benefit of Pelico. DCP Midstream, LLC is able to source natural gas upstream of Pelico and deliver it to us and is able to take natural gas from the outlet of the Pelico system and market it downstream of Pelico. We purchase natural gas from DCP Midstream, LLC upstream of Pelico and transport it to Pelico under a firm transportation agreement with an affiliate, effective through January 31, 2012. Our purchases from DCP Midstream, LLC are at DCP Midstream, LLC’s actual acquisition cost plus any transportation service charges. Volumes that exceed our on-system demand are sold to DCP Midstream, LLC at an index-based price, less contractually agreed to marketing fees. Revenues associated with these activities are reported gross in our consolidated statements of operations as sales of natural gas, propane, NGLs and condensate to affiliates.

On August 1, 2011, we reached an agreement with DCP Midstream, LLC for us to construct a 200 MMcf/d cryogenic natural gas processing plant, in the Eagle Ford shale which represents an investment of approximately $120.0 million. In support of our construction of the Eagle Plant, we entered into a 15 year fee-based processing agreement with an affiliate of DCP Midstream, LLC, which provides us with a fixed demand charge for 150 MMcf/d along with a throughput fee on all volumes processed. The processing agreement commences with commercial operations of the new plant, which is expected to be online by the fourth quarter of 2012. In conjunction with the agreement, we also entered into a purchase and sale agreement with DCP Midstream, LLC to purchase certain tangible assets and land located in the Eagle Ford Shale for $23.4 million.

On November 4, 2011, we entered into agreements with DCP Midstream, LLC, to acquire the remaining 49.9% interest in East Texas for aggregate consideration of $165.0 million, subject to certain working capital and other customary purchase price adjustments. Prior to the contribution of the additional interest in East Texas, we owned a 50.1% interest which we account for as a consolidated subsidiary. The contribution of the remaining 49.9% interest in East Texas represents a transaction between entities under common control, but does not represent a change in reporting entity. Accordingly, we will include the results of the remaining 49.9% interest in East Texas prospectively from the date of acquisition. This acquisition closed on January 3, 2012.

During the year ended December 31, 2011, East Texas received $7.8 million in business interruption recoveries related to the first quarter 2009 fire that was caused by a third party underground pipeline rupture outside of our property, or the East Texas recovery settlement. We have allocated the recoveries based upon relative ownership percentages at the time the losses were incurred, factoring in amounts previously reimbursed to us by DCP Midstream, LLC. For the year ended December 31, 2011, we recorded $6.6 million to our consolidated statement of operations in “sales of natural gas, propane, NGLs and condensate”, with $4.6 million representing DCP Midstream, LLC’s portion in “net income attributable to noncontrolling interests.”

In conjunction with our January 1, 2011 acquisition of the initial 33.33% interest in Southeast Texas from DCP Midstream, LLC for $150.0 million in our Natural Gas Services segment, we entered into a joint venture agreement. The terms of the joint venture agreement provided that distributions and earnings to us for the first seven years related to storage and transportation gross margin would be pursuant to a fee-based arrangement, based on storage capacity and tailgate volumes. Distributions and earnings related to the gathering and processing business, along with reductions for all expenditures, would be pursuant to our and DCP Midstream, LLC’s respective ownership interests in Southeast Texas. On March 30, 2012, we acquired the remaining 66.67% interest in Southeast Texas for aggregate consideration of $240.0 million. As we now own 100% of the interests in Southeast Texas, the joint venture agreement is no longer in effect.

In conjunction with our acquisition of a 50.1% limited liability company interest in East Texas (25.0% of which was acquired in July 2007, and 25.1% in April 2009), which is part of our Natural Gas Services segment, we entered into agreements with DCP Midstream, LLC whereby DCP Midstream, LLC will reimburse East Texas for certain expenditures on East Texas capital projects. These reimbursements are for certain capital projects which have commenced within three years from the respective acquisition dates. DCP Midstream, LLC made capital contributions to East Texas for capital projects of $18.3 million and $13.8 million for the years ended December 31, 2011 and 2010, respectively.

On September 16, 2010, we entered into an agreement with DCP Midstream, LLC to sell certain surplus equipment at Collbran, part of our Natural Gas Services segment, with a net book value of $6.2 million for net proceeds of $3.6 million. The surplus equipment is the result of a consolidation of operations at our Anderson Gulch plant in the Piceance Basin. The net proceeds of $3.6 million were distributed 75% to us and 25% to the noncontrolling interest in Collbran, based upon proportionate ownership, during the year ended December 31, 2010. The sale was completed when title to the surplus equipment passed to DCP Midstream, LLC in March 2011. We have recognized a distribution of $2.6 million for year ended December 31, 2011 to DCP Midstream, LLC in our consolidated statements of changes in equity representing the difference between the net book value and the proceeds received for the surplus equipment.

 

23


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

In our Natural Gas Services segment, we sell NGLs processed at certain of our plants, and sell condensate removed from the gas gathering systems that deliver to certain of our systems under contracts to a subsidiary of DCP Midstream, LLC equal to that subsidiary’s net weighted-average sales price, adjusted for transportation, processing and other charges from the tailgate of the respective asset.

In our NGL Logistics segment, we also have a contractual arrangement with a subsidiary of DCP Midstream, LLC that provides that DCP Midstream, LLC will pay us to transport NGLs over our Seabreeze and Wilbreeze pipelines, pursuant to fee-based rates that will be applied to the volumes transported. DCP Midstream, LLC is the sole shipper on these pipelines under the transportation agreements. We generally report revenues associated with these activities in the consolidated statements of operations as transportation, processing and other to affiliates.

In conjunction with our acquisition of the Wattenberg pipeline, which is part of our NGL Logistics segment, we signed a transportation agreement with DCP Midstream, LLC pursuant to fee-based rates that will be applied to the volumes transported, which was effective through December 31, 2010. Effective January 1, 2011, we entered into a 10-year dedication and transportation agreement with a subsidiary of DCP Midstream, LLC whereby certain NGL volumes produced at several of DCP Midstream, LLC’s processing facilities are dedicated for transportation on the Wattenberg pipeline. We collect fee-based transportation revenues under our tariff. We generally report revenues associated with these activities in the consolidated statements of operations as transportation, processing and other to affiliates.

In conjunction with our acquisition of our DJ Basin NGL Fractionators in our NGL Logistics segment, we pay a fee to DCP Midstream, LLC to operate our DJ Basin NGL Fractionators and receive fees for the processing of DCP Midstream, LLC’s committed NGLs produced by them in Weld County at our DJ Basin NGL Fractionators under agreements that are effective through March 2018. During the year ended December 31, 2011 we incurred fees $0.6 million, which are included in operating and maintenance expense in the consolidated statements of operations.

DCP Midstream, LLC has issued parental guarantees, totaling $70.0 million as of December 31, 2011, in favor of certain counterparties to our commodity derivative instruments to mitigate a portion of our collateral requirements with those counterparties. We pay DCP Midstream, LLC interest of 0.5% per annum on these outstanding guarantees.

DCP Midstream, LLC has issued parental guarantees for its 49.9% limited liability company interest in East Texas, totaling $6.0 million as of December 31, 2011, in favor of certain counterparties to processing and transportation agreements at East Texas. Concurrently, we issued similar guarantees for our 50.1% interest. On January 3, 2012, we completed the acquisition of the remaining 49.9% interest in East Texas from DCP Midstream.

Spectra Energy

We have a propane supply agreement with Spectra Energy, effective from May 1, 2008 through April 30, 2012, which provides us propane supply at our marine terminals, which are included in our Wholesale Propane Logistics segment, for up to approximately 185 million gallons of propane annually. We are currently assessing several available options for future supply sources.

In December 2010, Spectra Energy’s international propane supplier breached its contract with Spectra Energy by failing to make certain scheduled propane deliveries that were to be delivered to us under our propane supply contracts with Spectra Energy. We were able to secure spot shipments on the open market at a price higher than our contract price to cover these missing deliveries. In December 2010, Spectra Energy made a $17.0 million payment to us to reimburse us for the damages we incurred for our open market purchases.

ConocoPhillips

We have multiple agreements with ConocoPhillips and its affiliates. The agreements include fee-based and percent-of-proceeds gathering and processing arrangements, and gas purchase and gas sales agreements. We anticipate continuing to purchase from and sell these commodities to ConocoPhillips and its affiliates in the ordinary course of business. In addition, we may be reimbursed by ConocoPhillips for certain capital projects where the work is performed by us. We received $0.1 million, $0.2 million and $0.6 million of capital reimbursements during the years ended December 31, 2011, 2010 and 2009, respectively.

 

24


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Summary of Transactions with Affiliates

The following table summarizes the transactions with affiliates:

 

     Year Ended December 31,  
     2011      2010     2009  
     (Millions)  

DCP Midstream, LLC:

       

Sales of natural gas, propane, NGLs and condensate

   $ 1,058.7       $ 881.2      $ 667.9   

Transportation, processing and other

   $ 26.0       $ 12.1      $ 7.5   

Purchases of natural gas, propane and NGLs

   $ 185.8       $ 183.9      $ 138.8   

Gains (losses) from commodity derivative activity, net

   $ 0.2       $ (1.9   $ (3.6

Operating and maintenance expense

   $ 0.6       $ —        $ —     

General and administrative expense

   $ 29.1       $ 31.3      $ 30.9   

Interest expense

   $ 0.4       $ 0.2      $ 0.2   

Spectra Energy:

       

Sales of natural gas, propane, NGLs and condensate

   $ —         $ —        $ 0.3   

Transportation, processing and other

   $ —         $ 0.2      $ 0.3   

Purchases of natural gas, propane and NGLs (a)

   $ 249.6       $ 82.1      $ 95.3   

Operating and maintenance expense

   $ —         $ (0.3   $ 0.2   

Other income

   $ —         $ 3.0      $ —     

ConocoPhillips:

       

Sales of natural gas, propane, NGLs and condensate

   $ 52.2       $ 43.0      $ 30.4   

Transportation, processing and other

   $ 7.4       $ 9.9      $ 8.2   

Purchases of natural gas, propane and NGLs

   $ 5.8       $ 7.4      $ 12.8   

General and administrative expense

   $ 0.3       $ 0.2      $ 0.3   

(Losses) gains from commodity derivative activity, net

   $ —         $ (0.4   $ 0.7   

Unconsolidated affiliates:

       

Purchases of natural gas, propane and NGLs

   $ 6.0       $ 4.8      $ 0.4   

 

(a) Includes a $17.0 million payment received in December 2010 for reimbursement of damages we incurred when an international propane supplier breached its contract with Spectra Energy.

We had balances with affiliates as follows:

 

     December 31,  
     2011     2010  
     (Millions)  

DCP Midstream, LLC:

    

Accounts receivable

   $ 100.0      $ 98.7   

Accounts payable

   $ 22.6      $ 27.0   

Unrealized gains on derivative instruments—current

   $ 0.6      $ 1.3   

Unrealized losses on derivative instruments—current

   $ (0.6   $ (1.8

Unrealized losses on derivative instruments—long term

   $ (2.6   $ —     

Spectra Energy:

    

Accounts receivable

   $ 0.1      $ 0.3   

Accounts payable

   $ 21.4      $ 8.7   

ConocoPhillips:

    

Accounts receivable

   $ 6.1      $ 7.9   

Accounts payable

   $ 0.4      $ 1.0   

Unrealized gains on derivative instruments—current

   $ 2.5      $ 0.1   

Unrealized losses on derivative instruments—current

   $ (2.0   $ (0.3

Unconsolidated affiliates:

    

Accounts payable

   $ 2.4      $ 0.9   

 

25


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

6. Property, Plant and Equipment

A summary of property, plant and equipment by classification is as follows:

 

     Depreciable      December 31,  
     Life      2011     2010  
            (Millions)  

Gathering and transmission systems

     15 — 30 Years       $ 1,191.9      $ 1,167.8   

Processing, storage and terminal facilities

     20 — 50 Years         764.3        734.6   

Other

     0 — 30 Years         21.6        14.9   

Construction work in progress

        218.3        66.3   
     

 

 

   

 

 

 

Property, plant and equipment

        2,196.1        1,983.6   

Accumulated depreciation

        (696.7     (605.0
     

 

 

   

 

 

 

Property, plant and equipment, net

      $ 1,499.4      $ 1,378.6   
     

 

 

   

 

 

 

Interest capitalized on construction projects in 2011, 2010 and 2009, was $1.6 million, $0.2 million and $1.3 million, respectively.

Depreciation expense was $92.2 million, $83.2 million and $74.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Asset Retirement Obligations — As of December 31, 2011, we had asset retirement obligations of $12.4 million included in other long-term liabilities in the consolidated balance sheets. As of December 31, 2010 we had asset retirement obligations of $11.7 million included in other long-term liabilities in the consolidated balance sheets. Accretion expense for the years ended December 31, 2011, 2010 and 2009 was $0.7 million, $0.7 million and $0.4 million, respectively.

We identified various assets as having an indeterminate life, for which there is no requirement to establish a fair value for future retirement obligations associated with such assets. These assets include certain pipelines, gathering systems and processing facilities. A liability for these asset retirement obligations will be recorded only if and when a future retirement obligation with a determinable life is identified. These assets have an indeterminate life because they are owned and will operate for an indeterminate future period when properly maintained. Additionally, if the portion of an owned plant containing asbestos were to be modified or dismantled, we would be legally required to remove the asbestos. We currently have no plans to take actions that would require the removal of the asbestos in these assets. Accordingly, the fair value of the asset retirement obligation related to this asbestos cannot be estimated and no obligation has been recorded.

 

7. Goodwill and Intangible Assets

The change in the carrying amount of goodwill is as follows:

 

     December 31,  
     2011      2010  
     (Millions)  

Beginning of period

   $ 151.2       $ 92.1   

Acquisitions

     2.6         59.1   
  

 

 

    

 

 

 

End of period

   $ 153.8       $ 151.2   
  

 

 

    

 

 

 

The carrying value of goodwill was $82.2 million and $74.7 million as of December 31, 2011 and December 31, 2010 respectively, for our Natural Gas Services segment, $36.9 million as of both periods for our Wholesale Propane Logistics segment, and $34.7 million and $39.6 million as of December 31, 2011 and December 31, 2010 respectively, for our NGL logistics segment.

Goodwill increased in 2011 by $2.6 million as a result of a $7.5 million increase related to a purchase price adjustment for a contingent payment in conjunction with our 2008 Michigan System acquisition; partially offset by a decrease of $4.9 million related to a purchase price adjustment of our Marysville acquisition.

 

26


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Our annual goodwill impairment tests, including our qualitative analysis, indicated that our reporting units’ fair value exceeded the carrying or book value. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to goodwill impairment charges, which would be recognized in the period in which the carrying value exceeds fair value.

Intangible assets consist of customer contracts, including commodity purchase, transportation and processing contracts, and related relationships. The gross carrying amount and accumulated amortization of these intangible assets are included in the accompanying consolidated balance sheets as intangible assets, net, and are as follows:

 

     December 31,  
     2011     2010  
     (Millions)  

Gross carrying amount

   $ 164.3      $ 163.6   

Accumulated amortization

     (19.0     (10.6
  

 

 

   

 

 

 

Intangible assets, net

   $ 145.3      $ 153.0   
  

 

 

   

 

 

 

For the years December 31, 2011, 2010 and 2009, we recorded amortization expense of $8.4 million, $4.9 million and $2.6 million, respectively. As of December 31, 2011, the remaining amortization periods ranged from approximately 10 years to 24 years, with a weighted-average remaining period of approximately 18 years.

Estimated future amortization for these intangible assets is as follows:

 

Estimated Future Amortization

 
(Millions)  

2012

   $ 8.4   

2013

     8.4   

2014

     8.4   

2015

     8.4   

2016

     8.4   

Thereafter

     103.3   
  

 

 

 

Total

   $ 145.3   
  

 

 

 

 

27


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

8. Investments in Unconsolidated Affiliates

The following table summarizes our investments in unconsolidated affiliates:

 

    

Percentage of

Ownership as of

December 31,

  Carrying Value as  of
December 31,
 
     2011 and 2010   2011      2010  
         (Millions)  

Discovery Producer Services, LLC

   40%   $ 106.9       $ 104.1   

Other

   50%     0.2         0.2   
    

 

 

    

 

 

 

Total investments in unconsolidated affiliates

     $ 107.1       $ 104.3   
    

 

 

    

 

 

 

There was a deficit between the carrying amount of the investment and the underlying equity of Discovery of $32.6 million and $35.1 million at December 31, 2011 and 2010, respectively, which is associated with, and is being accreted over, the life of the underlying long-lived assets of Discovery.

Earnings from investments in unconsolidated affiliates were as follows:

 

     Year Ended December 31,  
     2011      2010      2009  
     (Millions)  

Discovery Producer Services LLC

   $ 22.7       $ 23.0       $ 16.6   

Other (a)

     —           0.8         1.9   
  

 

 

    

 

 

    

 

 

 

Total earnings from unconsolidated affiliates

   $ 22.7       $ 23.8       $ 18.5   
  

 

 

    

 

 

    

 

 

 

 

(a) On July 27, 2010, we acquired an additional 5% interest in Black Lake from DCP Midstream, LLC in a transaction among entities under common control, and on July 30, 2010, we acquired an additional 50% interest in Black Lake from an affiliate of BP PLC, bringing our ownership interest in Black Lake to 100%. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction we account for Black Lake as a consolidated subsidiary and accordingly, earnings from unconsolidated affiliates excludes the results of Black Lake since July 30, 2010.

The following summarizes combined financial information of our investments in unconsolidated affiliates:

 

     Year Ended December 31,  
     2011(a)      2010 (a)(b)      2009(b)  
     (Millions)  

Statements of operations:

        

Operating revenue

   $ 210.7       $ 211.6       $ 168.1   

Operating expenses

   $ 159.9       $ 156.7       $ 127.2   

Net income

   $ 50.8       $ 52.7       $ 40.4   

 

(a) The combined financial information excludes the results of Black Lake since we began accounting for Black Lake as a consolidated subsidiary on July 30, 2010.
(b) The combined financial information includes the results of Southeast Texas, a transfer of net assets between entities under common control that was accounted for as if the transfer occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

28


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     December 31,  
     2011 (a)     2010 (a)  
     (Millions)  

Balance sheet:

    

Current assets

   $ 38.1      $ 35.2   

Long-term assets

     359.9        356.7   

Current liabilities

     (20.4     (17.8

Long-term liabilities

     (28.5     (25.6
  

 

 

   

 

 

 

Net assets

   $ 349.1      $ 348.5   
  

 

 

   

 

 

 

 

(a) The combined financial information excludes the results of Black Lake since we began accounting for Black Lake as a consolidated subsidiary effective July 30, 2010.

 

9. Fair Value Measurement

Determination of Fair Value

Below is a general description of our valuation methodologies for derivative financial assets and liabilities which are measured at fair value. Fair values are generally based upon quoted market prices, where available. If listed market prices or quotes are not available, we determine fair value based upon a market quote, adjusted by other market-based or independently sourced market data such as historical commodity volatilities, crude oil future yield curves, and/or counterparty specific considerations. These adjustments result in a fair value for each asset or liability under an “exit price” methodology, in line with how we believe a marketplace participant would value that asset or liability. These adjustments may include amounts to reflect counterparty credit quality, the effect of our own creditworthiness, the time value of money and/or the liquidity of the market.

 

   

Counterparty credit valuation adjustments are necessary when the market price of an instrument is not indicative of the fair value as a result of the credit quality of the counterparty. Generally, market quotes assume that all counterparties have near zero, or low, default rates and have equal credit quality. Therefore, an adjustment may be necessary to reflect the credit quality of a specific counterparty to determine the fair value of the instrument. We record counterparty credit valuation adjustments on all derivatives that are in a net asset position as of the measurement date in accordance with our established counterparty credit policy, which takes into account any collateral margin that a counterparty may have posted with us as well as any letters of credit that they have provided.

 

   

Entity valuation adjustments are necessary to reflect the effect of our own credit quality on the fair value of our net liability position with each counterparty. This adjustment takes into account any credit enhancements, such as collateral margin we may have posted with a counterparty, as well as any letters of credit that we have provided. The methodology to determine this adjustment is consistent with how we evaluate counterparty credit risk, taking into account our own credit rating, current credit spreads, as well as any change in such spreads since the last measurement date.

 

   

Liquidity valuation adjustments are necessary when we are not able to observe a recent market price for financial instruments that trade in less active markets for the fair value to reflect the cost of exiting the position. Exchange traded contracts are valued at market value without making any additional valuation adjustments and, therefore, no liquidity reserve is applied. For contracts other than exchange traded instruments, we mark our positions to the midpoint of the bid/ask spread, and record a liquidity reserve based upon our total net position. We believe that such practice results in the most reliable fair value measurement as viewed by a market participant.

 

29


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

We manage our derivative instruments on a portfolio basis and the valuation adjustments described above are calculated on this basis. We believe that the portfolio level approach represents the highest and best use for these assets as there are benefits inherent in naturally offsetting positions within the portfolio at any given time, and this approach is consistent with how a market participant would view and value the assets and liabilities. Although we take a portfolio approach to managing these assets/liabilities, in order to reflect the fair value of any one individual contract within the portfolio, we allocate all valuation adjustments down to the contract level, to the extent deemed necessary, based upon either the notional contract volume, or the contract value, whichever is more applicable.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While we believe that our valuation methods are appropriate and consistent with other market participants, we recognize that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. We review our fair value policies on a regular basis taking into consideration changes in the marketplace and, if necessary, will adjust our policies accordingly. See Note 12 Risk Management and Hedging Activities.

Valuation Hierarchy

Our fair value measurements are grouped into a three-level valuation hierarchy. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows.

 

   

Level 1 — inputs are unadjusted quoted prices for identical assets or liabilities in active markets.

 

   

Level 2 — inputs include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

   

Level 3 — inputs are unobservable and considered significant to the fair value measurement.

A financial instrument’s categorization within the hierarchy is based upon the input that requires the highest degree of judgment in the determination of the instrument’s fair value. Following is a description of the valuation methodologies used as well as the general classification of such instruments pursuant to the hierarchy.

Commodity Derivative Assets and Liabilities

We enter into a variety of derivative financial instruments, which may include over the counter, or OTC, instruments, such as natural gas, crude oil or NGL contracts.

Within our Natural Gas Services segment we typically use OTC derivative contracts in order to mitigate a portion of our exposure to natural gas, NGL and condensate price changes. We also may enter into natural gas derivatives to lock in margin around our storage and transportation assets. These instruments are generally classified as Level 2. Depending upon market conditions and our strategy, we may enter into OTC derivative positions with a significant time horizon to maturity, and market prices for these OTC derivatives may only be readily observable for a portion of the duration of the instrument. In order to calculate the fair value of these instruments, readily observable market information is utilized to the extent that it is available; however, in the event that readily observable market data is not available, we may interpolate or extrapolate based upon observable data. In instances where we utilize an interpolated or extrapolated value, and it is considered significant to the valuation of the contract as a whole, we would classify the instrument within Level 3.

Within our Wholesale Propane Logistics segment, we may enter into a variety of financial instruments to either secure sales or purchase prices, or capture a variety of market opportunities. Since financial instruments for NGLs tend to be counterparty and location specific, we primarily use the OTC derivative instrument markets, which are not as active and liquid as exchange traded instruments. Market quotes for such contracts may only be available for short dated positions (up to six months), and an active market itself may not exist beyond such time horizon. Contracts entered into with a relatively short time horizon for which prices are readily observable in the OTC market are generally classified within Level 2. Contracts with a longer time horizon, for which we internally generate a forward curve to value such instruments, are generally classified within Level 3. The internally generated curve may utilize a variety of assumptions including, but not limited to, historical and future expected relationship of NGL prices to crude oil prices, the knowledge of expected supply sources coming on line, expected weather trends within certain regions of the United States, and the future expected demand for NGLs.

Each instrument is assigned to a level within the hierarchy at the end of each financial quarter depending upon the extent to which the valuation inputs are observable. Generally, an instrument will move toward a level within the hierarchy that requires a

 

30


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

lower degree of judgment as the time to maturity approaches, and as the markets in which the asset trades will likely become more liquid and prices more readily available in the market, thus reducing the need to rely upon our internally developed assumptions. However, the level of a given instrument may change, in either direction, depending upon market conditions and the availability of market observable data.

Interest Rate Derivative Assets and Liabilities

We use interest rate swap and forward-starting interest rate swap agreements as part of our overall capital strategy. These instruments effectively exchange a portion of our existing floating rate debt for fixed-rate debt and lock in rates on our anticipated future fixed-rate debt, respectively. Our swaps are generally priced based upon a London Interbank Offered Rate, or LIBOR, instrument with similar duration, adjusted by the credit spread between our company and the LIBOR instrument. Given that a portion of the swap value is derived from the credit spread, which may be observed by comparing similar assets in the market, these instruments are classified within Level 2. Default risk on either side of the swap transaction is also considered in the valuation. We record counterparty credit and entity valuation adjustments in the valuation of our interest rate swaps; however, these reserves are not considered to be a significant input to the overall valuation.

Nonfinancial Assets and Liabilities

We utilize fair value on a non-recurring basis to perform impairment tests as required on our property, plant and equipment, goodwill and intangible assets. Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition. The inputs used to determine such fair value are primarily based upon internally developed cash flow models and would generally be classified within Level 3, in the event that we were required to measure and record such assets at fair value within our consolidated financial statements. Additionally, we use fair value to determine the inception value of our asset retirement obligations. The inputs used to determine such fair value are primarily based upon costs incurred historically for similar work, as well as estimates from independent third parties for costs that would be incurred to restore leased property to the contractually stipulated condition, and would generally be classified within Level 3.

We utilize fair value on a recurring basis to measure our contingent consideration that is a result of certain acquisitions. The inputs used to determine such fair value are primarily based upon internally developed cash flow models and are classified within Level 3.

 

31


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

The following table presents the financial instruments carried at fair value as of December 31, 2011 and 2010, by consolidated balance sheet caption and by valuation hierarchy, as described above:

 

     December 31, 2011     December 31, 2010  
     Level 1      Level 2     Level 3     Total
Carrying

Value
    Level 1      Level 2     Level 3     Total
Carrying

Value
 
     (Millions)  

Current assets (a):

                  

Commodity derivatives

   $ —         $ 40.1      $ 1.1      $ 41.2      $ —         $ 14.2      $ 0.3      $ 14.5   

Interest rate derivatives

   $ —         $ —        $ —        $ —        $ —         $ —        $ —        $ —     

Long-term assets (b):

                  

Commodity derivatives

   $ —         $ 5.4      $ 1.0      $ 6.4      $ —         $ 1.6      $ 0.3      $ 1.9   

Current liabilities (c):

                  

Commodity derivatives

   $ —         $ (43.1   $ (0.7   $ (43.8   $ —         $ (39.5   $ (0.1   $ (39.6

Interest rate derivatives

   $ —         $ (16.1   $ —        $ (16.1   $ —         $ (17.0   $ —        $ (17.0

Acquisition related contingent consideration (d)

   $ —         $ —        $ —        $ —        $ —         $ —        $ (2.1   $ (2.1

Long-term liabilities (e):

                  

Commodity derivatives

   $ —         $ (27.5   $ (0.3   $ (27.8   $ —         $ (40.1   $ (0.5   $ (40.6

Interest rate derivatives

   $ —         $ (5.0   $ —        $ (5.0   $ —         $ (9.9   $ —        $ (9.9

 

(a) Included in current unrealized gains on derivative instruments in our consolidated balance sheets.
(b) Included in long-term unrealized gains on derivative instruments in our consolidated balance sheets.
(c) Included in current unrealized losses on derivative instruments in our consolidated balance sheets.
(d) Included in other current liabilities in our consolidated balance sheets.
(e) Included in long-term unrealized losses on derivative instruments in our consolidated balance sheets.

Changes in Level 3 Fair Value Measurements

The tables below illustrate a rollforward of the amounts included in our consolidated balance sheets for derivative financial instruments that we have classified within Level 3. The determination to classify a financial instrument within Level 3 is based upon the significance of the unobservable factors used in determining the overall fair value of the instrument. Since financial instruments classified as Level 3 typically include a combination of observable components (that is, components that are actively quoted and can be validated to external sources) and unobservable components, the gains and losses in the table below may include changes in fair value due in part to observable market factors, or changes to our assumptions on the unobservable components. Depending upon the information readily observable in the market, and/or the use of unobservable inputs, which are significant to the overall valuation, the classification of any individual financial instrument may differ from one measurement date to the next. In the event that there is a movement to/from the classification of an instrument as Level 3, we have reflected such items in the table below within the “Transfers In/Out of Level 3” caption.

We manage our overall risk at the portfolio level, and in the execution of our strategy, we may use a combination of financial instruments, which may be classified within any level. Since Level 1 and Level 2 risk management instruments are not included in the rollforward below, the gains or losses in the table do not reflect the effect of our total risk management activities.

 

32


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Commodity Derivative Instruments  
     Current
Assets
    Long-Term
Assets
    Current
Liabilities
    Long-Term
Liabilities
 
     (Millions)  

Year ended December 31, 2011 (a):

  

Beginning balance

   $ 0.3      $ 0.3      $ (0.1   $ (0.5

Net realized and unrealized gains (losses) included in earnings

     1.4        0.8        (0.8     0.2   

Transfers into Level 3 (b)

     —          —          —          —     

Transfers out of Level 3 (b)

     —          (0.1     —          —     

Settlements

     (0.6     —          0.2        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 1.1      $ 1.0      $ (0.7   $ (0.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Net unrealized gains (losses) still held included in earnings (c)

   $ 1.1      $ 0.7      $ (0.7   $ 0.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Year ended December 31, 2010:

        

Beginning balance

   $ 1.2      $ 0.7      $ (1.6   $ (0.7

Net realized and unrealized gains (losses) included in earnings

     2.1        0.8        (0.3     0.2   

Transfers into Level 3 (b)

     —          —          —          —     

Transfers out of Level 3 (b)

     (0.5     —          0.3        —     

Purchases, Issuances and Settlements net

     (2.5     (1.2     1.5        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 0.3      $ 0.3      $ (0.1   $ (0.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Net unrealized gains (losses) still held included in earnings (b)

   $ 0.3      $ 0.1      $ (0.1   $ (0.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Year ended December 31, 2009:

        

Beginning balance

   $ 0.5      $ 1.7      $ —        $ —     

Net realized and unrealized gains (losses) included in earnings

     1.2        (1.0     (4.7     (0.7

Net transfers (out) of Level 3 (b)

     (0.1     —          —          —     

Purchases, Issuances and Settlements net

     (0.4     —          3.1        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 1.2      $ 0.7      $ (1.6   $ (0.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Net unrealized gains (losses) still held included in earnings (c)

   $ 1.3      $ 0.4      $ (2.6   $ (0.7
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) There were no purchases, issuances and sales for the year ended December 31, 2011.
(b) Amounts transferred in and amounts transferred out are reflected at fair value as of the end of the period.
(c) Represents the amount of total gains or losses for the period, included in gains or losses from commodity derivative activity, net, attributable to change in unrealized gains or losses relating to assets and liabilities classified as Level 3 that are still held as of December 31, 2011, 2010 and 2009.

 

33


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

During the year ended December 31, 2011, we settled a $2.1 million contingent consideration, which was classified as Level 3, associated with the Southeast Texas acquisition of the Raywood processing plant and Liberty gathering system from Ceritas in June 2010. During the year ended December 31, 2010, we recognized the fair value of contingent consideration of $3.1 million in relation to this acquisition, which was recorded to other current liabilities in our consolidated balance sheets. During the year ended December 31, 2010, we reassessed the $3.1 million fair value of the contingent consideration and adjusted the liability to $2.1 million. Accordingly, we recognized approximately $1.0 million in other income in our consolidated results of operations during the year ended December 31, 2010.

During the first quarter of 2010, we recognized the fair value of our contingent consideration, which is classified as Level 3, in relation to our acquisition of an additional 5% interest in Collbran, from Delta, of approximately $1.0 million, which we recorded to other current liabilities in our consolidated balance sheets. Subsequent to the first quarter of 2010, we reassessed the fair value of the contingent consideration and adjusted the fair value of the liability to $0, and accordingly, we recognized $1.0 million in other income in our consolidated results of operations during the year ended December 31, 2010.

During years ended December 31, 2011 and 2010, we had no significant transfers into or out of Levels 1 and 2. To qualify as a transfer, the asset or liability must have existed in the previous reporting period and moved into a different level during the current period.

 

10. Estimated Fair Value of Financial Instruments

We have determined fair value amounts using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and/or estimation methods may have a material effect on the estimated fair value amounts.

The fair value of accounts receivable and accounts payable are not materially different from their carrying amounts because of the short term nature of these instruments or the stated rates approximating market rates. Unrealized gains and unrealized losses on derivative instruments are carried at fair value. The carrying and fair values of outstanding balances under our Credit Agreement are $497.0 million and $497.0 million as of December 31, 2011 and $398.0 million and $388.9 million, respectively as of December 31, 2010. The carrying value of the 3.25% Senior Notes is $250.0 million as of December 31, 2011 and 2010, which approximates fair value. We determine the fair value of our credit facility borrowings based upon the discounted present value of expected future cash flows, taking into account the difference between the contractual borrowing spread and the spread for similar credit facilities available in the marketplace. We determine the fair value of our fixed-rate debt based on quotes obtained from bond dealers.

 

11. Debt

Long-term debt was as follows:

 

    December 31,
2011
    December 31,
2010
 
    (Millions)  

Credit Agreement

   

Revolving credit facility, weighted-average variable interest rate of 1.69% and 1.14%, respectively, and net effective interest rate of 4.86% and 4.28%, respectively, due November 10, 2016 (a)

  $ 497.0      $ 398.0   

Debt Securities

   

Issued September 30, 2010, interest at 3.25% payable semi-annually, due October 1, 2015

    250.0        250.0   

Unamortized discount

    (0.2     (0.2
 

 

 

   

 

 

 

Total long-term debt

  $ 746.8      $ 647.8   
 

 

 

   

 

 

 

 

(a) $450.0 million of debt has been swapped to a fixed-rate obligation with effective fixed-rates ranging from 2.94% to 5.19%, for a net effective rate of 4.86% on the $497.0 million of outstanding debt under our revolving credit facility as of December 31, 2011.

 

34


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Credit Agreement

On November 10, 2011, we entered into a Credit Agreement providing for a $1.0 billion revolving credit facility that matures November 10, 2016. The Credit Agreement replaced our Amended and Restated Credit Agreement dated as of June 21, 2007 (the Prior Credit Agreement), which had a total borrowing capacity of $850.0 million and would have matured on June 21, 2012. The initial borrowing under the Credit Agreement was used to repay the Company’s indebtedness under the Prior Credit Agreement. The revolving credit facility provided by the Credit Agreement will be used for ongoing working capital requirements and for other general partnership purposes including acquisitions.

At December 31, 2011 and 2010, we had $1.1 million and $32.1 million, respectively, of letters of credit issued and outstanding under the Credit Agreement and the Prior Credit Agreement. As of December 31, 2011, the unused capacity under the revolving credit facility was $501.9 million, of which approximately $279.5 million was available for general working capital. We incurred $3.9 million of debt issuance costs associated with the Credit Agreement. These expenses are deferred as other long-term assets in the consolidated balance sheet and will be amortized over the term of the Credit Agreement.

Our borrowing capacity is limited at December 31, 2011 by the Credit Agreement’s financial covenant requirements. Except in the case of a default, amounts borrowed under our credit facility will not mature prior to the November 10, 2016 maturity date.

Under the Credit Agreement, indebtedness under the revolving credit facility bears interest at either (1) LIBOR, plus an applicable margin ranging from 0.85% to 1.65% depending on our credit rating; or (2) (a) the base rate which shall be the higher of Wells Fargo Bank N.A.’s prime rate, the Federal Funds rate plus 0.50% or the LIBOR Market Index rate plus 1%, plus (b) an applicable margin ranging from 0% to 0.65% depending on our credit rating. The revolving credit facility incurs an annual facility fee of 0.15% to 0.35% depending on our credit rating. This fee is paid on drawn and undrawn portions of the revolving credit facility.

The Credit Agreement requires us to maintain a leverage ratio (the ratio of our consolidated indebtedness to our consolidated EBITDA, in each case as is defined by the Credit Agreement) of not more than 5.0 to 1.0, and on a temporary basis for not more than three consecutive quarters (including the quarter in which such acquisition is consummated) following the consummation of asset acquisitions in the midstream energy business of not more than 5.5 to 1.0.

Debt Securities

On September 30, 2010, we issued $250.0 million of 3.25% Senior Notes due October 1, 2015. We received proceeds of $247.7 million, which are net of underwriters’ fees, related expenses and unamortized discounts of $1.5 million, $0.6 million and $0.2 million, respectively, which we used to repay funds borrowed under the revolver portion of the Prior Credit Agreement. Interest on the notes is paid semi-annually on April 1 and October 1 of each year, with the first payment made on April 1, 2011. The notes will mature on October 1, 2015, unless redeemed prior to maturity. The underwriters’ fees and related expenses are deferred in other long-term assets in our consolidated balance sheets and will be amortized over the term of the notes.

The notes are senior unsecured obligations, ranking equally in right of payment with other unsecured indebtedness, including indebtedness under our Credit Agreement. We are not required to make mandatory redemption or sinking fund payments with respect to these notes. The securities are redeemable at a premium at our option.

The future maturities of long-term debt in the year indicated are as follows:

 

     Debt
Maturities
 
     (Millions)  

2012

   $ —     

2013

     —     

2014

     —     

2015

     250.0   

Thereafter

     497.0   
  

 

 

 

Unamortized discount

     (0.2
  

 

 

 

Total

   $ 746.8   
  

 

 

 

 

35


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Other Agreements

As of December 31, 2011, we had a contingent letter of credit for up to $10.0 million, on which we pay a fee of 0.50% per annum. This facility reduces the amount of cash we may be required to post as collateral. As of December 31, 2011, we had no letters of credit issued on this facility; any letters of credit issued on this facility will incur a fee of 1.75% per annum and will not reduce the available capacity under our credit facility.

 

12. Risk Management and Hedging Activities

Our day to day operations expose us to a variety of risks including but not limited to changes in the prices of commodities that we buy or sell, changes in interest rates, and the creditworthiness of each of our counterparties. We manage certain of these exposures with both physical and financial transactions. We have established a comprehensive risk management policy, or Risk Management Policy, and a risk management committee, or the Risk Management Committee, to monitor and manage market risks associated with commodity prices and counterparty credit. The Risk Management Committee is responsible for the overall management of credit risk and commodity price risk, including monitoring exposure limits. The following briefly describes each of the risks that we manage.

Commodity Price Risk

Cash Flow Protection Activities — We are exposed to the impact of market fluctuations in the prices of natural gas, NGLs and condensate as a result of our gathering, processing, sales and storage activities. For gathering, processing and storage services, we may receive cash or commodities as payment for these services, depending on the contract type. We enter into derivative financial instruments to mitigate a portion of the risk of weakening natural gas, NGL and condensate prices associated with our gathering, processing and sales activities, thereby stabilizing our cash flows. We have mitigated a portion of our expected commodity price risk associated with our gathering, processing and sales activities through 2016 with commodity derivative instruments. Given the limited liquidity and tenor of the NGL derivatives market, we have primarily utilized crude oil swaps and costless collars to mitigate a portion of our commodity price exposure for NGLs. For the nearer tenor where there is greater liquidity in the NGL derivatives market, we have periodically also utilized NGL derivatives. Historically, prices of NGLs have been generally related to the price of crude oil, with some exceptions, notably in late 2008 to early 2009, when NGL pricing was at a greater discount to crude oil pricing. When the relationship of NGL prices to crude oil prices is at a discount to historical ranges, we experience additional exposure as a result of the relationship. When our crude oil swaps become short-term in nature, we have periodically converted certain crude oil derivatives to NGL derivatives by entering into offsetting crude oil swaps while adding NGL swaps. Our crude oil and NGL transactions are primarily accomplished through the use of forward contracts that effectively exchange our floating price risk for a fixed price. We also utilize crude oil costless collars that minimize our floating price risk by establishing a fixed price floor and a fixed price ceiling. However, the type of instrument that we use to mitigate a portion of our risk may vary depending upon our risk management objective. These transactions are not designated as hedging instruments for accounting purposes and the change in fair value is reflected within our consolidated statements of operations as a gain or a loss on commodity derivative activity.

Our Wholesale Propane Logistics segment is generally designed to establish stable margins by entering into supply arrangements that specify prices based on established floating price indices and by entering into sales agreements that provide for floating prices that are tied to our variable supply costs plus a margin. To the extent possible, we match the pricing of our supply portfolio to our sales portfolio in order to lock in value and reduce our overall commodity price risk. However, to the extent that we carry propane inventories or our sales and supply arrangements are not aligned, we are exposed to market variables and commodity price risk. We manage the commodity price risk of our supply portfolio and sales portfolio with both physical and financial transactions. While the majority of our sales and purchases in this segment are index-based, occasionally, we may enter into fixed price sales agreements in the event that a retail propane distributor desires to purchase propane from us on a fixed price basis. In such cases, we may manage this risk with derivatives that allow us to swap our fixed price risk to market index prices that are matched to our market index supply costs. In addition, we may on occasion use financial derivatives to manage the value of our propane inventories. These transactions are not designated as hedging instruments for accounting purposes and any change in fair value is reflected in the current period within our consolidated statements of operations as a gain or loss on commodity derivative activity.

Our portfolio of commodity derivative activity is primarily accounted for using the mark-to-market method of accounting, whereby changes in fair value are recorded directly to the consolidated statements of operations; however, depending upon our risk profile and objectives, in certain limited cases, we may execute transactions that qualify for the hedge method of accounting.

Natural Gas Storage and Pipeline Asset Based Commodity Derivative Program — Our natural gas storage and pipeline assets are exposed to certain risks including changes in commodity prices. We manage commodity price risk related to our natural gas storage and pipeline assets through our commodity derivative program. The commercial activities related to our natural gas storage and pipeline assets primarily consist of the purchase and sale of gas and associated time spreads and basis spreads.

 

36


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

A time spread transaction is executed by establishing a long gas position at one point in time and establishing an equal short gas position at a different point in time. Time spread transactions allow us to lock in a margin supported by the injection, withdrawal, and storage capacity of our natural gas storage assets. We may execute basis spread transactions to mitigate the risk of sale and purchase price differentials across our system. A basis spread transaction allows us to lock in a margin on our physical purchases and sales of gas, including injections and withdrawals from storage. We typically use swaps to execute these transactions, which are not designated as hedging instruments and are recorded at fair value with changes in fair value recorded in the current period condensed consolidated statements of operations. While gas held in our storage locations is recorded at the lower of average cost or market, the derivative instruments that are used to manage our storage facilities are recorded at fair value and any changes in fair value are currently recorded in our condensed consolidated statements of operations. Even though we may have economically hedged our exposure and locked in a future margin, the use of lower-of-cost-or-market accounting for our physical inventory and the use of mark-to-market accounting for our derivative instruments may subject our earnings to market volatility.

Commodity Cash Flow Hedges — Effective July 1, 2007, we elected to discontinue using the hedge method of accounting for derivatives that manage our commodity price risk. Prior to July 1, 2007, we used commodity swaps to mitigate a portion of the risk of market fluctuations in the price of NGLs, natural gas and condensate. Given our election to discontinue using the hedge method of accounting, the remaining net losses deferred in accumulated other comprehensive income, or AOCI, relative to cash flow hedges were reclassified to sales of natural gas, propane, NGLs and condensate, through December 2011, as the underlying transactions impacted earnings.

On March 30, 2012, we acquired the remaining 66.67% interest in Southeast Texas, and commodity derivative instruments related to the Southeast Texas storage business. During 2011, Southeast Texas commenced an expansion project to build an additional storage cavern. Upon completion of the expansion project, Southeast Texas will be required to purchase a significant amount of base gas to bring the storage cavern to operation. To mitigate risk associated with this forecasted purchase of natural gas, Southeast Texas executed a series of derivative financial instruments, which have been designated as cash flow hedges. These cash flow hedges were in a loss position of $5.3 million as of December 31, 2011 and will fluctuate in value through the term of construction. Any effective changes in fair value of these derivative instruments will be deferred in AOCI until the underlying purchase of inventory occurs. While the cash paid or received upon settlement of these hedges will economically offset the cash required to purchase the base gas, following completion of the additional storage cavern, any deferred gain or loss at the time of the purchase will remain in AOCI until the cavern is emptied and the base gas is sold.

In order for storage facilities to remain operational, a minimum level of base gas must be maintained in each storage cavern, which is capitalized on our consolidated balance sheets as a component of property, plant and equipment, net. To mitigate the risk associated with the forecasted re-purchase of base gas, in 2008 we executed a series of derivative financial instruments, which were designated as cash flow hedges. The cash paid upon settlement of these hedges economically offsets the cash paid to purchase the base gas. As a result, a deferred loss of $2.7 million was recognized and will remain in AOCI until such time that our cavern is emptied and the base gas is sold.

Interest Rate Risk

We mitigate a portion of our interest rate risk with interest rate swaps and forward-starting interest rate swaps that reduce our exposure to market rate fluctuations by converting variable interest rates on our existing debt to fixed interest rates and locking in rates on our anticipated future fixed-rate debt, respectively. The interest rate swap agreements convert the interest rate associated with the indebtedness outstanding under our revolving credit facility to a fixed-rate obligation, thereby reducing the exposure to market rate fluctuations. The forward-starting interest rate swap agreements lock in the interest rate associated with our anticipated future fixed-rate debt, thereby reducing the exposure to market rate fluctuations prior to issuance.

At December 31, 2011, we had interest rate swap agreements totaling $450.0 million, of which we have designated $425.0 million as cash flow hedges and account for the remaining $25.0 million under the mark-to-market method of accounting. As we generally expect to have variable-rate debt levels equal to or exceeding our swap positions during their term, the entire $450.0 million of these arrangements mitigate our interest rate risk through June 2012, with $150.0 million extending from June 2012 through June 2014. Based on our current operations we believe our interest rate swap agreements mitigate our interest rate risk associated with our variable-rate debt.

At December 31, 2011, we had forward-starting interest rate swap agreements totaling $195.0 million, which we have designated as cash flow hedges. As we anticipate entering into future fixed-rate debt at levels equal to or exceeding our forward-

 

37


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

starting swap positions during their term, the entire $195.0 million of these arrangements mitigate a portion of our interest rate risk through the term of our anticipated debt into 2022. Based on our current operations we believe our forward-starting interest rate swap agreements mitigate a portion of our interest rate risk associated with our anticipated future fixed-rate debt.

Effectiveness of our interest rate swap agreements designated as cash flow hedges is determined by matching the principal balance and terms with that of the specified obligation. The effective portions of changes in fair value are recognized in AOCI in the consolidated balance sheets and are reclassified into earnings as the hedged transactions impact earnings. The effect that these swaps have on our consolidated financial statements, as well as the effect that is expected over the upcoming 12 months is summarized in the charts below. However, due to the volatility of the interest rate markets, the corresponding value in AOCI is subject to change prior to its reclassification into earnings. Ineffective portions of changes in fair value are recognized in earnings.

At December 31, 2011, $275.0 million of the interest rate swap agreements reprice prospectively approximately every 90 days and the remaining $175.0 million of the agreements reprice prospectively approximately every 30 days. Under the terms of the interest rate swap agreements, we pay fixed-rates ranging from 2.94% to 5.19%, and receive interest payments based on the three-month and one-month LIBOR. Under the terms of the forward-starting interest rate swap agreements, we will pay fixed-rates ranging from 2.15% to 2.598%, and receive interest payments approximating 10-year U.S. Treasury rates. The differences to be paid or received under the interest rate swap agreements are recognized as an adjustment to interest expense.

Contingent Credit Features

Each of the above risks is managed through the execution of individual contracts with a variety of counterparties. Certain of our derivative contracts may contain credit-risk related contingent provisions that may require us to take certain actions in certain circumstances.

We have International Swap Dealers Association, or ISDA, contracts which are standardized master legal arrangements that establish key terms and conditions which govern certain derivative transactions. These ISDA contracts contain standard credit-risk related contingent provisions. Some of the provisions we are subject to are outlined below.

 

   

If we were to have an effective event of default under our Credit Agreement that occurs and is continuing, our ISDA counterparties may have the right to request early termination and net settlement of any outstanding derivative liability positions.

 

   

In the event that we or DCP Midstream, LLC were to be downgraded below investment grade by at least one of the major credit rating agencies, certain of our ISDA counterparties have the right to reduce our collateral threshold to zero, potentially requiring us to fully collateralize any commodity contracts in a net liability position.

 

   

Additionally, in some cases, our ISDA contracts contain cross-default provisions that could constitute a credit-risk related contingent feature. These provisions apply if we default in making timely payments under those agreements and the amount of the default is above certain predefined thresholds, which are significantly high and are generally consistent with the terms of our Credit Agreement. As of December 31, 2011, we are not a party to any agreements that would be subject to these provisions other than our credit agreement.

Our commodity derivative contracts that are not governed by ISDA contracts do not have any credit-risk related contingent features.

Depending upon the movement of commodity prices and interest rates, each of our individual contracts with counterparties to our commodity derivative instruments or to our interest rate swap instruments are in either a net asset or net liability position. As of December 31, 2011, we had $52.9 million of individual commodity derivative contracts that contain credit-risk related contingent features that were in a net liability position, and have not posted any cash collateral relative to such positions. If a credit-risk related event were to occur and we were required to net settle our position with an individual counterparty, our ISDA contracts permit us to net all outstanding contracts with that counterparty, whether in a net asset or net liability position, as well as any cash collateral already posted. As of December 31, 2011 if a credit-risk related event were to occur we may be required to post additional collateral. Additionally, although our commodity derivative contracts that contain credit-risk related contingent features were in a net liability position as of December 31, 2011, if a credit-risk related event were to occur, the net liability position would be partially offset by contracts in a net asset position reducing our net liability to $46.0 million.

 

38


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

As of December 31, 2011, we had $21.1 million of individual interest rate swap instruments that were in a net liability position and were subject to credit-risk related contingent features. If we were to have a default of any of our covenants to our Credit Agreement, that occurs and is continuing, the counterparties to our swap instruments have the right to request that we net settle the instrument in the form of cash.

Collateral

As of December 31, 2011, we had a contingent letter of credit facility for up to $10.0 million, on which we have no letters of credit issued. DCP Midstream, LLC had issued and outstanding parental guarantees totaling $70.0 million in favor of certain counterparties to our commodity derivative instruments. This contingent letter of credit facility and parental guarantees reduce the amount of cash we may be required to post as collateral. As of December 31, 2011, we had no cash collateral posted with counterparties to our commodity derivative instruments.

Summarized Derivative Information

The following summarizes the balance within AOCI relative to our commodity and interest rate cash flow hedges:

 

    December 31,
2011
    December 31,
2010
 
    (Millions)  

Commodity cash flow hedges:

   

Net deferred losses in AOCI

  $ (1.8   $ (0.3

Interest rate cash flow hedges:

   

Net deferred losses in AOCI

    (19.4   $ (27.4
 

 

 

   

 

 

 

Total AOCI

  $ (21.2   $ (27.7
 

 

 

   

 

 

 

The fair value of our derivative instruments that are designated as hedging instruments, those that are marked to market each period, as well as the location of each within our consolidated balance sheets, by major category, is summarized as follows:

 

Balance Sheet Line Item  

December 31,

2011

    December 31,
2010
    Balance Sheet Line Item  

December 31,

2011

    December 31,
2010
 
    (Millions)         (Millions)  

Derivative Assets Designated as Hedging Instruments:

  

  Derivative Liabilities Designated as Hedging Instruments:   

Commodity derivatives:

     

Commodity derivatives:

   

Unrealized gains on derivative instruments – current

  $ —        $ —       

Unrealized losses on derivative instruments – current

  $ —        $ —     

Unrealized gains on derivative instruments – long-term

    —          —       

Unrealized losses on derivative instruments – long-term

    (2.6     —     
 

 

 

   

 

 

     

 

 

   

 

 

 
  $ —        $ —          $ (2.6   $ —     
 

 

 

   

 

 

     

 

 

   

 

 

 

Interest rate derivatives:

     

Interest rate derivatives:

   

Unrealized gains on derivative instruments – current

  $ —        $ —       

Unrealized losses on derivative instruments – current

  $ (15.7   $ (12.2

Unrealized gains on derivative instruments – long-term

    —          —       

Unrealized losses on derivative instruments – long-term

    (5.0     (5.4
 

 

 

   

 

 

     

 

 

   

 

 

 
  $ —        $ —          $ (20.7   $ (17.6
 

 

 

   

 

 

     

 

 

   

 

 

 

Derivative Assets Not Designated as Hedging Instruments:

  

  Derivative Liabilities Not Designated as Hedging Instruments:   

Commodity derivatives:

     

Commodity derivatives:

   

Unrealized gains on derivative instruments – current

  $ 41.2      $ 14.5     

Unrealized losses on derivative instruments – current

  $ (43.8   $ (39.6

Unrealized gains on derivative instruments – long-term

    6.4        1.9     

Unrealized losses on derivative instruments – long-term

    (25.2     (40.6
 

 

 

   

 

 

     

 

 

   

 

 

 
  $ 47.6      $ 16.4        $ (69.0   $ (80.2
 

 

 

   

 

 

     

 

 

   

 

 

 

Interest rate derivatives:

     

Interest rate derivatives:

   

Unrealized gains on derivative instruments – current

  $ —        $ —       

Unrealized losses on derivative instruments – current

  $ (0.4   $ (4.8

Unrealized gains on derivative instruments – long-term

    —          —       

Unrealized losses on derivative instruments – long-term

    —          (4.5
 

 

 

   

 

 

     

 

 

   

 

 

 
  $ —        $ —          $ (0.4   $ (9.3
 

 

 

   

 

 

     

 

 

   

 

 

 

 

39


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

The following table summarizes the impact on our consolidated balance sheet and consolidated statements of operations of our derivative instruments that are accounted for using the cash flow hedge method of accounting.

 

     Gain (Loss)
Recognized in
AOCI on
Derivatives —
Effective Portion
    Gain (Loss)
Reclassified From
AOCI to Earnings
— Effective Portion
    Gain (Loss)
Recognized in Income
on Derivatives —
Ineffective Portion
and Amount
Excluded From
Effectiveness Testing
   

Deferred
Losses in
AOCI
Expected to be
Reclassified
into Earnings

Over the Next

 
        
     2011     2010     2011     2010     2011     2010     12 Months  
     (Millions)     (Millions)     (Millions)     (Millions)  

Interest rate derivatives

   $ (12.4   $ (18.7   $ (20.4   $ (22.4 )(a)    $ (0.2   $ —   (a)(c)    $ (12.1

Commodity derivatives

   $ (0.9   $ —        $ (0.3   $ (0.5 )(b)    $ —        $ —   (b)(c)    $ —     

 

(a) Included in interest expense in our consolidated statements of operations.
(b) Included in sales of natural gas, propane, NGLs and condensate in our consolidated statements of operations.
(c) For the years ended December 31, 2011 and 2010, no derivative gains or losses were reclassified from AOCI to current period earnings as a result of the discontinuance of cash flow hedges related to certain forecasted transactions that are not probable of occurring.

Changes in value of derivative instruments, for which the hedge method of accounting has not been elected from one period to the next, are recorded in the consolidated statements of operations. The following summarizes these amounts and the location within the consolidated statements of operations that such amounts are reflected:

 

     Year Ended December 31,  
Commodity Derivatives: Statements of Operations Line Item    2011     2010     2009  
   (Millions)  

Third party:

      

Realized

   $ (36.4   $ 15.9      $ 26.3   

Unrealized

     43.2        (10.6     (79.7
  

 

 

   

 

 

   

 

 

 

Gains (losses) from commodity derivative activity, net

   $ 6.8      $ 5.3      $ (53.4
  

 

 

   

 

 

   

 

 

 

Affiliates:

      

Realized

   $ 1.7      $ (1.2   $ —     

Unrealized

     (0.8     (1.1     (2.9
  

 

 

   

 

 

   

 

 

 

Gains (losses) from commodity derivative activity, net — affiliates

   $ 0.9      $ (2.3   $ (2.9
  

 

 

   

 

 

   

 

 

 
     Year Ended December 31,  
Interest Rate Derivatives: Statements of Operations Line Item    2011     2010     2009  
   (Millions)  

Third party:

      

Realized

   $ (4.6   $ (1.5   $ —     

Unrealized

     5.2        3.1        —     
  

 

 

   

 

 

   

 

 

 

Interest expense

   $ 0.6      $ 1.6      $ —     
  

 

 

   

 

 

   

 

 

 

We do not have any derivative financial instruments that qualify as a hedge of a net investment.

 

40


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

The following tables represent, by commodity type, our net long or short positions that are expected to partially or entirely settle in each respective year. To the extent that we have long dated derivative positions that span multiple calendar years, the contract will appear in more than one line item in the tables below.

 

     December 31, 2011  
     Crude Oil     Natural Gas     Natural Gas
Liquids
    Natural Gas
Basis Swaps
 

Year of Expiration

   Net
(Short)
Position
(Bbls)
    Net Long
(Short)
Position
(MMBtu)
    Net
(Short)
Position
(Bbls)
    Net
Long
Position
(MMBtu)
 

2012

     (695,792     (17,766,000     (478,236     14,357,500   

2013

     (941,323     1,635,000        —          3,600,000   

2014

     (547,500     (365,000     —          —     

2015

     (365,000     —          —          —     

2016

     (183,000     —          —          —     
     December 31, 2010  
     Crude Oil     Natural Gas     Natural Gas
Liquids
    Natural Gas
Basis Swaps
 

Year of Expiration

   Net
(Short)
Position
(Bbls)
    Net
(Short)
Position
(MMBtu)
    Net
(Short)
Position
(Bbls)
    Net
Long
Position
(MMBtu)
 

2011

     (998,554     (7,960,000     (73,190     6,025,000   

2012

     (839,358     (366,000     —          8,220,000   

2013

     (748,250     (365,000     —          —     

2014

     (547,500     (365,000     —          —     

2015

     (182,500     —          —          —     

We periodically enter into interest rate swap agreements to mitigate a portion of our floating rate interest exposure. As of December 31, 2011, we have swaps with notional values between $25.0 million and $80.0 million, which, in aggregate, exchange $450.0 million of our floating rate obligation to a fixed-rate obligation through June 2012, with $150.0 million extending from June 2012 through June 2014.

 

13. Partnership Equity and Distributions

General — Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our Available Cash, as defined below, to unitholders of record on the applicable record date, as determined by our general partner.

On August 17, 2011, we entered into an equity distribution agreement with Citigroup Global Markets Inc., or Citi. The agreement provides for the offer and sale from time to time through Citi, our sales agent, common units having an aggregate offering amount of up to $150.0 million. During the year ended December 31, 2011, we issued 761,285 of our common units pursuant to this equity distribution agreement. We received proceeds of $30.2 million from the issuance of these common units, net of commissions and offering costs of $1.2 million, which were used to finance growth opportunities.

In March 2011, we issued 3,596,636 common limited partner units at $40.55 per unit. We received proceeds of $139.7 million, net of offering costs.

In February 2011, we issued 8,399 common limited partner units, from our LTIP to employees as compensation for their service during 2010, 2009 and 2008.

In November 2010, we issued 2,875,000 common limited partner units at $34.96 per unit. We received proceeds of $96.2 million, net of offering costs.

 

41


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

In August 2010, we issued 2,990,000 common limited partner units at $32.57 per unit. We received proceeds of $93.1 million, net of offering costs.

On May 26, 2010, we filed a universal shelf registration statement on Form S-3 with the SEC with a maximum aggregate offering amount of $1.5 billion, to replace an existing shelf registration statement. The universal shelf registration statement will allow us to issue additional partnership units and debt securities.

In November 2009, we issued 2,500,000 common limited partner units at $25.40 per unit, and in December 2009 we issued an additional 375,000 common limited partner units to the underwriters upon exercise of their overallotment option. We received proceeds of $69.5 million, net of offering costs.

In April 2009, we issued 3,500,000 Class D units valued at $49.7 million. The Class D units were issued to DCP Midstream, LLC in consideration for an additional 25.1% interest in East Texas and a fixed price natural gas liquids derivative by NGL component for the period April 2009 to March 2010. The Class D units converted into our common units on a one-for-one basis on August 17, 2009.

Definition of Available Cash — Available Cash, for any quarter, consists of all cash and cash equivalents on hand at the end of that quarter:

 

   

less the amount of cash reserves established by the general partner to:

 

   

provide for the proper conduct of our business;

 

   

comply with applicable law, any of our debt instruments or other agreements; and

 

   

provide funds for distributions to the unitholders and to our general partner for any one or more of the next four quarters;

 

   

plus, if our general partner so determines, all or a portion of cash and cash equivalents on hand on the date of determination of Available Cash for the quarter.

General Partner Interest and Incentive Distribution Rights The general partner is entitled to a percentage of all quarterly distributions equal to its general partner interest of approximately 1% and limited partner interest of 1% as of December 31, 2011. The general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its current general partner interest.

The incentive distribution rights held by the general partner entitle it to receive an increasing share of Available Cash when pre-defined distribution targets are achieved. Currently, our distribution to our general partner related to its incentive distribution rights is at the highest level. The general partner’s incentive distribution rights were not reduced as a result of our common limited partner unit issuances, and will not be reduced if we issue additional units in the future and the general partner does not contribute a proportionate amount of capital to us to maintain its current general partner interest. Please read the Distributions of Available Cash after the Subordination Period sections below for more details about the distribution targets and their impact on the general partner’s incentive distribution rights.

Class D Units — All of the Class D units were held by DCP Midstream, LLC and converted into our common units on a one for one basis on August 17, 2009. The holders of the Class D units received the second quarter distribution paid on August 14, 2009.

Subordinated Units — All of our subordinated units were held by DCP Midstream, LLC and were converted to common limited partner units by February 2009. The subordination period had an early termination provision that permitted 50% of the subordinated units, or 3,571,428 units, to convert into common units on a one-to-one basis in February 2008 and permitted the other 50% of the subordinated units, or 3,571,429 units, to convert into common units on a one-to-one basis in February 2009, following the satisfactory completion of the tests for ending the subordination period contained in our partnership agreement. The board of directors of the General Partner certified that all conditions for early conversion were satisfied.

 

42


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Our partnership agreement provides that, during the subordination period, the common units had the right to receive distributions of Available Cash each quarter in an amount equal to $0.35 per common unit, or the Minimum Quarterly Distribution, plus any arrearages in the payment of the Minimum Quarterly Distribution on the common units from prior quarters, before any distributions of Available Cash may be made on the subordinated units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the subordinated units were not entitled to receive any distributions until the common units received the Minimum Quarterly Distribution plus any arrearages from prior quarters. Furthermore, no arrearages could be paid on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be Available Cash to be distributed on the common units.

Distributions of Available Cash after the Subordination Period — Our partnership agreement, after adjustment for the general partner’s relative ownership level, requires that we make distributions of Available Cash from operating surplus for any quarter after the subordination period, which ended in February 2009, in the following manner:

 

   

first, to all unitholders and the general partner, in accordance with their pro rata interest, until each unitholder receives a total of $0.4025 per unit for that quarter;

 

   

second, 13% to the general partner, plus the general partner’s pro rata interest, and the remainder to all unitholders pro rata until each unitholder receives a total of $0.4375 per unit for that quarter;

 

   

third, 23% to the general partner, plus the general partner’s pro rata interest, and the remainder to all unitholders pro rata until each unitholder receives a total of $0.525 per unit for that quarter; and

 

   

thereafter, 48% to the general partner, plus the general partner’s pro rata interest, and the remainder to all unitholders.

The following table presents our cash distributions paid in 2011, 2010 and 2009:

 

Payment Date

   Per Unit
Distribution
     Total Cash
Distribution
 
          (Millions)  

November 14, 2011

   $ 0.6400       $ 34.9   

August 12, 2011

   $ 0.6325       $ 34.0   

May 13, 2011

   $ 0.6250       $ 33.4   

February 14, 2011

   $ 0.6175       $ 30.0   

November 12, 2010

   $ 0.6100       $ 27.4   

August 13, 2010

   $ 0.6100       $ 25.3   

May 14, 2010

   $ 0.6000       $ 24.6   

February 12, 2010

   $ 0.6000       $ 24.6   

November 13, 2009

   $ 0.6000       $ 22.6   

August 14, 2009

   $ 0.6000       $ 22.6   

May 15, 2009

   $ 0.6000       $ 20.1   

February 13, 2009

   $ 0.6000       $ 20.1   

 

14. Equity-Based Compensation

Total compensation cost for equity-based arrangements was as follows:

 

     Year Ended December 31,  
     2011      2010      2009  
     (Millions)  

Performance Units

   $ 4.2       $ 1.2       $ 1.2   

Phantom Units

     0.2         0.2         0.4   

Restricted Phantom Units

     2.2         1.4         0.6   
  

 

 

    

 

 

    

 

 

 

Total compensation cost

   $ 6.6       $ 2.8       $ 2.2   
  

 

 

    

 

 

    

 

 

 

 

43


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

On November 28, 2005, the board of directors of our General Partner adopted a long-term incentive plan, or LTIP, for employees, consultants and directors of our General Partner and its affiliates who perform services for us. The LTIP provides for the grant of limited partner units, or LPUs, phantom units, unit options and substitute awards, and, with respect to unit options and phantom units, the grant of dividend equivalent rights, or DERs. Subject to adjustment for certain events, an aggregate of 850,000 LPUs may be delivered pursuant to awards under the LTIP. Awards that are canceled or forfeited, or are withheld to satisfy the General Partner’s tax withholding obligations, are available for delivery pursuant to other awards. The LTIP is administered by the compensation committee of the General Partner’s board of directors. All awards are subject to cliff vesting, with the exception of the Phantom Units issued to directors in conjunction with our initial public offering, which are subject to graded vesting provisions.

Prior to February 18, 2011, substantially all equity-based awards were accounted for as liability awards. Effective February 18, 2011, the Modification Date, we have the intent and ability to settle certain awards within our control in units and therefore modified the accounting for these awards. We now classify them as equity awards based on their re-measured fair value. The fair value was determined based on the closing price of our common units on the Modification Date. Such modification resulted in a reclassification of $1.9 million from share-based compensation liability to additional paid-in capital on the Modification Date. Compensation expense on unvested equity awards as of the Modification Date will be recognized ratably over each remaining vesting period.

We will continue to account for other awards, which are subject to settlement in cash, as liability awards. Compensation expense on these awards is recognized ratably over each vesting period, and will be re-measured each reporting period for all awards outstanding until the units are vested. The fair value of all liability awards is determined based on the closing price of our common units at each measurement date.

The reclassification of the affected awards does not impact our accounting for dividend equivalent rights as these instruments will continue to be settled in cash and therefore retain their share-based compensation liability classification.

Performance Units — We have awarded phantom LPUs, or Performance Units, pursuant to the LTIP to certain employees. Performance Units generally vest in their entirety at the end of a three year performance period. The number of Performance Units that will ultimately vest range, in value from 0% to 200% of the outstanding Performance Units, depending on the achievement of specified performance targets over three year performance periods. The final performance payout is determined by the compensation committee of the board of directors of our General Partner. The DERs are paid in cash at the end of the performance period. Of the remaining Performance Units outstanding at December 31, 2011, 11,641 units are expected to vest on December 31, 2012 and 7,406 units are expected to vest on December 31, 2013.

At December 31, 2011, there was approximately $0.4 million of unrecognized compensation expense related to the Performance Units that is expected to be recognized over a weighted-average period of 2 years. The following table presents information related to the Performance Units:

 

     Units     Grant Date
Weighted-
Average Price
per Unit
     Measurement
Date Price
per Unit
 

Outstanding at January 1, 2009

     52,020      $ 34.23      

Granted

     52,450      $ 10.05      

Vested

     (37,330   $ 34.51      
  

 

 

      

Outstanding at December 31, 2009

     67,140      $ 15.18      

Granted

     16,630      $ 31.80      

Vested

     (14,215   $ 33.44      

Forfeited

     (2,205   $ 15.61      
  

 

 

      

Outstanding at December 31, 2010

     67,350      $ 15.42      

Granted

     10,580      $ 41.80      

Vested (a)

     (50,720   $ 10.05      

Forfeited

     —        $ —        
  

 

 

      

Outstanding at December 31, 2011

     27,210      $ 35.69       $ 47.47   
  

 

 

      

Expected to vest (b)

     19,047      $ 35.69       $ 47.47   

 

(a) The units vested at 199%.
(b) Based on our December 31, 2011 estimated achievement of specified performance targets, the performance estimate for units granted in 2011 is 100%, and for units granted in 2010 is 100%. The estimated forfeiture rate for units granted in 2011 is 30% and for units granted in 2010 is 30%.

 

44


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

The estimate of Performance Units that are expected to vest is based on highly subjective assumptions that could potentially change over time, including the expected forfeiture rate and achievement of performance targets. Therefore, the amount of unrecognized compensation expense noted above does not necessarily represent the value that will ultimately be realized in our consolidated statements of operations.

The following table presents the fair value of units vested and the unit-based liabilities paid for unit based awards related to Performance Units, including the related DERs:

 

     Year Ended December 31,  
     2011      2010 (a)      2009  
     (Millions)  

Fair value of units vested

   $ 5.3       $ —         $ 1.1   

Unit-based liabilities paid

   $ —         $ 0.8       $ 0.3   

 

(a) The liabilities paid in 2010 relate to 22,860 units and DERs that vested in 2009. The remaining units that vested in 2009 were paid in 2009.

Phantom Units — In conjunction with our initial public offering, in January 2006 our General Partner’s board of directors awarded phantom LPUs, or Phantom Units, to key employees, and to directors who are not officers or employees of affiliates of the General Partner.

In 2011, we granted 4,000 Phantom Units, pursuant to the LTIP, to directors who are not officers or employees of affiliates of the General Partner as part of their annual director fees for 2011. All of these units vested in 2011and were settled in units.

In 2010, we granted 5,200 Phantom Units, pursuant to the LTIP, to directors who are not officers or employees of affiliates of the General Partner as part of their annual director fees for 2010. All of these units vested in 2010 and were settled in units.

In 2009, we granted 16,000 Phantom Units, pursuant to the LTIP, to directors who are not officers or employees of affiliates of the General Partner as part of their annual director fees for 2009. All of these units vested during 2009 and were settled in cash.

The DERs are paid in cash quarterly in arrears.

The following table presents information related to the Phantom Units:

 

     Units     Grant Date
Weighted-
Average Price
per Unit
     Measurement
Date Price
per Unit
 

Outstanding at January 1, 2009

     13,698      $ 24.05      

Granted

     16,000      $ 10.05      

Vested

     (29,698   $ 16.51      
  

 

 

      

Outstanding at December 31, 2009

     —        $ —        

Granted

     5,200      $ 24.05      

Vested

     (5,200   $ 31.80      
  

 

 

      

Outstanding at December 31, 2010

     —        $ —        

Granted

     4,000      $ 41.80      

Vested

     (4,000   $ 41.80      
  

 

 

      

Outstanding at December 31, 2011

     —        $ —         $ —     
  

 

 

      

 

45


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

The following table presents the fair value of units vested and the unit-based liabilities paid for unit based awards related to Phantom Units:

 

     Year Ended December 31,  
     2011(a)      2010      2009  
     (Millions)  

Fair value of units vested

   $ 0.2       $ 0.2       $ 0.5   

Unit-based liabilities paid

   $ —         $ —         $ 0.5   

 

(a) We issued 4,000 units in September 2011 related to these Phantom Units.

Restricted Phantom Units — Our General Partner’s board of directors awarded restricted phantom LPUs, or RPUs, to key employees under the LTIP. Of the remaining RPUs outstanding at December 31, 2011, 6,125 units are expected to vest on December 31, 2012 and 8,215 units are expected to vest on December 31, 2013. The DERs are paid in cash quarterly in arrears.

At December 31, 2011, there was approximately $0.2 million of unrecognized compensation expense related to the RPUs that is expected to be recognized over a weighted-average period of 1 year. The following table presents information related to the RPUs:

 

     Units     Grant Date
Weighted-
Average Price
per Unit
     Measurement
Date Price
per Unit
 

Outstanding at January 1, 2009

     14,690      $ 33.52      

Granted

     52,450      $ 10.05      
  

 

 

      

Outstanding at December 31, 2009

     67,140      $ 15.18      

Granted

     16,630      $ 31.80      

Vested

     (14,215   $ 33.44      

Forfeited

     (2,205   $ 15.61      
  

 

 

      

Outstanding at December 31, 2010

     67,350      $ 15.42      

Granted

     10,580      $ 41.80      

Vested

     (58,600   $ 12.97      

Forfeited

     —        $ —        
  

 

 

      

Outstanding at December 31, 2011

     19,330      $ 37.27       $ 47.47   
  

 

 

      

Expected to vest

     14,340      $ 37.53       $ 47.47   

The following table presents the fair value of units vested and the unit-based liabilities paid for unit based awards related to Restricted Phantom Units:

 

    Year Ended December 31,  
    2011 (a)     2010  
    (Millions)  

Fair value of units vested

  $ 2.5      $ 0.5   

Unit-based liabilities paid

  $ 0.6      $ —     

 

(a) $0.6 million of the liabilities paid in 2011 relate to the 14,215 units and DERs that vested in 2010.

The estimate of RPUs that are expected to vest is based on highly subjective assumptions that could potentially change over time, including the expected forfeiture rate, which was estimated at 22% for units granted in 2011, 30% for units granted in 2010 and 21% for units granted in 2009. Therefore, the amount of unrecognized compensation expense noted above does not necessarily represent the value that will ultimately be realized in our consolidated statements of operations.

 

46


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

15. Income Taxes

We are structured as a master limited partnership, which is a pass-through entity for federal income tax purposes. Accordingly, we had no federal deferred tax balance as of December 31, 2011 and no federal income tax expense for the year ended December 31, 2010. On December 30, 2010, we acquired all of the interests in Marysville Hydrocarbons Holdings, LLC, an entity that owned a taxable C-Corporation consolidated return group. We estimated $35.0 million of deferred tax liabilities resulting from built-in tax gains recognized in the transaction and recorded this in our preliminary purchase price allocation as of December 31, 2010.

On January 4, 2011, we merged two wholly-owned subsidiaries of Marysville Hydrocarbons Holding, LLC and converted the combined entity’s organizational structure from a corporation to a limited liability company. This conversion to a limited liability company triggered the deferred tax liabilities resulting from built-in tax gains to become currently payable. Accordingly, the estimated $35.0 million of deferred tax liabilities at December 31, 2010 became currently payable on January 4, 2011. During 2011, we made federal and state tax payments of $29.3 million and $0.3 million, respectively, related to our estimated $35.0 million tax liability that resulted from our acquisition of Marysville. The remaining $5.4 million estimated tax payable has been reclassified to goodwill in our final accounting for the Marysville business combination.

The State of Texas imposes a margin tax that is assessed at 1% of taxable margin apportioned to Texas. During 2010 and 2009, we acquired properties in Michigan. Michigan imposes a business tax of 0.8% on gross receipts, and 4.95% of Michigan taxable income. The sum of the gross receipts and income tax is subject to a tax surcharge of 21.99%. Michigan provides tax credits that may reduce our final tax liability.

Income tax expense consists of the following:

 

     Year Ended December 31,  
     2011     2010     2009  
     (Millions)  

Current:

      

Federal income tax expense

   $ (29.3   $ —        $ —     

State income tax expense

     (1.3     (1.1     (1.0

Deferred:

      

Federal income tax benefit (expense)

     29.3        —          —     

State income tax benefit (expense)

     0.8        (0.4     —     
  

 

 

   

 

 

   

 

 

 

Total income tax expense

   $ (0.5   $ (1.5   $ (1.0
  

 

 

   

 

 

   

 

 

 

We had net long-term deferred tax liabilities of $3.4 million and $4.1 million as of December 31, 2011 and 2010, respectively, included in other long-term liabilities on the consolidated balance sheets. These state deferred tax liabilities relate to our East Texas operations, and are primarily associated with depreciation related to property plant and equipment.

Our effective tax rate differs from statutory rates, primarily due to being structured as a limited partnership, which is a pass-through entity for United States income tax purposes, while being treated as a taxable entity in certain states.

 

16. Net Income or Loss per Limited Partner Unit

Our net income or loss is allocated to the general partner and the limited partners, including the holders of the subordinated units, through the date of subordinated conversion, in accordance with their respective ownership percentages, after allocating Available Cash generated during the period in accordance with our partnership agreement.

Securities that meet the definition of a participating security are required to be considered for inclusion in the computation of basic earnings per unit using the two-class method. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period.

These required disclosures do not impact our overall net income or loss or other financial results; however, in periods in which aggregate net income exceeds our Available Cash it will have the impact of reducing net income per LPU.

 

47


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Basic and diluted net income or loss per LPU is calculated by dividing limited partners’ interest in net income or loss, by the weighted-average number of outstanding LPUs during the period. Diluted net income per limited partner unit is computed based on the weighted average number of units plus the effect of dilutive potential units outstanding during the period using the two-class method. Dilutive potential units include outstanding performance units, phantom units and restricted units. The dilutive effect of unit-based awards was 64,286 equivalent units during the year ended December 31, 2011. There were no dilutive unit-based awards during the year ended December 31, 2010.

 

17. Commitments and Contingent Liabilities

Litigation

Prospect — During the fourth quarter of 2011, we received a claim for arbitration (the “Claim”) filed with the American Arbitration Association by Prospect Street Energy, LLC and Prospect Street Ventures I, LLC (together, the “Claimants”) against EE Group, LLC (“EE Group”) and a number of other parties that previously owned, directly or indirectly, our Marysville NGL storage facility (collectively, the “Respondents”). EE Group is our indirect subsidiary which we acquired in connection with our acquisition of Marysville Hydrocarbons Holdings, LLC (“MHH”) on December 30, 2010 (the “Acquisition”). The Claim involves actions taken and time periods prior to our ownership of EE Group and MHH, and includes several causes of action including claims of civil conspiracy, breach of fiduciary duty and fraud. We acquired a 90% interest in MHH from Dart Energy Corporation (“Dart”), a 5% interest in MHH from Prospect Street Energy, LLC and a 100% interest in EE Group, which owned the remaining 5% interest in MHH. The Claim seeks, from the Respondents collectively, alleged actual, punitive and treble damages and disgorgement of profits, as well as fees and costs. The purchase agreements for the Acquisition contain indemnification and other provisions that may provide some protection to us for any breach of the representations, warranties and covenants made by the sellers in the Acquisition. At this point, we cannot predict whether we will have any liability for the Claim. This proceeding is subject to the uncertainties inherent in any litigation, and the ultimate outcome of this matter may not be known for an extended period of time. We intend to vigorously defend this matter.

Other — We are not a party to any other significant legal proceedings, but are a party to various administrative and regulatory proceedings and commercial disputes that have arisen in the ordinary course of our business. Management currently believes that the ultimate resolution of the foregoing matters, taken as a whole, and after consideration of amounts accrued, insurance coverage or other indemnification arrangements, will not have a material adverse effect on our consolidated results of operations, financial position, or cash flows.

Insurance — We renewed our insurance policies in May, June and July 2011 for the 2011-2012 insurance year. We contract with third party and affiliate insurers for: (1) automobile liability insurance for all owned, non-owned and hired vehicles; (2) general liability insurance; (3) excess liability insurance above the established primary limits for general liability and automobile liability insurance; and (4) property insurance, which covers replacement value of real and personal property and includes business interruption/extra expense. These renewals have not resulted in any material change to the premiums we are contracted to pay in the 2011-2012 insurance year compared with the 2010-2011 insurance year. We are jointly insured with DCP Midstream, LLC for directors and officers insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies that are of similar size to us and with similar types of operations.

Our insurance on Discovery for the 2011-2012 insurance year includes general and excess liability, onshore property damage, including named windstorm and business interruption, and offshore non-wind property and business interruption insurance. The availability of offshore named windstorm property and business interruption insurance has been significantly reduced over the past few years as a result of higher industry-wide damage claims. Additionally, the named windstorm property and business interruption insurance that is available comes at uneconomic premium levels, higher deductibles and lower coverage limits. As such, Discovery has elected to not purchase offshore named windstorm property and business interruption insurance coverage for the 2011-2012 insurance year.

 

48


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Environmental — The operation of pipelines, plants and other facilities for gathering, transporting, processing, treating, or storing natural gas, NGLs and other products is subject to stringent and complex laws and regulations pertaining to health, safety and the environment. As an owner or operator of these facilities, we must comply with United States laws and regulations at the federal, state and local levels that relate to air and water quality, hazardous and solid waste management and disposal, and other environmental matters. The cost of planning, designing, constructing and operating pipelines, plants, and other facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of injunctions or restrictions on operation. Management believes that, based on currently known information, compliance with these laws and regulations will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

During the first quarter of 2011, we discovered excess emissions at our East Texas gas plant. We met with the Texas Commission on Environmental Quality, or TCEQ, in April 2011 to discuss this matter and included these issues in Title V reports we submitted to the State. In August 2011, the TCEQ conducted a standard inspection at the East Texas gas plant to evaluate compliance with applicable air quality requirements. On August 31, 2011, the TCEQ issued us a Notice of Violation and a Notice of Enforcement citing a number of alleged violations of terms and requirements of the facility air permit. We responded to the Notice of Violation on September 28, 2011, including the implemented measures to ensure the facility is in compliance with the relevant air permit terms and conditions. We responded to the Notice of Enforcement on October 14, 2011, including a description of the measures that have been implemented, and will be implemented at the facility to ensure compliance with the relevant air permit terms and conditions. In December we received a proposed penalty assessment for this matter and we believe that we will likely receive a penalty of up to $0.7 million for this matter. We do not believe the ultimate resolution of this matter will have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Indemnification — DCP Midstream, LLC has indemnified us for certain potential environmental claims, losses and expenses associated with the operation of the assets of certain of our predecessors.

Other Commitments and Contingencies — We utilize assets under operating leases in several areas of operation. Consolidated rental expense, including leases with no continuing commitment, totaled $13.1 million, $12.8 million and $12.1 million for the years ended December 31, 2011, 2010 and 2009, respectively. Rental expense for leases with escalation clauses is recognized on a straight line basis over the initial lease term.

Minimum rental payments under our various operating leases in the year indicated are as follows at December 31, 2011:

 

     (Millions)  

2012

   $ 12.5   

2013

     9.3   

2014

     4.3   

2015

     2.2   

2016

     1.1   

Thereafter

     1.0   
  

 

 

 

Total minimum rental payments

   $ 30.4   
  

 

 

 

 

49


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

18. Business Segments

Our operations are located in the United States and are organized into three reporting segments: (1) Natural Gas Services; (2) NGL Logistics; and (3) Wholesale Propane Logistics.

Natural Gas Services — Our Natural Gas Services segment provides services that include gathering, compressing, treating, processing, transporting and storing natural gas. The segment consists of our Northern Louisiana system, our Southern Oklahoma system, our Wyoming system, our Michigan system, our Southeast Texas system, our 50.1% interest in the East Texas system, our 75% interest in the Colorado system, and our 40% limited liability company interest in Discovery.

NGL Logistics — Our NGL Logistics segment provides services that include transportation, storage and fractionation of NGLs. The segment consists of the Seabreeze and Wilbreeze intrastate NGL pipelines, the Wattenberg and Black Lake interstate NGL pipelines, the NGL storage facility in Michigan and the DJ Basin NGL Fractionators in Colorado.

Wholesale Propane Logistics — Our Wholesale Propane Logistics segment provides services that include the receipt of propane by pipeline, rail or ship to our terminals that deliver the product to retail distributors. The segment consists of six owned rail terminals, one owned marine import terminal, one leased marine terminal, one pipeline terminal and access to several open-access pipeline terminals.

These segments are monitored separately by management for performance against our internal forecast and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Gross margin is a performance measure utilized by management to monitor the business of each segment.

 

50


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

The following tables set forth our segment information:

Year Ended December 31, 2011:

 

     Natural
Gas

Services
    NGL
Logistics
    Wholesale
Propane
Logistics
    Other     Eliminations
(f)
    Total  
     (Millions)  

Total operating revenue

   $ 1,670.4      $ 56.6      $ 633.6      $ —        $ (2.2   $ 2,358.4   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin (a)

   $ 322.3      $ 52.0      $ 51.1      $ —        $ —        $ 425.4   

Operating and maintenance expense

     (94.7     (15.9     (15.1     —          —          (125.7

Depreciation and amortization expense

     (89.5     (8.2     (2.9     —          —          (100.6

General and administrative expense

     —          —          —          (48.3     —          (48.3

Earnings from unconsolidated affiliates

     22.7        —          —          —          —          22.7   

Other operating income

     —          0.5        —          —          —          0.5   

Interest expense

     —          —          —          (33.9     —          (33.9

Income tax expense (b)

     —          —          —          (0.5     —          (0.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     160.8        28.4        33.1        (82.7     —          139.6   

Net income attributable to noncontrolling interests

     (18.8     —          —          —          —          (18.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to partners

   $ 142.0      $ 28.4      $ 33.1      $ (82.7   $ —        $ 120.8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-cash derivative mark-to-market (c)

   $ 41.8      $ —        $ 0.3      $ (2.2   $ —        $ 39.9   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital expenditures

   $ 151.8      $ 9.3      $ 4.6      $ —        $ —        $ 165.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisitions net of cash acquired

   $ 145.2      $ 29.6      $ —        $ —        $ —        $ 174.8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investments in unconsolidated affiliates

   $ 7.0      $ —        $ —        $ —        $ —        $ 7.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Year Ended December 31, 2010:

 

     Natural  Gas
Services
    NGL
Logistics
    Wholesale
Propane
Logistics
    Other     Total  
     (Millions)  

Total operating revenue

   $ 1,617.6      $ 17.6      $ 473.2      $ —        $ 2,108.4   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin (a)

   $ 283.5      $ 12.9      $ 28.9      $ —        $ 325.3   

Operating and maintenance expense

     (82.0     (3.7     (12.6     —          (98.3

Depreciation and amortization expense

     (83.5     (2.6     (1.9     (0.1     (88.1

General and administrative expense

     —          —          —          (45.8     (45.8

Earnings from unconsolidated affiliates

     23.0        0.8        —          —          23.8   

Other operating income

     2.0        —          3.0        —          5.0   

Step acquisition – equity interest re-measurement gain

     —          9.1        —          —          9.1   

Interest expense

     —          —          —          (29.1     (29.1

Income tax expense (b)

     —          —          —          (1.5     (1.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     143.0        16.5        17.4        (76.5     100.4   

Net income attributable to noncontrolling interests

     (9.2     —          —          —          (9.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to partners

   $ 133.8      $ 16.5      $ 17.4      $ (76.5   $ 91.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-cash derivative mark-to-market (c)

   $ (8.8   $ —        $ (1.0   $ 1.4      $ (8.4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital expenditures

   $ 63.8      $ 11.5      $ 0.6      $ —        $ 75.9   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisitions net of cash acquired

   $ 78.8      $ 135.5      $ 67.8      $ —        $ 282.1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investments in unconsolidated affiliates

   $ 2.3      $ —        $ —        $ —        $ 2.3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

51


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

Year Ended December 31, 2009:

 

     Natural  Gas
Services
    NGL
Logistics
    Wholesale
Propane
Logistics
    Other     Total  
     (Millions)  

Total operating revenue

   $ 1,119.2      $ 10.5      $ 348.2      $ —        $ 1,477.9   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin (a)

   $ 173.1      $ 7.6      $ 48.9      $ —        $ 229.6   

Operating and maintenance expense

     (72.7     (1.2     (10.3     —          (84.2

Depreciation and amortization expense

     (73.9     (1.4     (1.4     (0.2     (76.9

General and administrative expense

     —          —          —          (43.1     (43.1

Earnings from unconsolidated affiliates

     16.6        1.9        —          —          18.5   

Other operating expense

     (0.5     —          —          —          (0.5

Interest income

     —          —          —          0.3        0.3   

Interest expense

     —          —          —          (28.3     (28.3

Income tax expense (b)

     —          —          —          (1.0     (1.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     42.6        6.9        37.2        (72.3     14.4   

Net income attributable to noncontrolling interests

     (8.3     —          —          —          (8.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to partners

   $ 34.3      $ 6.9      $ 37.2      $ (72.3   $ 6.1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-cash derivative mark-to-market (c)

   $ (84.2   $ —        $ 0.8      $ (0.4   $ (83.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital expenditures

   $ 181.7      $ —        $ 0.5      $ —        $ 182.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisitions net of cash acquired

   $ 44.5      $ —        $ —        $ —        $ 44.5   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investments in unconsolidated affiliates

   $ 7.0      $ —        $ —        $ —        $ 7.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     December 31,  
     2011      2010      2009  
     (Millions)  

Segment long-term assets:

        

Natural Gas Services

   $ 1,555.4       $ 1,469.3       $ 1,415.6   

NGL Logistics (d)

     250.1         221.7         32.3   

Wholesale Propane Logistics (d)

     104.2         101.7         53.2   

Other (e)

     14.0         4.1         13.1   
  

 

 

    

 

 

    

 

 

 

Total long-term assets

     1,923.7         1,796.8         1,514.2   

Current assets

     353.7         350.4         291.4   
  

 

 

    

 

 

    

 

 

 

Total assets

   $ 2,277.4       $ 2,147.2       $ 1,805.6   
  

 

 

    

 

 

    

 

 

 

 

(a) Gross margin consists of total operating revenues, including commodity derivative activity, less purchases of natural gas, propane, NGLs and condensate. Gross margin is viewed as a non-GAAP measure under the rules of the SEC, but is included as a supplemental disclosure because it is a primary performance measure used by management as it represents the results of product sales versus product purchases. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.
(b) Income tax expense relates primarily to the Texas margin tax and the Michigan business tax.
(c) Non-cash derivative mark-to-market is included in segment gross margin, along with cash settlements for our derivative contracts.

 

52


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

(d) Long-term assets for our NGL Logistics segment increased in 2010 as a result of our acquisitions of the Wattenberg pipeline, Black Lake and Marysville. Our July 30, 2010 acquisition of an additional 50% interest in Black Lake from an affiliate of BP PLC brought our ownership interest in Black Lake to 100%. Prior to our acquisition of an additional 50% interest in Black Lake, we accounted for Black Lake under the equity method of accounting. Subsequent to this transaction we account for Black Lake as a consolidated subsidiary.

Long-term assets for our Wholesale Propane Logistics segment increased in 2010 as a result of our acquisition of Atlantic Energy from a subsidiary of UGI Corporation.

 

(e) Other long-term assets not allocable to segments consist of restricted investments, unrealized gains on derivative instruments, corporate leasehold improvements and other long-term assets.
(f) Represents intersegment revenues consisting of sales of NGLs by Marysville in our NGL Logistics business to our Wholesale Propane business.

 

19. Supplemental Cash Flow Information

 

     Year Ended December 31,  
     2011     2010      2009  
     (Millions)  

Cash paid for interest and income taxes:

       

Cash paid for interest, net of amounts capitalized

   $ 17.2      $ 7.8       $ 9.0   

Cash paid for income taxes, net of income tax refunds

   $ 29.9      $ 0.9       $ 2.2   

Non-cash investing and financing activities:

       

Property, plant and equipment acquired with accounts payable

   $ 14.2      $ 6.3       $ 4.1   

Other non-cash additions of property, plant and equipment

   $ 3.0      $ 12.1       $ 1.6   

Accounts payable related to equity issuance costs

   $ (0.2   $ 0.2       $ —     

Acquisition related contingent consideration

   $ —        $ 3.1       $ —     

Non-cash contribution from noncontrolling interests

   $ —        $ 0.5       $ —     

Net change in parent advances

   $ 4.4      $ —         $ —     

 

20. Quarterly Financial Data (Unaudited)

Our consolidated results of operations by quarter for the years ended December 31, 2011 and 2010 were as follows (millions, except per unit amounts):

 

2011

   First     Second     Third      Fourth     Year Ended
December 31,

2011
 

Total operating revenues

   $ 633.9      $ 575.6      $ 593.6       $ 555.3      $ 2,358.4   

Operating income

   $ 7.3      $ 60.3      $ 70.2       $ 13.5      $ 151.3   

Net income

   $ 3.5      $ 57.4      $ 68.1       $ 10.6      $ 139.6   

Net income attributable to noncontrolling interests

   $ (3.5   $ (9.7   $ 0.4       $ (6.0   $ (18.8

Net income attributable to partners

   $ —        $ 47.7      $ 68.5       $ 4.6      $ 120.8   

Limited partners’ interest in net (loss) income

   $ (11.4   $ 35.3      $ 59.5       $ (8.2   $ 75.2   

Basic net (loss) income per limited partner unit

   $ (0.28   $ 0.80      $ 1.35       $ (0.19   $ 1.73   

 

53


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

2010

   First     Second     Third     Fourth     Year Ended
December 31,

2010
 

Total operating revenues

   $ 644.8      $ 438.1      $ 447.1      $ 578.4      $ 2,108.4   

Operating income

   $ 45.4      $ 22.8      $ 19.6      $ 19.4      $ 107.2   

Net income

   $ 45.5      $ 22.0      $ 15.9      $ 17.0      $ 100.4   

Net income attributable to noncontrolling interests

   $ (0.1   $ (1.0   $ (3.3   $ (4.8   $ (9.2

Net income attributable to partners

   $ 45.4      $ 21.0      $ 12.6      $ 12.2      $ 91.2   

Limited partners’ interest in net income (loss)

   $ 22.0      $ 21.8      $ (8.2   $ (4.5   $ 31.1   

Basic net income (loss) per limited partner unit

   $ 0.64      $ 0.63      $ (0.23   $ (0.12   $ 0.86   

 

21. Supplementary Information — Condensed Consolidating Financial Information

The following condensed consolidating financial information presents the results of operations, financial position and cash flows of DCP Midstream Partners, LP, or parent guarantor, DCP Midstream Operating LP, or subsidiary issuer, which is a 100% owned subsidiary, and non-guarantor subsidiaries, as well as the consolidating adjustments necessary to present DCP Midstream Partners, LP’s results on a consolidated basis. In conjunction with the universal shelf registration statement on Form S-3 filed with the SEC on May 26, 2010, the parent guarantor has agreed to fully and unconditionally guarantee securities of the subsidiary issuer. For the purpose of the following financial information, investments in subsidiaries are reflected in accordance with the equity method of accounting. The financial information may not necessarily be indicative of results of operations, cash flows, or financial position had the subsidiaries operated as independent entities.

 

54


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Condensed Consolidating Balance Sheets
December 31, 2011 (a)
 
     Parent
Guarantor
     Subsidiary
Issuer
    Non-
Guarantor
Subsidiaries
    Consolidating
Adjustments
    Consolidated  
     (Millions)  
ASSETS            

Current assets:

           

Cash and cash equivalents

   $ —         $ 3.6      $ 6.4      $ (2.4   $ 7.6   

Accounts receivable

     —           —          214.8        —          214.8   

Inventories

     —           —          87.9        —          87.9   

Other

     —           —          43.4        —          43.4   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     —           3.6        352.5        (2.4     353.7   

Property, plant and equipment, net

     —           —          1,499.4        —          1,499.4   

Goodwill and intangible assets, net

     —           —          299.1        —          299.1   

Advances receivable — consolidated subsidiaries

     370.7         597.2        —          (967.9     —     

Investments in consolidated subsidiaries

     515.2         679.3        —          (1,194.5     —     

Investments in unconsolidated affiliates

     —           —          107.1        —          107.1   

Other long-term assets

     —           5.6        12.5        —          18.1   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 885.9       $ 1,285.7      $ 2,270.6      $ (2,164.8   $ 2,277.4   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
LIABILITIES AND EQUITY            

Accounts payable and other current liabilities

   $ —         $ 18.7      $ 364.2      $ (2.4   $ 380.5   

Advances payable — consolidated subsidiaries

     —           —          967.9        (967.9     —     

Long-term debt

     —           746.8        —          —          746.8   

Other long-term liabilities

     —           5.0        46.8        —          51.8   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     —           770.5        1,378.9        (970.3     1,179.1   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Commitments and contingent liabilities

           

Equity:

           

Partners’ equity

           

Predecessor equity

     —           —          257.4        —          257.4   

Net equity

     885.9         534.6        423.7        (1,194.5     649.7   

Accumulated other comprehensive loss

     —           (19.4     (1.8     —          (21.2
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total partners’ equity

     885.9         515.2        679.3        (1,194.5     885.9   

Noncontrolling interests

     —           —          212.4        —          212.4   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

     885.9         515.2        891.7        (1,194.5     1,098.3   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

   $ 885.9       $ 1,285.7      $ 2,270.6      $ (2,164.8   $ 2,277.4   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The financial information as of December 31, 2011 includes the results of our 100% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business. These transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

55


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Condensed Consolidating Balance Sheets
December 31, 2010 (a)
 
     Parent
Guarantor
     Subsidiary
Issuer
    Non-
Guarantor
Subsidiaries
    Consolidating
Adjustments
    Consolidated  
     (Millions)  
ASSETS            

Current assets:

           

Cash and cash equivalents

   $ —         $ 1.5      $ 6.7      $ (1.5   $ 6.7   

Accounts receivable

     —           —          247.3        —          247.3   

Inventories

     —           —          73.6        —          73.6   

Other

     —           —          22.8        —          22.8   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     —           1.5        350.4        (1.5     350.4   

Property, plant and equipment, net

     —           —          1,378.6        —          1,378.6   

Goodwill and intangible assets, net

     —           —          304.2        —          304.2   

Advances receivable — consolidated subsidiaries

     333.4         534.7        —          (868.1     —     

Investments in consolidated subsidiaries

     522.7         661.4        —          (1,184.1     —     

Investments in unconsolidated affiliates

     —           —          104.3        —          104.3   

Other long-term assets

     —           2.3        7.4        —          9.7   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 856.1       $ 1,199.9      $ 2,144.9      $ (2,053.7   $ 2,147.2   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
LIABILITIES AND EQUITY            

Accounts payable and other current liabilities

   $ 0.2       $ 19.5      $ 297.1      $ (1.5   $ 315.3   

Advances payable — consolidated subsidiaries

     —           —          868.1        (868.1     —     

Long-term debt

     —           647.8        —          —          647.8   

Other long-term liabilities

     —           9.9        98.2        —          108.1   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     0.2         677.2        1,263.4        (869.6     1,071.2   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Commitments and contingent liabilities

           

Equity:

           

Partners’ equity

           

Predecessor equity

     —           —          337.8        —          337.8   

Net equity

     855.9         550.1        323.9        (1,184.1     545.8   

Accumulated other comprehensive loss

     —           (27.4     (0.3     —          (27.7
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total partners’ equity

     855.9         522.7        661.4        (1,184.1     855.9   

Noncontrolling interests

     —           —          220.1        —          220.1   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

     855.9         522.7        881.5        (1,184.1     1,076.0   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

   $ 856.1       $ 1,199.9      $ 2,144.9      $ (2,053.7   $ 2,147.2   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The financial information as of December 31, 2010 includes the results of our 100% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business. These transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

56


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Condensed Consolidating Statements of Operations
Year Ended December 31, 2011 (a)
 
     Parent
Guarantor
     Subsidiary
Issuer
    Non-
Guarantor
Subsidiaries
    Consolidating
Adjustments
    Consolidated  
     (Millions)  

Operating revenues:

           

Sales of natural gas, propane, NGLs and condensate

   $ —         $ —        $ 2,178.5      $ —        $ 2,178.5   

Transportation, processing and other

     —           —          172.2        —          172.2   

Gains from commodity derivative activity, net

     —           —          7.7        —          7.7   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     —           —          2,358.4        —          2,358.4   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

           

Purchases of natural gas, propane and NGLs

     —           —          1,933.0        —          1,933.0   

Operating and maintenance expense

     —           —          125.7        —          125.7   

Depreciation and amortization expense

     —           —          100.6        —          100.6   

General and administrative expense

     —           —          48.3        —          48.3   

Other, net

     —           —          (0.5     —          (0.5
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     —           —          2,207.1        —          2,207.1   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     —           —          151.3        —          151.3   

Interest expense, net

     —           (33.5     (0.4     —          (33.9

Earnings from unconsolidated affiliates

     —           —          22.7        —          22.7   

Earnings from consolidated subsidiaries

     120.8         154.3        —          (275.1     —     
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     120.8         120.8        173.6        (275.1     140.1   

Income tax expense

     —           —          (0.5     —          (0.5
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     120.8         120.8        173.1        (275.1     139.6   

Net income attributable to noncontrolling interests

     —           —          (18.8     —          (18.8
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to partners

   $ 120.8       $ 120.8      $ 154.3      $ (275.1   $ 120.8   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The financial information as of December 31, 2011 includes the results of our 100% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business. These transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

57


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Condensed Consolidating Statements of Operations
Year Ended December 31, 2010 (a)
 
     Parent
Guarantor
     Subsidiary
Issuer
    Non-
Guarantor
Subsidiaries
    Consolidating
Adjustments
    Consolidated  
     (Millions)  

Operating revenues:

           

Sales of natural gas, propane, NGLs and condensate

   $ —         $ —        $ 1,975.1      $ —        $ 1,975.1   

Transportation, processing and other

     —           —          130.3        —          130.3   

Gains from commodity derivative activity, net

     —           —          3.0        —          3.0   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     —           —          2,108.4        —          2,108.4   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

           

Purchases of natural gas, propane and NGLs

     —           —          1,783.1        —          1,783.1   

Operating and maintenance expense

     —           —          98.3        —          98.3   

Depreciation and amortization expense

     —           —          88.1        —          88.1   

General and administrative expense

     —           0.2        45.6        —          45.8   

Step acquisition — equity interest re-measurement gain

     —           —          (9.1     —          (9.1

Other, net

     —           —          (5.0     —          (5.0
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     —           0.2        2,001.0        —          2,001.2   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     —           (0.2     107.4        —          107.2   

Interest expense, net

     —           (28.8     (0.3     —          (29.1

Earnings from unconsolidated affiliates

     —           —          23.8        —          23.8   

Earnings from consolidated subsidiaries

     91.2         120.2        —          (211.4     —     
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     91.2         91.2        130.9        (211.4     101.9   

Income tax expense

     —           —          (1.5     —          (1.5
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     91.2         91.2        129.4        (211.4     100.4   

Net income attributable to noncontrolling interests

     —           —          (9.2     —          (9.2
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to partners

   $ 91.2       $ 91.2      $ 120.2      $ (211.4   $ 91.2   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The financial information as of December 31, 2010 includes the results of our 100% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business. These transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

58


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Condensed Consolidating Statements of Operations
Year Ended December 31, 2009 (a)
 
     Parent
Guarantor
     Subsidiary
Issuer
    Non-
Guarantor
Subsidiaries
    Consolidating
Adjustments
    Consolidated  
     (Millions)  

Operating revenues:

           

Sales of natural gas, propane, NGLs and condensate

   $ —         $ —        $ 1,429.3      $ —        $ 1,429.3   

Transportation, processing and other

     —           —          104.9        —          104.9   

Losses from commodity derivative activity, net

     —           —          (56.3     —          (56.3
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     —           —          1,477.9        —          1,477.9   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

           

Purchases of natural gas, propane and NGLs

     —           —          1,248.3        —          1,248.3   

Operating and maintenance expense

     —           —          84.2        —          84.2   

Depreciation and amortization expense

     —           —          76.9        —          76.9   

General and administrative expense

     —           0.1        43.0        —          43.1   

Other, net

     —           —          0.5        —          0.5   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     —           0.1        1,452.9        —          1,453.0   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     —           (0.1     25.0        —          24.9   

Interest expense, net

     —           (27.8     (0.2     —          (28.0

Earnings from unconsolidated affiliates

     —           —          18.5        —          18.5   

Earnings from consolidated subsidiaries

     6.1         34.0        —          (40.1     —     
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     6.1         6.1        43.3        (40.1     15.4   

Income tax expense

     —           —          (1.0     —          (1.0
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     6.1         6.1        42.3        (40.1     14.4   

Net income attributable to noncontrolling interests

     —           —          (8.3     —          (8.3
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to partners

   $ 6.1       $ 6.1      $ 34.0      $ (40.1   $ 6.1   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The financial information as of December 31, 2009 includes the results of our 100% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business. These transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

59


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2011 (a)
 
     Parent
Guarantor
    Subsidiary
Issuer
    Non-
Guarantor
Subsidiaries
    Consolidating
Adjustments
    Consolidated  
     (Millions)  

OPERATING ACTIVITIES

          

Net cash (used in) provided by operating activities

   $ (37.3   $ (92.7   $ 391.7      $ (0.9   $ 260.8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

INVESTING ACTIVITIES:

          

Capital expenditures

     —          —          (165.7     —          (165.7

Acquisitions, net of cash acquired

     —          —          (174.8     —          (174.8

Investments in unconsolidated affiliates

     —          —          (7.0     —          (7.0

Return of investment from unconsolidated affiliate

     —          —          1.6        —          1.6   

Proceeds from sale of assets

     —          —          5.2        —          5.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     —          —          (340.7     —          (340.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

FINANCING ACTIVITIES:

          

Proceeds from debt

     —          1,524.0        —          —          1,524.0   

Payments of debt

     —          (1,425.0     —          —          (1,425.0

Payment of deferred financing costs

     —          (4.2     —          —          (4.2

Proceeds from issuance of common units, net of offering costs

     169.7        —          —          —          169.7   

Excess purchase price over acquired assets

     —          —          (35.7     —          (35.7

Net change in advances to predecessor from DCP Midstream LLC

     —          —          10.9        —          10.9   

Distributions to unitholders and general partner

     (132.4     —          —          —          (132.4

Distributions to noncontrolling interests

     —          —          (44.8     —          (44.8

Contributions from noncontrolling interests

     —          —          18.3        —          18.3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     37.3        94.8        (51.3     —          80.8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     —          2.1        (0.3     (0.9     0.9   

Cash and cash equivalents, beginning of period

     —          1.5        6.7        (1.5     6.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ —        $ 3.6      $ 6.4      $ (2.4   $ 7.6   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The financial information as of December 31, 2011 includes the results of our 100% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business. These transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

60


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2010 (a)
 
     Parent
Guarantor
    Subsidiary
Issuer
    Non-
Guarantor
Subsidiaries
    Consolidating
Adjustments
    Consolidated  
     (Millions)  

OPERATING ACTIVITIES

          

Net cash (used in) provided by operating activities

   $ (87.4   $ (42.9   $ 293.4      $ (0.7   $ 162.4   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

INVESTING ACTIVITIES:

          

Capital expenditures

     —          —          (75.9     —          (75.9

Acquisitions, net of cash acquired

     —          —          (282.1     —          (282.1

Investments in unconsolidated affiliates

     —          —          (2.3     —          (2.3

Return of investment from unconsolidated affiliate

     —          —          1.2        —          1.2   

Proceeds from sale of assets

     —          —          3.5        —          3.5   

Proceeds from sales of available-for-sale securities

     —          10.1        —          —          10.1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     —          10.1        (355.6     —          (345.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

FINANCING ACTIVITIES:

          

Proceeds from debt

     —          868.2        —          —          868.2   

Payments of debt

     —          (833.4     —          —          (833.4

Payment of deferred financing costs

     —          (2.1     —          —          (2.1

Proceeds from issuance of common units, net of offering costs

     189.3        —          —          —          189.3   

Net change in advances to predecessor from DCP Midstream, LLC

     —          —          82.3        —          82.3   

Distributions to unitholders and general partner

     (101.9     —          —          —          (101.9

Distributions to noncontrolling interests

     —          —          (25.6     —          (25.6

Contributions from noncontrolling interests

     —          —          13.8        —          13.8   

Contributions from DCP Midstream, LLC

     —          —          0.6        —          0.6   

Purchase of additional interest in a subsidiary

     —          —          (3.5     —          (3.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     87.4        32.7        67.6        —          187.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     —          (0.1     5.4        (0.7     4.6   

Cash and cash equivalents, beginning of period

     —          1.6        1.3        (0.8     2.1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ —        $ 1.5      $ 6.7      $ (1.5   $ 6.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The financial information as of December 31, 2010 includes the results of our 100% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business. These transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

61


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

     Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2009
 
     Parent
Guarantor
    Subsidiary
Issuer
    Non-
Guarantor
Subsidiaries
    Consolidating
Adjustments
    Consolidated  
     (Millions)  

OPERATING ACTIVITIES

          

Net cash provided by (used in) operating activities

   $ 15.8      $ (31.5   $ 168.9      $ (0.5   $ 152.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

INVESTING ACTIVITIES:

          

Capital expenditures

     —          —          (182.2     —          (182.2

Acquisitions, net of cash acquired

     —          —          (44.5     —          (44.5

Investments in unconsolidated affiliates

     —          —          (7.0     —          (7.0

Return of investment from unconsolidated affiliate

         2.2        —          2.2   

Proceeds from sale of assets

     —          —          1.4        —          1.4   

Purchase of available-for-sale securities

     —          (1.1     —          —          (1.1

Proceeds from sales of available-for-sale securities

     —          51.1        —          —          51.1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     —          50.0        (230.1     —          (180.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

FINANCING ACTIVITIES:

          

Proceeds from debt

     —          237.0        —          —          237.0   

Payments of debt

     —          (280.5     —          —          (280.5

Proceeds from issuance of common units, net of offering costs

     69.5        —          —          —          69.5   

Net change in advances to predecessor from DCP Midstream, LLC

     —          —          (25.5     —          (25.5

Distributions to unitholders and general partner

     (85.3     —          —          —          (85.3

Distributions to noncontrolling interests

     —          —          (27.0     —          (27.0

Contributions from noncontrolling interests

     —          —          78.7        —          78.7   

Contributions from DCP Midstream, LLC

     —          —          0.7        —          0.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (15.8     (43.5     26.9        —          (32.4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     —          (25.0     (34.3     (0.5     (59.8

Cash and cash equivalents, beginning of period

     —          26.6        35.6        (0.3     61.9   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ —        $ 1.6      $ 1.3      $ (0.8   $ 2.1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The financial information as of December 31, 2009 includes the results of our 100% interest in Southeast Texas and commodity derivative instruments related to the Southeast Texas storage business. These transfers of net assets between entities under common control were accounted for as if the transfers occurred at the beginning of the period, and prior years were retrospectively adjusted to furnish comparative information similar to the pooling method.

 

62


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

22. Valuation and Qualifying Accounts and Reserves

Our valuation and qualifying accounts and reserves for the years ended December 31, 2011, 2010 and 2009 are as follows:

 

     Balance at
Beginning of
Period
     Charged to
Consolidated
Statements of
Operations
     Charged  to
Other
Accounts
     Deductions/
Other
    Balance at
End of
Period
 
     (Millions)  

December 31, 2011

             

Allowance for doubtful accounts

   $ 0.5       $ —         $ —         $ (0.2   $ 0.3   

Environmental

     1.9         0.4         —           (0.3     2.0   

Litigation

     0.2         0.1         —           (0.3     —     

Other (a)

     —           0.5         —           —          0.5   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ 2.6       $ 1.0       $ —         $ (0.8   $ 2.8   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

December 31, 2010

             

Allowance for doubtful accounts

   $ 0.5       $ —         $ —         $ —        $ 0.5   

Environmental

     1.1         1.0         —           (0.2     1.9   

Litigation

     2.4         0.3         —           (2.5     0.2   

Other (a)

     0.1         —           1.0         (1.1     —     
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ 4.1       $ 1.3       $ 1.0       $ (3.8   $ 2.6   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

December 31, 2009

             

Allowance for doubtful accounts

   $ 1.0       $ —         $ —         $ (0.5   $ 0.5   

Environmental

     1.9         —           —           (0.8     1.1   

Litigation

     2.5         —           —           (0.1     2.4   

Other (a)

     0.1         —           —           —          0.1   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ 5.5       $ —         $ —         $ (1.4   $ 4.1   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

(a) Principally consists of reserves against other long-term assets, which are included in other long-term assets, and other contingency liabilities, which are included in other current liabilities, and the recognition and re-measurement of the fair value of contingent consideration.

 

23. Subsequent Events

On January 3, 2012, we entered into a 2-year Term Loan Agreement with Wells Fargo Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as lenders. We borrowed $135.0 million under the term loan on January 3, 2012, which was used to fund the acquisition of the remaining 49.9% interest in East Texas.

On January 3, 2012, we completed the acquisition of the remaining 49.9% interest in East Texas from DCP Midstream, LLC for aggregate consideration of $165.0 million, subject to certain working capital and other customary purchase price adjustments. The transaction was financed at closing through the execution of a term loan and the issuance of 727,520 common units. Prior to the contribution of the additional interest in East Texas, we owned a 50.1% interest which we accounted for as a consolidated subsidiary. The contribution of the remaining 49.9% interest in East Texas represents a transaction between entities under common control, but does not represent a change in reporting entity. Accordingly, we will include the results of the remaining 49.9% interest in East Texas prospectively from the date of contribution.

 

63


DCP MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2011, 2010 and 2009 — (Continued)

 

On January 18, 2012, we, along with Williams Partners L.P., announced a planned expansion of the Discovery natural gas gathering pipeline system in the deepwater Gulf of Mexico. Discovery intends to construct the Keathley Canyon Connector, a 20-inch diameter, 215-mile subsea natural gas gathering pipeline for production from the Keathley Canyon, Walker Ridge and Green Canyon areas in the central deepwater Gulf of Mexico. The Keathley Canyon Connector will originate in the southeast portion of the Keathley Canyon area and terminate into Discovery’s 30-inch diameter mainline near South Timbalier Block 283. The pipeline will be capable of gathering more than 400 MMcf/d of natural gas. Discovery has signed long-term fee-based agreements with the Lucius and Hadrian South owners for natural gas gathering and processing for production from those fields. Construction on the project is expected to begin in 2013, with a mid-2014 expected in-service date. Total capital expenditures for the Keathley Canyon Connector are estimated to be approximately $600.0 million, of which our portion is approximately $240.0 million.

On January 26, 2012, the board of directors of the general partner declared a quarterly distribution of $0.65 per unit, payable on February 14, 2012 to unitholders of record on February 7, 2012.

On March 30, 2012, we acquired the remaining 66.67% interest in Southeast Texas, and commodity derivative instruments related to the Southeast Texas storage business, for aggregate consideration of $240.0 million, subject to certain working capital and other customary purchase price adjustments. $192.0 million of the aggregate purchase price was financed with a portion of the net proceeds from our 4.95% 10-year Senior Notes offering. The remaining $48.0 million consideration was financed by the issuance at closing of an aggregate of 1,000,417 of our common units. DCP Midstream, LLC also provided fixed price NGL commodity derivatives, valued at $39.5 million, for the three year period subsequent to closing the newly acquired interest. Certain of the NGL commodity derivatives were valued at $24.6 million and represent consideration for the termination of a fee-based storage arrangement we had with DCP Midstream, LLC in conjunction with our initial 33.33% interest in Southeast Texas; the remaining portion of the commodity derivatives, valued at $14.9 million, mitigate a portion of our currently anticipated commodity price risk associated with the gathering and processing portion of the 66.67% interest in Southeast Texas acquired on March 30, 2012. The $29.6 million deficit purchase price under the historical basis of the net assets acquired and the $48.0 million of common units issued as consideration for this acquisition were recorded as an increase in common unitholders equity. Prior to the acquisition of the additional interest in Southeast Texas, we owned a 33.33% interest which we accounted for as an unconsolidated affiliate using the equity method. The acquisition of the remaining 66.67% interest in Southeast Texas represents a transaction between entities under common control and a change in reporting entity. Accordingly, our consolidated financial statements have been adjusted to retrospectively include the historical results of our 100% interest in Southeast Texas and the natural gas commodity derivatives associated with the storage business for all periods presented, similar to the pooling method.

 

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