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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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03-0567133
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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370 17th Street, Suite 2500
Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class:
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Name of Each Exchange on Which Registered:
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Common Units Representing Limited Partner Interests
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item
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Page
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PART I
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1.
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Business
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1A.
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Risk Factors
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1B.
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Unresolved Staff Comments
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2.
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Properties
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3.
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Legal Proceedings
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4.
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Mine Safety Disclosures
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PART II
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5.
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Market for Registrant's Common Units, Related Unitholder Matters and Issuer Purchases of Common Units
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6.
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Selected Financial Data
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7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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7A.
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Quantitative and Qualitative Disclosures about Market Risk
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8.
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Financial Statements and Supplementary Data
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9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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9A.
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Controls and Procedures
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9B.
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Other Information
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PART III
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10.
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Directors, Executive Officers and Corporate Governance
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11.
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Executive Compensation
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12.
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Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
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13.
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Certain Relationships and Related Transactions, and Director Independence
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14.
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Principal Accountant Fees and Services
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PART IV
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15.
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Exhibits and Financial Statement Schedules
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16.
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Form 10-K Summary
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Signatures
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Exhibit Index
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Bbl
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barrel
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Bbls/d
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barrels per day
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Bcf
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billion cubic feet
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Bcf/d
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billion cubic feet per day
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Btu
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British thermal unit, a measurement of energy
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Fractionation
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the process by which natural gas liquids are separated
into individual components
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MBbls
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thousand barrels
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MBbls/d
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thousand barrels per day
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MMBtu
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million Btus
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MMBtu/d
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million Btus per day
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MMcf
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million cubic feet
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MMcf/d
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million cubic feet per day
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NGLs
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natural gas liquids
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Throughput
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the volume of product transported or passing through a
pipeline or other facility
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the extent of changes in commodity prices and the demand for our products and services, our ability to effectively limit a portion of the adverse impact of potential changes in commodity prices through derivative financial instruments, and the potential impact of price, and of producers’ access to capital on natural gas drilling, demand for our services, and the volume of NGLs and condensate extracted;
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the demand for crude oil, residue gas and NGL products;
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the level and success of drilling and quality of production volumes around our assets and our ability to connect supplies to our gathering and processing systems, as well as our residue gas and NGL infrastructure;
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volatility in the price of our common units;
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our ability to hire, train, and retain qualified personnel and key management to execute our business strategy;
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general economic, market and business conditions;
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our ability to continue the safe and reliable operation of our assets;
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our ability to grow through organic growth projects, or acquisitions, and the successful integration and future performance of such assets;
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our ability to access the debt and equity markets and the resulting cost of capital, which will depend on general market conditions, our financial and operating results, inflation rates, interest rates, our ability to comply with the covenants in our credit agreement and the indentures governing our notes, as well as our ability to maintain our credit ratings;
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new, additions to, and changes in, laws and regulations, particularly with regard to taxes, safety and protection of the environment, including, but not limited to, climate change legislation, regulation of over-the-counter derivatives market and entities, and hydraulic fracturing regulations, or the increased regulation of our industry, and their impact on producers and customers served by our systems;
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the creditworthiness of our customers and the counterparties to our transactions;
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the amount of collateral we may be required to post from time to time in our transactions;
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industry changes, including the impact of bankruptcies, consolidations, alternative energy sources, technological advances and changes in competition;
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our ability to construct and start up facilities on budget and in a timely fashion, which is partially dependent on obtaining required construction, environmental and other permits issued by federal, state and municipal governments, or agencies thereof, the availability of specialized contractors and laborers, and the price of and demand for materials;
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weather, weather-related conditions and other natural phenomena, including, but not limited to, their potential impact on demand for the commodities we sell and the operation of company-owned and third party-owned infrastructure;
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security threats such as military campaigns, terrorist attacks, and cybersecurity breaches, against, or otherwise impacting, our facilities and systems;
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our ability to purchase propane from our suppliers and make associated profitable sales transactions for our wholesale propane logistics business;
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our ability to obtain insurance on commercially reasonable terms, if at all, as well as the adequacy of insurance to cover our losses; and
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the amount of natural gas we gather, compress, treat, process, transport, store and sell, or the NGLs we produce, fractionate, transport, store and sell, may be reduced if the pipelines and storage and fractionation facilities to which we deliver the natural gas or NGLs are capacity constrained and cannot, or will not, accept the natural gas or NGLs.
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gathering, compressing, treating, processing natural gas and producing and fractionating NGLs; and
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logistics and marketing, from which we generate revenues primarily by trading, transporting, storing and marketing natural gas and NGLs, fractionating NGLs, and recovering and selling condensate.
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A significant portion of our income is generated from fee-based contracts.
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We have negotiated terms in our percent-of-proceeds and keep-whole contracts that provide us with downside protection. These terms include volume tiers, pricing floors and provisions that reduce the likelihood that we would be required to operate at an economic loss.
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We have a hedging program where we enter into derivative financial instruments to mitigate a portion of the risk of weakened natural gas, NGL and condensate prices associated with our gathering, processing and sales activities, thereby stabilizing our cash flows. The commodity derivative instruments used for our hedging program are a combination of direct NGL product, crude oil, and natural gas hedges.
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2016 Operating Data
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System
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Ownership Interest
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Plants
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Approximate
Gas Gathering and Transmission Systems (Miles) |
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Fractionators
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Approximate
Net Nameplate Plant Capacity (MMcf/d) (a) |
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Approximate Natural Gas Storage Capacity
(Bcf) |
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Natural Gas
Throughput (MMcf/d) (a) |
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NGL
Production (Bbls/d) (a) |
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Eagle Ford
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100%
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7(c)
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5,490
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3
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1,175
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—
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753
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65,680
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East Texas
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100%
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3(c)
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840
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1
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860
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—
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468
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22,824
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DJ Basin
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100%
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3(c)
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—
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—
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395
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—
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395
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47,162
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Discovery (b)
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40%
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1(c)
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560
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1
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240
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—
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228
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7,892
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Other
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Various
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7(c)
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2,810
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—
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888
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12
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605
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11,401
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Total
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21
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9,700
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5
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3,558
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12
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2,449
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154,959
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(a)
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Represents total capacity or total volumes allocated to our proportionate ownership share for 2016 divided by 365 days.
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(b)
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Represents an asset operated by a third party.
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(c)
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Represents NGL extraction plants and the associated processing capacity.
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2016 Operating Data
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System
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Ownership Interest
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Approximate
System Length (Miles) |
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Fractionators
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Approximate
Throughput Capacity (MBbls/d) (a) |
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Approximate NGL Storage Capacity
(MMBbls) (a) |
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Pipeline Throughput
(MBbls/d) (a) |
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Fractionator Throughput
(MBbls/d) (a) |
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Sand Hills pipeline
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33.33%
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1,160
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—
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83
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—
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79
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—
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Southern Hills pipeline
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33.33%
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940
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—
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58
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—
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32
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—
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Texas Express pipeline (b)
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10%
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595
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—
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28
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—
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15
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—
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Wattenberg pipeline
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100%
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470
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—
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22
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—
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20
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—
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Front Range pipeline (b)
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33.33%
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450
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—
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50
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—
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34
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—
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Black Lake pipeline
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100%
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315
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—
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80
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—
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55
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—
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Panola pipeline (b)
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15%
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185
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—
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8
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—
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8
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—
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Other pipelines (c)
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100%
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135
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—
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62
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—
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46
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—
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Mont Belvieu Enterprise fractionator (b)
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12.5%
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—
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1
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28
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—
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—
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28
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Mont Belvieu 1 fractionator (b)
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20%
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—
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1
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32
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—
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—
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21
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DJ Basin fractionators
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100%
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—
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2
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15
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—
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—
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11
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Marysville storage facility
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100%
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—
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—
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—
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8
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—
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—
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Total
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4,250
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4
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466
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8
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289
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60
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(a)
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Represents total capacity or throughput allocated to our proportionate ownership share for 2016 divided by 365 days.
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(b)
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Represents an asset operated by a third party.
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(c)
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Includes our 100% interest in Seabreeze, Wilbreeze and other NGL pipelines.
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certification and construction of new facilities;
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abandonment of services and facilities;
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maintenance of accounts and records;
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acquisition and disposition of facilities;
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initiation and discontinuation of transportation services;
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terms and conditions of transportation services and service contracts with customers;
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depreciation and amortization policies;
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•
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conduct and relationship with certain affiliates; and
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•
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various other matters.
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requiring the acquisition of permits to conduct regulated activities and imposing obligations in those permits that reduce or limit impacts to the environment;
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restricting the way we can handle or dispose of our wastes;
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limiting or prohibiting construction or operational activities in sensitive areas such as wetlands, coastal regions or areas inhabited by threatened and endangered species;
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requiring remedial action to mitigate pollution conditions caused by our operations or attributable to former operations; and
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enjoining, or compelling changes to, the operations of facilities deemed not to be in compliance with permits issued pursuant to such environmental laws and regulations.
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Year Ended
December 31, 2016
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December 31, 2016
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Daily High
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Daily Low
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Commodity:
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NYMEX Natural Gas ($/MMBtu)
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$
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3.93
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$
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1.64
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$
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3.72
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NGLs ($/Gallon)
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$
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0.65
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$
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0.30
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$
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0.64
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Crude Oil ($/Bbl)
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$
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54.06
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$
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26.21
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$
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53.72
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•
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the level of domestic and offshore production;
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the availability of natural gas, NGLs and crude oil and the demand in the U.S. and globally for these commodities;
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a general downturn in economic conditions;
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the impact of weather, including abnormally mild winter or summer weather that cause lower energy usage for heating or cooling purposes, respectively, or extreme weather that may disrupt our operations or related upstream or downstream operations;
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actions taken by foreign oil and gas producing nations;
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the availability of local, intrastate and interstate transportation systems and condensate and NGL export facilities;
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the availability and marketing of competitive fuels; and
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the extent of governmental regulation and taxation.
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
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an increased amount of cash flow will be required to make interest payments on our debt;
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our debt level will make us more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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our debt level may limit our flexibility in responding to changing business and economic conditions.
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perform ongoing assessments of pipeline integrity;
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identify threats to pipeline segments that could impact a high consequence area and assess the risks that such threats pose to pipeline integrity;
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collect, integrate, and analyze data regarding threats and risks posed to the pipeline;
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repair and remediate the pipeline as necessary; and
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implement preventive and mitigating actions.
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mistaken assumptions about volumes, future contract terms with customers, revenues and costs, including synergies;
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an inability to successfully integrate the businesses we acquire;
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the assumption of unknown liabilities;
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limitations on rights to indemnity from the seller;
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mistaken assumptions about the overall costs of equity or debt;
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the diversion of management’s and employees’ attention from other business concerns;
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change in competitive landscape;
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unforeseen difficulties operating in new product areas or new geographic areas; and
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customer or key employee losses at the acquired businesses.
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complete construction projects and consummate accretive acquisitions or joint ventures;
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identify businesses engaged in managing, operating or owning pipelines, processing and storage assets or other midstream assets for acquisitions, joint ventures and construction projects;
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appropriately identify liabilities associated with acquired businesses or assets;
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integrate acquired or constructed businesses or assets successfully with our existing operations and into our operating and financial systems and controls;
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hire, train and retain qualified personnel to manage and operate our growing business; and
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obtain required financing for our existing and new operations at reasonable rates.
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the failure to realize expected profitability, growth or accretion;
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an increase in indebtedness and borrowing costs;
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potential environmental or regulatory compliance matters or liabilities;
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potential title issues;
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the incurrence of unanticipated liabilities and costs; and
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the temporary diversion of management’s attention from managing the remainder of our assets to the process of integrating the acquired businesses.
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the fees we charge and the margins we realize for our services;
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the prices of, level of production of, and demand for natural gas, condensate, NGLs and propane;
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the success of our commodity and interest rate hedging programs in mitigating fluctuations in commodity prices and interest rates;
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the volume and quality of natural gas we gather, compress, treat, process, transport and sell, and the volume of NGLs we process, transport, sell and store, and the volume of propane we transport, sell and store;
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the operational performance and efficiency of our assets, including our plants and equipment;
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the operational performance and efficiency of third-party processing, fractionation or other facilities that provide services to us;
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the relationship between natural gas, NGL and crude oil prices;
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the level of competition from other energy companies;
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the impact of weather conditions on the demand for natural gas, NGLs and propane;
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the level of our operating and maintenance and general and administrative costs; and
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prevailing economic conditions.
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the level of capital expenditures we make;
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the cost and form of payment for acquisitions;
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our debt service requirements and other liabilities;
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fluctuations in our working capital needs;
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our ability to borrow funds and access capital markets at reasonable rates;
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restrictions contained in our credit agreement and the indentures governing our notes;
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the timing of our producers' obligations to make volume deficiency payments to us;
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the amount of cash distributions we receive from our equity interests;
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the amount of cost reimbursements to our general partner;
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the amount of cash reserves established by our general partner; and
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new, additions to and changes in laws and regulations.
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we have limited ability to control decisions with respect to the operations of these joint ventures, including decisions with respect to incurrence of expenses and distributions to us;
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these joint ventures may establish reserves for working capital, capital projects, environmental matters and legal proceedings which would otherwise reduce cash available for distribution to us;
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these joint ventures may incur additional indebtedness, and principal and interest made on such indebtedness may reduce cash otherwise available for distribution to us; and
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these joint ventures may require us to make additional capital contributions to fund working capital and capital expenditures, our funding of which could reduce the amount of cash otherwise available for distribution.
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damage to pipelines, plants, terminals, storage facilities and related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters and acts of terrorism;
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inadvertent damage from construction, farm and utility equipment;
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leaks of natural gas, propane, NGLs and other hydrocarbons from our pipelines, plants, terminals, or storage facilities, or losses of natural gas, propane or NGLs as a result of the malfunction of equipment or facilities;
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contaminants in the pipeline system;
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fires and explosions; and
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•
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other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
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neither our partnership agreement nor any other agreement requires DCP Midstream, LLC to pursue a business strategy that favors us. DCP Midstream, LLC’s directors and officers have a fiduciary duty to make these decisions in the best interests of the owners of DCP Midstream, LLC, which may be contrary to our interests;
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•
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our general partner is allowed to take into account the interests of parties other than us, such as DCP Midstream, LLC and its affiliates, in resolving conflicts of interest;
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DCP Midstream, LLC and its affiliates, including Phillips 66 and Spectra Energy, are not limited in their ability to compete with us. Please read “DCP Midstream, LLC and its affiliates are not limited in their ability to compete with us” below;
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•
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once certain requirements are met, our general partner may make a determination to receive a quantity of our Class B units in exchange for resetting the target distribution levels related to its incentive distribution rights without the approval of the special committee of our general partner or our unitholders;
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our general partner has limited its liability and reduced its fiduciary duties, and has also restricted the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;
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our general partner determines the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and reserves, each of which can affect the amount of cash that is distributed to unitholders;
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our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders;
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our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
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our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
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•
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our general partner intends to limit its liability regarding our contractual and other obligations and, in some circumstances, is entitled to be indemnified by us;
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•
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our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units;
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•
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our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates; and
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our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
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•
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the exercise of its right to reset the target distribution levels of its incentive distribution rights at higher levels and receive, in connection with this reset, a number of Class B units that are convertible at any time following the first anniversary of the issuance of these Class B units into common units;
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•
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its limited call right;
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•
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its voting rights with respect to the units it owns;
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•
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its registration rights; and
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•
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its determination whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement.
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•
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provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was in the best interests of our partnership;
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•
|
generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the special committee of the board of directors of our general partner and not involving a vote of our unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or must be “fair and reasonable” to us, as determined by our general partner in good faith and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal.
|
•
|
our unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of the common units may decline.
|
•
|
a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
|
the right of holders of limited partner interests to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.
|
Quarter Ended
|
|
High
|
|
Low
|
|
Distribution Per Common Unit
|
|||
December 31, 2016
|
|
39.43
|
|
|
31.03
|
|
|
0.78
|
|
September 30, 2016
|
|
36.21
|
|
|
31.23
|
|
|
0.78
|
|
June 30, 2016
|
|
38.15
|
|
|
24.70
|
|
|
0.78
|
|
March 31, 2016
|
|
28.53
|
|
|
15.09
|
|
|
0.78
|
|
|
|
|
|
|
|
|
|||
December 31, 2015
|
|
30.00
|
|
|
19.26
|
|
|
0.78
|
|
September 30, 2015
|
|
34.04
|
|
|
22.04
|
|
|
0.78
|
|
June 30, 2015
|
|
41.75
|
|
|
30.43
|
|
|
0.78
|
|
March 31, 2015
|
|
47.71
|
|
|
35.10
|
|
|
0.78
|
|
•
|
less the amount of cash reserves established by our general partner to:
|
•
|
provide for the proper conduct of our business;
|
•
|
comply with applicable law, any of our debt instruments or other agreements; or
|
•
|
provide funds for distributions to our 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.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014 (a)
|
|
2013 (a)
|
|
2012 (a)
|
||||||||||
|
(Millions, except per unit amounts)
|
||||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, propane, NGLs and condensate
|
$
|
1,093
|
|
|
$
|
1,442
|
|
|
$
|
3,143
|
|
|
$
|
2,763
|
|
|
$
|
2,520
|
|
Transportation, processing and other
|
424
|
|
|
371
|
|
|
345
|
|
|
271
|
|
|
234
|
|
|||||
(Losses) gains from commodity derivative activity, net (b) (c)
|
(20
|
)
|
|
85
|
|
|
154
|
|
|
17
|
|
|
70
|
|
|||||
Total operating revenues
|
1,497
|
|
|
1,898
|
|
|
3,642
|
|
|
3,051
|
|
|
2,824
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of natural gas, propane and NGLs
|
946
|
|
|
1,246
|
|
|
2,795
|
|
|
2,426
|
|
|
2,215
|
|
|||||
Operating and maintenance expense
|
183
|
|
|
214
|
|
|
216
|
|
|
215
|
|
|
197
|
|
|||||
Depreciation and amortization expense
|
122
|
|
|
120
|
|
|
110
|
|
|
95
|
|
|
91
|
|
|||||
General and administrative expense
|
88
|
|
|
85
|
|
|
64
|
|
|
63
|
|
|
75
|
|
|||||
Goodwill impairment
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other expense, net
|
7
|
|
|
4
|
|
|
3
|
|
|
8
|
|
|
—
|
|
|||||
Gain on sale of assets
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating costs and expenses
|
1,299
|
|
|
1,751
|
|
|
3,188
|
|
|
2,807
|
|
|
2,578
|
|
|||||
Operating income
|
198
|
|
|
147
|
|
|
454
|
|
|
244
|
|
|
246
|
|
|||||
Interest expense
|
(94
|
)
|
|
(92
|
)
|
|
(86
|
)
|
|
(52
|
)
|
|
(42
|
)
|
|||||
Earnings from unconsolidated affiliates (d)
|
214
|
|
|
173
|
|
|
75
|
|
|
33
|
|
|
26
|
|
|||||
Income before income taxes
|
318
|
|
|
228
|
|
|
443
|
|
|
225
|
|
|
230
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
5
|
|
|
(6
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|||||
Net income
|
318
|
|
|
233
|
|
|
437
|
|
|
217
|
|
|
229
|
|
|||||
Net income attributable to noncontrolling interests
|
(6
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|
(17
|
)
|
|
(13
|
)
|
|||||
Net income attributable to partners
|
$
|
312
|
|
|
$
|
228
|
|
|
$
|
423
|
|
|
$
|
200
|
|
|
$
|
216
|
|
Net income attributable to predecessor operations (e)
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(25
|
)
|
|
(51
|
)
|
|||||
General partner interest in net income
|
(124
|
)
|
|
(124
|
)
|
|
(114
|
)
|
|
(70
|
)
|
|
(41
|
)
|
|||||
Net income allocable to limited partners
|
$
|
188
|
|
|
$
|
104
|
|
|
$
|
303
|
|
|
$
|
105
|
|
|
$
|
124
|
|
Net income per limited partner unit-basic and diluted
|
$
|
1.64
|
|
|
$
|
0.91
|
|
|
$
|
2.84
|
|
|
$
|
1.34
|
|
|
$
|
2.28
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014 (a)
|
|
2013 (a)
|
|
2012 (a)
|
||||||||||
|
(Millions, except per unit amounts)
|
||||||||||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
3,272
|
|
|
$
|
3,476
|
|
|
$
|
3,347
|
|
|
$
|
3,046
|
|
|
$
|
2,592
|
|
Total assets
|
$
|
5,161
|
|
|
$
|
5,477
|
|
|
$
|
5,722
|
|
|
$
|
4,567
|
|
|
$
|
3,645
|
|
Accounts payable
|
$
|
139
|
|
|
$
|
117
|
|
|
$
|
223
|
|
|
$
|
275
|
|
|
$
|
223
|
|
Long-term debt
|
$
|
1,750
|
|
|
$
|
2,424
|
|
|
$
|
2,044
|
|
|
$
|
1,590
|
|
|
$
|
1,620
|
|
Partners’ equity
|
$
|
2,601
|
|
|
$
|
2,772
|
|
|
$
|
2,993
|
|
|
$
|
1,985
|
|
|
$
|
1,447
|
|
Noncontrolling interests
|
$
|
32
|
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
228
|
|
|
$
|
189
|
|
Total equity
|
$
|
2,633
|
|
|
$
|
2,805
|
|
|
$
|
3,026
|
|
|
$
|
2,213
|
|
|
$
|
1,636
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash distributions declared per unit
|
$
|
3.1200
|
|
|
$
|
3.1200
|
|
|
$
|
3.0525
|
|
|
$
|
2.8630
|
|
|
$
|
2.7000
|
|
Cash distributions paid per unit
|
$
|
3.1200
|
|
|
$
|
3.1200
|
|
|
$
|
3.0050
|
|
|
$
|
2.8200
|
|
|
$
|
2.6600
|
|
(a)
|
Includes the effect of the following acquisitions prospectively from their respective dates of acquisition: (1) the remaining 49.9% interest in East Texas acquired from DCP Midstream, LLC in January 2012; (2) a 10% ownership interest in the Texas Express Pipeline acquired from Enterprise Products Partners, L.P. in April 2012; (3)
a 12.5% interest in the Enterprise fractionator and a 20% interest in the Mont Belvieu 1 fractionator, acquired from DCP Midstream, LLC in July 2012; (4) the Crossroads processing plant and 50% interest in CrossPoint Pipeline, LLC, acquired from Penn Virginia Resource Partners, L.P. in July 2012; (5) the O'Connor plant acquired from DCP
|
(b)
|
Includes the effect of the commodity derivative hedge instruments related to the Eagle Ford system, of which 33.33% was acquired from DCP Midstream, LLC in November 2012 and 46.67% was acquired in March 2013; the Goliad plant, of which 33.33% was acquired from DCP Midstream, LLC in December 2012 and 46.67% was acquired in March 2013 and the Southeast Texas storage business acquired from DCP Midstream, LLC in March 2012.
|
(c)
|
Prior to the acquisition of the remaining 49.9% limited liability company interest in East Texas in January 2012, we hedged our proportionate ownership of East Texas. Results shown include the unhedged portion of East Texas owned by DCP Midstream, LLC. Our consolidated results depict 66.67% unhedged through March 2012 corresponding with DCP Midstream, LLC’s ownership interest in Southeast Texas. Our consolidated results depict 100% of the Eagle Ford system unhedged through October 2012, and 66.67% from November 2012 through March 2013, and 20% from April 2013 through March 2014 corresponding with DCP Midstream, LLC’s ownership interest in the Eagle Ford system.
|
(d)
|
Includes our proportionate share of the earnings of our unconsolidated affiliates. Earnings include the amortization of the net difference between the carrying amount of the investments and the underlying equity of the entities.
|
(e)
|
Our consolidated financial statements include the historical assets, liabilities and results of operations of assets acquired from DCP Midstream, LLC, transactions between entities under common control, representing a change in reporting entity. Earnings for periods prior to these dropdowns are allocated to predecessor operations to derive net income allocable to limited partners. Accordingly, net income attributable to predecessor operations includes the remaining 66.67% interest in Southeast Texas and commodity derivative hedge instruments prior to the date of our acquisition from DCP Midstream, LLC in March 2012; the initial 33.33% interest in the Eagle Ford system prior to the date of our acquisition from DCP Midstream, LLC in November 2012; the additional 46.67%
interest in the Eagle Ford system prior to the date of our acquisition from DCP Midstream, LLC in March 2013 and the Lucerne 1 plant prior to the date of our acquisition from DCP Midstream, LLC in March 2014.
|
•
|
Our growing fee-based business represents a significant portion of our estimated margins.
|
•
|
We have positive operating cash flow from our well-positioned and diversified assets.
|
•
|
We have a well-defined and targeted hedging program.
|
•
|
We prudently manage our capital expenditures and focus on fee-based growth projects.
|
•
|
We believe we have a strong capital structure and balance sheet.
|
•
|
We believe we have access to sufficient capital.
|
•
|
The construction of a 200 MMcf/d cryogenic natural gas processing plant, Mewbourn 3 plant, located in the DJ Basin, which is expected to be in service in late 2018.
|
•
|
The Sand Hills pipeline mainline capacity expansion was placed into service during the second quarter of 2016. We are currently expanding the Sand Hills pipeline capacity to its full capacity of 365 MBbls/d, and the expansion is expected to be in service by the end of 2017.
|
•
|
On February 1, 2016, we began to participate in earnings for our 15% interest in the Panola intrastate NGL pipeline which completed an expansion in the third quarter of 2016.
|
•
|
In the first quarter of 2016, we completed construction on our Grand Parkway gathering system in the DJ Basin. We are currently expanding our Grand Parkway gathering system, and the expansion is expected to be in service by the end of 2018.
|
•
|
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. 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 the producer retaining title to all or a portion of the residue natural gas and/or the NGLs, in lieu of us returning sales proceeds to the producer. 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 to the price of NGLs and condensate.
|
|
|
Year Ended December 31,
|
|
Variance 2016 vs. 2015
|
|
Variance 2015 vs. 2014
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
(a) |
|
Increase
(Decrease) |
|
Percent
|
|
Increase
(Decrease) |
|
Percent
|
||||||||||||
|
(Millions, except operating data)
|
|
|
|
|
|||||||||||||||||||||
Operating revenues (b):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas Services
|
|
$
|
1,269
|
|
|
$
|
1,618
|
|
|
$
|
3,163
|
|
|
$
|
(349
|
)
|
|
(22
|
)%
|
|
$
|
(1,545
|
)
|
|
(49
|
)%
|
NGL Logistics
|
|
85
|
|
|
80
|
|
|
73
|
|
|
5
|
|
|
6
|
%
|
|
$
|
7
|
|
|
10
|
%
|
||||
Wholesale Propane Logistics
|
|
146
|
|
|
200
|
|
|
406
|
|
|
(54
|
)
|
|
(27
|
)%
|
|
$
|
(206
|
)
|
|
(51
|
)%
|
||||
Intra-segment eliminations
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
*
|
|
|
$
|
—
|
|
|
—
|
%
|
||||
Total operating revenues
|
|
1,497
|
|
|
1,898
|
|
|
3,642
|
|
|
(401
|
)
|
|
(21
|
)%
|
|
$
|
(1,744
|
)
|
|
(48
|
)%
|
||||
Purchases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas Services
|
|
(838
|
)
|
|
(1,103
|
)
|
|
(2,407
|
)
|
|
(265
|
)
|
|
(24
|
)%
|
|
(1,304
|
)
|
|
(54
|
)%
|
|||||
Wholesale Propane Logistics
|
|
(111
|
)
|
|
(143
|
)
|
|
(388
|
)
|
|
(32
|
)
|
|
(22
|
)%
|
|
(245
|
)
|
|
(63
|
)%
|
|||||
Intra-segment eliminations
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
*
|
|
|
—
|
|
|
—
|
%
|
|||||
Total purchases
|
|
(946
|
)
|
|
(1,246
|
)
|
|
(2,795
|
)
|
|
(300
|
)
|
|
(24
|
)%
|
|
(1,549
|
)
|
|
(55
|
)%
|
|||||
Operating and maintenance expense
|
|
(183
|
)
|
|
(214
|
)
|
|
(216
|
)
|
|
(31
|
)
|
|
(14
|
)%
|
|
(2
|
)
|
|
(1
|
)%
|
|||||
Depreciation and amortization expense
|
|
(122
|
)
|
|
(120
|
)
|
|
(110
|
)
|
|
2
|
|
|
2
|
%
|
|
10
|
|
|
9
|
%
|
|||||
General and administrative expense
|
|
(88
|
)
|
|
(85
|
)
|
|
(64
|
)
|
|
3
|
|
|
4
|
%
|
|
21
|
|
|
33
|
%
|
|||||
Goodwill impairment
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
|
*
|
|
|
82
|
|
|
*
|
|
|||||
Other expense
|
|
(7
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
3
|
|
|
75
|
%
|
|
1
|
|
|
33
|
%
|
|||||
Earnings from unconsolidated affiliates (c)
|
|
214
|
|
|
173
|
|
|
75
|
|
|
41
|
|
|
24
|
%
|
|
98
|
|
|
131
|
%
|
|||||
Interest expense
|
|
(94
|
)
|
|
(92
|
)
|
|
(86
|
)
|
|
2
|
|
|
2
|
%
|
|
6
|
|
|
7
|
%
|
|||||
Income tax benefit (expense)
|
|
—
|
|
|
5
|
|
|
(6
|
)
|
|
(5
|
)
|
|
*
|
|
|
11
|
|
|
*
|
|
|||||
Gain on sale of assets
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
*
|
|
|
—
|
|
|
—
|
%
|
|||||
Net income attributable to noncontrolling interests
|
|
(6
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|
1
|
|
|
20
|
%
|
|
(9
|
)
|
|
(64
|
)%
|
|||||
Net income attributable to partners
|
|
$
|
312
|
|
|
$
|
228
|
|
|
$
|
423
|
|
|
$
|
84
|
|
|
37
|
%
|
|
$
|
(195
|
)
|
|
(46
|
)%
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross margin (d):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas Services
|
|
$
|
431
|
|
|
$
|
515
|
|
|
$
|
756
|
|
|
$
|
(84
|
)
|
|
(16
|
)%
|
|
$
|
(241
|
)
|
|
(32
|
)%
|
NGL Logistics
|
|
85
|
|
|
80
|
|
|
$
|
73
|
|
|
$
|
5
|
|
|
6
|
%
|
|
$
|
7
|
|
|
10
|
%
|
||
Wholesale Propane Logistics
|
|
35
|
|
|
57
|
|
|
$
|
18
|
|
|
$
|
(22
|
)
|
|
(39
|
)%
|
|
$
|
39
|
|
|
217
|
%
|
||
Total gross margin
|
|
$
|
551
|
|
|
$
|
652
|
|
|
$
|
847
|
|
|
$
|
(101
|
)
|
|
(15
|
)%
|
|
$
|
(195
|
)
|
|
(23
|
)%
|
Non-cash commodity derivative mark-to-market
|
|
$
|
(108
|
)
|
|
$
|
(130
|
)
|
|
$
|
86
|
|
|
$
|
(22
|
)
|
|
(17
|
)%
|
|
$
|
(216
|
)
|
|
*
|
|
Natural gas throughput (MMcf/d) (e)
|
|
2,449
|
|
|
2,714
|
|
|
2,604
|
|
|
(265
|
)
|
|
(10
|
)%
|
|
110
|
|
|
4
|
%
|
|||||
NGL gross production (Bbls/d) (e)
|
|
154,959
|
|
|
161,007
|
|
|
157,722
|
|
|
(6,048
|
)
|
|
(4
|
)%
|
|
3,285
|
|
|
2
|
%
|
|||||
NGL pipelines throughput (Bbls/d) (e)
|
|
289,395
|
|
|
261,659
|
|
|
184,706
|
|
|
27,736
|
|
|
11
|
%
|
|
76,953
|
|
|
42
|
%
|
|||||
NGL fractionator throughput (Bbls/d) (e)
|
|
60,296
|
|
|
56,927
|
|
|
61,509
|
|
|
3,369
|
|
|
6
|
%
|
|
(4,582
|
)
|
|
(7
|
)%
|
|||||
Propane sales volume (Bbls/d)
|
|
13,309
|
|
|
15,685
|
|
|
18,335
|
|
|
(2,376
|
)
|
|
(15
|
)%
|
|
(2,650
|
)
|
|
(14
|
)%
|
(a)
|
Includes the results of our Lucerne 1 plant, retrospectively adjusted, which we acquired on March 28, 2014.
|
(b)
|
Operating revenues include the impact of commodity derivative activity.
|
(c)
|
Earnings for Discovery, Sand Hills, Southern Hills, Front Range, Mont Belvieu 1 and Texas Express include the amortization of the net difference between the carrying amount of the investments and the underlying equity of the entities.
|
(d)
|
Gross margin consists of total operating revenues, including commodity derivative activity, less purchases of natural gas, propane and NGLs. Segment gross margin for each segment consists of total operating revenues for that segment, including commodity derivative activity, less commodity purchases for that segment. Please read “Reconciliation of Non-GAAP Measures”.
|
(e)
|
For entities not wholly-owned by us, includes our share, based on our ownership percentage, of the throughput volumes and NGL production.
|
•
|
$349 million
decrease
for our Natural Gas Services segment primarily due to decreased commodity prices, lower gas and NGL sales volumes primarily related to our Eagle Ford and East Texas systems which impact both sales and purchases, lower prices and volumes at our natural gas storage and pipeline assets, unfavorable commodity derivative activity and the disposition of our Northern Louisiana system, partially offset by growth in our DJ Basin system; and
|
•
|
$54 million
decrease
for our Wholesale Propane Logistics segment primarily due to lower propane volumes and prices.
|
•
|
Purchases of natural gas and NGLs
decreased
$265 million
in
2016
compared to
2015
as a result of decreased commodity prices and lower gas and NGL sales volumes, primarily related to our Eagle Ford and East Texas systems, and decreased volumes at our natural gas storage and pipeline assets, which impact both sales and purchases; and
|
•
|
Purchases of propane
decreased
in
2016
compared to
2015
primarily due to decreased volumes as discussed below under the heading "Propane Sales Volumes" and lower propane prices which impact both sales and purchases.
|
•
|
$84 million
decrease
for our Natural Gas Services segment primarily related to unfavorable commodity derivative activity, lower commodity prices, and lower gas and NGL volumes on our Eagle Ford and East Texas systems and the disposition of our Northern Louisiana system, partially offset by growth in our DJ Basin system related to Lucerne 2 being placed into service mid-2015; and
|
•
|
$22 million
decrease
for our Wholesale Propane Logistics segment primarily due to lower prices and volumes as discussed below under the heading "Propane Sales Volumes" and a partial recovery of lower of cost or market inventory adjustments during the first quarter of 2015.
|
•
|
$1,545 million decrease for our Natural Gas Services segment primarily due to decreased commodity prices, lower NGL sales volumes which impact both sales and purchases, lower volumes at our natural gas storage and pipeline assets at the Southeast Texas system, unfavorable commodity derivative activity, a change in the contract structure at our Lucerne 1 plant and a favorable contractual producer settlement in 2014, partially offset by growth in our DJ Basin system; and
|
•
|
$206 million decrease for our Wholesale Propane Logistics segment primarily due to lower propane prices and volumes, partially offset by the conversion of one of our assets to a butane export facility.
|
•
|
$241 million decrease for our Natural Gas Services segment primarily related to lower commodity prices, unfavorable commodity derivative activity, lower volumes on our Eagle Ford system, lower volume and unit margins on our storage assets, a favorable contractual producer settlement in 2014; partially offset by higher valued product and contract mix, growth in our DJ Basin system and a decrease in non-cash lower of cost or market inventory adjustments.
|
•
|
$39 million increase for our Wholesale Propane Logistics segment primarily due to a partial recovery of non-cash lower of cost or market inventory adjustments recognized in the fourth quarter of 2014, higher unit margins, the conversion of one of our assets to a butane export facility, partially offset by a decrease in volumes as discussed below under the heading "Propane Sales Volumes".
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Variance
2016 vs. 2015 |
|
Variance
2015 vs. 2014 |
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
(a) |
|
Increase
(Decrease) |
|
Percent
|
|
Increase
(Decrease) |
|
Percent
|
||||||||||||
|
(Millions, except operating data)
|
|
|
|
|
|||||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales of natural gas, NGLs and condensate
|
|
$
|
960
|
|
|
$
|
1,254
|
|
|
$
|
2,737
|
|
|
$
|
(294
|
)
|
|
(23
|
)%
|
|
$
|
(1,483
|
)
|
|
(54
|
)%
|
Transportation, processing and other
|
|
328
|
|
|
279
|
|
|
269
|
|
|
49
|
|
|
18
|
%
|
|
10
|
|
|
4
|
%
|
|||||
(Losses) gains from commodity derivative activity
|
|
(19
|
)
|
|
85
|
|
|
157
|
|
|
(104
|
)
|
|
(122
|
)%
|
|
(72
|
)
|
|
(46
|
)%
|
|||||
Total operating revenues
|
|
1,269
|
|
|
1,618
|
|
|
3,163
|
|
|
(349
|
)
|
|
(22
|
)%
|
|
(1,545
|
)
|
|
(49
|
)%
|
|||||
Purchases of natural gas and NGLs
|
|
(838
|
)
|
|
(1,103
|
)
|
|
(2,407
|
)
|
|
(265
|
)
|
|
(24
|
)%
|
|
1,304
|
|
|
(54
|
)%
|
|||||
Operating and maintenance expense
|
|
(153
|
)
|
|
(184
|
)
|
|
(189
|
)
|
|
(31
|
)
|
|
(17
|
)%
|
|
(5
|
)
|
|
(3
|
)%
|
|||||
Depreciation and amortization expense
|
|
(111
|
)
|
|
(109
|
)
|
|
(101
|
)
|
|
2
|
|
|
2
|
%
|
|
8
|
|
|
8
|
%
|
|||||
Goodwill impairment
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
|
*
|
|
|
82
|
|
|
*
|
|
|||||
Other expense
|
|
(7
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(13
|
)%
|
|
6
|
|
|
300
|
%
|
|||||
Earnings from unconsolidated affiliates (b)
|
|
74
|
|
|
55
|
|
|
5
|
|
|
19
|
|
|
35
|
%
|
|
50
|
|
|
*
|
|
|||||
Gain on sale of assets
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
*
|
|
|
—
|
|
|
—
|
%
|
|||||
Segment net income
|
|
281
|
|
|
187
|
|
|
469
|
|
|
94
|
|
|
50
|
%
|
|
(282
|
)
|
|
(60
|
)%
|
|||||
Segment net income attributable to noncontrolling interests
|
|
(6
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|
1
|
|
|
20
|
%
|
|
(9
|
)
|
|
(64
|
)%
|
|||||
Segment net income attributable to partners
|
|
$
|
275
|
|
|
$
|
182
|
|
|
$
|
455
|
|
|
$
|
93
|
|
|
51
|
%
|
|
$
|
(273
|
)
|
|
(60
|
)%
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment gross margin (c)
|
|
$
|
431
|
|
|
$
|
515
|
|
|
$
|
756
|
|
|
$
|
(84
|
)
|
|
(16
|
)%
|
|
$
|
(241
|
)
|
|
(32
|
)%
|
Non-cash commodity derivative mark-to-market
|
|
$
|
(108
|
)
|
|
$
|
(133
|
)
|
|
$
|
89
|
|
|
$
|
25
|
|
|
19
|
%
|
|
$
|
(222
|
)
|
|
*
|
|
Natural gas throughput (MMcf/d) (d)
|
|
2,449
|
|
|
2,714
|
|
|
2,604
|
|
|
(265
|
)
|
|
(10
|
)%
|
|
110
|
|
|
4
|
%
|
|||||
NGL gross production (Bbls/d) (d)
|
|
154,959
|
|
|
161,007
|
|
|
157,722
|
|
|
(6,048
|
)
|
|
(4
|
)%
|
|
3,285
|
|
|
2
|
%
|
(a)
|
Includes the results of our Lucerne 1 plant, retrospectively adjusted, which we acquired on March 28, 2014.
|
(b)
|
For entities not wholly-owned by us, includes our share, based on our ownership percentage, of the earnings of all unconsolidated affiliates which include our 40% ownership of Discovery. Earnings for Discovery include the amortization of the net difference between the carrying amount of our investment and the underlying equity of the entity.
|
(c)
|
Segment gross margin consists of total operating revenues, including commodity derivative activity, less purchases of natural gas and NGLs. Please read “Reconciliation of Non-GAAP Measures”.
|
(d)
|
For entities not wholly-owned by us, includes our share, based on our ownership percentage, of the throughput volumes and NGL production.
|
•
|
$171 million
decrease
attributable to lower gas and NGL sales volumes, primarily related to production declines in our Eagle Ford and East Texas systems, which impacted both sales and purchases;
|
•
|
$104 million
decrease
as a result of commodity derivative activity attributable to an $129 million decrease in realized cash settlement gains in 2016, partially offset by a decrease in unrealized commodity derivative losses of $25 million due to movements in forward prices of commodities. Both cash settlements gains and unrealized commodity derivative losses were significantly impacted by the expiration of a substantial portion of our direct commodity hedges at the end of the first quarter of 2016;
|
•
|
$59 million
decrease
attributable to decreased commodity prices, which impacted both sales and purchases, before the impact of commodity derivative activity;
|
•
|
$32 million decrease related to the disposition of our Northern Louisiana system;
|
•
|
$18 million
decrease
attributable to decreased prices related to our natural gas storage and pipeline assets at our Southeast Texas system and Northern Louisiana system prior to its disposition on July 1, 2016; and
|
•
|
$14 million decrease attributable to decreased volumes related to our natural gas storage and pipeline assets at our Southeast Texas system, partially offset by increased volumes at our Northern Louisiana system prior to the disposition on July 1, 2016, which impacted both purchases and sales.
|
•
|
$49 million
increase
in Transportation, processing and other, comprised of a $58 million increase primarily in our DJ Basin system related to Lucerne 2 being placed into service in mid-2015 and Grand Parkway placed into service in January 2016, partially offset by a $9 million decrease primarily related to lower volumes on our East Texas and Eagle Ford systems and the disposal of our Northern Louisiana system.
|
•
|
$104 million
decrease
as a result of commodity derivative activity as discussed above;
|
•
|
$25 million
decrease
as a result of lower gas and NGL volumes primarily related to our Eagle Ford, East Texas and Southeast Texas systems;
|
•
|
$14 million decrease as a result of the disposition of our Northern Louisiana system; and
|
•
|
$13 million
decrease
as a result of lower commodity prices.
|
•
|
$58 million
increase
primarily as a result of higher fee revenue in our DJ Basin system related to Lucerne 2 being placed into service in mid-2015, and Grand Parkway placed into service in January 2016; and
|
•
|
$14 million increase primarily related to commercial activities at our Southeast Texas natural gas storage asset.
|
•
|
$822 million decrease attributable to decreased commodity prices, which impact both sales and purchases, before the impact of commodity derivative activity;
|
•
|
$481 million decrease primarily attributable to lower NGL sales volumes, which impact both sales and purchases, including the effects of contractual changes, higher ethane rejection and a third party outage;
|
•
|
$110 million decrease attributable to decreased prices related to our natural gas storage and pipeline assets at our Southeast Texas and Northern Louisiana systems;
|
•
|
$72 million decrease attributable to decreased volumes related to our natural gas storage and pipeline assets at our Southeast Texas system which impacts both purchases and sales;
|
•
|
$72 million decrease as a result of commodity derivative activity attributable to a $150 million increase in realized cash settlement gains in 2015, partially offset by an increase in unrealized commodity derivative losses of $222 million due to movements in forward prices of commodities;
|
•
|
$21 million decrease attributable to a change in the contract structure at our Lucerne 1 plant whereby revenues changed from a gross presentation to a net fee presentation; and
|
•
|
$14 million decrease due to a favorable contractual producer settlement in 2014.
|
•
|
$24 million increase attributable to growth in our DJ Basin system; and
|
•
|
$23 million attributable to increased volumes at our natural gas storage and pipeline assets related to our Northern Louisiana system, which impacts both purchases and sales.
|
•
|
$147 million decrease as a result of lower commodity prices;
|
•
|
$72 million decrease as a result of commodity derivative activity as discussed above;
|
•
|
$30 million decrease attributable to lower volumes on our Eagle Ford system;
|
•
|
$21 million decrease attributable to lower volume and unit margins on our natural gas storage assets; and
|
•
|
$14 million decrease as a result of a favorable contractual producer settlement in 2014;
|
•
|
$21 million increase as a result of higher valued product and contract mix;
|
•
|
$17 million increase as a result of growth in our DJ Basin system which includes the ramp-up of our Lucerne 2 plant which commenced operations in June 2015; and
|
•
|
$5 million increase related to a decrease in non-cash lower of cost or market inventory adjustments.
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Variance 2016 vs. 2015
|
|
Variance 2015 vs. 2014
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
Increase
(Decrease) |
|
Percent
|
|
Increase
(Decrease)
|
|
Percent
|
||||||||||||
|
(Millions, except operating data)
|
|||||||||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transportation, processing and other
|
|
$
|
85
|
|
|
$
|
80
|
|
|
73
|
|
|
$
|
5
|
|
|
6
|
%
|
|
7
|
|
|
10
|
%
|
||
Total operating revenues
|
|
85
|
|
|
80
|
|
|
73
|
|
|
5
|
|
|
6
|
%
|
|
7
|
|
|
10
|
%
|
|||||
Operating and maintenance expense
|
|
(22
|
)
|
|
(20
|
)
|
|
(16
|
)
|
|
2
|
|
|
10
|
%
|
|
4
|
|
|
25
|
%
|
|||||
Depreciation and amortization expense
|
|
(8
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
14
|
%
|
|||||
Other income (expense)
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
|
4
|
|
|
*
|
|
|
(5
|
)
|
|
*
|
|
|||||
Earnings from unconsolidated affiliates (a)
|
|
140
|
|
|
118
|
|
|
70
|
|
|
22
|
|
|
19
|
%
|
|
48
|
|
|
69
|
%
|
|||||
Segment net income attributable to partners
|
|
$
|
195
|
|
|
$
|
174
|
|
|
$
|
119
|
|
|
$
|
21
|
|
|
12
|
%
|
|
$
|
55
|
|
|
46
|
%
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment gross margin
|
|
$
|
85
|
|
|
$
|
80
|
|
|
73
|
|
|
$
|
5
|
|
|
6
|
%
|
|
7
|
|
|
10
|
%
|
||
NGL pipelines throughput (Bbls/d) (b)
|
|
289,395
|
|
|
261,659
|
|
|
184,706
|
|
|
27,736
|
|
|
11
|
%
|
|
76,953
|
|
|
42
|
%
|
|||||
NGL fractionator throughput (Bbls/d) (b)
|
|
60,296
|
|
|
56,927
|
|
|
61,509
|
|
|
3,369
|
|
|
6
|
%
|
|
(4,582
|
)
|
|
(7
|
)%
|
(a)
|
For entities not wholly-owned by us, includes our share, based on our ownership percentage, of the earnings of all unconsolidated affiliates which include our 33.33% ownership in each of the Sand Hills and Southern Hills pipelines, 33.33% ownership of the Front Range pipeline, 20% ownership of the Mont Belvieu 1 fractionator, 15% interest in the Panola intrastate pipeline, 12.5% ownership of the Mont Belvieu Enterprise fractionator and 10% ownership of the Texas Express pipeline. Earnings for Sand Hills, Southern Hills, Front Range, Mont Belvieu 1 and Texas Express include the amortization of the net difference between the carrying amount of our investments and the underlying equity of the entities.
|
(b)
|
For entities not wholly-owned by us, includes our share, based on our ownership percentage, of the throughput volumes of unconsolidated affiliates.
|
|
|
Year Ended December 31,
|
|
Variance 2016 vs. 2015
|
|
Variance 2015 vs. 2014
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
Increase
(Decrease) |
|
Percent
|
|
Increase
(Decrease)
|
|
Percent
|
||||||||||||
|
(Millions, except operating data)
|
|||||||||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales of propane
|
|
$
|
133
|
|
|
$
|
188
|
|
|
$
|
406
|
|
|
$
|
(55
|
)
|
|
(29
|
)%
|
|
$
|
(218
|
)
|
|
(54
|
)%
|
Storage, transportation and other
|
|
14
|
|
|
12
|
|
|
3
|
|
|
2
|
|
|
17
|
%
|
|
9
|
|
|
300
|
%
|
|||||
Losses from commodity derivative activity
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
*
|
|
|
3
|
|
|
100
|
%
|
|||||
Total operating revenues
|
|
146
|
|
|
200
|
|
|
406
|
|
|
(54
|
)
|
|
(27
|
)%
|
|
(206
|
)
|
|
(51
|
)%
|
|||||
Purchases of propane
|
|
(111
|
)
|
|
(143
|
)
|
|
(388
|
)
|
|
(32
|
)
|
|
(22
|
)%
|
|
(245
|
)
|
|
(63
|
)%
|
|||||
Operating and maintenance expense
|
|
(8
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
(20
|
)%
|
|
(1
|
)
|
|
(9
|
)%
|
|||||
Depreciation and amortization expense
|
|
(3
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
50
|
%
|
|||||
Segment net income attributable to partners
|
|
$
|
24
|
|
|
$
|
44
|
|
|
$
|
5
|
|
|
$
|
(20
|
)
|
|
(45
|
)%
|
|
$
|
39
|
|
|
780
|
%
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment gross margin (a)
|
|
$
|
35
|
|
|
$
|
57
|
|
|
$
|
18
|
|
|
$
|
(22
|
)
|
|
(39
|
)%
|
|
$
|
39
|
|
|
217
|
%
|
Non-cash commodity derivative mark-to-market
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
*
|
|
|
$
|
6
|
|
|
*
|
|
Propane sales volume (Bbls/d)
|
|
13,309
|
|
|
15,685
|
|
|
18,335
|
|
|
(2,376
|
)
|
|
(15
|
)%
|
|
(2,650
|
)
|
|
(14
|
)%
|
(a)
|
Segment gross margin consists of total operating revenues, including commodity derivative activity, less purchases of propane. Please read “Reconciliation of Non-GAAP Measures”.
|
•
|
$32 million
decrease
attributable to decreased volumes as discussed below under the heading "Propane Sales Volumes";
|
•
|
$21 million
decrease
attributable to lower propane prices which impacted both sales and purchases; and
|
•
|
$1 million decrease as a result of commodity derivative activity attributable to a decrease in unrealized commodity derivative gains of $3 million due to movements in forward prices of commodities, partially offset by a $2 million decrease in realized cash settlement losses in 2016.
|
•
|
$164 million decrease attributable to lower propane prices which impact both sales and purchases; and
|
•
|
$54 million decrease attributable to decreased volumes as discussed below under the heading "Propane Sales Volumes".
|
•
|
$9 million increase attributable to the conversion of one of our assets to a butane export facility;
|
•
|
$3 million increase as a result of commodity derivative activity attributable to a $6 million increase in unrealized commodity derivative gains due to movements in forward prices of commodities, partially offset by an increase in cash settlement losses of $3 million.
|
•
|
cash generated from operations;
|
•
|
cash distributions from our unconsolidated affiliates;
|
•
|
borrowings under our Amended and Restated Credit Agreement;
|
•
|
debt offerings;
|
•
|
issuances of additional common units, including issuances we may make to DCP Midstream, LLC;
|
•
|
borrowings under term loans; and
|
•
|
letters of credit.
|
•
|
quarterly distributions to our unitholders and general partner;
|
•
|
payments to service our debt;
|
•
|
growth capital expenditures;
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
575
|
|
|
$
|
650
|
|
|
$
|
524
|
|
Net cash provided by (used in) investing activities
|
$
|
94
|
|
|
$
|
(343
|
)
|
|
$
|
(1,236
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(670
|
)
|
|
$
|
(330
|
)
|
|
$
|
725
|
|
•
|
$6 million increase in cash attributable to higher net income in 2014, after adjusting our net income for non-cash items.
|
•
|
maintenance capital expenditures, which are cash expenditures to maintain our cash flows, operating or earnings capacity. These expenditures add on to or improve capital assets owned, including certain system integrity, compliance and safety improvements. Maintenance capital expenditures also include certain well connects, and may include the acquisition or construction of new capital assets; and
|
•
|
expansion capital expenditures, which are cash expenditures to increase our cash flows, operating or earnings capacity. Expansion capital expenditures include acquisitions or capital improvements (where we add on to or improve the capital assets owned, or acquire or construct new gathering lines and well connects, 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).
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||
|
Maintenance
Capital
Expenditures
|
|
Expansion
Capital
Expenditures
|
|
Total
Consolidated
Capital
Expenditures
|
|
Maintenance
Capital
Expenditures
|
|
Expansion
Capital
Expenditures
|
|
Total
Consolidated
Capital
Expenditures
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Our portion
|
$
|
10
|
|
|
$
|
27
|
|
|
$
|
37
|
|
|
$
|
25
|
|
|
$
|
255
|
|
|
$
|
280
|
|
Noncontrolling interest portion and reimbursable projects (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Total
|
$
|
10
|
|
|
$
|
27
|
|
|
$
|
37
|
|
|
$
|
26
|
|
|
$
|
255
|
|
|
$
|
281
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
|
Maintenance
Capital Expenditures |
|
Expansion
Capital Expenditures |
|
Total
Consolidated Capital Expenditures |
||||||
|
|
|||||||||||
Our portion
|
|
$
|
38
|
|
|
$
|
299
|
|
|
$
|
337
|
|
Noncontrolling interest portion and reimbursable projects (a)
|
|
(4
|
)
|
|
5
|
|
|
1
|
|
|||
Total
|
|
$
|
34
|
|
|
$
|
304
|
|
|
$
|
338
|
|
(a)
|
Represents the noncontrolling interest and reimbursable portion of our capital expenditures. We have entered into agreements with third parties whereby we will be reimbursed for certain expenditures. Depending on the timing of these payments, we may be reimbursed prior to incurring the capital expenditure.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
Thereafter
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Debt (a)
|
$
|
3,141
|
|
|
$
|
580
|
|
|
$
|
651
|
|
|
$
|
118
|
|
|
$
|
1,792
|
|
Operating lease obligations (b)
|
74
|
|
|
17
|
|
|
29
|
|
|
15
|
|
|
13
|
|
|||||
Purchase obligations (c)
|
82
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Other long-term liabilities (d)
|
37
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
31
|
|
|||||
Total
|
$
|
3,334
|
|
|
$
|
676
|
|
|
$
|
681
|
|
|
$
|
138
|
|
|
$
|
1,839
|
|
(a)
|
Includes interest payments on debt securities that have been issued. These interest payments are $
80 million
, $
131 million
, $
118 million
, and $
543 million
for less than one year, one to three years, three to five years, and thereafter, respectively.
|
(b)
|
Our operating lease obligations are contractual obligations and include railcar leases, which provide supply and storage infrastructure for our Wholesale Propane Logistics business and a firm transportation commitment within our Natural Gas Services business.
|
(c)
|
Our purchase obligations are contractual obligations and include purchase orders and non-cancelable construction agreements 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 or other market-based rates, the amount is based on the forward market prices or current market rates as of
December 31, 2016
. 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
$28 million
of asset retirement obligations of which an insignificant amount may be settled within the next five years,
$5 million
of gas purchase liability,
$3 million
of right of way liability and
$1 million
of environmental reserves recognized in the
December 31, 2016
consolidated balance sheet. In addition,
$6 million
of deferred state income taxes were excluded from the table above as the amount and timing of any payments are not subject to reasonable estimation.
|
•
|
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;
|
•
|
viability and performance of acquisitions and capital expenditure projects and the overall rates of return on investment opportunities; and
|
•
|
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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Reconciliation of Non-GAAP Measures
|
(Millions)
|
|||||||||||
|
|
|
|
|
|
|
||||||
Reconciliation of net income attributable to partners to gross margin:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Net income attributable to partners
|
|
$
|
312
|
|
|
$
|
228
|
|
|
$
|
423
|
|
Interest expense
|
|
94
|
|
|
92
|
|
|
86
|
|
|||
Income tax (benefit) expense
|
|
—
|
|
|
(5
|
)
|
|
6
|
|
|||
Operating and maintenance expense
|
|
183
|
|
|
214
|
|
|
216
|
|
|||
Depreciation and amortization expense
|
|
122
|
|
|
120
|
|
|
110
|
|
|||
General and administrative expense
|
|
88
|
|
|
85
|
|
|
64
|
|
|||
Goodwill impairment
|
|
—
|
|
|
82
|
|
|
—
|
|
|||
Other expense
|
|
7
|
|
|
4
|
|
|
3
|
|
|||
Earnings from unconsolidated affiliates
|
|
(214
|
)
|
|
(173
|
)
|
|
(75
|
)
|
|||
Gain on sale of assets
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to noncontrolling interests
|
|
6
|
|
|
5
|
|
|
14
|
|
|||
Gross margin
|
|
$
|
551
|
|
|
$
|
652
|
|
|
$
|
847
|
|
Non-cash commodity derivative mark-to-market (a)
|
|
$
|
(108
|
)
|
|
$
|
(130
|
)
|
|
$
|
86
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of segment net income attributable to partners to segment gross margin:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Natural Gas Services segment:
|
|
|
|
|
|
|
||||||
Segment net income attributable to partners
|
|
$
|
275
|
|
|
$
|
182
|
|
|
$
|
455
|
|
Operating and maintenance expense
|
|
153
|
|
|
184
|
|
|
189
|
|
|||
Depreciation and amortization expense
|
|
111
|
|
|
109
|
|
|
101
|
|
|||
Goodwill impairment
|
|
—
|
|
|
82
|
|
|
—
|
|
|||
Other expense
|
|
7
|
|
|
8
|
|
|
2
|
|
|||
Earnings from unconsolidated affiliates
|
|
(74
|
)
|
|
(55
|
)
|
|
(5
|
)
|
|||
Gain on sale of assets
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to noncontrolling interests
|
|
6
|
|
|
5
|
|
|
14
|
|
|||
Segment gross margin
|
|
$
|
431
|
|
|
$
|
515
|
|
|
$
|
756
|
|
Non-cash commodity derivative mark-to-market (a)
|
|
$
|
(108
|
)
|
|
$
|
(133
|
)
|
|
$
|
89
|
|
|
|
|
|
|
|
|
||||||
NGL Logistics segment:
|
|
|
|
|
|
|
||||||
Segment net income attributable to partners
|
|
$
|
195
|
|
|
$
|
174
|
|
|
$
|
119
|
|
Operating and maintenance expense
|
|
22
|
|
|
20
|
|
|
16
|
|
|||
Depreciation and amortization expense
|
|
8
|
|
|
8
|
|
|
7
|
|
|||
Other (income) expense
|
|
—
|
|
|
(4
|
)
|
|
1
|
|
|||
Earnings from unconsolidated affiliates
|
|
(140
|
)
|
|
(118
|
)
|
|
(70
|
)
|
|||
Segment gross margin
|
|
$
|
85
|
|
|
$
|
80
|
|
|
$
|
73
|
|
|
|
|
|
|
|
|
||||||
Wholesale Propane Logistics segment:
|
|
|
|
|
|
|
||||||
Segment net income attributable to partners
|
|
$
|
24
|
|
|
$
|
44
|
|
|
$
|
5
|
|
Operating and maintenance expense
|
|
8
|
|
|
10
|
|
|
11
|
|
|||
Depreciation and amortization expense
|
|
3
|
|
|
3
|
|
|
2
|
|
|||
Segment gross margin
|
|
$
|
35
|
|
|
$
|
57
|
|
|
$
|
18
|
|
Non-cash commodity derivative mark-to-market (a)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
(a)
|
Non-cash commodity derivative mark-to-market is included in gross margin and segment gross margin, along with cash settlements for our commodity derivative contracts.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
|||||||||||
Reconciliation of net income attributable to partners to adjusted segment EBITDA:
|
|
|
|
|
|
|
||||||
Natural Gas Services segment:
|
|
|
|
|
|
|
||||||
Segment net income attributable to partners (a)
|
|
$
|
275
|
|
|
$
|
182
|
|
|
$
|
455
|
|
Non-cash commodity derivative mark-to-market
|
|
108
|
|
|
133
|
|
|
(89
|
)
|
|||
Depreciation and amortization expense
|
|
111
|
|
|
109
|
|
|
101
|
|
|||
Goodwill impairment
|
|
—
|
|
|
82
|
|
|
—
|
|
|||
Noncontrolling interest portion of depreciation and income tax
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
Gain on sale of assets
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Other charges
|
|
7
|
|
|
10
|
|
|
—
|
|
|||
Adjusted segment EBITDA
|
|
$
|
453
|
|
|
$
|
515
|
|
|
$
|
464
|
|
NGL Logistics segment:
|
|
|
|
|
|
|
||||||
Segment net income attributable to partners
|
|
$
|
195
|
|
|
$
|
174
|
|
|
$
|
119
|
|
Depreciation and amortization expense
|
|
8
|
|
|
8
|
|
|
7
|
|
|||
Adjusted segment EBITDA
|
|
$
|
203
|
|
|
$
|
182
|
|
|
$
|
126
|
|
Wholesale Propane Logistics segment:
|
|
|
|
|
|
|
||||||
Segment net income attributable to partners (b)
|
|
$
|
24
|
|
|
$
|
44
|
|
|
$
|
5
|
|
Non-cash commodity derivative mark-to-market
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|||
Depreciation and amortization expense
|
|
3
|
|
|
3
|
|
|
2
|
|
|||
Adjusted segment EBITDA
|
|
$
|
27
|
|
|
$
|
44
|
|
|
$
|
10
|
|
(a)
|
Includes
$3 million
,
$6 million
and
$11 million
in the lower of cost or market adjustments for the
years ended
December 31, 2016
, 2015 and 2014, respectively.
|
(b)
|
There were no lower of cost or market adjustments for the year ended December 31, 2016. Includes
$2 million
and
$13 million
in the lower of cost or market adjustments for the
years ended
December 31, 2015 and 2014, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
General and administrative expense
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
17
|
|
General and administrative expense - affiliate:
|
|
|
|
|
|
||||||
Services/Omnibus Agreement
|
71
|
|
|
71
|
|
|
41
|
|
|||
Other - DCP Midstream, LLC
|
3
|
|
|
3
|
|
|
6
|
|
|||
Total affiliate
|
74
|
|
|
74
|
|
|
47
|
|
|||
Total
|
$
|
88
|
|
|
$
|
85
|
|
|
$
|
64
|
|
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ from Assumptions
|
|
|
|
|
|
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 assigning 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 primarily use a discounted cash flow analysis, supplemented by a market approach analysis, to perform the assessment. Key assumptions in the analysis include the use of an appropriate discount rate, terminal year multiples, and estimated future cash flows including an estimate of operating and general and administrative costs. In estimating cash flows, we incorporate current market information (including forecasted commodity prices and volumes), as well as historical and other factors. If our assumptions are not appropriate, or future events indicate that our goodwill is impaired, our net income would be impacted by the amount by which the carrying value exceeds the fair value of the reporting unit, to the extent of the balance of goodwill. The two reporting units that contain goodwill are not significantly impacted by the prices of commodities. Rather, they are volume based businesses that have the potential to be impacted by commodity prices should such prices remain depressed for a period of such duration that NGLs cease to be produced at levels requiring storage and distribution to end users. We did not record any goodwill impairment during the year ended December 31, 2016.
|
|
|
|
|
|
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. For purposes of this evaluation, long-lived assets with recovery periods in excess of the weighted average remaining useful life of our fixed assets are further analyzed to determine if a triggering event occurred. If it is determined that a triggering event has occurred, we prepare a quantitative evaluation 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 require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, future commodity prices, volumes, and operating costs, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, 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.
|
|
Using the impairment review methodology described herein, we have not recorded any impairment charges on long-lived assets during the year ended December 31, 2016. 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. If our forecast indicates lower commodity prices in future periods at a level and duration that results in producers curtailing or redirecting drilling in areas where we operate this may adversely affect our estimate of future operating results, which could result in future impairment due to the potential impact on our operations and cash flows.
|
|
|
|
|
|
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. We would then evaluate if the impairment is other than temporary.
|
|
Our impairment analyses 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. When there is evidence of an other than temporary loss in value, 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 significant impairment charges on investments in unconsolidated affiliates during the year ended December 31, 2016. 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 only if the loss is other than temporary. A period of lower commodity prices may adversely affect our estimate of future operating results, which could result in future impairment due to the potential impact on our operations and cash flows.
|
|
|
|
|
|
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 end of the contractual settlement period. 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 information 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, 2016 would have affected net income by approximately $1 million based on our net derivative position for the year ended December 31, 2016.
|
|
|
|
|
|
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 accretes 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 estimates 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, 2016 would have less than a $1 million impact on our net income.
|
Period
|
|
Commodity
|
|
Notional
Volume
- Short
Positions
|
|
Reference Price
|
|
Price Range
|
January 2017 — June 2017
|
|
Natural Gas
|
|
(67,500) MMBtu/d
|
|
NYMEX Final Settlement Price (b)
|
|
$2.77-$4.27/MMBtu
|
July 2017 — September 2017
|
|
Natural Gas
|
|
(62,500) MMBtu/d
|
|
NYMEX Final Settlement Price (b)
|
|
$3.20-$4.27/MMBtu
|
October 2017 — December 2017
|
|
Natural Gas
|
|
(60,000) MMBtu/d
|
|
NYMEX Final Settlement Price (b)
|
|
$3.28-$4.27/MMBtu
|
January 2017 — June 2017
|
|
NGLs
|
|
(16,821) Bbls/d (d)
|
|
Mt.Belvieu (c)
|
|
$0.22-$1.22/Gal
|
July 2017 — December 2017
|
|
NGLs
|
|
(16,634) Bbls/d (d)
|
|
Mt.Belvieu (c)
|
|
$0.28-$1.22/Gal
|
January 2017 — December 2017
|
|
Crude Oil
|
|
(3,000) Bbls/d (d)
|
|
NYMEX crude oil futures (a)
|
|
$49.08-$56.78/Bbl
|
January 2018 — February 2018
|
|
Crude Oil
|
|
(2,263) Bbls/d (d)
|
|
NYMEX crude oil futures (a)
|
|
$54.06-$56.61/Bbl
|
(a)
|
Monthly average of the daily close prices for the prompt month NYMEX light, sweet crude oil futures contract.
|
(b)
|
NYMEX final settlement price for natural gas futures contracts.
|
(c)
|
The average monthly OPIS price for Mt. Belvieu TET/Non-TET.
|
(d)
|
Average Bbls/d per time period.
|
|
Per Unit Decrease
|
|
Unit of
Measurement
|
|
Estimated
Decrease in
Annual Net
Income
Attributable to
Partners
|
||||
|
|
|
|
|
(Millions)
|
||||
Natural gas prices
|
$
|
0.10
|
|
|
MMBtu
|
|
$
|
7
|
|
Crude oil prices
|
$
|
1.00
|
|
|
Barrel
|
|
$
|
4
|
|
NGL prices
|
$
|
0.01
|
|
|
Gallon
|
|
$
|
5
|
|
|
Per Unit
Increase
|
|
Unit of
Measurement
|
|
Estimated
Mark-to-
Market Impact
(Decrease in
Net Income
Attributable to
Partners)
|
||||
|
|
|
|
|
(Millions)
|
||||
Natural gas prices
|
$
|
0.10
|
|
|
MMBtu
|
|
$
|
2
|
|
Crude oil prices
|
$
|
1.00
|
|
|
Barrel
|
|
$
|
1
|
|
NGL prices
|
$
|
0.01
|
|
|
Gallon
|
|
$
|
2
|
|
Period ended
|
|
Commodity
|
|
Notional Volume - Long
Positions
|
|
Fair Value
(millions)
|
|
Weighted
Average Price
|
||
|
|
|
|
|
|
|
|
|
||
December 31, 2016
|
|
Natural Gas
|
|
11,074,603 MMBtu
|
|
$
|
28
|
|
|
$2.56/MMBtu
|
Period
|
|
Commodity
|
|
Notional Volume -(Short)/Long
Positions
|
|
Fair Value
(millions)
|
|
Price Range
|
||
|
|
|
|
|
|
|
|
|
||
January 2017-April 2017
|
|
Natural Gas
|
|
(32,497,500) MMBtu
|
|
$
|
(21
|
)
|
|
$2.54 - $3.86/MMBtu
|
January 2017-October 2017
|
|
Natural Gas
|
|
19,517,500 MMBtu
|
|
$
|
11
|
|
|
$2.69 - $3.82/MMBtu
|
DCP MIDSTREAM, LP CONSOLIDATED FINANCIAL STATEMENTS:
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
|
|
Notes to Consolidated Financial Statements
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(Millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
2
|
|
Accounts receivable:
|
|
|
|
||||
Trade, net of allowance for doubtful accounts of $1 million
|
62
|
|
|
73
|
|
||
Affiliates
|
94
|
|
|
81
|
|
||
Inventories
|
44
|
|
|
43
|
|
||
Unrealized gains on derivative instruments
|
16
|
|
|
105
|
|
||
Other
|
10
|
|
|
2
|
|
||
Total current assets
|
227
|
|
|
306
|
|
||
Property, plant and equipment, net
|
3,272
|
|
|
3,476
|
|
||
Goodwill
|
72
|
|
|
72
|
|
||
Intangible assets, net
|
103
|
|
|
112
|
|
||
Investments in unconsolidated affiliates
|
1,475
|
|
|
1,493
|
|
||
Unrealized gains on derivative instruments
|
—
|
|
|
9
|
|
||
Other long-term assets
|
12
|
|
|
9
|
|
||
Total assets
|
$
|
5,161
|
|
|
$
|
5,477
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable:
|
|
|
|
||||
Trade
|
$
|
108
|
|
|
$
|
98
|
|
Affiliates
|
31
|
|
|
19
|
|
||
Current maturities of long-term debt
|
500
|
|
|
—
|
|
||
Unrealized losses on derivative instruments
|
29
|
|
|
18
|
|
||
Accrued interest
|
18
|
|
|
19
|
|
||
Accrued taxes
|
19
|
|
|
12
|
|
||
Other
|
29
|
|
|
34
|
|
||
Total current liabilities
|
734
|
|
|
200
|
|
||
Long-term debt
|
1,750
|
|
|
2,424
|
|
||
Unrealized losses on derivative instruments
|
—
|
|
|
1
|
|
||
Other long-term liabilities
|
44
|
|
|
47
|
|
||
Total liabilities
|
2,528
|
|
|
2,672
|
|
||
Commitments and contingent liabilities
|
|
|
|
||||
Equity:
|
|
|
|
||||
Limited partners (114,749,848 and 114,742,948 common units issued and outstanding, respectively)
|
2,591
|
|
|
2,762
|
|
||
General partner
|
18
|
|
|
18
|
|
||
Accumulated other comprehensive loss
|
(8
|
)
|
|
(8
|
)
|
||
Total partners’ equity
|
2,601
|
|
|
2,772
|
|
||
Noncontrolling interests
|
32
|
|
|
33
|
|
||
Total equity
|
2,633
|
|
|
2,805
|
|
||
Total liabilities and equity
|
$
|
5,161
|
|
|
$
|
5,477
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions, except per unit amounts)
|
||||||||||
Operating revenues:
|
|
|
|
|
|
||||||
Sales of natural gas, propane, NGLs and condensate
|
$
|
348
|
|
|
$
|
484
|
|
|
$
|
963
|
|
Sales of natural gas, propane, NGLs and condensate to affiliates
|
745
|
|
|
958
|
|
|
2,180
|
|
|||
Transportation, processing and other
|
257
|
|
|
253
|
|
|
239
|
|
|||
Transportation, processing and other to affiliates
|
167
|
|
|
118
|
|
|
106
|
|
|||
(Losses) gains from commodity derivative activity, net
|
(7
|
)
|
|
52
|
|
|
36
|
|
|||
(Losses) gains from commodity derivative activity, net — affiliates
|
(13
|
)
|
|
33
|
|
|
118
|
|
|||
Total operating revenues
|
1,497
|
|
|
1,898
|
|
|
3,642
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Purchases of natural gas, propane and NGLs
|
814
|
|
|
1,139
|
|
|
2,524
|
|
|||
Purchases of natural gas, propane and NGLs from affiliates
|
132
|
|
|
107
|
|
|
271
|
|
|||
Operating and maintenance expense
|
183
|
|
|
214
|
|
|
216
|
|
|||
Depreciation and amortization expense
|
122
|
|
|
120
|
|
|
110
|
|
|||
General and administrative expense
|
14
|
|
|
11
|
|
|
17
|
|
|||
General and administrative expense — affiliates
|
74
|
|
|
74
|
|
|
47
|
|
|||
Goodwill impairment
|
—
|
|
|
82
|
|
|
—
|
|
|||
Other expense, net
|
7
|
|
|
4
|
|
|
3
|
|
|||
Gain on sale of assets
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Total operating costs and expenses
|
1,299
|
|
|
1,751
|
|
|
3,188
|
|
|||
Operating income
|
198
|
|
|
147
|
|
|
454
|
|
|||
Interest expense
|
(94
|
)
|
|
(92
|
)
|
|
(86
|
)
|
|||
Earnings from unconsolidated affiliates
|
214
|
|
|
173
|
|
|
75
|
|
|||
Income before income taxes
|
318
|
|
|
228
|
|
|
443
|
|
|||
Income tax benefit (expense)
|
—
|
|
|
5
|
|
|
(6
|
)
|
|||
Net income
|
318
|
|
|
233
|
|
|
437
|
|
|||
Net income attributable to noncontrolling interests
|
(6
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|||
Net income attributable to partners
|
312
|
|
|
228
|
|
|
423
|
|
|||
Net income attributable to predecessor operations
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
General partner’s interest in net income
|
(124
|
)
|
|
(124
|
)
|
|
(114
|
)
|
|||
Net income allocable to limited partners
|
$
|
188
|
|
|
$
|
104
|
|
|
$
|
303
|
|
Net income per limited partner unit — basic and diluted
|
$
|
1.64
|
|
|
$
|
0.91
|
|
|
$
|
2.84
|
|
Weighted-average limited partner units outstanding — basic and diluted
|
114.7
|
|
|
114.6
|
|
|
106.6
|
|
|
Year Ended
December 31, |
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Net income
|
$
|
318
|
|
|
$
|
233
|
|
|
$
|
437
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Reclassification of cash flow hedge losses into earnings
|
—
|
|
|
1
|
|
|
2
|
|
|||
Total other comprehensive income
|
—
|
|
|
1
|
|
|
2
|
|
|||
Total comprehensive income
|
318
|
|
|
234
|
|
|
439
|
|
|||
Total comprehensive income attributable to noncontrolling interests
|
(6
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|||
Total comprehensive income attributable to partners
|
$
|
312
|
|
|
$
|
229
|
|
|
$
|
425
|
|
|
|
Partners’ Equity
|
|
|
|
|
||||||||||||||
|
|
Limited Partners
|
|
General Partner
|
|
Accumulated Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||
|
(Millions)
|
|||||||||||||||||||
Balance, January 1, 2016
|
|
$
|
2,762
|
|
|
$
|
18
|
|
|
$
|
(8
|
)
|
|
$
|
33
|
|
|
$
|
2,805
|
|
Net income
|
|
188
|
|
|
124
|
|
|
—
|
|
|
6
|
|
|
318
|
|
|||||
Distributions to limited partners and general partner
|
|
(359
|
)
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(483
|
)
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||
Balance, December 31, 2016
|
|
$
|
2,591
|
|
|
$
|
18
|
|
|
$
|
(8
|
)
|
|
$
|
32
|
|
|
$
|
2,633
|
|
|
Partners’ Equity
|
|
|
|
|
||||||||||||||
|
Limited
Partners
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive (Loss) Income |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||
|
(Millions)
|
||||||||||||||||||
Balance, January 1, 2015
|
$
|
2,984
|
|
|
$
|
18
|
|
|
$
|
(9
|
)
|
|
$
|
33
|
|
|
$
|
3,026
|
|
Net income
|
104
|
|
|
124
|
|
|
—
|
|
|
5
|
|
|
233
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Issuance of 793,080 common units to the public
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||
Distributions to limited partners and general partner
|
(358
|
)
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||
Contributions from DCP Midstream, LLC
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Balance, December 31, 2015
|
$
|
2,762
|
|
|
$
|
18
|
|
|
$
|
(8
|
)
|
|
$
|
33
|
|
|
$
|
2,805
|
|
|
Partners’ Equity
|
|
|
|
|
||||||||||||||||||
|
Predecessor
Equity |
|
Limited
Partners |
|
General
Partner |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Balance, January 1, 2014
|
$
|
40
|
|
|
$
|
1,948
|
|
|
$
|
8
|
|
|
$
|
(11
|
)
|
|
$
|
228
|
|
|
$
|
2,213
|
|
Net income
|
6
|
|
|
303
|
|
|
114
|
|
|
—
|
|
|
14
|
|
|
437
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Net change in parent advances
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Acquisition of Lucerne 1 plant
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
||||||
Issuance of 4,497,158 units to DCP Midstream, LLC and affiliates
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
||||||
Excess purchase price over carrying value of interests acquired in March 2014 Transactions
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
||||||
Issuance of 20,407,571 common units to the public
|
—
|
|
|
1,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,002
|
|
||||||
Distributions to limited partners and general partner
|
—
|
|
|
(316
|
)
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Purchase of additional interest in a subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
(198
|
)
|
||||||
Balance, December 31, 2014
|
$
|
—
|
|
|
$
|
2,984
|
|
|
$
|
18
|
|
|
$
|
(9
|
)
|
|
$
|
33
|
|
|
$
|
3,026
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
318
|
|
|
$
|
233
|
|
|
$
|
437
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
122
|
|
|
120
|
|
|
110
|
|
|||
Earnings from unconsolidated affiliates
|
(214
|
)
|
|
(173
|
)
|
|
(75
|
)
|
|||
Distributions from unconsolidated affiliates
|
258
|
|
|
201
|
|
|
120
|
|
|||
Net unrealized losses (gains) on derivative instruments
|
108
|
|
|
131
|
|
|
(86
|
)
|
|||
Gain on sale of assets
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
82
|
|
|
—
|
|
|||
Other, net
|
12
|
|
|
13
|
|
|
14
|
|
|||
Change in operating assets and liabilities, which provided (used) cash, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(3
|
)
|
|
110
|
|
|
68
|
|
|||
Inventories
|
(1
|
)
|
|
20
|
|
|
4
|
|
|||
Accounts payable
|
25
|
|
|
(90
|
)
|
|
(67
|
)
|
|||
Accrued interest
|
—
|
|
|
(2
|
)
|
|
8
|
|
|||
Other current assets and liabilities
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Other long-term assets and liabilities
|
—
|
|
|
5
|
|
|
(4
|
)
|
|||
Net cash provided by operating activities
|
575
|
|
|
650
|
|
|
524
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(37
|
)
|
|
(281
|
)
|
|
(338
|
)
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(102
|
)
|
|||
Acquisition of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(673
|
)
|
|||
Investments in unconsolidated affiliates, net
|
(29
|
)
|
|
(62
|
)
|
|
(151
|
)
|
|||
Proceeds from sale of assets
|
160
|
|
|
—
|
|
|
28
|
|
|||
Net cash provided by (used in) investing activities
|
94
|
|
|
(343
|
)
|
|
(1,236
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
1,972
|
|
|
1,554
|
|
|
719
|
|
|||
Payments of long-term debt
|
(2,152
|
)
|
|
(1,429
|
)
|
|
—
|
|
|||
Payments of commercial paper, net
|
—
|
|
|
—
|
|
|
(335
|
)
|
|||
Payments of deferred financing costs
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Excess purchase price over acquired interests
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Proceeds from issuance of common units, net of offering costs
|
—
|
|
|
31
|
|
|
1,001
|
|
|||
Net change in advances to predecessor from DCP Midstream, LLC
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Distributions to limited partners and general partner
|
(483
|
)
|
|
(482
|
)
|
|
(420
|
)
|
|||
Distributions to noncontrolling interests
|
(7
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|||
Purchase of additional interest in a subsidiary
|
—
|
|
|
—
|
|
|
(198
|
)
|
|||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
3
|
|
|||
Contributions from DCP Midstream, LLC
|
—
|
|
|
1
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(670
|
)
|
|
(330
|
)
|
|
725
|
|
|||
Net change in cash and cash equivalents
|
(1
|
)
|
|
(23
|
)
|
|
13
|
|
|||
Cash and cash equivalents, beginning of period
|
2
|
|
|
25
|
|
|
12
|
|
|||
Cash and cash equivalents, end of period
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
25
|
|
Classification of Contract
|
Accounting Method
|
Presentation of Gains & Losses or Revenue & Expense
|
Cash Flow Hedge
|
Hedge method (a)
|
Gross basis in the same consolidated statements of operations category as the related hedged item
|
|
|
|
Fair Value Hedge
|
Hedge method (a)
|
Gross basis in the same consolidated statements of operations category as the related hedged item
|
|
|
|
Normal Purchases or Normal Sales
|
Accrual method (b)
|
Gross basis upon settlement in the corresponding consolidated statements of operations category based on purchase or sale
|
|
|
|
Other Non-Trading Derivative Activity
|
Mark-to-market method (c)
|
Net basis in gains and losses from commodity derivative activity
|
(a)
|
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 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.
|
(b)
|
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 impacts earnings.
|
(c)
|
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.
|
•
|
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
|
•
|
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.
|
•
|
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; and fractionating, storing and transporting NGLs. 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 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,
|
•
|
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 propane distributors, who in turn resell to their customers. Our sales of propane are not contingent upon the resale of propane by propane distributors to their customers.
|
•
|
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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Millions)
|
||||||||||
Services Agreement
|
|
$
|
71
|
|
|
$
|
71
|
|
|
$
|
41
|
|
Other fees — DCP Midstream, LLC
|
|
3
|
|
|
3
|
|
|
6
|
|
|||
Total — DCP Midstream, LLC
|
|
$
|
74
|
|
|
$
|
74
|
|
|
$
|
47
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Millions)
|
||||||||||
DCP Midstream, LLC:
|
|
|
|
|
|
|
||||||
Sales of natural gas, propane, NGLs and condensate
|
|
$
|
745
|
|
|
$
|
958
|
|
|
$
|
2,179
|
|
Transportation, processing and other
|
|
$
|
167
|
|
|
$
|
118
|
|
|
$
|
92
|
|
Purchases of natural gas, propane and NGLs
|
|
$
|
100
|
|
|
$
|
61
|
|
|
$
|
194
|
|
(Losses) gains from commodity derivative activity, net
|
|
$
|
(13
|
)
|
|
$
|
33
|
|
|
$
|
118
|
|
Operating and maintenance expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
General and administrative expense
|
|
$
|
74
|
|
|
$
|
74
|
|
|
$
|
47
|
|
Phillips 66:
|
|
|
|
|
|
|
||||||
Sales of natural gas, propane, NGLs and condensate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Spectra Energy:
|
|
|
|
|
|
|
||||||
Purchases of natural gas, propane and NGLs
|
|
$
|
32
|
|
|
$
|
46
|
|
|
$
|
77
|
|
Transportation, processing and other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Other income
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(Millions)
|
||||||
DCP Midstream, LLC:
|
|
|
|
||||
Accounts receivable
|
$
|
94
|
|
|
$
|
81
|
|
Accounts payable
|
$
|
28
|
|
|
$
|
15
|
|
Unrealized gains on derivative instruments — current
|
$
|
15
|
|
|
$
|
32
|
|
Unrealized gains on derivative instruments — long-term
|
$
|
—
|
|
|
$
|
9
|
|
Unrealized losses on derivative instruments — current
|
$
|
22
|
|
|
$
|
18
|
|
Unrealized losses on derivative instruments — long-term
|
$
|
—
|
|
|
$
|
1
|
|
Spectra Energy:
|
|
|
|
||||
Accounts payable
|
$
|
3
|
|
|
$
|
4
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(Millions)
|
||||||
Natural gas
|
$
|
28
|
|
|
$
|
29
|
|
NGLs
|
16
|
|
|
14
|
|
||
Total inventories
|
$
|
44
|
|
|
$
|
43
|
|
|
Depreciable
Life
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
|
|
(Millions)
|
||||||
Gathering and transmission systems
|
20 — 50 Years
|
|
$
|
2,046
|
|
|
$
|
2,337
|
|
Processing, storage, and terminal facilities
|
35 — 60 Years
|
|
2,342
|
|
|
2,327
|
|
||
Other
|
3 — 30 Years
|
|
63
|
|
|
64
|
|
||
Construction work in progress
|
|
|
89
|
|
|
122
|
|
||
Property, plant and equipment
|
|
|
4,540
|
|
|
4,850
|
|
||
Accumulated depreciation
|
|
|
(1,268
|
)
|
|
(1,374
|
)
|
||
Property, plant and equipment, net
|
|
|
$
|
3,272
|
|
|
$
|
3,476
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
|
Natural Gas Services
|
|
NGL Logistics
|
|
Wholesale Propane Logistics
|
|
Total
|
|
Natural Gas Services
|
|
NGL Logistics
|
|
Wholesale Propane Logistics
|
|
Total
|
||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||
Balance, beginning of period
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
37
|
|
|
$
|
72
|
|
|
$
|
82
|
|
|
$
|
35
|
|
|
$
|
37
|
|
|
$
|
154
|
|
Impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
||||||||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
37
|
|
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
37
|
|
|
$
|
72
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Gross carrying amount
|
$
|
164
|
|
|
$
|
164
|
|
Accumulated amortization
|
(61
|
)
|
|
(52
|
)
|
||
Intangible assets, net
|
$
|
103
|
|
|
$
|
112
|
|
|
|
|
|
|
|
|
Carrying Value as of
|
||||||
|
Percentage
Ownership
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
|
|
(Millions)
|
||||||
DCP Sand Hills Pipeline, LLC
|
33.33%
|
|
$
|
454
|
|
|
$
|
441
|
|
Discovery Producer Services LLC
|
40%
|
|
386
|
|
|
406
|
|
||
DCP Southern Hills Pipeline, LLC
|
33.33%
|
|
315
|
|
|
318
|
|
||
Front Range Pipeline LLC
|
33.33%
|
|
165
|
|
|
170
|
|
||
Texas Express Pipeline LLC
|
10%
|
|
93
|
|
|
96
|
|
||
Mont Belvieu Enterprise Fractionator
|
12.5%
|
|
23
|
|
|
25
|
|
||
Panola Pipeline Company, LLC
|
15%
|
|
25
|
|
|
19
|
|
||
Mont Belvieu 1 Fractionator
|
20%
|
|
10
|
|
|
11
|
|
||
Other
|
Various
|
|
4
|
|
|
7
|
|
||
Total investments in unconsolidated affiliates
|
|
|
$
|
1,475
|
|
|
$
|
1,493
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
|||||||||||
Discovery Producer Services LLC
|
|
$
|
74
|
|
|
$
|
55
|
|
|
5
|
|
|
DCP Sand Hills Pipeline, LLC
|
|
61
|
|
|
55
|
|
|
24
|
|
|||
DCP Southern Hills Pipeline, LLC
|
|
24
|
|
|
14
|
|
|
13
|
|
|||
Front Range Pipeline LLC
|
|
19
|
|
|
17
|
|
|
2
|
|
|||
Mont Belvieu Enterprise Fractionator
|
|
16
|
|
|
15
|
|
|
16
|
|
|||
Mont Belvieu 1 Fractionator
|
|
10
|
|
|
9
|
|
|
12
|
|
|||
Texas Express Pipeline LLC
|
|
8
|
|
|
8
|
|
|
3
|
|
|||
Panola Pipeline Company, LLC
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
Total earnings from unconsolidated affiliates
|
|
$
|
214
|
|
|
$
|
173
|
|
|
$
|
75
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
|||||||||||
Statements of operations (a):
|
|
|
|
|
|
|
||||||
Operating revenue
|
|
$
|
1,321
|
|
|
$
|
1,172
|
|
|
$
|
826
|
|
Operating expenses
|
|
$
|
552
|
|
|
$
|
540
|
|
|
$
|
475
|
|
Net income
|
|
$
|
765
|
|
|
$
|
630
|
|
|
$
|
349
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(Millions)
|
||||||
Balance sheets (a):
|
|
|
|
||||
Current assets
|
$
|
196
|
|
|
$
|
182
|
|
Long-term assets
|
5,272
|
|
|
5,200
|
|
||
Current liabilities
|
(166
|
)
|
|
(170
|
)
|
||
Long-term liabilities
|
(202
|
)
|
|
(216
|
)
|
||
Net assets
|
$
|
5,100
|
|
|
$
|
4,996
|
|
•
|
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 positions 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.
|
•
|
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.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Carrying
Value
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity derivatives (a)
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
83
|
|
|
$
|
22
|
|
|
$
|
105
|
|
Short-term investments (b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity derivatives (c)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity derivatives (d)
|
$
|
(1
|
)
|
|
$
|
(23
|
)
|
|
$
|
(5
|
)
|
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity derivatives (e)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
(a)
|
Included in current unrealized gains on derivative instruments in our consolidated balance sheets.
|
(b)
|
Includes short-term money market securities included in cash and cash equivalents in our consolidated balance sheets.
|
(c)
|
Included in long-term unrealized gains on derivative instruments in our consolidated balance sheets.
|
(d)
|
Included in current unrealized losses on derivative instruments in our consolidated balance sheets.
|
(e)
|
Included in long-term unrealized losses on derivative instruments in our consolidated balance sheets.
|
|
|
Commodity Derivative Instruments
|
||||||||||||||
|
Current
Assets
|
|
Long-
Term
Assets
|
|
Current
Liabilities
|
|
Long-
Term
Liabilities
|
||||||||
|
(Millions)
|
||||||||||||||
Year ended December 31, 2016 (a):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net unrealized losses included in earnings (b)
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
Settlements
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Net unrealized gains (losses) on derivatives still held included in earnings (b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Year ended December 31, 2015 (a):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
138
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net unrealized gains (losses) included in earnings (b)
|
29
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net unrealized gains (losses) on derivatives still held included in earnings (b)
|
$
|
21
|
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
There were no purchases, issuances or sales of derivatives or transfers into/out of Level 3 for the
years ended
December 31, 2016
and
2015
.
|
(b)
|
Represents the amount of total gains or losses for the period, included in gains or losses from commodity derivative activity, net.
|
|
December 31, 2016
|
|
|
||||
Product Group
|
Fair Value
|
|
Forward
Curve Range
|
|
|
||
|
(Millions)
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
NGLs
|
$
|
(5
|
)
|
|
$0.66-$1.23
|
|
Per gallon
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying Value (a)
|
|
Fair Value
|
|
Carrying Value (a)
|
|
Fair Value
|
||||||||
|
(Millions)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
|
$
|
2,066
|
|
|
$
|
2,022
|
|
|
$
|
2,063
|
|
|
$
|
1,650
|
|
Amended and Restated Credit Agreement
|
|
$
|
195
|
|
|
$
|
195
|
|
|
$
|
375
|
|
|
$
|
375
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(Millions)
|
||||||
Amended and Restated Credit Agreement
|
|
|
|
||||
Revolving credit facility, weighted-average variable interest rate of 2.01% and 1.57%, as of December 31, 2016 and 2015
, respe
ctively, due May 1, 2019
|
$
|
195
|
|
|
$
|
375
|
|
Debt Securities
|
|
|
|
||||
Issued November 27, 2012, interest at 2.50% payable semi-annually, due December 1, 2017
|
500
|
|
|
500
|
|
||
Issued March 13, 2014, interest at 2.70% payable semi-annually, due April 1, 2019
|
325
|
|
|
325
|
|
||
Issued March 13, 2012, interest at 4.95% payable semi-annually, due April 1, 2022
|
350
|
|
|
350
|
|
||
Issued March 14, 2013, interest at 3.875% payable semi-annually, due March 15, 2023
|
500
|
|
|
500
|
|
||
Issued March 13, 2014, interest at 5.60% payable semi-annually, due April 1, 2044
|
400
|
|
|
400
|
|
||
Unamortized issuance costs
|
(11
|
)
|
|
(14
|
)
|
||
Unamortized discount
|
(9
|
)
|
|
(12
|
)
|
||
Total debt
|
2,250
|
|
|
2,424
|
|
||
Current maturities of long-term debt
|
500
|
|
|
—
|
|
||
Total long-term debt
|
$
|
1,750
|
|
|
$
|
2,424
|
|
|
Debt
Maturities
|
||
|
(Millions)
|
||
2017
|
$
|
500
|
|
2018
|
—
|
|
|
2019
|
520
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
Thereafter
|
1,250
|
|
|
|
2,270
|
|
|
Unamortized issuance costs
|
(11
|
)
|
|
Unamortized discount
|
(9
|
)
|
|
Total
|
$
|
2,250
|
|
•
|
If we were to have an effective event of default under our Amended and Restated 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.
|
•
|
Our ISDA counterparties generally have collateral thresholds of zero, requiring us to fully collateralize any commodity contracts in a net liability position, when our credit rating is below investment grade.
|
•
|
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 other credit arrangements and the amount of the default is above certain predefined thresholds, which are significantly high and are generally consistent with the terms of our Amended and Restated Credit Agreement. As of
December 31, 2016
, we were not a party to any agreements that would trigger the cross-default provisions.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross Amounts
of Assets and
(Liabilities)
Presented in the
Balance Sheet
|
|
Amounts Not
Offset in the
Balance Sheet -
Financial
Instruments (a)
|
|
Net
Amount
|
|
Gross Amounts
of Assets and
(Liabilities)
Presented in the
Balance Sheet
|
|
Amounts Not
Offset in the
Balance Sheet -
Financial
Instruments (a)
|
|
Net
Amount
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
16
|
|
|
$
|
(15
|
)
|
|
$
|
1
|
|
|
$
|
114
|
|
|
$
|
(19
|
)
|
|
$
|
95
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
(29
|
)
|
|
$
|
15
|
|
|
$
|
(14
|
)
|
|
$
|
(19
|
)
|
|
$
|
19
|
|
|
$
|
—
|
|
(a)
|
There is no cash collateral pledged or received against these positions.
|
Balance Sheet Line Item
|
December 31,
2016 |
|
December 31,
2015 |
|
Balance Sheet Line Item
|
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
|
(Millions)
|
|
|
|
(Millions)
|
||||||||||||
Derivative Assets Not Designated as Hedging Instruments:
|
|
Derivative Liabilities Not Designated as Hedging Instruments:
|
|||||||||||||||
Commodity derivatives:
|
|
|
|
|
Commodity derivatives:
|
|
|
|
|
||||||||
Unrealized gains on derivative instruments — current
|
$
|
16
|
|
|
$
|
105
|
|
|
Unrealized losses on derivative instruments — current
|
|
$
|
(29
|
)
|
|
$
|
(18
|
)
|
Unrealized gains on derivative instruments — long-term
|
—
|
|
|
9
|
|
|
Unrealized losses on derivative instruments — long-term
|
|
—
|
|
|
(1
|
)
|
||||
Total
|
$
|
16
|
|
|
$
|
114
|
|
|
Total
|
|
$
|
(29
|
)
|
|
$
|
(19
|
)
|
|
|
Interest
Rate Cash Flow Hedges |
|
|
|
Commodity
Cash Flow Hedges |
|
Foreign
Currency Cash Flow Hedges (a) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||||
Net deferred (losses) gains in AOCI (beginning balance)
|
$
|
(3
|
)
|
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
(8
|
)
|
Net deferred (losses) gains in AOCI (ending balance)
|
$
|
(3
|
)
|
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
(8
|
)
|
(a)
|
Relates to Discovery, an unconsolidated affiliate.
|
|
Interest
Rate Cash Flow Hedges |
|
|
|
Commodity
Cash Flow Hedges |
|
Foreign
Currency Cash Flow Hedges (a) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||||
Net deferred (losses) gains in AOCI (beginning balance)
|
$
|
(4
|
)
|
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
(9
|
)
|
Losses reclassified from AOCI to earnings — effective portion
|
1
|
|
|
(b)
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net deferred (losses) gains in AOCI (ending balance)
|
$
|
(3
|
)
|
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
(8
|
)
|
(a)
|
Relates to Discovery, an unconsolidated affiliate.
|
(b)
|
Included in interest expense in our consolidated statements of operations.
|
Commodity Derivatives: Statements of Operations Line Item
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
|||||||||||
Third party:
|
|
|
|
|
|
|
||||||
Realized gains (losses)
|
|
$
|
72
|
|
|
$
|
158
|
|
|
$
|
(2
|
)
|
Unrealized (losses) gains
|
|
(79
|
)
|
|
(106
|
)
|
|
38
|
|
|||
(Losses) gains from commodity derivative activity, net
|
|
$
|
(7
|
)
|
|
$
|
52
|
|
|
$
|
36
|
|
Affiliates:
|
|
|
|
|
|
|
||||||
Realized gains
|
|
$
|
16
|
|
|
$
|
57
|
|
|
$
|
70
|
|
Unrealized (losses) gains
|
|
(29
|
)
|
|
(24
|
)
|
|
48
|
|
|||
(Losses) gains from commodity derivative activity, net —affiliates
|
|
$
|
(13
|
)
|
|
$
|
33
|
|
|
$
|
118
|
|
|
December 31, 2016
|
||||||||||
|
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)
|
||||
2017
|
(212,000
|
)
|
|
(21,192,500
|
)
|
|
(1,605,000
|
)
|
|
1,567,500
|
|
2018
|
(28,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
December 31, 2015
|
||||||||||
|
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)
|
||||
2016
|
(1,408,672
|
)
|
|
(15,881,064
|
)
|
|
(813,267
|
)
|
|
2,665,000
|
|
2017
|
—
|
|
|
(7,387,500
|
)
|
|
—
|
|
|
1,800,000
|
|
•
|
less the amount of cash reserves established by the general partner to:
|
•
|
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.
|
•
|
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.
|
Payment Date
|
Per Unit
Distribution
|
|
Total Cash
Distribution
|
||||
|
|
|
(Millions)
|
||||
November 14, 2016
|
$
|
0.7800
|
|
|
$
|
120
|
|
August 12, 2016
|
$
|
0.7800
|
|
|
$
|
121
|
|
May 13, 2016
|
$
|
0.7800
|
|
|
$
|
121
|
|
February 12, 2016
|
$
|
0.7800
|
|
|
$
|
121
|
|
November 13, 2015
|
$
|
0.7800
|
|
|
$
|
120
|
|
August 14, 2015
|
$
|
0.7800
|
|
|
$
|
121
|
|
May 15, 2015
|
$
|
0.7800
|
|
|
$
|
121
|
|
February 13, 2015
|
$
|
0.7800
|
|
|
$
|
120
|
|
November 14, 2014
|
$
|
0.7700
|
|
|
$
|
117
|
|
August 14, 2014
|
$
|
0.7575
|
|
|
$
|
111
|
|
May 15, 2014
|
$
|
0.7450
|
|
|
$
|
106
|
|
February 14, 2014
|
$
|
0.7325
|
|
|
$
|
86
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Current state income tax expense
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Deferred state income tax (benefit) expense
|
(2
|
)
|
|
(5
|
)
|
|
3
|
|
|||
Total income tax (benefit) expense
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
6
|
|
|
|
|
|
|
|
|
(Millions)
|
||
2017
|
$
|
17
|
|
2018
|
15
|
|
|
2019
|
14
|
|
|
2020
|
10
|
|
|
2021
|
5
|
|
|
Thereafter
|
13
|
|
|
Total minimum rental payments
|
$
|
74
|
|
|
|
|
|
|
Natural Gas
Services
|
|
NGL
Logistics
|
|
Wholesale
Propane
Logistics
|
|
Other
|
|
Eliminations (e)
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Total operating revenue
|
$
|
1,269
|
|
|
$
|
85
|
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
1,497
|
|
Gross margin (a)
|
$
|
431
|
|
|
$
|
85
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
551
|
|
Operating and maintenance expense
|
(153
|
)
|
|
(22
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
||||||
Depreciation and amortization expense
|
(111
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
||||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
(88
|
)
|
||||||
Other expense
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Earnings from unconsolidated affiliates
|
74
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
(94
|
)
|
||||||
Gain on sale of assets
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
||||||
Net income (loss)
|
$
|
281
|
|
|
$
|
195
|
|
|
$
|
24
|
|
|
$
|
(182
|
)
|
|
$
|
—
|
|
|
$
|
318
|
|
Net income attributable to noncontrolling interests
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Net income (loss) attributable to partners
|
$
|
275
|
|
|
$
|
195
|
|
|
$
|
24
|
|
|
$
|
(182
|
)
|
|
$
|
—
|
|
|
$
|
312
|
|
Non-cash derivative mark-to-market (b)
|
$
|
(108
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(108
|
)
|
Non-cash lower of cost or market adjustments
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Capital expenditures
|
$
|
27
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37
|
|
Investments in unconsolidated affiliates, net
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
Natural Gas
Services |
|
NGL
Logistics
|
|
Wholesale
Propane
Logistics
|
|
Other
|
|
Total
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Total operating revenue
|
$
|
1,618
|
|
|
$
|
80
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
1,898
|
|
Gross margin (a)
|
$
|
515
|
|
|
$
|
80
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
652
|
|
Operating and maintenance expense
|
(184
|
)
|
|
(20
|
)
|
|
(10
|
)
|
|
—
|
|
|
(214
|
)
|
|||||
Depreciation and amortization expense
|
(109
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
—
|
|
|
(120
|
)
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(85
|
)
|
|||||
Goodwill impairment
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|||||
Other (expense) income
|
(8
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Earnings from unconsolidated affiliates
|
55
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
173
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
(92
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||
Net income (loss)
|
$
|
187
|
|
|
$
|
174
|
|
|
$
|
44
|
|
|
$
|
(172
|
)
|
|
$
|
233
|
|
Net income attributable to noncontrolling interests
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Net income (loss) attributable to partners
|
$
|
182
|
|
|
$
|
174
|
|
|
$
|
44
|
|
|
$
|
(172
|
)
|
|
$
|
228
|
|
Non-cash derivative mark-to-market (b)
|
$
|
(133
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
(131
|
)
|
Non-cash lower of cost or market adjustments
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Capital expenditures
|
$
|
240
|
|
|
$
|
37
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
281
|
|
Investments in unconsolidated affiliates, net
|
$
|
15
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
Natural Gas
Services (c) |
|
NGL
Logistics |
|
Wholesale
Propane Logistics |
|
Other
|
|
Total
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Total operating revenue
|
$
|
3,163
|
|
|
$
|
73
|
|
|
$
|
406
|
|
|
$
|
—
|
|
|
$
|
3,642
|
|
Gross margin (a)
|
$
|
756
|
|
|
$
|
73
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
847
|
|
Operating and maintenance expense
|
(189
|
)
|
|
(16
|
)
|
|
(11
|
)
|
|
—
|
|
|
(216
|
)
|
|||||
Depreciation and amortization expense
|
(101
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
|
(110
|
)
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(64
|
)
|
|||||
Other expense
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Earnings from unconsolidated affiliates
|
5
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
(86
|
)
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||
Net income (loss)
|
$
|
469
|
|
|
$
|
119
|
|
|
$
|
5
|
|
|
$
|
(156
|
)
|
|
$
|
437
|
|
Net income attributable to noncontrolling interests
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||
Net income (loss) attributable to partners
|
$
|
455
|
|
|
$
|
119
|
|
|
$
|
5
|
|
|
$
|
(156
|
)
|
|
$
|
423
|
|
Non-cash derivative mark-to-market (b)
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
86
|
|
Non-cash lower of cost or market adjustments
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
24
|
|
Capital expenditures
|
$
|
297
|
|
|
$
|
25
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
338
|
|
Acquisition expenditures
|
$
|
102
|
|
|
$
|
673
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
775
|
|
Investments in unconsolidated affiliates, net
|
$
|
75
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Segment long-term assets:
|
|
|
|
||||
Natural Gas Services
|
$
|
4,140
|
|
|
$
|
4,362
|
|
NGL Logistics
|
672
|
|
|
679
|
|
||
Wholesale Propane Logistics
|
118
|
|
|
120
|
|
||
Other (d)
|
4
|
|
|
10
|
|
||
Total long-term assets
|
4,934
|
|
|
5,171
|
|
||
Current assets
|
227
|
|
|
306
|
|
||
Total assets
|
$
|
5,161
|
|
|
$
|
5,477
|
|
(a)
|
Gross margin consists of total operating revenues, including commodity derivative activity, less purchases of natural gas, propane and NGLs. Gross margin is viewed as a non-GAAP financial 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)
|
Non-cash commodity derivative mark-to-market is included in gross margin, along with cash settlements for our commodity derivative contracts.
|
(c)
|
The segment information for the year ended December 31, 2014 includes the results of our Lucerne 1 plant. This transfer of net assets between entities under common control was accounted for as if the transfer occurred at the beginning of the period to furnish comparative information, similar to the pooling method.
|
(d)
|
Other long-term assets not allocable to segments consist of unrealized gains on derivative instruments, corporate leasehold improvements and other long-term assets.
|
(e)
|
Represents intersegment revenues consisting of sales of NGLs in our NGL Logistics segment to our Wholesale Propane segment.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Cash paid for interest:
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
$
|
84
|
|
|
$
|
86
|
|
|
$
|
73
|
|
Cash paid for income taxes, net of income tax refunds
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Property, plant and equipment acquired with accounts payable
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
43
|
|
Other non-cash changes in property, plant and equipment
|
$
|
(8
|
)
|
|
$
|
(8
|
)
|
|
$
|
4
|
|
Non-cash addition of investment in unconsolidated affiliates and property, plant and equipment acquired in March 2014 Transactions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65
|
|
Non-cash excess purchase price in March 2014 Transactions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160
|
|
2016
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year Ended December 31, 2016
|
||||||||||
Total operating revenues
|
|
$
|
379
|
|
|
$
|
348
|
|
|
$
|
372
|
|
|
$
|
398
|
|
|
$
|
1,497
|
|
Operating income
|
|
$
|
47
|
|
|
$
|
18
|
|
|
$
|
86
|
|
|
$
|
47
|
|
|
$
|
198
|
|
Net income
|
|
$
|
72
|
|
|
$
|
46
|
|
|
$
|
120
|
|
|
$
|
80
|
|
|
$
|
318
|
|
Net income attributable to noncontrolling interests
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
(6
|
)
|
Net income attributable to partners
|
|
$
|
72
|
|
|
$
|
45
|
|
|
$
|
120
|
|
|
$
|
75
|
|
|
$
|
312
|
|
Net income allocable to limited partners
|
|
$
|
41
|
|
|
$
|
14
|
|
|
$
|
89
|
|
|
$
|
44
|
|
|
$
|
188
|
|
Basic and diluted net income per limited partner unit
|
|
$
|
0.36
|
|
|
$
|
0.12
|
|
|
$
|
0.78
|
|
|
$
|
0.38
|
|
|
$
|
1.64
|
|
2015
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year Ended December 31, 2015
|
||||||||||
Total operating revenues
|
|
$
|
568
|
|
|
$
|
430
|
|
|
$
|
465
|
|
|
$
|
435
|
|
|
$
|
1,898
|
|
Operating income (loss)
|
|
$
|
69
|
|
|
$
|
(28
|
)
|
|
$
|
43
|
|
|
$
|
63
|
|
|
$
|
147
|
|
Net income (loss)
|
|
$
|
69
|
|
|
$
|
(2
|
)
|
|
$
|
72
|
|
|
$
|
94
|
|
|
$
|
233
|
|
Net income attributable to noncontrolling interests
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
(5
|
)
|
Net income (loss) attributable to partners
|
|
$
|
69
|
|
|
$
|
(2
|
)
|
|
$
|
71
|
|
|
$
|
90
|
|
|
$
|
228
|
|
Net income (loss) allocable to limited partners
|
|
$
|
38
|
|
|
$
|
(33
|
)
|
|
$
|
40
|
|
|
$
|
59
|
|
|
$
|
104
|
|
Basic and diluted net income (loss) per limited partner unit
|
|
$
|
0.33
|
|
|
$
|
(0.29
|
)
|
|
$
|
0.35
|
|
|
$
|
0.51
|
|
|
$
|
0.91
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
156
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|||||
Total current assets
|
—
|
|
|
—
|
|
|
227
|
|
|
—
|
|
|
227
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
3,272
|
|
|
—
|
|
|
3,272
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|||||
Advances receivable — consolidated subsidiaries
|
1,676
|
|
|
1,754
|
|
|
—
|
|
|
(3,430
|
)
|
|
—
|
|
|||||
Investments in consolidated subsidiaries
|
925
|
|
|
1,439
|
|
|
—
|
|
|
(2,364
|
)
|
|
—
|
|
|||||
Investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,475
|
|
|
—
|
|
|
1,475
|
|
|||||
Other long-term assets
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Total assets
|
$
|
2,601
|
|
|
$
|
3,193
|
|
|
$
|
5,161
|
|
|
$
|
(5,794
|
)
|
|
$
|
5,161
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
216
|
|
|
$
|
—
|
|
|
$
|
234
|
|
Current maturities of long-term debt
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Advances payable — consolidated subsidiaries
|
—
|
|
|
—
|
|
|
3,430
|
|
|
(3,430
|
)
|
|
—
|
|
|||||
Long-term debt
|
—
|
|
|
1,750
|
|
|
—
|
|
|
—
|
|
|
1,750
|
|
|||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|||||
Total liabilities
|
—
|
|
|
2,268
|
|
|
3,690
|
|
|
(3,430
|
)
|
|
2,528
|
|
|||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Partners’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net equity
|
2,601
|
|
|
928
|
|
|
1,444
|
|
|
(2,364
|
)
|
|
2,609
|
|
|||||
Accumulated other comprehensive loss
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Total partners’ equity
|
2,601
|
|
|
925
|
|
|
1,439
|
|
|
(2,364
|
)
|
|
2,601
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Total equity
|
2,601
|
|
|
925
|
|
|
1,471
|
|
|
(2,364
|
)
|
|
2,633
|
|
|||||
Total liabilities and equity
|
$
|
2,601
|
|
|
$
|
3,193
|
|
|
$
|
5,161
|
|
|
$
|
(5,794
|
)
|
|
$
|
5,161
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
December 31, 2015
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
154
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
|||||
Total current assets
|
—
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|
306
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
3,476
|
|
|
—
|
|
|
3,476
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
184
|
|
|||||
Advances receivable — consolidated subsidiaries
|
2,159
|
|
|
2,023
|
|
|
—
|
|
|
(4,182
|
)
|
|
—
|
|
|||||
Investments in consolidated subsidiaries
|
613
|
|
|
1,033
|
|
|
—
|
|
|
(1,646
|
)
|
|
—
|
|
|||||
Investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,493
|
|
|
—
|
|
|
1,493
|
|
|||||
Other long-term assets
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
Total assets
|
$
|
2,772
|
|
|
$
|
3,056
|
|
|
$
|
5,477
|
|
|
$
|
(5,828
|
)
|
|
$
|
5,477
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
200
|
|
Advances payable — consolidated subsidiaries
|
—
|
|
|
—
|
|
|
4,182
|
|
|
(4,182
|
)
|
|
—
|
|
|||||
Long-term debt
|
—
|
|
|
2,424
|
|
|
—
|
|
|
—
|
|
|
2,424
|
|
|||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||
Total liabilities
|
—
|
|
|
2,443
|
|
|
4,411
|
|
|
(4,182
|
)
|
|
2,672
|
|
|||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Partners’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net equity
|
2,772
|
|
|
616
|
|
|
1,038
|
|
|
(1,646
|
)
|
|
2,780
|
|
|||||
Accumulated other comprehensive loss
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Total partners’ equity
|
2,772
|
|
|
613
|
|
|
1,033
|
|
|
(1,646
|
)
|
|
2,772
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|||||
Total equity
|
2,772
|
|
|
613
|
|
|
1,066
|
|
|
(1,646
|
)
|
|
2,805
|
|
|||||
Total liabilities and equity
|
$
|
2,772
|
|
|
$
|
3,056
|
|
|
$
|
5,477
|
|
|
$
|
(5,828
|
)
|
|
$
|
5,477
|
|
|
|
|
|
|
Condensed Consolidating Statement of Operations
|
||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, propane, NGLs and condensate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,093
|
|
|
$
|
—
|
|
|
$
|
1,093
|
|
Transportation, processing and other
|
—
|
|
|
—
|
|
|
424
|
|
|
—
|
|
|
424
|
|
|||||
Losses from commodity derivative activity, net
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,497
|
|
|
—
|
|
|
1,497
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of natural gas, propane and NGLs
|
—
|
|
|
—
|
|
|
946
|
|
|
—
|
|
|
946
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
—
|
|
|
183
|
|
|
—
|
|
|
183
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
|||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
|||||
Other expense
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Total operating costs and expenses
|
—
|
|
|
—
|
|
|
1,299
|
|
|
—
|
|
|
1,299
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|||||
Interest expense
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||||
Income from consolidated subsidiaries
|
312
|
|
|
406
|
|
|
—
|
|
|
(718
|
)
|
|
—
|
|
|||||
Earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
|||||
Income before income taxes
|
312
|
|
|
312
|
|
|
412
|
|
|
(718
|
)
|
|
318
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
312
|
|
|
312
|
|
|
412
|
|
|
(718
|
)
|
|
318
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Net income attributable to partners
|
$
|
312
|
|
|
$
|
312
|
|
|
$
|
406
|
|
|
$
|
(718
|
)
|
|
$
|
312
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Net income
|
$
|
312
|
|
|
$
|
312
|
|
|
$
|
412
|
|
|
$
|
(718
|
)
|
|
$
|
318
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of cash flow hedge losses into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income from consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total comprehensive income
|
312
|
|
|
312
|
|
|
412
|
|
|
(718
|
)
|
|
318
|
|
|||||
Total comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Total comprehensive income attributable to partners
|
$
|
312
|
|
|
$
|
312
|
|
|
$
|
406
|
|
|
$
|
(718
|
)
|
|
$
|
312
|
|
|
Condensed Consolidating Statement of Operations
|
||||||||||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, propane, NGLs and condensate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,442
|
|
|
$
|
—
|
|
|
$
|
1,442
|
|
Transportation, processing and other
|
—
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
371
|
|
|||||
Gains from commodity derivative activity, net
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
1,898
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of natural gas, propane and NGLs
|
—
|
|
|
—
|
|
|
1,246
|
|
|
—
|
|
|
1,246
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
120
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
|||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
|||||
Other expense
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Total operating costs and expenses
|
—
|
|
|
—
|
|
|
1,751
|
|
|
—
|
|
|
1,751
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
147
|
|
|||||
Interest expense, net
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|||||
Income from consolidated subsidiaries
|
228
|
|
|
320
|
|
|
—
|
|
|
(548
|
)
|
|
—
|
|
|||||
Earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
173
|
|
|||||
Income before income taxes
|
228
|
|
|
228
|
|
|
320
|
|
|
(548
|
)
|
|
228
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Net income
|
228
|
|
|
228
|
|
|
325
|
|
|
(548
|
)
|
|
233
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Net income attributable to partners
|
$
|
228
|
|
|
$
|
228
|
|
|
$
|
320
|
|
|
$
|
(548
|
)
|
|
$
|
228
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Net income
|
$
|
228
|
|
|
$
|
228
|
|
|
$
|
325
|
|
|
$
|
(548
|
)
|
|
$
|
233
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of cash flow hedge losses into earnings
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other comprehensive income from consolidated subsidiaries
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||
Total other comprehensive income
|
1
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||||
Total comprehensive income
|
229
|
|
|
229
|
|
|
325
|
|
|
(549
|
)
|
|
234
|
|
|||||
Total comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Total comprehensive income attributable to partners
|
$
|
229
|
|
|
$
|
229
|
|
|
$
|
320
|
|
|
$
|
(549
|
)
|
|
$
|
229
|
|
|
Condensed Consolidating Statement of Operations
|
||||||||||||||||||
|
Year Ended December 31, 2014 (a)
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, propane, NGLs and condensate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,143
|
|
|
$
|
—
|
|
|
$
|
3,143
|
|
Transportation, processing and other
|
—
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
345
|
|
|||||
Gains from commodity derivative activity, net
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
154
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
3,642
|
|
|
—
|
|
|
3,642
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of natural gas, propane and NGLs
|
—
|
|
|
—
|
|
|
2,795
|
|
|
—
|
|
|
2,795
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
—
|
|
|
216
|
|
|
—
|
|
|
216
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
110
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|||||
Other expense
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Total operating costs and expenses
|
—
|
|
|
—
|
|
|
3,188
|
|
|
—
|
|
|
3,188
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
454
|
|
|||||
Interest expense
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||||
Earnings from unconsolidated affiliates
|
423
|
|
|
509
|
|
|
—
|
|
|
(932
|
)
|
|
—
|
|
|||||
Income from consolidated subsidiaries
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|||||
Income before income taxes
|
423
|
|
|
423
|
|
|
529
|
|
|
(932
|
)
|
|
443
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Net income
|
423
|
|
|
423
|
|
|
523
|
|
|
(932
|
)
|
|
437
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Net income attributable to partners
|
$
|
423
|
|
|
$
|
423
|
|
|
$
|
509
|
|
|
$
|
(932
|
)
|
|
$
|
423
|
|
|
Condensed Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended December 31, 2014 (a)
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Net income
|
$
|
423
|
|
|
$
|
423
|
|
|
$
|
523
|
|
|
$
|
(932
|
)
|
|
$
|
437
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of cash flow hedge losses into earnings
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Other comprehensive income from consolidated subsidiaries
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||||
Total other comprehensive income
|
2
|
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|||||
Total comprehensive income
|
425
|
|
|
425
|
|
|
523
|
|
|
(934
|
)
|
|
439
|
|
|||||
Total comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Total comprehensive income attributable to partners
|
$
|
425
|
|
|
$
|
425
|
|
|
$
|
509
|
|
|
$
|
(934
|
)
|
|
$
|
425
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
—
|
|
|
$
|
(88
|
)
|
|
$
|
663
|
|
|
$
|
—
|
|
|
$
|
575
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany transfers
|
483
|
|
|
268
|
|
|
—
|
|
|
(751
|
)
|
|
—
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(37
|
)
|
|||||
Investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
160
|
|
|||||
Net cash provided by investing activities
|
483
|
|
|
268
|
|
|
94
|
|
|
(751
|
)
|
|
94
|
|
|||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
(751
|
)
|
|
751
|
|
|
—
|
|
|||||
Proceeds from long-term debt
|
—
|
|
|
1,972
|
|
|
—
|
|
|
—
|
|
|
1,972
|
|
|||||
Payments of long-term debt
|
—
|
|
|
(2,152
|
)
|
|
—
|
|
|
—
|
|
|
(2,152
|
)
|
|||||
Distributions to limited partners and general partner
|
(483
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(483
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Net cash used in financing activities
|
(483
|
)
|
|
(180
|
)
|
|
(758
|
)
|
|
751
|
|
|
(670
|
)
|
|||||
Net change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Condensed Consolidating Statements of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
—
|
|
|
$
|
(89
|
)
|
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
650
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany transfers
|
451
|
|
|
(60
|
)
|
|
—
|
|
|
(391
|
)
|
|
—
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
(281
|
)
|
|||||
Investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
|||||
Net cash provided by (used in) investing activities
|
451
|
|
|
(60
|
)
|
|
(343
|
)
|
|
(391
|
)
|
|
(343
|
)
|
|||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
(391
|
)
|
|
391
|
|
|
—
|
|
|||||
Proceeds from long-term debt
|
—
|
|
|
1,554
|
|
|
—
|
|
|
—
|
|
|
1,554
|
|
|||||
Payments of long-term debt
|
—
|
|
|
(1,429
|
)
|
|
—
|
|
|
—
|
|
|
(1,429
|
)
|
|||||
Proceeds from issuance of common units, net of offering costs
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||
Distributions to limited partners and general partner
|
(482
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Contributions from DCP Midstream, LLC
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net cash (used in) provided by financing activities
|
(451
|
)
|
|
125
|
|
|
(395
|
)
|
|
391
|
|
|
(330
|
)
|
|||||
Net change in cash and cash equivalents
|
—
|
|
|
(24
|
)
|
|
1
|
|
|
—
|
|
|
(23
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
24
|
|
|
1
|
|
|
—
|
|
|
25
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Condensed Consolidating Statements of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2014 (a)
|
||||||||||||||||||
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
597
|
|
|
$
|
—
|
|
|
$
|
524
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany transfers
|
(581
|
)
|
|
(280
|
)
|
|
—
|
|
|
861
|
|
|
—
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(338
|
)
|
|
—
|
|
|
(338
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
(102
|
)
|
|||||
Investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(673
|
)
|
|
—
|
|
|
(673
|
)
|
|||||
Acquisition of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(151
|
)
|
|
—
|
|
|
(151
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|||||
Net cash used in investing activities
|
(581
|
)
|
|
(280
|
)
|
|
(1,236
|
)
|
|
861
|
|
|
(1,236
|
)
|
|||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
861
|
|
|
(861
|
)
|
|
—
|
|
|||||
Proceeds from long-term debt
|
—
|
|
|
719
|
|
|
—
|
|
|
—
|
|
|
719
|
|
|||||
Payments of issuance of commercial paper, net
|
—
|
|
|
(335
|
)
|
|
—
|
|
|
—
|
|
|
(335
|
)
|
|||||
Payment of deferred financing costs
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Proceeds from issuance of common units, net of offering costs
|
1,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,001
|
|
|||||
Excess purchase price over acquired assets
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Net change in advances to predecessor from DCP Midstream, LLC
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Distributions to limited partners and general partner
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Purchase of additional interest in a subsidiary
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
—
|
|
|
(198
|
)
|
|||||
Net cash provided by financing activities
|
581
|
|
|
377
|
|
|
628
|
|
|
(861
|
)
|
|
725
|
|
|||||
Net change in cash and cash equivalents
|
—
|
|
|
24
|
|
|
(11
|
)
|
|
—
|
|
|
13
|
|
|||||
Cash and cash equivalents, beginning of year
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Name
|
|
Age
|
|
Position with DCP Midstream GP, LLC
|
|
|
|
|
|
Wouter T. van Kempen
|
|
47
|
|
Chief Executive Officer, President, Chairman of the Board and Director
|
Sean P. O'Brien
|
|
47
|
|
Group Vice President and Chief Financial Officer
|
Brent L. Backes
|
|
57
|
|
Group Vice President, General Counsel and Corporate Secretary
|
Don Baldridge
|
|
47
|
|
President, Commercial
|
Brian Frederick
|
|
51
|
|
President, Asset Operations
|
Guy Buckley
|
|
56
|
|
Director
|
Allen C. Capps
|
|
46
|
|
Director
|
Fred J. Fowler
|
|
70
|
|
Director
|
William F. Kimble
|
|
57
|
|
Director
|
Brian Mandell
|
|
53
|
|
Director
|
Bill W. Waycaster
|
|
78
|
|
Director
|
John Zuklic
|
|
49
|
|
Director
|
•
|
reviewed and discussed the audited financial statements in this Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;
|
•
|
reviewed with Deloitte & Touche LLP, our independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality and acceptability of our accounting principles and such other matters as are required to be discussed with the audit committee under generally accepted auditing standards;
|
•
|
received the written disclosures and the letter required by standard No. 1 of the independence standards board (independence discussions with audit committees) provided to the audit committee by Deloitte & Touche LLP;
|
•
|
discussed with Deloitte & Touche LLP its independence from management and us and considered the compatibility of the provision of nonaudit service by the independent auditors with the auditors’ independence;
|
•
|
discussed with Deloitte & Touche LLP the matters required to be discussed by statement on auditing standards No. 16 (PCAOB Auditing Standard No. 16, Communications With Audit Committees, Related Amendments to PCAOB Standards and Transitional Amendments to AU Section 380);
|
•
|
discussed with our internal auditors and Deloitte & Touche LLP the overall scope and plans for their respective audits. The audit committee meets with the internal auditors and Deloitte & Touche LLP, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting;
|
•
|
based on the foregoing reviews and discussions, recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2016, for filing with the SEC; and
|
•
|
approved the selection and appointment of Deloitte & Touche LLP to serve as our independent auditors.
|
2016 NEO
|
|
Time Allocated to
the Partnership
|
|
Position with DCP Midstream GP, LLC
|
|
Position with DCP Midstream, LLC
|
Wouter T. van Kempen
|
|
40%
|
|
Chairman of the Board, President, and Chief Executive Officer
|
|
Chairman of the Board, President, and Chief Executive Officer
|
Sean P. O'Brien
|
|
40%
|
|
Group Vice President and Chief Financial Officer
|
|
Group Vice President and Chief Financial Officer
|
Michael S. Richards
|
|
40%
|
|
Vice President, General Counsel and Secretary
|
|
Vice President and Deputy General Counsel
|
•
|
annually review the Partnership’s and DCP Midstream, LLC’s (hereinafter, the “DCP Enterprise”) goals and objectives relevant to compensation of the NEOs;
|
•
|
annually evaluate the NEO’s performance in light of the DCP Enterprise’s goals and objectives, and approve the compensation levels for the NEOs;
|
•
|
periodically evaluate the terms and administration of short-term and long-term incentive plans to assure that they are structured and administered in a manner consistent with the DCP Enterprise’s goals and objectives;
|
•
|
periodically evaluate incentive compensation and equity-related plans and consider amendments if appropriate;
|
•
|
retain and terminate any compensation consultant to assist in the evaluation of non-employee director and NEO compensation; and
|
•
|
periodically review the compensation of the non-employee directors.
|
•
|
attract, retain and reward talented executive officers and key management employees by providing total compensation competitive with that of other executive officers in our industry;
|
•
|
motivate executive officers and key management employees to achieve strong financial and operational performance;
|
•
|
emphasize performance-based compensation, balancing short-term and long-term results; and
|
•
|
reward individual performance.
|
1.
|
Cash Generation.
An objective intended to capture the cash generated from operations for DCP Midstream, LLC, the owner of our General Partner and, prior to the Transaction, the operator of our assets, which consolidates the cash generated by the assets of the Partnership. For this objective, the target level of performance is cash generated of $605 million, the maximum level of performance is $775 million and the minimum level of performance is $450 million.
|
2.
|
EBIT ROCE.
An objective intended to capture the constant price EBIT (earnings before interest and taxes) ROCE (return on capital employed) of DCP Midstream, LLC. For this objective, the target level of performance is EBIT ROCE of 2.8%, the maximum level of performance is 4.0% and the minimum level of performance is 1.1%.
|
3.
|
Cost.
An objective intended to capture the operating and general and administrative costs of DCP Midstream, LLC. For this objective, the target level of performance is cost of $990 million, the maximum level of performance is cost of $960 million and the minimum level of performance is $1,045 million.
|
4.
|
Reliability.
Operating objectives of reliable operation of mechanical and system processes, equipment analysis and preventive maintenance schedules for engines, compressors and turbines covering the assets of the DCP Enterprise. For these objectives, we have established the minimum, target and maximum levels of performance.
|
5.
|
Capacity Utilization.
An operating objective of volume per compressor for the assets of the DCP Enterprise. For this objective, we have established the minimum, target and maximum level of performance.
|
6.
|
Contract Realignment.
A commercial objective intended to capture the additional margin from contracting activities for the DCP Enterprise. For this objective we have established the minimum, target and maximum levels of performance.
|
7.
|
Total Recordable Injury Rate (TRIR).
A safety objective of both employee and contractor injury rates covering the assets of the DCP Enterprise. For this objective, the target level of performance during the year is a TRIR of 0.51, the maximum level of performance is a TRIR of 0.35 and a minimum level of performance is a TRIR of 0.90.
|
8.
|
Process Safety Event Rate (PSE Rate).
A safety objective using a broad definition of process safety events covering the assets of the DCP Enterprise. For this objective, the target level of performance during the year is a PSE Rate of 4.32, the maximum level of performance is a PSE Rate of 3.2 and a minimum level of performance is a PSE Rate of 7.
|
9.
|
Emissions.
An environmental objective of non-routine air emissions, natural gas vented or flared, covering the assets of the DCP Enterprise. For this objective, we have established certain levels of emissions at such assets that comprise the minimum, target and maximum level of performance for this objective.
|
STI Objectives
|
|
Level of Performance Achieved
|
DCP Enterprise objectives:
|
|
|
1) Cash Generation
|
|
Above Maximum
|
2) EBIT ROCE
|
|
Above Maximum
|
3) Cost
|
|
Above Maximum
|
4) Reliability
|
|
Between Target and Maximum
|
5) Capacity Utilization
|
|
Between Target and Maximum
|
6) Contract Realignment
|
|
Between Target and Maximum
|
7) Total Recordable Injury Rate (TRIR)
|
|
At Minimum
|
8) Process Safety Event Rate (PSE Rate)
|
|
Between Minimum and Target
|
9) Emissions
|
|
Above Maximum
|
Corporate scorecard objectives:
|
|
Between Target and Maximum
|
Phillips 66 peer group:
|
Celanese Corporation
|
Delek US Holdings, Inc
|
The Dow Chemical Company
|
Eastman Chemical CO
|
Energy Transfer Equity, LP
|
Enterprise Products Partners, LP
|
Holly Frontier Corporation
|
Huntsman Corporation
|
Marathon Petroleum Corporation
|
ONEOK, Inc
|
PBF Energy, Inc
|
S&P 100
|
Targa Resources Corp
|
Tesoro Corporation
|
Valero Energy Corporation
|
Western Refining, Inc
|
Westlake Chemical Corp
|
|
|
Stock Awards (a)
|
||||||||
Name
|
|
Number of Units Acquired on Vesting
|
|
Value Realized on Vesting
|
||||||
Michael S. Richards
|
|
2,835
|
|
|
$
|
133,743
|
|
(a)
|
Includes all awards that vested during the year, regardless of whether the awards will be settled in our common units, Phillips 66 common stock, Spectra Energy common stock or cash.
|
Name
|
|
Fees Earned or
Paid in Cash
|
|
Unit
Awards (a)
|
|
Total
|
||||||
Fred J. Fowler
|
|
$
|
70,000
|
|
|
$
|
79,327
|
|
|
$
|
149,327
|
|
William F. Kimble (b)
|
|
$
|
90,000
|
|
|
$
|
79,327
|
|
|
$
|
169,327
|
|
Bill W. Waycaster (c)
|
|
$
|
90,000
|
|
|
$
|
79,327
|
|
|
$
|
169,327
|
|
(a)
|
The amounts in this column reflect the grant date fair value of common unit awards computed in accordance with ASC 718.
|
(b)
|
Mr. Kimble is the audit committee chair.
|
(c)
|
Mr. Waycaster is the special committee chair.
|
•
|
each person known by us to be the beneficial owner of more than 5% of our units;
|
•
|
each director of DCP Midstream GP, LLC;
|
•
|
each NEO of DCP Midstream GP, LLC; and
|
•
|
all directors and executive officers of DCP Midstream GP, LLC as a group.
|
Name of Beneficial Owner (a)
|
Common
Units
Beneficially
Owned
|
|
Percentage of Common
Units
Beneficially
Owned
|
|
DCP Midstream, LLC (b)
|
52,762,526
|
|
|
36.8%
|
Advisory Research, Inc. (c)
|
8,985,266
|
|
|
6.3%
|
Kayne Anderson Capital Advisors, L.P. (d)
|
8,966,064
|
|
|
6.3%
|
OppenheimerFunds, Inc. (e)
|
7,210,334
|
|
|
5.0%
|
Wouter T. van Kempen
|
2,540
|
|
|
*
|
Sean P. O'Brien
|
—
|
|
|
—
|
Michael S. Richards
|
20,944
|
|
|
*
|
Guy Buckley
|
—
|
|
|
—
|
Allen C. Capps
|
—
|
|
|
—
|
Fred J. Fowler
|
19,300
|
|
|
*
|
William F. Kimble
|
3,700
|
|
|
*
|
Brian Mandell
|
—
|
|
|
—
|
Bill W. Waycaster
|
3,700
|
|
|
*
|
John Zuklic
|
—
|
|
|
—
|
All directors and executive officers as a group (10 persons)
|
50,184
|
|
|
*
|
(a)
|
Unless otherwise indicated, the address for all beneficial owners in this table is 370 17th Street, Suite 2500, Denver, Colorado 80202.
|
(b)
|
Includes 1,887,618 Common Units held by DCP Midstream GP, LP. DCP Midstream, LLC is the sole member of the general partner of DCP Midstream GP, LP and may be deemed to indirectly beneficially own such securities, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
|
(c)
|
As reported on Schedule 13G/A filed with the SEC on February 13, 2017 by Advisory Research, Inc. with an address of 180 North Stetson Avenue, Suite 5500, Chicago, Illinois 60601 and Piper Jaffray Companies with an address of 800 Nicollet Mall, Suite 800, Minneapolis, Minnesota 55402. The Schedule 13G/A reports that Advisory Research, Inc. has sole voting power over 8,922,931 of the reported units and sole dispositive power over all of the reported units and Piper Jaffray Companies has shared voting power over 8,922,931 of the reported units and shared dispositive power over all of the reported units.
|
(d)
|
As reported on Schedule 13G/A filed with the SEC on January 25, 2017 by Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne each having an address of 1800 Avenue of the Stars, Third Floor, Los Angeles, California 90067. The Schedule 13G/A reports that Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne each have shared voting power and shared dispositive power over all of the reported units.
|
(e)
|
As reported on Schedule 13G filed with the SEC on February 9, 2017 by OppenheimerFunds, Inc. having an address of 225 Liberty Street, New York, New York 10281. The Schedule 13G reports that OppenheimerFunds, Inc. has shared voting and dispositive power over all of the reported units.
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
|
(a)
|
(b)
|
(c)
|
||||
Equity compensation plans approved by unitholders (1)
|
—
|
|
$
|
—
|
|
893,100
|
|
Equity compensation plans not approved by unitholders (2)
|
940
|
|
—
|
|
—
|
|
|
Total
|
940
|
|
$
|
—
|
|
893,100
|
|
(1)
|
The information disclosed in this row relates to our 2016 LTIP, which was approved by unitholders at a special meeting on April 28, 2016. The 2016 LTIP makes 900,000 common units available for issuance with respect to awards under the 2016 Plan. For more information on our 2016 LTIP, refer to Note 15. "Equity-Based Compensation" in the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.”
|
(2)
|
The information disclosed in this row relates to our 2005 LTIP, which expired pursuant to its terms at the end of 2015, and therefore no equity securities remain available for issuance other than 940 phantom units that were granted in 2014 and vested on December 31, 2016. No value is shown in column (b) because the phantom units do not have an exercise price and represent the right to receive either cash or common units upon settlement at the discretion of the Board. For more information on our 2005 LTIP, refer to Note 15. "Equity-Based Compensation" in the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.
|
Operational Stage:
|
|
|
Distributions of Available Cash to our General Partner and its affiliates
|
We will generally make cash distributions to the unitholders and to our General Partner, in accordance with their pro rata interest. In addition, if distributions exceed the minimum quarterly distribution and other higher target levels, our General Partner will be entitled to increasing percentages of the distributions, up to 48% of the distributions above the highest target level. Currently, our distribution to our general partner related to its incentive distribution rights is at the highest level.
|
|
Payments to our General Partner and
its affiliates
|
In 2016, we reimbursed DCP Midstream, LLC and its affiliates $71 million under the Services Agreement. For further information regarding the reimbursement, please see the “Services Agreement” section below.
|
|
Withdrawal or removal of our General Partner
|
If our General Partner withdraws or is removed, its general partner interest and its incentive distribution rights will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.
|
|
Liquidation Stage:
|
|
|
Liquidation
|
Upon our liquidation, the partners, including our General Partner, will be entitled to receive liquidating distributions according to their respective capital account balances.
|
•
|
approved by the conflicts committee;
|
•
|
approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates;
|
•
|
on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
|
•
|
fair and reasonable to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us.
|
|
|
Year Ended December 31,
|
||||||
Type of Fees
|
|
2016
|
|
2015
|
||||
|
|
(Millions)
|
||||||
Audit Fees (a)
|
|
$
|
2
|
|
|
$
|
2
|
|
(a)
|
Audit Fees are fees billed by Deloitte for professional services for the audit of our consolidated financial statements included in our annual report on Form 10-K and review of financial statements included in our quarterly reports on Form 10-Q, services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements or any other service performed by Deloitte to comply with generally accepted auditing standards and include comfort and consent letters in connection with Securities and Exchange Commission filings and financing transactions.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
(In thousands)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,124
|
|
|
$
|
9,349
|
|
Trade accounts receivable:
|
|
|
|
||||
Affiliate
|
14,234
|
|
|
9,269
|
|
||
Other
|
28,742
|
|
|
32,571
|
|
||
Prepaid insurance
|
2,923
|
|
|
3,364
|
|
||
Other current assets
|
2,723
|
|
|
2,713
|
|
||
Total current assets
|
59,746
|
|
|
57,266
|
|
||
Property, plant and equipment, net
|
1,196,537
|
|
|
1,255,561
|
|
||
Intangible assets, net
|
15,108
|
|
|
17,132
|
|
||
Total assets
|
$
|
1,271,391
|
|
|
$
|
1,329,959
|
|
|
|
|
|
||||
LIABILITIES AND MEMBERS’ CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable:
|
|
|
|
||||
Affiliate
|
$
|
1,357
|
|
|
$
|
1,814
|
|
Other
|
9,222
|
|
|
6,234
|
|
||
Asset retirement obligations
|
3,398
|
|
|
—
|
|
||
Deferred revenue
|
41,423
|
|
|
38,597
|
|
||
Other current liabilities
|
259
|
|
|
1,016
|
|
||
Total current liabilities
|
55,672
|
|
|
47,661
|
|
||
Asset retirement obligations
|
120,042
|
|
|
116,933
|
|
||
Non Current liabilities
|
|
|
|
||||
Deferred revenue
|
74,634
|
|
|
93,380
|
|
||
Customer deposits
|
3,345
|
|
|
—
|
|
||
Commitments and contingent liabilities (Note 6)
|
|
|
|
||||
Members' capital
|
|
|
|
||||
Members' capital accounts
|
1,016,242
|
|
|
1,070,466
|
|
||
Other comprehensive income
|
1,456
|
|
|
1,519
|
|
||
Total members’ capital
|
1,017,698
|
|
|
1,071,985
|
|
||
Total liabilities and members’ capital
|
$
|
1,271,391
|
|
|
$
|
1,329,959
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Product sales:
|
|
|
|
|
|
||||||
Affiliate
|
$
|
129,609
|
|
|
$
|
143,483
|
|
|
$
|
166,988
|
|
Third-party
|
120
|
|
|
243
|
|
|
85
|
|
|||
Transportation services
|
60,112
|
|
|
53,770
|
|
|
17,670
|
|
|||
Gathering and processing services:
|
|
|
|
|
|
||||||
Affiliate
|
330
|
|
|
423
|
|
|
324
|
|
|||
Third-party
|
200,723
|
|
|
160,150
|
|
|
22,684
|
|
|||
Other revenues
|
9,012
|
|
|
10,344
|
|
|
8,685
|
|
|||
Total revenues
|
399,906
|
|
|
368,413
|
|
|
216,436
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Product cost and shrink replacement:
|
|
|
|
|
|
||||||
Affiliate
|
6,168
|
|
|
8,356
|
|
|
7,240
|
|
|||
Third-party
|
95,364
|
|
|
109,782
|
|
|
123,343
|
|
|||
Operating and maintenance expenses:
|
|
|
|
|
|
||||||
Affiliate
|
8,679
|
|
|
9,196
|
|
|
8,607
|
|
|||
Third-party
|
23,479
|
|
|
24,378
|
|
|
26,166
|
|
|||
Depreciation, amortization and accretion
|
76,110
|
|
|
75,333
|
|
|
27,874
|
|
|||
Taxes other than income
|
2,702
|
|
|
2,869
|
|
|
2,894
|
|
|||
General and administrative expenses- affiliate
|
7,219
|
|
|
7,320
|
|
|
7,049
|
|
|||
Other expense, net
|
129
|
|
|
3
|
|
|
5,959
|
|
|||
Total costs and expenses
|
219,850
|
|
|
237,237
|
|
|
209,132
|
|
|||
Operating income
|
180,056
|
|
|
131,176
|
|
|
7,304
|
|
|||
Interest income (expense)
|
(46
|
)
|
|
37
|
|
|
7
|
|
|||
Foreign currency loss
|
—
|
|
|
(62
|
)
|
|
(265
|
)
|
|||
Net income
|
180,010
|
|
|
131,151
|
|
|
7,046
|
|
|||
Net loss from derivative instruments, including amounts reclassified into earnings
|
(63
|
)
|
|
(57
|
)
|
|
—
|
|
|||
Comprehensive income
|
$
|
179,947
|
|
|
$
|
131,094
|
|
|
$
|
7,046
|
|
|
Williams Field Services Group, LLC
|
|
DCP Assets Holding, LP
|
|
Accumulated Other Comprehensive Income
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance December 31, 2013
|
$
|
555,211
|
|
|
$
|
373,966
|
|
|
$
|
1,576
|
|
|
$
|
930,753
|
|
Non-cash contributions *
|
18,991
|
|
|
—
|
|
|
—
|
|
|
18,991
|
|
||||
Contributions
|
103,184
|
|
|
77,122
|
|
|
—
|
|
|
180,306
|
|
||||
Distributions
|
(35,653
|
)
|
|
(23,768
|
)
|
|
—
|
|
|
(59,421
|
)
|
||||
Net income
|
4,228
|
|
|
2,818
|
|
|
—
|
|
|
7,046
|
|
||||
Balance December 31, 2014
|
$
|
645,961
|
|
|
$
|
430,138
|
|
|
$
|
1,576
|
|
|
$
|
1,077,675
|
|
Non-cash contributions *
|
787
|
|
|
—
|
|
|
—
|
|
|
787
|
|
||||
Contributions
|
32,999
|
|
|
22,000
|
|
|
—
|
|
|
54,999
|
|
||||
Distributions
|
(115,542
|
)
|
|
(77,028
|
)
|
|
—
|
|
|
(192,570
|
)
|
||||
Net income
|
78,691
|
|
|
52,460
|
|
|
—
|
|
|
131,151
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
(57
|
)
|
||||
Balance December 31, 2015
|
$
|
642,896
|
|
|
$
|
427,570
|
|
|
$
|
1,519
|
|
|
$
|
1,071,985
|
|
Distributions
|
(140,540
|
)
|
|
(93,694
|
)
|
|
—
|
|
|
(234,234
|
)
|
||||
Net income
|
108,006
|
|
|
72,004
|
|
|
—
|
|
|
180,010
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
||||
Balance December 31, 2016
|
$
|
610,362
|
|
|
$
|
405,880
|
|
|
$
|
1,456
|
|
|
$
|
1,017,698
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
180,010
|
|
|
$
|
131,151
|
|
|
$
|
7,046
|
|
Adjustments to reconcile cash provided by operations:
|
|
|
|
|
|
||||||
Depreciation, amortization, and accretion
|
76,109
|
|
|
75,333
|
|
|
27,874
|
|
|||
Net loss on retirement of equipment
|
140
|
|
|
28
|
|
|
5,992
|
|
|||
Cash provided (used) by changes in assets and liabilities:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
(1,136
|
)
|
|
(28,209
|
)
|
|
20,691
|
|
|||
Prepaid insurance
|
440
|
|
|
(757
|
)
|
|
271
|
|
|||
Other current assets
|
(10
|
)
|
|
230
|
|
|
(844
|
)
|
|||
Accounts payable
|
2,369
|
|
|
(8,637
|
)
|
|
(3,559
|
)
|
|||
Asset retirement obligation
|
—
|
|
|
(789
|
)
|
|
(703
|
)
|
|||
Accrued liabilities
|
—
|
|
|
—
|
|
|
(217
|
)
|
|||
Customer deposits
|
2,683
|
|
|
363
|
|
|
158
|
|
|||
Other current liabilities
|
(94
|
)
|
|
159
|
|
|
136
|
|
|||
Deferred revenue
|
(15,908
|
)
|
|
(6,221
|
)
|
|
112,272
|
|
|||
Net cash provided by operating activities
|
244,603
|
|
|
162,651
|
|
|
169,117
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Property, plant and equipment - capital expenditures *
|
(8,594
|
)
|
|
(34,121
|
)
|
|
(346,232
|
)
|
|||
Purchase of business (Note 9)
|
—
|
|
|
(23,500
|
)
|
|
—
|
|
|||
Net cash used by investing activities
|
(8,594
|
)
|
|
(57,621
|
)
|
|
(346,232
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Distributions to members
|
(234,234
|
)
|
|
(192,570
|
)
|
|
(59,421
|
)
|
|||
Capital contributions
|
—
|
|
|
54,999
|
|
|
180,306
|
|
|||
Net cash used by financing activities
|
(234,234
|
)
|
|
(137,571
|
)
|
|
120,885
|
|
|||
Increase (decrease) in cash and cash equivalents
|
1,775
|
|
|
(32,541
|
)
|
|
(56,230
|
)
|
|||
Cash and cash equivalents beginning of period
|
9,349
|
|
|
41,890
|
|
|
98,120
|
|
|||
Cash and cash equivalents end of period
|
$
|
11,124
|
|
|
$
|
9,349
|
|
|
$
|
41,890
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
* Increase to property, plant and equipment
|
$
|
(8,756
|
)
|
|
$
|
(15,965
|
)
|
|
$
|
(280,191
|
)
|
Changes in related accounts payable - affiliate, accounts payable, and construction retainage payable
|
162
|
|
|
(18,156
|
)
|
|
(66,041
|
)
|
|||
Capital expenditures
|
$
|
(8,594
|
)
|
|
$
|
(34,121
|
)
|
|
$
|
(346,232
|
)
|
•
|
Asset retirement obligations
|
•
|
Depreciable asset lives
|
•
|
Direct payroll and employee benefit costs incurred on our behalf by Williams;
|
•
|
Transportation expense under a 10-year transportation agreement for pipeline capacity through 2020 from Texas Eastern Transmission, LP (an affiliate of DCP); and
|
•
|
Storage expense under a 20-year agreement to store parts, tools and equipment in a warehouse owned by Williams PERK, LLC (an affiliate of WFS) through 2033.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Capitalized labor
|
$
|
754
|
|
|
$
|
1,224
|
|
|
$
|
3,215
|
|
Capitalized project fee
|
249
|
|
|
213
|
|
|
1,943
|
|
|||
Total
|
$
|
1,003
|
|
|
$
|
1,437
|
|
|
$
|
5,158
|
|
|
|
|
|
|
Estimated
|
||||
|
Years Ended December 31,
|
|
Depreciable
|
||||||
|
2016
|
|
2015
|
|
Lives
|
||||
|
(In thousands)
|
|
|
||||||
Property, plant, and equipment:
|
|
|
|
|
|
||||
Pipelines
|
$
|
1,108,062
|
|
|
$
|
1,109,194
|
|
|
25 - 35 years
|
Plant and other equipment
|
522,297
|
|
|
512,400
|
|
|
25 - 35 years
|
||
Buildings
|
31,521
|
|
|
31,324
|
|
|
25 - 35 years
|
||
Land and land rights
|
8,035
|
|
|
8,007
|
|
|
0 - 35 years
|
||
Construction work in progress
|
5,465
|
|
|
6,652
|
|
|
|
||
Total property, plant, and equipment
|
1,675,380
|
|
|
1,667,577
|
|
|
|
||
Less accumulated depreciation
|
478,843
|
|
|
412,016
|
|
|
|
||
Net property, plant, and equipment
|
$
|
1,196,537
|
|
|
$
|
1,255,561
|
|
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
116,933
|
|
|
$
|
120,677
|
|
Accretion expense
|
7,296
|
|
|
7,263
|
|
||
Estimate revisions
|
(1,225
|
)
|
|
(8,011
|
)
|
||
New obligation incurred
|
436
|
|
|
2,870
|
|
||
Settlements
|
—
|
|
|
(5,866
|
)
|
||
Balance at December 31
|
$
|
123,440
|
|
|
$
|
116,933
|
|
|
(In thousands)
|
||
2017
|
$
|
2,025
|
|
2018
|
2,025
|
|
|
2019
|
2,025
|
|
|
2020
|
2,025
|
|
|
2021
|
2,025
|
|
|
Total
|
$
|
10,125
|
|
|
(In thousands)
|
||
2017
|
$
|
115
|
|
2018
|
115
|
|
|
2019
|
115
|
|
|
2020
|
115
|
|
|
2021
|
115
|
|
|
Thereafter
|
620
|
|
|
Total
|
$
|
1,195
|
|
|
(In thousands)
|
||
Property, plant and equipment
|
$
|
25,900
|
|
Intangible asset
|
470
|
|
|
Asset retirement obligation
|
(2,870
|
)
|
|
Total cash
|
$
|
23,500
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Transportation - affiliates
|
$
|
182.5
|
|
|
$
|
157.3
|
|
|
$
|
100.5
|
|
Transportation
|
86.3
|
|
|
81.2
|
|
|
39.1
|
|
|||
Other revenues - affiliates
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Other revenues
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Total operating revenues
|
269.0
|
|
|
238.5
|
|
|
140.0
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of transportation - affiliates
|
6.8
|
|
|
4.2
|
|
|
—
|
|
|||
Cost of transportation
|
3.8
|
|
|
3.4
|
|
|
2.5
|
|
|||
Operating and maintenance expense
|
35.9
|
|
|
27.5
|
|
|
23.0
|
|
|||
Depreciation expense
|
28.9
|
|
|
27.3
|
|
|
25.4
|
|
|||
General and administrative expense - affiliates
|
5.2
|
|
|
5.4
|
|
|
5.4
|
|
|||
General and administrative expense
|
2.5
|
|
|
2.6
|
|
|
1.7
|
|
|||
Total operating costs and expenses
|
83.1
|
|
|
70.4
|
|
|
58.0
|
|
|||
Operating income
|
185.9
|
|
|
168.1
|
|
|
82.0
|
|
|||
Interest income
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense
|
(1.6
|
)
|
|
(1.4
|
)
|
|
(0.5
|
)
|
|||
Net income
|
$
|
184.4
|
|
|
$
|
166.7
|
|
|
$
|
81.5
|
|
|
DCP Sand Holding, LLC
|
|
DCP Pipeline Holding LLC
|
|
Phillips 66 Sand Hills LLC
|
|
Spectra Energy Sand Hills Holding, LLC
|
|
Total
Members’
Equity
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, January 1, 2014
|
$
|
391.8
|
|
|
$
|
—
|
|
|
$
|
391.9
|
|
|
$
|
391.9
|
|
|
$
|
1,175.6
|
|
Contributions from members
|
8.5
|
|
|
35.1
|
|
|
43.7
|
|
|
43.7
|
|
|
131.0
|
|
|||||
Distributions to members
|
(14.9
|
)
|
|
(44.0
|
)
|
|
(59.1
|
)
|
|
(59.1
|
)
|
|
(177.1
|
)
|
|||||
Transfer of interest in DCP Sand Hills Pipeline, LLC
|
(388.5
|
)
|
|
388.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
3.1
|
|
|
24.0
|
|
|
27.2
|
|
|
27.2
|
|
|
81.5
|
|
|||||
Balance, December 31, 2014
|
—
|
|
|
403.6
|
|
|
403.7
|
|
|
403.7
|
|
|
1,211.0
|
|
|||||
Contributions from members
|
2.7
|
|
|
28.7
|
|
|
28.6
|
|
|
26.0
|
|
|
86.0
|
|
|||||
Distributions to members
|
(12.8
|
)
|
|
(56.5
|
)
|
|
(56.5
|
)
|
|
(43.8
|
)
|
|
(169.6
|
)
|
|||||
Transfer of interest in DCP Sand Hills Pipeline, LLC
|
431.3
|
|
|
—
|
|
|
—
|
|
|
(431.3
|
)
|
|
—
|
|
|||||
Net income
|
10.1
|
|
|
55.6
|
|
|
55.6
|
|
|
45.4
|
|
|
166.7
|
|
|||||
Balance, December 31, 2015
|
431.3
|
|
|
431.4
|
|
|
431.4
|
|
|
—
|
|
|
1,294.1
|
|
|||||
Contributions from members
|
22.0
|
|
|
21.8
|
|
|
21.9
|
|
|
—
|
|
|
65.7
|
|
|||||
Distributions to members
|
(69.6
|
)
|
|
(69.6
|
)
|
|
(69.6
|
)
|
|
—
|
|
|
(208.8
|
)
|
|||||
Net income
|
61.5
|
|
|
61.4
|
|
|
61.5
|
|
|
—
|
|
|
184.4
|
|
|||||
Balance, December 31, 2016
|
$
|
445.2
|
|
|
$
|
445.0
|
|
|
$
|
445.2
|
|
|
$
|
—
|
|
|
$
|
1,335.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
184.4
|
|
|
$
|
166.7
|
|
|
$
|
81.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
28.9
|
|
|
27.3
|
|
|
25.4
|
|
|||
Other, net
|
1.0
|
|
|
2.7
|
|
|
0.2
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(0.9
|
)
|
|
(6.5
|
)
|
|
(3.7
|
)
|
|||
Accounts payable
|
(1.7
|
)
|
|
4.6
|
|
|
4.5
|
|
|||
Deferred revenues
|
(19.0
|
)
|
|
(1.7
|
)
|
|
9.1
|
|
|||
Other current assets
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Other long-term assets
|
(2.7
|
)
|
|
0.2
|
|
|
—
|
|
|||
Other current liabilities
|
5.9
|
|
|
(0.3
|
)
|
|
(0.7
|
)
|
|||
Other long-term liabilities
|
(0.6
|
)
|
|
(0.6
|
)
|
|
1.3
|
|
|||
Net cash provided by operating activities
|
195.4
|
|
|
192.4
|
|
|
117.5
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(57.3
|
)
|
|
(110.6
|
)
|
|
(74.1
|
)
|
|||
Proceeds from sale of assets
|
0.1
|
|
|
1.2
|
|
|
5.1
|
|
|||
Net cash used in investing activities
|
(57.2
|
)
|
|
(109.4
|
)
|
|
(69.0
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Contributions from members
|
65.7
|
|
|
86.0
|
|
|
131.0
|
|
|||
Distributions to members
|
(208.8
|
)
|
|
(169.6
|
)
|
|
(202.0
|
)
|
|||
Net cash used in financing activities
|
(143.1
|
)
|
|
(83.6
|
)
|
|
(71.0
|
)
|
|||
Net change in cash and cash equivalents
|
(4.9
|
)
|
|
(0.6
|
)
|
|
(22.5
|
)
|
|||
Cash and cash equivalents, beginning of period
|
12.9
|
|
|
13.5
|
|
|
36.0
|
|
|||
Cash and cash equivalents, end of period
|
$
|
8.0
|
|
|
$
|
12.9
|
|
|
$
|
13.5
|
|
•
|
a 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
|
•
|
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.
|
•
|
Persuasive evidence of an arrangement exists
- Our customary practice is to enter into a written contract.
|
•
|
Delivery
- Delivery is deemed to have occurred when the services are rendered.
|
•
|
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.
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
DCP Midstream, LLC and its affiliates:
|
|
|
|
|
|
||||||
Transportation - affiliates
|
$
|
169.8
|
|
|
$
|
150.6
|
|
|
$
|
97.3
|
|
Other revenues - affiliates
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Cost of transportation - affiliates
|
$
|
6.8
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
General and administrative expense - affiliates
|
$
|
5.0
|
|
|
$
|
5.0
|
|
|
$
|
5.1
|
|
Southern Hills:
|
|
|
|
|
|
||||||
Transportation - affiliates
|
$
|
3.2
|
|
|
$
|
3.2
|
|
|
$
|
3.2
|
|
Phillips 66:
|
|
|
|
|
|
||||||
Transportation - affiliates
|
$
|
9.5
|
|
|
$
|
3.5
|
|
|
$
|
—
|
|
General and administrative expense - affiliates
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Spectra Energy Partners:
|
|
|
|
|
|
||||||
General and administrative expense - affiliates
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
Depreciable
|
December 31,
|
||||||
|
Life
|
2016
|
|
2015
|
||||
|
|
(millions)
|
||||||
|
|
|
||||||
Transmission systems
|
20 - 50 Years
|
$
|
1,399.1
|
|
|
$
|
1,376.1
|
|
Other
|
3 - 30 Years
|
3.3
|
|
|
3.3
|
|
||
Land
|
|
0.2
|
|
|
0.2
|
|
||
Construction work in progress
|
|
50.4
|
|
|
5.3
|
|
||
Property, plant and equipment
|
|
1,453.0
|
|
|
1,384.9
|
|
||
Accumulated depreciation
|
|
(97.9
|
)
|
|
(69.0
|
)
|
||
Property, plant and equipment, net
|
|
$
|
1,355.1
|
|
|
$
|
1,315.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Property, plant and equipment acquired with accrued liabilities
|
$
|
15.1
|
|
|
$
|
2.6
|
|
|
$
|
15.5
|
|
Other non-cash changes in property, plant and equipment, net
|
$
|
(0.3
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(1.1
|
)
|
Exhibit Number
|
|
|
|
Description
|
2.1
|
|
*#
|
|
Contribution, Conveyance and Assumption Agreement, dated December 7, 2005, among DCP Midstream Partners, LP, DCP Midstream Operating LP, DCP Midstream GP, LLC, DCP Midstream GP, LP, Duke Energy Field Services, LLC, DEFS Holding 1, LLC, DEFS Holding, LLC, DCP Assets Holdings, LP, DCP Assets Holdings, GP, LLC, Duke Energy Guadalupe Pipeline Holdings, Inc., Duke Energy NGL Services, LP, DCP LP Holdings, LP and DCP Black Lake Holdings, LLC (attached as Exhibit 10.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 12, 2005).
|
2.2
|
|
*#
|
|
Contribution Agreement, dated October 9, 2006, between DCP LP Holdings, LP and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on October 13, 2006).
|
2.3
|
|
*#
|
|
Purchase and Sale Agreement, dated March 7, 2007, between Anadarko Gathering Company, Anadarko Energy Services Company and DCP Midstream Partners, LP (attached as Exhibit 99.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 14, 2007).
|
2.4
|
|
*#
|
|
Contribution and Sale Agreement, dated May 21, 2007, between Gas Supply Resources Holdings, Inc., DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 25, 2007).
|
2.5
|
|
*#
|
|
Contribution Agreement, dated May 23, 2007, among DCP LP Holdings, LP, DCP Midstream, LLC, DCP Midstream GP, LP and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 25, 2007).
|
2.6
|
|
*#
|
|
Contribution Agreement dated February 24, 2009, among DCP LP Holdings, LLC, DCP Midstream GP, LP DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 10.16 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on March 5, 2009).
|
2.7
|
|
*#
|
|
Purchase and Sale Agreement by and Among DCP Midstream, LLC and DCP Midstream Partners, LP dated as of November 4, 2010 (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 8, 2010).
|
2.8
|
|
*#
|
|
Contribution Agreement between DCP Southeast Texas, LLC and DCP Partners SE Texas LLC dated as of November 4, 2010 (attached as Exhibit 2.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 8, 2010).
|
2.9
|
|
*#
|
|
Contribution Agreement, dated November 4, 2011, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.7 to DCP Midstream, LLC’s Schedule 13D (File No. 005-81287) dated as of January 13, 2012).
|
2.10
|
|
*#
|
|
Contribution Agreement, dated February 27, 2012, among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 1, 2012).
|
2.11
|
|
*
|
|
First Amendment to Contribution Agreement, dated March 30, 2012, among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 4, 2012).
|
2.12
|
|
*#
|
|
Contribution Agreement among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP dated June 25, 2012 (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 29, 2012).
|
2.13
|
|
*#
|
|
Contribution Agreement, dated November 2, 2012, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 7, 2012).
|
2.14
|
|
*#
|
|
Contribution Agreement dated February 27, 2013 among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 27, 2013).
|
2.15
|
|
*
|
|
First Amendment to Contribution Agreement, dated March 28, 2013, among DCP LP Holdings, LLC, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 3, 2013).
|
2.16
|
|
*#
|
|
Purchase and Sale Agreement (O'Connor Plant) by and between DCP Midstream Partners, LP and DCP Midstream, LP dated August 5, 2013 (attached as Exhibit 2.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 6, 2013).
|
2.17
|
|
*#
|
|
Purchase and Sale Agreement (Front Range Pipeline) by and among DCP Midstream Partners, LP and DCP Midstream, LP dated August 5, 2013 (attached as Exhibit 2.2 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 6, 2013).
|
Exhibit Number
|
|
|
|
Description
|
2.18
|
|
*#
|
|
Purchase and Sale Agreement, dated February 25, 2014, by and between DCP Midstream, LP, as seller, and DCP Midstream Partners, LP, as buyer (attached as Exhibit 2.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 26, 2014).
|
2.19
|
|
*#
|
|
Contribution Agreement, dated February 25, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 26, 2014).
|
2.20
|
|
*
|
|
First Amendment to Contribution Agreement, dated February 27, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 28, 2014).
|
2.21
|
|
*
|
|
Second Amendment to Contribution Agreement, dated March 28, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 2, 2014).
|
2.22
|
|
*#
|
|
Contribution Agreement, dated December 30, 2016, by and among DCP Midstream, LLC, DCP Midstream Partners, LP and DCP Midstream Operating, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
3.1
|
|
*
|
|
Certificate of Limited Partnership of DCP Midstream Partners, LP dated August 5, 2005 (attached as Exhibit 3.1 to DCP Midstream Partners, LP's Registration Statement on Form S-1 (File No. 333-128378) filed with the SEC on September 16, 2005).
|
3.2
|
|
*
|
|
Certificate of Amendment to Certificate of Limited Partnership of DCP Midstream Partners, LP dated January 11, 2017 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 17, 2017).
|
3.3
|
|
*
|
|
Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated November 1, 2006 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 7, 2006).
|
3.4
|
|
*
|
|
Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated April 11, 2008 (attached as Exhibit 4.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 14, 2008).
|
3.5
|
|
*
|
|
Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated April 1, 2009 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 7, 2009).
|
3.6
|
|
*
|
|
Amendment No. 3 to Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated January 1, 2017 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
3.7
|
|
*
|
|
Amendment No. 4 to Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated January 11, 2017 (attached as Exhibit 3.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 17, 2017).
|
4.1
|
|
*
|
|
Indenture dated as of September 30, 2010 for the issuance of debt securities between DCP Midstream Operating, LP, as issuer, any Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on September 30, 2010).
|
4.2
|
|
*
|
|
Second Supplemental Indenture dated as of March 13, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 13, 2012).
|
4.3
|
|
*
|
|
Third Supplemental Indenture dated as of June 14, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 14, 2012).
|
4.4
|
|
*
|
|
Fourth Supplemental Indenture dated as of November 27, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 27, 2012).
|
4.5
|
|
*
|
|
Fifth Supplemental Indenture dated as of March 14, 2013 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 14, 2013).
|
Exhibit Number
|
|
|
|
Description
|
4.6
|
|
*
|
|
Sixth Supplemental Indenture dated as of March 13, 2014 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 13, 2014).
|
4.7
|
|
*
|
|
Registration Rights Agreement by and among DCP Midstream Partners, LP and the purchasers named therein dated July 2, 2012 (attached as Exhibit 4.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on July 9, 2012).
|
4.8
|
|
*
|
|
Indenture, dated as of August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank (attached as Exhibit 4.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.9
|
|
*
|
|
First Supplemental Indenture, dated August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank (attached as Exhibit 4.1 to DCP Midstream, LLC’s Current Report on Form 8-K (File No. 000-31095) filed with the SEC on August 16, 2000).
|
4.10
|
|
*
|
|
Fifth Supplemental Indenture, dated as of October 27, 2006, by and between Duke Energy Field Services, LLC and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.3 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.11
|
|
*
|
|
Sixth Supplemental Indenture, dated September 17, 2007, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.4 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.12
|
|
*
|
|
Eighth Supplemental Indenture, dated February 24, 2009, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.5 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.13
|
|
*
|
|
Ninth Supplemental Indenture, dated March 11, 2010, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.6 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.14
|
|
*
|
|
Tenth Supplemental Indenture, dated September 19, 2011, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.7 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.15
|
|
*
|
|
Eleventh Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.8 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.16
|
|
*
|
|
Twelfth Supplemental Indenture, dated January 1, 2017, by and among DCP Midstream Operating, LP (as successor to DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC)), DCP Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.9 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.17
|
|
*
|
|
Indenture, dated as of May 21, 2013, by and between DCP Midstream Operating, LP (as issuer and successor to DCP Midstream, LLC) and the Bank of New York Mellon Trust Company, N.A (attached as Exhibit 4.10 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.18
|
|
*
|
|
First Supplemental Indenture, dated May 21, 2013, by and between DCP Midstream, LLC and the Bank of New York Mellon Trust Company, N.A (attached as Exhibit 4.11 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
4.19
|
|
*
|
|
Second Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A (attached as Exhibit 4.12 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
Exhibit Number
|
|
|
|
Description
|
10.1
|
|
*
|
|
Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated December 7, 2005, as amended by Amendment No. 1 dated January 20, 2009 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on March 5, 2009).
|
10.2
|
|
*
|
|
Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated February 14, 2013 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 21, 2013).
|
10.3
|
|
*
|
|
Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated November 6, 2013 (attached as Exhibit 3.3 to DCP Midstream Partners, LP’s Quarterly Report on Form 10-Q (File No. 001-32678) filed with the SEC on November 6, 2013).
|
10.4
|
|
|
|
Amendment No. 4 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated December 30, 2016.
|
10.5
|
|
*
|
|
First Amended and Restated Agreement of Limited Partnership of DCP Midstream GP, LP dated December 7, 2005 (attached as Exhibit 3.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 12, 2005).
|
10.6
|
|
*+
|
|
DCP Midstream Partners, LP Long-Term Incentive Plan (attached as Exhibit 10.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 12, 2005).
|
10.7
|
|
*+
|
|
Form of Phantom Unit and DERs Grant for Directors under the DCP Midstream Partners, LP Long-Term Incentive Plan (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Registration Statement on Form S-8 (File No. 001-32678) filed with the SEC on April 20, 2007).
|
10.8
|
|
*+
|
|
Form of Performance Phantom Unit Grant Agreement and DERs Grant for Officers/Employees under the DCP Midstream Partners, LP Long-Term Incentive Plan (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 24, 2011).
|
10.9
|
|
*+
|
|
Form of Restricted Phantom Unit Grant Agreement under the DCP Midstream Partners, LP Long-Term Incentive Plan (attached as Exhibit 10.5 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on March 1, 2011).
|
10.10
|
|
*+
|
|
DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.26 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012).
|
10.11
|
|
*+
|
|
Form of Phantom Unit and DERs Grant for Directors under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.27 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012).
|
10.12
|
|
*+
|
|
Form of Performance Phantom Unit Grant Agreement and DERs Grant for Officers/Employees under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.28 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012).
|
10.13
|
|
*+
|
|
Form of Restricted Phantom Unit Grant Agreement and DERs Grant under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.29 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012).
|
10.14
|
|
*+
|
|
DCP Midstream Partners, LP 2016 Long-Term Incentive Plan (attached as Exhibit A to DCP Midstream Partners, LP's Definitive Proxy Statement on Schedule 14A (File No. 001-32678) filed with the SEC on March 15, 2016).
|
10.15
|
|
+
|
|
DCP Midstream 2008 Long-Term Incentive Plan.
|
10.16
|
|
+
|
|
Form of Strategic Performance Unit Grant Agreement under the DCP Midstream 2008 Long-Term Incentive Plan.
|
10.17
|
|
+
|
|
Form of Restricted Phantom Unit Grant Agreement under the DCP Midstream 2008 Long-Term Incentive Plan.
|
10.18
|
|
+
|
|
DCP Midstream, LP Executive Deferred Compensation Plan.
|
10.19
|
|
+
|
|
DCP Midstream, LP Executive Deferred Compensation Plan Adoption Agreement.
|
10.20
|
|
*
|
|
Common Unit Purchase Agreement by and among DCP Midstream Partners, LP and the purchasers named therein dated June 25, 2012 (attached as Exhibit 10.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 29, 2012).
|
10.21
|
|
*
|
|
Employee Secondment Agreement, dated as of February 14, 2013, among DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 21, 2013).
|
10.22
|
|
*
|
|
Services Agreement, dated as of February 14, 2013, among DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 21, 2013).
|
Exhibit Number
|
|
|
|
Description
|
10.23
|
|
*
|
|
First Amendment to Services Agreement, dated August 5, 2013, by and between DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 6, 2013).
|
10.24
|
|
*
|
|
Second Amendment to Services Agreement, dated March 31, 2014, by and between DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 2, 2014).
|
10.25
|
|
*
|
|
Third Amendment to Services Agreement, dated February 23, 2015, by and between DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.15 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 25, 2015).
|
10.26
|
|
*
|
|
Services and Employee Secondment Agreement, dated January 1, 2017, by and between DCP Services, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
10.27
|
|
*
|
|
Form of Commercial Paper Dealer Agreement among DCP Midstream Operating, LP, DCP Midstream Partners, LP, and the Dealer party thereto (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on October 29, 2013).
|
10.28
|
|
*
|
|
Amended and Restated Credit Agreement, dated May 1, 2014, among DCP Midstream Operating, LP, DCP Midstream Partners, LP, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 7, 2014).
|
12.1
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
21.1
|
|
|
|
List of Subsidiaries of DCP Midstream, LP.
|
23.1
|
|
|
|
Consent of Deloitte & Touche LLP on Consolidated Financial Statements of DCP Midstream, LP and the effectiveness of DCP Midstream, LP's internal control over financial reporting.
|
23.2
|
|
|
|
Consent of Deloitte & Touche LLP on Consolidated Financial Statements of DCP Sand Hills Pipeline, LLC.
|
23.3
|
|
|
|
Consent of Ernst & Young LLP on Consolidated Financial Statements of Discovery Producer Services LLC.
|
24.1
|
|
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
|
31.1
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
|
Financial statements from the Annual Report on Form 10-K of DCP Midstream, LP for the year ended December 31, 2016, 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.
|
#
|
Pursuant to Item 601(b)(2) of Regulation S-K, the Partnership agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
|
|
DCP Midstream, LP
|
|||
|
|
|
||
|
By:
|
DCP Midstream GP, LP
its General Partner
|
||
|
|
|
||
|
By:
|
DCP Midstream GP, LLC
its General Partner
|
||
|
|
|
||
Dated: February 15, 2017
|
By:
|
/s/ Wouter T. van Kempen
|
||
|
|
Name:
|
Wouter T. van Kempen
|
|
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
(Principal Executive Officer)
|
Signature
|
Title (Position with DCP Midstream GP, LLC)
|
Date
|
|
|
|
/s/ Wouter T. van Kempen
|
Chief Executive Officer, President,
Chairman of the Board and Director
|
February 15, 2017
|
Wouter T. van Kempen
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Sean P. O'Brien
|
Group Vice President and Chief Financial Officer
|
February 15, 2017
|
Sean P. O'Brien
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(Principal Financial Officer)
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/s/ Richard A. Loving
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Chief Accounting Officer
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February 15, 2017
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Richard A. Loving
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(Principal Accounting Officer)
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/s/ Guy G. Buckley
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Director
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February 15, 2017
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Guy G. Buckley
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/s/ Allen C. Capps
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Director
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February 15, 2017
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Allen C. Capps
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/s/ Fred J. Fowler
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Director
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February 15, 2017
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Fred J. Fowler
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/s/ William F. Kimble
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Director
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February 15, 2017
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William F. Kimble
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/s/ Brian Mandell
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Director
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February 15, 2017
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Brian Mandell
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/s/ Bill Waycaster
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Director
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February 15, 2017
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Bill Waycaster
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/s/ John Zuklic
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Director
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February 15, 2017
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John Zuklic
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Exhibit Number
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Description
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2.1
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*#
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Contribution, Conveyance and Assumption Agreement, dated December 7, 2005, among DCP Midstream Partners, LP, DCP Midstream Operating LP, DCP Midstream GP, LLC, DCP Midstream GP, LP, Duke Energy Field Services, LLC, DEFS Holding 1, LLC, DEFS Holding, LLC, DCP Assets Holdings, LP, DCP Assets Holdings, GP, LLC, Duke Energy Guadalupe Pipeline Holdings, Inc., Duke Energy NGL Services, LP, DCP LP Holdings, LP and DCP Black Lake Holdings, LLC (attached as Exhibit 10.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 12, 2005).
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2.2
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*#
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Contribution Agreement, dated October 9, 2006, between DCP LP Holdings, LP and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on October 13, 2006).
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2.3
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*#
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Purchase and Sale Agreement, dated March 7, 2007, between Anadarko Gathering Company, Anadarko Energy Services Company and DCP Midstream Partners, LP (attached as Exhibit 99.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 14, 2007).
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2.4
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*#
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Contribution and Sale Agreement, dated May 21, 2007, between Gas Supply Resources Holdings, Inc., DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 25, 2007).
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2.5
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*#
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Contribution Agreement, dated May 23, 2007, among DCP LP Holdings, LP, DCP Midstream, LLC, DCP Midstream GP, LP and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 25, 2007).
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2.6
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*#
|
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Contribution Agreement dated February 24, 2009, among DCP LP Holdings, LLC, DCP Midstream GP, LP DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 10.16 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on March 5, 2009).
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2.7
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*#
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Purchase and Sale Agreement by and Among DCP Midstream, LLC and DCP Midstream Partners, LP dated as of November 4, 2010 (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 8, 2010).
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2.8
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*#
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Contribution Agreement between DCP Southeast Texas, LLC and DCP Partners SE Texas LLC dated as of November 4, 2010 (attached as Exhibit 2.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 8, 2010).
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2.9
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*#
|
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Contribution Agreement, dated November 4, 2011, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.7 to DCP Midstream, LLC’s Schedule 13D (File No. 005-81287) dated as of January 13, 2012).
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2.1
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*#
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Contribution Agreement, dated February 27, 2012, among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 1, 2012).
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2.11
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|
*
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First Amendment to Contribution Agreement, dated March 30, 2012, among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 4, 2012).
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2.12
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|
*#
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Contribution Agreement among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP dated June 25, 2012 (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 29, 2012).
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2.13
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*#
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Contribution Agreement, dated November 2, 2012, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 7, 2012).
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2.14
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*#
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Contribution Agreement dated February 27, 2013 among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 27, 2013).
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2.15
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*
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First Amendment to Contribution Agreement, dated March 28, 2013, among DCP LP Holdings, LLC, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 3, 2013).
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2.16
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*#
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Purchase and Sale Agreement (O'Connor Plant) by and between DCP Midstream Partners, LP and DCP Midstream, LP dated August 5, 2013 (attached as Exhibit 2.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 6, 2013).
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2.17
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*#
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Purchase and Sale Agreement (Front Range Pipeline) by and among DCP Midstream Partners, LP and DCP Midstream, LP dated August 5, 2013 (attached as Exhibit 2.2 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 6, 2013).
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2.18
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*#
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Purchase and Sale Agreement, dated February 25, 2014, by and between DCP Midstream, LP, as seller, and DCP Midstream Partners, LP, as buyer (attached as Exhibit 2.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 26, 2014).
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2.19
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*#
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Contribution Agreement, dated February 25, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 26, 2014).
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2.2
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*
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First Amendment to Contribution Agreement, dated February 27, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 28, 2014).
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2.21
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*
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Second Amendment to Contribution Agreement, dated March 28, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 2, 2014).
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2.22
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*#
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Contribution Agreement, dated December 30, 2016, by and among DCP Midstream, LLC, DCP Midstream Partners, LP and DCP Midstream Operating, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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3.1
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*
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Certificate of Limited Partnership of DCP Midstream Partners, LP dated August 5, 2005 (attached as Exhibit 3.1 to DCP Midstream Partners, LP's Registration Statement on Form S-1 (File No. 333-128378) filed with the SEC on September 16, 2005).
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3.2
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*
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Certificate of Amendment to Certificate of Limited Partnership of DCP Midstream Partners, LP dated January 11, 2017 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 17, 2017).
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3.3
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*
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Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated November 1, 2006 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 7, 2006).
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3.4
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*
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Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated April 11, 2008 (attached as Exhibit 4.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 14, 2008).
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3.5
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*
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Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated April 1, 2009 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 7, 2009).
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3.6
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*
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Amendment No. 3 to Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated January 1, 2017 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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3.7
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*
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Amendment No. 4 to Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP dated January 11, 2017 (attached as Exhibit 3.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 17, 2017).
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4.1
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*
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Indenture dated as of September 30, 2010 for the issuance of debt securities between DCP Midstream Operating, LP, as issuer, any Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on September 30, 2010).
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4.2
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*
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Second Supplemental Indenture dated as of March 13, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 13, 2012).
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4.3
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*
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Third Supplemental Indenture dated as of June 14, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 14, 2012).
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4.4
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*
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Fourth Supplemental Indenture dated as of November 27, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 27, 2012).
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4.5
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*
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Fifth Supplemental Indenture dated as of March 14, 2013 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 14, 2013).
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4.6
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*
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Sixth Supplemental Indenture dated as of March 13, 2014 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 13, 2014).
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4.7
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*
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Registration Rights Agreement by and among DCP Midstream Partners, LP and the purchasers named therein dated July 2, 2012 (attached as Exhibit 4.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on July 9, 2012).
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4.8
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*
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Indenture, dated as of August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank (attached as Exhibit 4.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.9
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*
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First Supplemental Indenture, dated August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank (attached as Exhibit 4.1 to DCP Midstream, LLC’s Current Report on Form 8-K (File No. 000-31095) filed with the SEC on August 16, 2000).
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4.1
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*
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Fifth Supplemental Indenture, dated as of October 27, 2006, by and between Duke Energy Field Services, LLC and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.3 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.11
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*
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Sixth Supplemental Indenture, dated September 17, 2007, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.4 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.12
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*
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Eighth Supplemental Indenture, dated February 24, 2009, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.5 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.13
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*
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Ninth Supplemental Indenture, dated March 11, 2010, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.6 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.14
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*
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Tenth Supplemental Indenture, dated September 19, 2011, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.7 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.15
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*
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Eleventh Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.8 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.16
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*
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Twelfth Supplemental Indenture, dated January 1, 2017, by and among DCP Midstream Operating, LP (as successor to DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC)), DCP Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) (attached as Exhibit 4.9 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.17
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*
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Indenture, dated as of May 21, 2013, by and between DCP Midstream Operating, LP (as issuer and successor to DCP Midstream, LLC) and the Bank of New York Mellon Trust Company, N.A (attached as Exhibit 4.10 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.18
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*
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First Supplemental Indenture, dated May 21, 2013, by and between DCP Midstream, LLC and the Bank of New York Mellon Trust Company, N.A (attached as Exhibit 4.11 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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4.19
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*
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Second Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A (attached as Exhibit 4.12 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
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10.1
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*
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Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated December 7, 2005, as amended by Amendment No. 1 dated January 20, 2009 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on March 5, 2009).
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10.2
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*
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Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated February 14, 2013 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 21, 2013).
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10.3
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*
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Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated November 6, 2013 (attached as Exhibit 3.3 to DCP Midstream Partners, LP’s Quarterly Report on Form 10-Q (File No. 001-32678) filed with the SEC on November 6, 2013).
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10.4
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Amendment No. 4 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated December 30, 2016.
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10.5
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*
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First Amended and Restated Agreement of Limited Partnership of DCP Midstream GP, LP dated December 7, 2005 (attached as Exhibit 3.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 12, 2005).
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10.6
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*+
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DCP Midstream Partners, LP Long-Term Incentive Plan (attached as Exhibit 10.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 12, 2005).
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10.7
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*+
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Form of Phantom Unit and DERs Grant for Directors under the DCP Midstream Partners, LP Long-Term Incentive Plan (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Registration Statement on Form S-8 (File No. 001-32678) filed with the SEC on April 20, 2007).
|
10.8
|
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*+
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|
Form of Performance Phantom Unit Grant Agreement and DERs Grant for Officers/Employees under the DCP Midstream Partners, LP Long-Term Incentive Plan (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 24, 2011).
|
10.9
|
|
*+
|
|
Form of Restricted Phantom Unit Grant Agreement under the DCP Midstream Partners, LP Long-Term Incentive Plan (attached as Exhibit 10.5 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on March 1, 2011).
|
10.10
|
|
*+
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|
DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.26 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012).
|
10.11
|
|
*+
|
|
Form of Phantom Unit and DERs Grant for Directors under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.27 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012).
|
10.12
|
|
*+
|
|
Form of Performance Phantom Unit Grant Agreement and DERs Grant for Officers/Employees under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.28 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012).
|
10.13
|
|
*+
|
|
Form of Restricted Phantom Unit Grant Agreement and DERs Grant under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.29 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012).
|
10.14
|
|
*+
|
|
DCP Midstream Partners, LP 2016 Long-Term Incentive Plan (attached as Exhibit A to DCP Midstream Partners, LP's Definitive Proxy Statement on Schedule 14A (File No. 001-32678) filed with the SEC on March 15, 2016).
|
10.15
|
|
+
|
|
DCP Midstream 2008 Long-Term Incentive Plan.
|
10.16
|
|
+
|
|
Form of Strategic Performance Unit Grant Agreement under the DCP Midstream 2008 Long-Term Incentive Plan.
|
10.17
|
|
+
|
|
Form of Restricted Phantom Unit Grant Agreement under the DCP Midstream 2008 Long-Term Incentive Plan.
|
10.18
|
|
+
|
|
DCP Midstream, LP Executive Deferred Compensation Plan.
|
10.19
|
|
+
|
|
DCP Midstream, LP Executive Deferred Compensation Plan Adoption Agreement.
|
10.20
|
|
*
|
|
Common Unit Purchase Agreement by and among DCP Midstream Partners, LP and the purchasers named therein dated June 25, 2012 (attached as Exhibit 10.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 29, 2012).
|
10.21
|
|
*
|
|
Employee Secondment Agreement, dated as of February 14, 2013, among DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 21, 2013).
|
10.22
|
|
*
|
|
Services Agreement, dated as of February 14, 2013, among DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 21, 2013).
|
10.23
|
|
*
|
|
First Amendment to Services Agreement, dated August 5, 2013, by and between DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 6, 2013).
|
10.24
|
|
*
|
|
Second Amendment to Services Agreement, dated March 31, 2014, by and between DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 2, 2014).
|
10.25
|
|
*
|
|
Third Amendment to Services Agreement, dated February 23, 2015, by and between DCP Midstream Partners, LP and DCP Midstream, LP (attached as Exhibit 10.15 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 25, 2015).
|
10.26
|
|
*
|
|
Services and Employee Secondment Agreement, dated January 1, 2017, by and between DCP Services, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017).
|
10.27
|
|
*
|
|
Form of Commercial Paper Dealer Agreement among DCP Midstream Operating, LP, DCP Midstream Partners, LP, and the Dealer party thereto (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on October 29, 2013).
|
10.28
|
|
*
|
|
Amended and Restated Credit Agreement, dated May 1, 2014, among DCP Midstream Operating, LP, DCP Midstream Partners, LP, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 7, 2014).
|
12.1
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
21.1
|
|
|
|
List of Subsidiaries of DCP Midstream, LP.
|
23.1
|
|
|
|
Consent of Deloitte & Touche LLP on Consolidated Financial Statements of DCP Midstream, LP and the effectiveness of DCP Midstream, LP's internal control over financial reporting.
|
23.2
|
|
|
|
Consent of Deloitte & Touche LLP on Consolidated Financial Statements of DCP Sand Hills Pipeline, LLC.
|
23.3
|
|
|
|
Consent of Ernst & Young LLP on Consolidated Financial Statements of Discovery Producer Services LLC.
|
24.1
|
|
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
|
31.1
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
|
Financial statements from the Annual Report on Form 10-K of DCP Midstream, LP for the year ended December 31, 2016, 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.
|
#
|
Pursuant to Item 601(b)(2) of Regulation S-K, the Partnership agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
|
1.
|
The LLC Agreement is hereby amended by inserting the following new defined terms in Section 1.1 thereof:
|
2.
|
The LLC Agreement is hereby amended by restating Section 6.02 in its entirety as follows:
|
3.
|
Except as modified and amended herein, which amendments shall be effective as of the date of this Amendment, the terms and provisions of the LLC Agreement shall remain in full force and effect. As of the effectiveness of this Amendment, all references in the LLC Agreement to the “Agreement” shall be deemed to mean the LLC Agreement as amended by this Amendment.
|
4.
|
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof. This Amendment may be signed in any number of counterparts, all of which together shall constitute a single signed original. Facsimiles and photocopies of this Amendment shall have the same force and effect as a signed original.
|
DCP MIDSTREAM, LLC
By: /s/ Brent L. Backes Name: Brent L. Backes Title: Group Vice President, General Counsel and Corporate Secretary |
Director Name
|
Classification as of the Date of Amendment
|
Wouter T. van Kempen
|
N/A
|
William F. Kimble
|
Independent Director
|
Guy C. Buckley
|
Class B Director
|
Brian Mandell
|
Class A Director
|
Fred J. Fowler
|
Independent Director
|
Bill W. Waycaster
|
Independent Director
|
Allen C. Capps
|
Class B Director
|
John Zuklic
|
Class A Director
|
TABLE OF CONTENTS
|
|||
|
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Page
|
|
1.
|
Definitions
|
1
|
|
2.
|
Administration
|
4
|
|
3.
|
Eligibility and Participation
|
5
|
|
4.
|
Grants
|
5
|
|
5.
|
Amendment or Discontinuance
|
7
|
|
6.
|
Recapitalization, Merger, and Consolidation; Change in Control
|
7
|
|
7.
|
Miscellaneous
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
Grant of Awards
|
4.2
|
Provisions Common to Awards
|
DCP Midstream, LLC
|
|
By:
/s/ Brent L. Backes
|
|
Brent L. Backes
|
Group Vice-President
|
General Counsel & Secretary
|
|
|
|
|
1.
|
Grant of Strategic Performance Units
. DCP Services, LLC (the “Company”) hereby grants to you Strategic Performance Units (“SPUs”) allocated as ______ Phillips 66 units and ________ Spectra Energy Corp (“Spectra Energy”) units under the DCP Services, LLC 2008 Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein. The number of SPUs has been determined based on the average closing price of the Phillips 66 (50%) and Spectra Energy (50%) equity during the last twenty trading days immediately prior to the Grant Date and includes a tandem Dividend Equivalent Right (“DER”) grant with respect to each SPU. The Company will establish a DER bookkeeping account for you with respect to each SPU granted that shall be credited with an amount equal to the cash dividends made during the Performance Period with respect to the Phillips 66 and Spectra Energy common shares. Unless otherwise defined herein, terms used, but not defined, in this Grant Agreement shall have the same meaning as set forth in the Plan.
|
2.
|
Performance Goals and Vesting
.
The SPUs granted hereunder shall become Vested only if (i) the Strategic Performance goals set forth in the Performance Schedule attached hereto are achieved at the end of the Performance Period and (ii) you have not incurred a Termination of Service prior to the end of the Performance Period, except as provided in Paragraph 3 below. To the extent the Strategic Performance goals are not achieved, the SPUs shall be forfeited automatically at the end of the Performance Period without payment.
|
3.
|
Contingent Vesting Events
. You may become contingently Vested prior to the end of the Performance Period as provided below, but unless the Strategic Performance goals for the Performance Period are achieved, you will not become entitled to a payment with respect to SPUs.
|
(a)
|
Death, Disability, Retirement or Layoff
. If you incur a Termination of Service after the first anniversary of your initial Grant Date for the year, as a result of your death, Disability, Retirement or Layoff, a percentage of your SPUs will become contingently Vested in a pro-rata share (rounded to the nearest whole SPU) based on the number of days in the Performance Period that have lapsed through the date of your Termination of Service over the total number of days in the Performance Period. The number of your SPUs that do not become contingently Vested as provided above will be forfeited automatically on the date of your Termination of Service without payment.
|
(b)
|
Other Terminations of Service
. If your Termination of Service occurs prior to the end of the Performance Period for any reason other than as provided in Paragraph 3(a) above, all of your SPUs shall be forfeited without payment automatically upon the date of your Termination of Service.
|
4.
|
Transfer of Partnership Interests by Phillips 66 or Spectra Energy.
In the event the membership interest of either Phillips 66 or Spectra Energy in DCP Midstream, LLC is transferred, then the SPUs allocated based on the transferring entity may be modified to use the common stock of any such successor owner of DCP Midstream, LLC as determined in the sole discretion of the Compensation Committee.
|
5.
|
Payments
.
|
(a)
|
SPUs
. As soon as administratively practicable after the last day of the Performance Period the Committee will determine whether, and the extent to which, the Strategic Performance goals set forth on the Performance Schedule have been achieved and the number of your SPUs that have become Vested as a result of such achievement. The Company will then pay you in cash, an amount equal to the average closing price of your Vested SPUs based on the last twenty trading days immediately prior to the end of the Performance Period, less any taxes the Company is required to withhold from such payment. Payment will be made as soon as practicable after the end of the Performance Period, but no later than 2½ months following the end of the Plan year in which the Performance Period terminates unless deferred into the Executive Deferred Compensation Plan in accordance with Code Section 409A less all applicable taxes required to be withheld therefrom.
|
(b)
|
DERs
. As soon as administratively practicable after the end of the Performance Period (but no later than 2½ months following the end of the calendar year in which the Performance Period terminates), the Company shall pay you in cash, with respect to each SPU that became Vested at the end of the Performance Period, an amount equal to the DERs credited to your DER account during the Performance Period with respect to such Vested SPUs, less any taxes the Company is required to withhold from such payment.
|
6.
|
Limitations Upon Transfer
. All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or by a beneficiary designation form filed with the Company in accordance with the procedures established by the Company for such designation, and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
|
7.
|
Binding Effect
. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under you.
|
8.
|
Entire Agreement
.
This Agreement along with the Plan constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the SPUs granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.
|
9.
|
Modifications
. Any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.
|
10.
|
Governing Law
. This grant shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to conflicts of laws or principles thereof.
|
11.
|
Plan Controls
.
By accepting this Grant, you acknowledge and agree that the SPUs are granted under and governed by the terms and conditions of this Agreement and the Plan, a copy of which has been furnished to you. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control. All decisions or interpretations of the Committee upon any questions relating to the Plan or this Agreement are binding, conclusive and final on all persons.
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
Grantee Acknowledgement and Acceptance
|
|
|
|
|
|
By:
|
|
Name:
|
|
|
1.
|
Grant of Restricted Phantom Units
. DCP Services, LLC (the “Company”) hereby grants to you Restricted Phantom Units (“RPUs”) allocated as _______ Phillips 66 units and _______ Spectra Energy Corp (“Spectra Energy”) units under the DCP Services, LLC 2008 Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein. The number of RPUs has been determined based on the average closing price of the Phillips 66 (50%) and Spectra Energy (50%) equity during the last twenty trading days immediately prior to the Grant Date and includes a tandem Dividend Equivalent Right (“DER”) grant with respect to each RPU. The Company will establish a DER bookkeeping account for you with respect to each RPU granted that shall be credited with an amount equal to the cash dividends made during the Performance Period with respect to the Phillips 66 and Spectra Energy common shares. Unless otherwise defined herein, terms used, but not defined, in this Grant Agreement shall have the same meaning as set forth in the Plan.
|
2.
|
Vesting
.
Except as provided in Paragraph 3 below, the RPUs granted hereunder shall become Vested only if you have not incurred a Termination of Service prior to the end of the Performance Period.
|
3.
|
Early Vesting Events
. You may become Vested prior to the end of the Performance Period as provided in Paragraph (a) below.
|
(a)
|
Death, Disability, Layoff or Retirement
. If you incur a Termination of Service after the first anniversary of your initial Grant Date for the year, as a result of your death, Disability or Layoff, the Performance Period shall terminate and your RPUs and unpaid DERs will become fully Vested on the date of your Termination of Service. If you incur a Termination of Service after the first anniversary of your initial Grant Date for the year as a result of your Retirement, the Company may, in its sole discretion, vest (fully or on a pro-rata basis) the RPUs and unpaid DERs and terminate the Performance Period.
|
(b)
|
Other Terminations of Service
. If your Termination of Service occurs prior to the end of the Performance Period for any reason other than as provided in Paragraph 3(a) above, the Performance Period shall terminate and all of your RPUs and unpaid DERs shall be forfeited automatically upon the date of your Termination of Service.
|
4.
|
Transfer of Partnership Interests by Phillips 66 or Spectra Energy
.
In the event the membership interest of either Phillips 66 or Spectra Energy in DCP Midstream, LLC is transferred, then the RPUs allocated based on the transferring entity may be modified to use the common stock of any such successor owner of DCP Midstream, LLC as determined in the sole discretion of the Compensation Committee.
|
5.
|
Payments
.
|
(a)
|
RPUs
. As soon as administratively practicable after the last day of the Performance Period, you will be paid in cash, an amount equal to the average closing price of your Vested RPUs based on the last twenty trading days immediately prior to the end of the Performance Period, less any taxes the Company is required to withhold from such payment. Payment will be made no later than the 15th day of the third month following the end of the calendar year in which the Performance Period terminates unless deferred into the Executive Deferred Compensation Plan in accordance with Code Section 409A.
|
(b)
|
DERs
. As soon as practicable after the end of each calendar quarter during the Performance Period, the Company shall pay you in cash, with respect to each RPU, an amount equal to the DERs credited to your DER account during that calendar quarter, less any taxes the Company is required to withhold from such payment.
|
6.
|
Limitations Upon Transfer
. All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or by a beneficiary designation form filed with the Company in accordance with the procedures established by the Company for such designation, and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
|
7.
|
Binding Effect
. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under you.
|
8.
|
Entire Agreement
. This Agreement along with the Plan constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RPUs granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.
|
9.
|
Modifications
. Any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.
|
10.
|
Governing Law
. This grant shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to conflicts of laws or principles thereof.
|
11.
|
Plan Controls
.
By accepting this Grant, you acknowledge and agree that the RPUs are granted under and governed by the terms and conditions of this Agreement and the Plan, a copy of which has been furnished to you. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control. All decisions or interpretations of the Committee upon any questions relating to the Plan or this Agreement are binding, conclusive and final on all persons.
|
DCP Services, LLC
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
Grantee Acknowledgement and Acceptance
|
|
|
|
|
|
By:
|
|
Name:
|
|
(i)
|
To amend the Plan;
|
(ii)
|
To appoint and remove members of the Committee; and
|
(iii)
|
To terminate the Plan as permitted in Section 14.
|
(i)
|
To designate Participants;
|
(ii)
|
To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise provided in Section 16 relating to claims procedure;
|
(iii)
|
To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;
|
(iv)
|
To account for the amount credited to the Deferred Compensation Account of a Participant;
|
(v)
|
To direct the Employer in the payment of benefits;
|
(vi)
|
To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and
|
(vii)
|
To administer the claims procedure to the extent provided in Section 16.
|
(i)
|
the specific reason or reasons for the adverse determination;
|
(ii)
|
specific reference to pertinent Plan provisions on which the adverse determination is based;
|
(iii)
|
a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
|
(iv)
|
a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).
|
2.6
|
Committee:
|
The duties of the Committee set forth in the Plan shall be satisfied by:
|
|
|
—
|
(a)
|
Company
|
|
—
|
(b)
|
The administrative committee appointed by the Board to serve at the pleasure of the Board.
|
|
—
|
(c)
|
Board.
|
|
XX
|
(d)
|
Other (specify):
Compensation Committee of The Board of Directors or such other Committee as delegated by the Compensation Committee
.
|
2.8
|
Compensation:
The “Compensation” of a Participant shall mean all of a Participant’s:
|
|
XX
|
(a)
|
Base salary.
|
|
—
|
(b)
|
Service Bonus.
|
|
—
|
(c)
|
Performance-Based Compensation earned in a period of 12 months or more.
|
|
—
|
(d)
|
Commissions.
|
|
—
|
(e)
|
Compensation received as an Independent Contractor reportable on Form 1099.
|
|
XX
|
(f)
|
Other:
Short Term Incentive Compensation.
|
|
XX
|
(g)
|
Other:
Restricted Phantom Long Term Incentive Compensation
.
|
|
XX
|
(h)
|
Other:
Relative Performance Long Term Incentive Compensation
.
|
|
XX
|
(i)
|
Other:
Strategic Performance Long Term Incentive Compensation
.
|
|
XX
|
(j)
|
Other:
Other Bonus
.
|
2.9
|
Crediting Date:
The Deferred Compensation Account of a Participant shall be credited as follows:
|
|
—
|
(a)
|
The last business day of each Plan Year.
|
|
||
|
—
|
(b)
|
The last business day of each calendar quarter during the Plan Year.
|
|
||
|
—
|
(c)
|
The last business day of each month during the Plan Year.
|
|
||
|
—
|
(d)
|
The last business day of each payroll period during the Plan Year.
|
|
||
|
—
|
(e)
|
Each pay day as reported by the Employer.
|
|
||
|
XX
|
(f)
|
On any business day as specified by the Employer.
|
|
||
|
—
|
(g)
|
Other:
|
|
.
|
|
XX
|
(a)
|
On any business day as specified by the Employer.
|
||
|
—
|
(b)
|
Other:
|
|
.
|
2.13
|
Effective Date:
|
|
—
|
(a)
|
This is a newly-established Plan, and the Effective Date of the Plan is
|
|
.
|
|
XX
|
(b)
|
This is an amendment and restatement of a plan named
DCP Midstream, LP Executive Deferred Compensation Plan
with an effective date of
January l, 2005
. The Effective Date of this amended and restated Plan is
August 1, 2009
. This is amendment number
2
.
|
||
|
|
|
|||
|
|
|
|||
|
|
|
—
|
(i)
|
All amounts in Deferred Compensation Accounts shall be subject to the provisions of this amended and restated Plan.
|
|
|
|
XX
|
(ii)
|
Any Grandfathered Amounts shall be subject to the Plan rules in effect on October 3, 2004.
|
2.20
|
Normal Retirement Age:
The Normal Retirement Age of a Participant shall be:
|
|
XX
|
(a)
|
Age
55
.
|
|
|
|
|
||
|
—
|
(b)
|
The later of age___ or the_______ anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.
|
||||||
|
—
|
(c)
|
Other:
|
|
.
|
2.23
|
Participating Employer(s):
As of the Effective Date, the following Participating Employer(s) are parties to the Plan:
|
|
Name of Employer
|
Address
|
Telephone No.
|
EIN
|
|
DCP Midstream, LP
|
370 17
th
Street, Suite 2500
|
303-595-3331
|
84-1041166
|
|
|
Denver, CO 80202
|
|
|
2.26
|
Plan:
The name of the Plan is
|
2.28
|
Plan Year:
The Plan Year shall end each year on the last day of the month of
December
.
|
2.30
|
Seniority Date:
The date on which a Participant has:
|
|
XX
|
(a)
|
Attained age
55
.
|
|
—
|
(b)
|
Completed __ Years of Service from First Date of Service.
|
|
—
|
(c)
|
Attained age__ and completed __ Years of Service from First Date of Service.
|
|
—
|
(d)
|
Attained an age as elected by the Participant.
|
|
—
|
(e)
|
Not applicable – distribution elections for Separation from Service are not based on Seniority Date
|
—
|
(a)
|
Employer Discretionary Credits
: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
|
|
||||||
|
—
|
(i)
|
An amount determined each Plan Year by the Employer.
|
|
|
|
|
|||
|
—
|
(ii)
|
Other: ________________________________________.
|
|
|
|
|
|||
—
|
(b)
|
Other Employer Credits
: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
|
|||||||
|
—
|
(i)
|
An amount determined each Plan Year by the Employer.
|
|
|
|
|
|||
|
—
|
(ii)
|
Other: ________________________________________.
|
|
|
|
|
|||
XX
|
(c)
|
Employer Retirement & Other Credits
: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
|
|||||||
|
XX
|
(i)
|
An amount determined each Plan Year by the Employer.
|
|
|
|
||||
|
—
|
(ii)
|
Other: ______________________________________.
|
|
|
|
||||
XX
|
(d)
|
Employer Matching Credits
: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
||||||||
|
XX
|
(i)
|
An amount determined each Plan Year by the Employer.
|
|
|
|
||||
|
—
|
(ii)
|
Other: _________________________________.
|
|
|
|
||||
—
|
(e)
|
Employer Credits not allowed.
|
|
|
|
|
|
XX
|
(a)
|
A Participant’s becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1.
|
—
|
(b)
|
A Participant becoming Disabled shall
not
be a Qualifying Distribution Event.
|
—
|
(a)
|
An amount to be determined by the Committee.
|
||
—
|
(b)
|
Other:________________________________________________.
|
|
|
XX
|
(c)
|
No additional benefits.
|
|
|
XX
|
(a)
|
In-Service Accounts are allowed with respect to:
|
|
|
|
—
|
Participant Deferral Credits only.
|
|
|
—
|
Employer Credits only.
|
|
|
XX
|
Participant Deferral and Employer Credits.
|
|
|
In-service distributions may be made in the following manner:
|
|
|
|
XX
|
Single lump sum payment.
|
|
|
—
|
Annual installments over a term certain not to exceed _ years.
|
|
|
Education Accounts are allowed with respect to:
|
|
|
|
—
|
Participant Deferral Credits only.
|
|
|
—
|
Employer Credits only.
|
|
|
XX
|
Participant Deferral and Employer Credits.
|
|
|
Education Accounts distributions may be made in the following manner:
|
|
|
|
—
|
Single lump sum payment.
|
|
|
XX
|
Annual installments over a term certain not to exceed
5
years.
|
|
|
If applicable, amounts not vested at the time payments due under this Section cease will be:
|
|
|
|
—
|
Forfeited
|
|
|
XX
|
Distributed at Separation from Service if vested at that time
|
—
|
(b)
|
No In-Service or Education Distributions permitted.
|
—
|
(a)
|
Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.
|
|
XX
|
(b)
|
A Change in Control shall
not
be a Qualifying Distribution Event.
|
|
XX
|
(a)
|
Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.
|
|
|
|
—
|
(b)
|
An Unforeseeable Emergency shall
not
be a Qualifying Distribution Event
|
—
|
(a)
|
Normal Retirement Age.
|
|
|
|
||||||
XX
|
(b)
|
Death.
|
|
|
|
|
|
||||
XX
|
(c)
|
Disability.
|
|
|
|
|
|
||||
XX
|
(d)
|
Change in Control Event
|
|
|
|
||||||
XX
|
(e)
|
Other:
Committee Discretion
|
|
|
|
||||||
XX
|
(f)
|
Satisfaction of the vesting requirement as specified below:
|
|
||||||||
|
—
|
Employer Discretionary Credits:
|
|
|
|
||||||
|
—
|
(i)
|
Immediate 100% vesting.
|
|
|||||||
|
—
|
(ii)
|
100% vesting after __Years of Service.
|
||||||||
|
—
|
(iii)
|
100% vesting at age __
|
.
|
|
||||||
|
—
|
(iv)
|
Number of Years
|
|
Vested
|
||||||
|
|
|
of Service
|
|
Percentage
|
|
|||||
|
|
|
Less than
|
1
|
|
__%
|
|
||||
|
|
|
|
1
|
|
__%
|
|
||||
|
|
|
|
2
|
|
__%
|
|
||||
|
|
|
|
3
|
|
__%
|
|
||||
|
|
|
|
4
|
|
__%
|
|
||||
|
|
|
|
5
|
|
__%
|
|
||||
|
|
|
|
6
|
|
__%
|
|
||||
|
|
|
|
7
|
|
__%
|
|
||||
|
|
|
|
8
|
|
__%
|
|
||||
|
|
|
|
9
|
|
__%
|
|
||||
|
|
|
|
10 or more
|
__%
|
|
—
|
(1)
|
First Day of Service.
|
—
|
(2)
|
Effective Date of Plan Participation.
|
—
|
(3)
|
Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.
|
—
|
Other Employer Credits:
|
XX
|
(i)
|
Immediate 100% vesting for credits made before 1/1/2009.
|
|||||
—
|
(ii)
|
100% vesting after __ Years of Service.
|
|||||
—
|
(iii)
|
100% vesting at age ___.
|
|||||
XX
|
(iv)
|
Number of Years
|
|
Vested
|
|||
|
|
of Service
|
|
|
Percentage
|
||
|
|
Less than
|
1
|
|
—
|
|
%
|
|
|
|
1
|
|
20
|
|
%
|
|
|
|
2
|
|
40
|
|
%
|
|
|
|
3
|
|
60
|
|
%
|
|
|
|
4
|
|
80
|
|
%
|
|
|
|
5
|
|
100
|
|
%
|
|
|
|
6
|
|
__%
|
|
|
|
|
|
7
|
|
__%
|
|
|
|
|
|
8
|
|
__%
|
|
|
|
|
|
9
|
|
__%
|
|
|
|
|
|
10 or more
|
__%
|
|
|
|
|
For credits made after 12/31/08.
|
For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
|
|||||
|
|
|
|
|
|
—
|
(1)
|
First Day of Service.
|
|
|
|
—
|
(2)
|
Effective Date of Plan Participation.
|
|||
—
|
(3)
|
Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.
|
|||
XX
|
(4)
|
Benefit Eligibility Date.
|
XX
|
Employer Matching Credits:
|
|
|
|
||
XX
|
(i)
|
Immediate 100% vesting.
|
|
|||
—
|
(ii)
|
100% vesting after __Years of Service.
|
||||
—
|
(iii)
|
100% vesting at age __.
|
|
|||
—
|
(iv)
|
Number of Years
|
|
Vested
|
|
|
of Service
|
|
|
Percentage
|
|
|
|
Less than
|
1
|
|
__%
|
|
|
|
|
|
1
|
|
__%
|
|
|
|
|
2
|
|
__%
|
|
|
|
|
3
|
|
__%
|
|
|
|
|
4
|
|
__%
|
|
|
|
|
5
|
|
__%
|
|
|
|
|
6
|
|
__%
|
|
|
|
|
7
|
|
__%
|
|
|
|
|
8
|
|
__%
|
|
|
|
|
9
|
|
__%
|
|
|
|
|
10 or more
|
__%
|
For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
|
|||||||
|
|
|
|
|
|
||
—
|
(1)
|
First Day of Service.
|
|
|
|||
—
|
(2)
|
Effective Date of Plan Participation.
|
|||||
—
|
(3)
|
Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.
|
(a)
|
Separation from Service prior to Seniority Date. or Separation from Service if Seniority Date is Not Applicable
|
||
|
XX
|
(i)
|
A lump sum.
|
|
—
|
(ii)
|
Annual installments over a term certain as elected by the Participant not to exceed ___ years.
|
|
—
|
(iii)
|
Other: ________________________________________________________.
|
(b)
|
Separation from Service on or After Seniority Date. If Applicable
|
||
|
XX
|
(i)
|
A lump sum.
|
|
—
|
(ii)
|
Annual installments over a term certain as elected by the Participant not to exceed ___ years.
|
|
XX
|
(iii)
|
Other:
Annual Installments as elected by the Participant of at least 3 years and not more than 10 years
.
|
|
|
|
|
(c)
|
Separation from Service Upon a Change in Control Event
|
||
|
XX
|
(i)
|
A lump sum.
|
|
—
|
(ii)
|
Annual installments over a term certain as elected by the Participant not to exceed ___ years.
|
|
—
|
(iii)
|
Other: _______________________________________________________.
|
(d)
|
Death
|
|
|
|
XX
|
(i)
|
A lump sum.
|
|
XX
|
(ii)
|
Annual installments over a term certain as elected by the Participant not to exceed
3
years.
|
|
—
|
(iii)
|
Other: _______________________________________________________.
|
(e)
|
Disability
|
|
|
|
XX
|
(i)
|
A lump sum.
|
|
—
|
(ii)
|
Annual installments over a term certain as elected by the Participant not to exceed __ years.
|
|
—
|
(iii)
|
Other: _______________________________________________________.
|
|
—
|
(iv)
|
Not applicable.
|
|
If applicable, amounts not vested at the time payments due under this Section cease will be:
|
||
|
|
||
|
—
|
Forfeited
|
|
|
—
|
Distributed at Separation from Service if vested at that time
|
(f)
|
Change in Control Event
|
|
||
|
—
|
(i)
|
A lump sum.
|
|
|
—
|
(ii)
|
Annual installments over a term certain as elected by the Participant not to exceed ___ years.
|
|
|
—
|
(iii)
|
Other:
____________________________________________________.
|
|
|
XX
|
(iv)
|
Not applicable.
|
|
|
If applicable, amounts not vested at the time payments due under this Section cease will be:
|
|
||
|
—
|
Forfeited
|
|
|
|
—
|
Distributed at Separation from Service if vested at that time
|
|
DCP Midstream. LP
|
|
|
Name of Employer
|
|
|
By: [
Illegible
]
|
||
Authorized Person
|
|
|
Date:
|
7/13/09
|
DCP MIDSTREAM, LP
|
By: [Illegible]
|
Title: GVP & CFO
|
Date: 7/13/09
|
4.1
|
Participant Deferral Credits:
As of the effective date, the maximum deferral percentage for the Short Term Incentive Compensation will be 90%.
|
||
|
XX
|
(f)
|
Other:
Short Term Incentive Compensation
:
|
|
|
|
minimum deferral: __________%
|
|
|
|
maximum deferral: $
or
90
%
|
|
|
|
|
7.1
|
Payment Options:
As of the effective date, the Separation from Service Upon a Change in Control Event will no longer be a qualifying distribution event under the plan.
|
||
|
(c)
|
Separation from Service Upon a Change in Control Event
|
|
|
—
|
(i) A lump sum.
|
|
|
—
|
(ii) Annual installments over a term certain as elected by the Participant not to exceed ___ years.
|
|
|
—
|
(iii) Other: ____________________________________________________.
|
|
|
|
|
|
|
|
|
|
DCP Midstream, LP
|
By: [Illegible]
|
Title: CAO
|
Date: 11/9/05
|
|
DCP Midstream, LP
|
||||||||||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014 (a)
|
|
2013 (a)
|
|
2012 (a)
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Earnings from continuing operations before fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income from continuing operations before earnings from unconsolidated affiliates
|
$
|
98
|
|
|
$
|
50
|
|
|
$
|
354
|
|
|
$
|
175
|
|
|
$
|
191
|
|
Fixed charges
|
94
|
|
|
98
|
|
|
94
|
|
|
68
|
|
|
50
|
|
|||||
Amortization of capitalized interest
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
Distributed earnings from unconsolidated affiliates
|
214
|
|
|
173
|
|
|
75
|
|
|
33
|
|
|
24
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
—
|
|
|
(6
|
)
|
|
(8
|
)
|
|
(15
|
)
|
|
(7
|
)
|
|||||
Earnings from continuing operations before fixed charges
|
$
|
407
|
|
|
$
|
316
|
|
|
$
|
516
|
|
|
$
|
262
|
|
|
$
|
258
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net of capitalized interest
|
89
|
|
|
87
|
|
|
81
|
|
|
48
|
|
|
39
|
|
|||||
Capitalized interest
|
—
|
|
|
6
|
|
|
8
|
|
|
15
|
|
|
7
|
|
|||||
Estimate of interest within rental expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Amortization of deferred loan costs
|
5
|
|
|
5
|
|
|
5
|
|
|
4
|
|
|
3
|
|
|||||
Total fixed charges
|
$
|
94
|
|
|
$
|
98
|
|
|
$
|
94
|
|
|
$
|
68
|
|
|
$
|
50
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.33
|
|
|
3.22
|
|
|
5.49
|
|
|
3.85
|
|
|
5.16
|
|
(a)
|
The financial information for the the years ended December 31, 2014, 2013, and 2012 includes the results of our Lucerne 1 plant, 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 are retrospectively adjusted to furnish comparative information similar to the pooling method.
|
DCP Sand Hills Pipeline, LLC
|
Delaware
|
DCP Sand Holding, LLC
|
Delaware
|
DCP South Central Texas LLC
|
Delaware
|
DCP Southern Hills Intrastate Pipeline, LLC
|
Delaware
|
DCP Southern Hills Pipeline, LLC
|
Delaware
|
DCP Southern Holding, LLC
|
Delaware
|
DCP Tolar Gas Service, LLC
|
Delaware
|
DCP Tolar Pipeline, LLC
|
Delaware
|
DCP Wattenberg Pipeline LLC
|
Delaware
|
DCP Zia Plant LLC
|
Delaware
|
Discovery Gas Transmission LLC
|
Delaware
|
Discovery Producer Services LLC
|
Delaware
|
EasTrans, LLC
|
Delaware
|
EE Group, LLC
|
Michigan
|
Fuels Cotton Valley Gathering, LLC
|
Delaware
|
Gas Supply Resources Holdings, LLC
|
Delaware
|
Gas Supply Resources LLC
|
Texas
|
Jackson Pipeline Company
|
Michigan
|
Marysville Hydrocarbons Holdings, LLC
|
Delaware
|
Marysville Hydrocarbons LLC
|
Delaware
|
National Helium, LLC
|
Delaware
|
Ozona Gas Processing Plant
|
Texas
|
Panola Pipeline Company, LLC
|
Texas
|
Pine Tree Propane, Limited Liability Company
|
Maine
|
Saginaw Bay Lateral Michigan Limited Partnership
|
Michigan
|
Texas Express Pipeline LLC
|
Delaware
|
Webb/Duval Gatherers
|
Texas
|
Wilbreeze Pipeline, LLC
|
Delaware
|
1.
|
Registration Statement (Form S-3 No. 333-182642) of DCP Midstream, LP (the “Partnership”),
|
2.
|
Registration Statement (Form S-3 No. 333-203588) of the Partnership,
|
3.
|
Registration Statement (Form S-3 No. 333-196939) of the Partnership,
|
4.
|
Registration Statement (Form S-8 No. 333-142271) pertaining to the Partnership’s Long-Term Incentive Plan,
|
5.
|
Registration Statement (Form S-8 No. 333-211905) pertaining to the Partnership’s Long-Term Incentive Plan;
|
1.
|
I have reviewed this annual report on Form 10-K of DCP Midstream, LP for the
year ended
December 31, 2016
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Wouter T. van Kempen
|
Wouter T. van Kempen
|
Chief Executive Officer and President
|
(Principal Executive Officer)
|
DCP Midstream GP, LLC, general partner of
DCP Midstream GP, LP, general partner of
DCP Midstream, LP
|
1.
|
I have reviewed this annual report on Form 10-K of DCP Midstream, LP for the
year ended
December 31, 2016
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Sean P. O'Brien
|
Sean P. O'Brien
|
Group Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
DCP Midstream GP, LLC, general partner of
DCP Midstream GP, LP, general partner of
DCP Midstream, LP
|
(a)
|
the annual report on Form 10-K of the Partnership for the
year ended
December 31, 2016
, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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/s/ Wouter T. van Kempen
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Wouter T. van Kempen
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Chief Executive Officer and President
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(Principal Executive Officer)
|
February 15, 2017
|
(a)
|
the annual report on Form 10-K of the Partnership for the
year ended
December 31, 2016
, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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/s/ Sean P. O'Brien
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Sean P. O'Brien
|
Group Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
February 15, 2017
|