1、2 01 4 AN N UAL R EPORTRefecting on 2014,we saw another year of top tier performance for Western Gas Partners,LP.Our full year average natural gas and natural gas liquids throughput rose to 3.5 Bcf/d and 116 MBbls/d,respectively,which represented a 9%and 190%increase,respectively,over 2013,and our 2
2、014 Adjusted EBITDA grew to$646 million a 41%increase over 2013.This solid operating performance allowed us to pay a full-year 2014 distribution of$2.65 per unit,which represented a 16%increase over the 2013 distribution,while maintaining a healthy 2014 coverage ratio of 1.20 times.We also continued
3、 our focus on organic growth,with record total capital expenditures of$748 million during the year,primarily focused in the prolifc DJ Basin in Colorado and Marcellus Shale in Pennsylvania.Perhaps more signifcantly,in November 2014,we acquired Nuevo Midstream,LLC,which owns natural gas gathering and
4、 processing assets in the Delaware Basin in West Texas an area that has quickly become one of the largest resource plays in North America.These assets are strategic to our sponsor,Anadarko Petroleum Corporation,and provide us with excellent opportunity for long-term growth.Further,to allow us fexibi
5、lity in funding early-stage growth capital for these assets,Anadarko purchased$750 million of our Class C units,which receive distributions in the form of additional Class C units until the end of 2017.We began 2015 by adding to our West Texas footprint through the acquisition of Anadarkos 50%intere
6、st in the Delaware Basin JV gathering system,which is in close proximity to the newly-acquired Nuevo assets and our Haley gathering system.With Anadar-kos support,we structured the acquisition of this early-stage asset to be immediately accretive to the partnership by deferring the payment of consid
7、eration until 2020.As you know,the latter half of 2014 saw a return of signifcant commodity price volatility.Our and Anadarkos experienced management teams have weathered these types of downturns in the past,and we believe prices will eventually rebound to support drilling programs that supply our n
8、ations energy needs.In the meantime,we are focused on taking advantage of all opportunities available to us from our large infrastructure positions and vast operational experience in highly volatile resources plays.We believe our capital program and strategic West Texas transactions have uniquely po
9、sitioned us to do just that as the commodity markets improve.Looking forward,we are dedicated to increasing unitholder value while attaining the highest standards of customer service and safety.And with the support of our industry-leading sponsor,Anadarko,we expect to maintain our track record of de
10、livering steady,predictable growth during 2015,despite a very challenging commodity price environment.TO OUR UNITHOLDERS:Note:This letter contains forward-looking statements,including statements about the plans,strategies and prospects of Western Gas Equity Partners,LP.Factors that could cause actua
11、l results to difer materially from managements expectations are disclosed in Western Gas Equity Partners most recent flings with the Securities and Exchange Commission.Sincerely,Donald R.SinclairPresident and Chief Executive OfcerWestern Gas Holdings,LLCGeneral partner of Western Gas Partners,LPMay
12、2015UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2014OrTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF
13、 1934For the transition period from to Commission file number:001-34046WESTERN GAS PARTNERS,LP(Exact name of registrant as specified in its charter)Delaware26-1075808(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)1201 Lake Robbins DriveThe Woodlands,
14、Texas77380(Address of principal executive offices)(Zip Code)(832)636-6000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassCommon Units Representing Limited Partner InterestsName of Each Exchange on Which RegisteredNew York
15、 Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
16、 Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and
17、(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(23
18、2.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained herein,and
19、will not be contained,to the best of registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-ac
20、celerated filer,or a smaller reporting company.See the definitions of“large accelerated filer,”“accelerated filer”and“smaller reporting company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company(Do not check if a smaller report
21、ing company)Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of the registrants common units representing limited partner interests held by non-affiliates of the registrant was$5.2 billion on June 30,2014,based on
22、 the closing price as reported on the New York Stock Exchange.At February 23,2015,there were 127,695,130 common units outstanding.DOCUMENTS INCORPORATED BY REFERENCENone2TABLE OF CONTENTSItemPagePART I1 and 2.Business and PropertiesGeneral OverviewOur Assets and Areas of OperationsAcquisitionsEquity
23、 OfferingsStrategyCompetitive StrengthsOur Relationship with Anadarko Petroleum CorporationIndustry OverviewPropertiesCompetitionRegulation of OperationsEnvironmental MattersTitle to Properties and Rights-of-WayEmployees1A.Risk Factors1B.Unresolved Staff Comments3.Legal Proceedings4.Mine Safety Disc
24、losuresPART II5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket InformationOther Securities MattersSelected Information From Our Partnership Agreement6.Selected Financial and Operating Data7.Managements Discussion and Analysis of Finan
25、cial Condition and Results of OperationsExecutive SummaryOur OperationsHow We Evaluate Our OperationsItems Affecting the Comparability of Our Financial ResultsGeneral Trends and OutlookResults of OperationsOperating ResultsKey Performance MetricsLiquidity and Capital ResourcesContractual Obligations
26、Critical Accounting Policies and EstimatesOff-Balance Sheet ArrangementsRecent Accounting Developments7A.Quantitative and Qualitative Disclosures About Market Risk8.Financial Statements and Supplementary Data9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure9A.Con
27、trols and Procedures9B.Other Information66788991112142931363939406868686969697071757677788385878795961041051081081091101491491493ItemPagePART III10.Directors,Executive Officers and Corporate Governance11.Executive Compensation12.Security Ownership of Certain Beneficial Owners and Management and Rela
28、ted Stockholder Matters13.Certain Relationships and Related Transactions,and Director Independence14.Principal Accounting Fees and ServicesPART IV15.Exhibits,Financial Statement Schedules1501571741771841854DEFINITIONSAs generally used within the energy industry and in this Form 10-K,the identified t
29、erms have the following meanings:Backhaul:Pipeline transportation service in which the nominated gas flow from delivery point to receipt point is in the opposite direction as the pipelines physical gas flow.Barrel or Bbl:42 U.S.gallons measured at 60 degrees Fahrenheit.Bbls/d:Barrels per day.Bcf:One
30、 billion cubic feet.Bcf/d:One billion cubic feet per day.Btu:British thermal unit;the approximate amount of heat required to raise the temperature of one pound of water by one degree Fahrenheit.Condensate:A natural gas liquid with a low vapor pressure mainly composed of propane,butane,pentane and he
31、avier hydrocarbon fractions.Cryogenic:The process in which liquefied gases,such as liquid nitrogen or liquid helium,are used to bring volumes to very low temperatures(below approximately 238 degrees Fahrenheit)to separate natural gas liquids from natural gas.Through cryogenic processing,more natural
32、 gas liquids are extracted than when traditional refrigeration methods are used.Delivery point:The point where gas or natural gas liquids are delivered by a processor or transporter to a producer,shipper or purchaser,typically the inlet at the interconnection between the gathering or processing syst
33、em and the facilities of a third-party processor or transporter.Drip condensate:Heavier hydrocarbon liquids that fall out of the natural gas stream and are recovered in the gathering system without processing.Dry gas:A gas primarily composed of methane and ethane where heavy hydrocarbons and water e
34、ither do not exist or have been removed through processing.End-use markets:The ultimate users/consumers of transported energy products.Frac:The process of hydraulic fracturing,or the injection of fluids into the wellbore to create fractures in rock formations,stimulating the production of oil or gas
35、.Fractionation:The process of applying various levels of higher pressure and lower temperature to separate a stream of natural gas liquids into ethane,propane,normal butane,isobutane and natural gasoline for end-use sale.Forward-haul:Pipeline transportation service in which the nominated gas flow fr
36、om receipt point to delivery point is in the same direction as the pipelines physical gas flow.Gpm:Gallons per minute,when used in the context of amine treating capacity.Hinshaw pipeline:A pipeline that has received exemptions from regulations pursuant to the Natural Gas Act.These pipelines transpor
37、t interstate natural gas not subject to regulations under the Natural Gas Act.Imbalance:Imbalances result from(i)differences between gas volumes nominated by customers and gas volumes received from those customers and(ii)differences between gas volumes received from customers and gas volumes deliver
38、ed to those customers.5Joule-Thompson(JT)plant:A type of processing plant that uses the Joule-Thompson effect to cool natural gas by expanding the gas from a higher pressure to a lower pressure which reduces the temperature.MBbls/d:One thousand barrels per day.MMBtu:One million British thermal units
39、.MMBtu/d:One million British thermal units per day.MMcf:One million cubic feet.MMcf/d:One million cubic feet per day.Natural gas liquid(s)or NGL(s):The combination of ethane,propane,normal butane,isobutane and natural gasolines that,when removed from natural gas,become liquid under various levels of
40、 higher pressure and lower temperature.Play:A group of gas or oil fields that contain known or potential commercial amounts of petroleum and/or natural gas.Receipt point:The point where volumes are received by or into a gathering system,processing facility or transportation pipeline.Refrigeration pl
41、ant:a method of processing natural gas by reducing the gas temperature with the use of an external refrigeration system.Residue:The natural gas remaining after the unprocessed natural gas stream has been processed or treated.Sour gas:Natural gas containing more than four parts per million of hydroge
42、n sulfide.Stabilization:The process of separating very light hydrocarbon gases,methane and ethane in particular,from heavier hydrocarbon components.This process reduces the volatility of condensates/crude oil during transportation and storage.Typically,stabilized condensate/oil has a vapor pressure
43、of less than 11 pounds per square inch,absolute,and a Reid Vapor Pressure of less than 10 pounds per square inch.Tailgate:The point at which processed natural gas and/or natural gas liquids leave a processing facility for end-use markets.Wellhead:The point at which the hydrocarbons and water exit th
44、e ground.6PART IItems 1 and 2.Business and PropertiesGENERAL OVERVIEWWestern Gas Partners,LP,a growth-oriented Delaware master limited partnership(“MLP”)formed by Anadarko Petroleum Corporation in 2007 to own,operate,acquire and develop midstream energy assets,closed its initial public offering(“IPO
45、”)to become publicly traded in 2008.For purposes of this report,the“Partnership,”“we,”“our,”“us”or like terms refers to Western Gas Partners,LP and its subsidiaries.We are engaged in the business of gathering,processing,compressing,treating and transporting natural gas,condensate,NGLs and crude oil
46、for Anadarko Petroleum Corporation and its consolidated subsidiaries,as well as third-party producers and customers.Our common units are publicly traded on the New York Stock Exchange(“NYSE”)under the symbol“WES.”The Partnerships general partner,Western Gas Holdings,LLC(the“general partner”or“GP”),i
47、s owned by Western Gas Equity Partners,LP(“WGP”),a Delaware MLP formed by Anadarko Petroleum Corporation in September 2012 to own our general partner,as well as a significant limited partner interest in us.WGPs common units are publicly traded on the NYSE under the symbol“WGP.”Western Gas Equity Hol
48、dings,LLC is WGPs general partner and is a wholly owned subsidiary of Anadarko Petroleum Corporation.“Anadarko”refers to Anadarko Petroleum Corporation and its subsidiaries,excluding us and our general partner,and“affiliates”refers to subsidiaries of Anadarko,excluding us,and includes equity interes
49、ts in Fort Union Gas Gathering,LLC(“Fort Union”),White Cliffs Pipeline,LLC(“White Cliffs”),Rendezvous Gas Services,LLC(“Rendezvous”),Enterprise EF78 LLC(the“Mont Belvieu JV”),Texas Express Pipeline LLC(“TEP”),Texas Express Gathering LLC(“TEG”)and Front Range Pipeline LLC(“FRP”).The interests in TEP,
50、TEG and FRP are referred to collectively as the“TEFR Interests.”All income earned on,distributions from and contributions to,our equity investments are considered to be affiliate transactions.“Equity investment throughput”refers to our 14.81%share of average Fort Union throughput and 22%share of ave
51、rage Rendezvous throughput,but excludes throughput measured in barrels,consisting of our 10%share of average White Cliffs throughput,25%share of average Mont Belvieu JV throughput,20%share of average TEP and TEG throughput and 33.33%share of average FRP throughput.“MIGC”refers to MIGC LLC,and“Chipet
52、a”refers to Chipeta Processing LLC.The“DJ Basin complex”refers to the Platte Valley system,Wattenberg system and Lancaster plant,all of which were combined into a single complex in the first quarter of 2014.Available information.We electronically file our annual report on Form 10-K,quarterly reports
53、 on Form 10-Q,current reports on Form 8-K and other documents with the U.S.Securities and Exchange Commission(“SEC”)under the Securities Exchange Act of 1934,as amended.From time to time,we may also file registration and related statements pertaining to equity or debt offerings.We provide access fre
54、e of charge to all of these SEC filings,as soon as reasonably practicable after filing or furnishing with the SEC,on our website located at .The public may also read and copy any materials that we file with the SEC at the SECs Public Reference Room at 100 F Street,N.E.,Room 1580,Washington,DC 20549.
55、The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.The public may also obtain such reports from the SECs website at www.sec.gov.Our Corporate Governance Guidelines,Code of Ethics for our Chief Executive Officer and Senior Financial Of
56、ficers,Code of Business Conduct and Ethics and the charters of the Audit Committee and the Special Committee of our general partners Board of Directors are also available on our website.We will also provide,free of charge,a copy of any of our governance documents listed above upon written request to
57、 our general partners corporate secretary at our principal executive office.Our principal executive offices are located at 1201 Lake Robbins Drive,The Woodlands,TX 77380-1046.Our telephone number is 832-636-6000.7OUR ASSETS AND AREAS OF OPERATIONAs of December 31,2014,our assets and investments acco
58、unted for under the equity method consisted of the following:Owned andOperatedOperatedInterestsNon-OperatedInterestsEquityInterestsNatural gas gathering systems14152Natural gas treating facilities81Natural gas processing facilities1332NGL pipelines33Natural gas pipelines4Oil pipeline11These assets a
59、nd investments are located in the Rocky Mountains(Colorado,Utah and Wyoming),the Mid-Continent(Kansas and Oklahoma),North-central Pennsylvania and Texas.The following table provides information regarding our assets by geographic region,as of and for the year ended December 31,2014,excluding Train II
60、 at our Lancaster plant which is currently under construction in Northeast Colorado and Train IV at the DBM complex,which is currently preparing for construction in West Texas and was acquired with the acquisition of DBM(see Acquisitions below and Assets Under Development within these Items 1 and 2)
61、:AreaAsset TypeMiles of Pipeline(1)Approximate Number of Active Receipt Points(1)Gas Compression(HP)(1)Processing or Treating Capacity(MMcf/d)(1)(2)Average Gathering,Processing and Transportation Throughput(MMcf/d)(3)Average Gathering,Processing and Transportation Throughput(MBbls/d)(4)Rocky Mountai
62、nsGathering,Processing andTreating7,7325,044482,1083,1612,258Transportation1,0374128,0029935Mid-ContinentGathering2,0671,49890,21466North-centralPennsylvaniaGathering63236870,750805TexasGathering,Processing andTreating1,0601,01761,0001,000430Transportation1,1451234,39581Total13,6737,980766,4694,1613
63、,658116 (1)All system metrics are presented on a gross basis.(2)Capacity excludes 170 MBbls/d of fractionation capacity attributable to the Mont Belvieu JV.(3)Includes 100%of Chipeta throughput,50%of Newcastle throughput,22%of Rendezvous throughput and 14.81%of Fort Union throughput.(4)Represents to
64、tal throughput measured in barrels,consisting of throughput from our Chipeta NGL pipeline,our 10%share of average White Cliffs throughput,our 25%share of average Mont Belvieu JV throughput,our 20%share of average TEG and TEP throughput and our 33.33%share of average FRP throughput.See Properties bel
65、ow for further descriptions of these systems.Our operations are organized into a single operating segment that engages in gathering,processing,compressing,treating and transporting Anadarko and third-party natural gas,condensate,NGLs and crude oil in the United States.See Item 8 of this Form 10-K fo
66、r disclosure of revenues,profits and total assets for the years ended December 31,2014,2013 and 2012.8ACQUISITIONSAcquisitions.The following table presents our acquisitions during 2014,and identifies the funding sources for such acquisitions.See Note 2Acquisitions in the Notes to Consolidated Financ
67、ial Statements under Item 8 of this Form 10-K.thousands except unitand percent amountsAcquisitionDatePercentageAcquiredBorrowingsCashOn HandCommonUnits Issued to AnadarkoClass CUnits Issued to Anadarko(3)TEFR Interests(1)03/03/2014Various(1)$350,000$6,250308,490DBM(2)11/25/2014100%475,000298,32710,9
68、13,853 (1)We acquired a 20%interest in each of TEG and TEP and a 33.33%interest in FRP from Anadarko.These assets gather and transport NGLs primarily from the Anadarko and Denver-Julesburg(“DJ”)Basins.TEG consists of two NGL gathering systems that link natural gas processing plants to TEP.TEP is an
69、NGL pipeline that originates in Skellytown,Texas and extends approximately 593 miles to Mont Belvieu,Texas.FRP is a 435-mile NGL pipeline that extends from Weld County,Colorado to Skellytown,Texas.The interests in these entities are accounted for under the equity method of accounting.In connection w
70、ith the issuance of the common units,our general partner purchased 6,296 general partner units in exchange for the general partners proportionate capital contribution of$0.4 million.(2)We acquired Nuevo Midstream,LLC(“Nuevo”)from a third party.Following the acquisition,we changed the name of Nuevo t
71、o Delaware Basin Midstream,LLC(“DBM”).The assets acquired include cryogenic processing plants,a gas gathering system,and related facilities and equipment,which are collectively referred to as the“DBM complex”and serve production from Reeves,Loving and Culberson Counties,Texas and Eddy and Lea Counti
72、es,New Mexico.(3)See Note 4Equity and Partners Capital in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for a discussion of the Class C units.Presentation of Partnership assets.The term“Partnership assets”refers to the assets owned and interests accounted for under th
73、e equity method(see Note 9Equity Investments in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K)by us as of December 31,2014.Because Anadarko controls us through its ownership and control of WGP,which owns the entire interest in our general partner,each of our acquisiti
74、ons of Partnership assets from Anadarko has been considered a transfer of net assets between entities under common control.As such,the Partnership assets we acquired from Anadarko were initially recorded at Anadarkos historic carrying value,which did not correlate to the total acquisition price paid
75、 by us(see Note 2Acquisitions in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K).Further,after an acquisition of Partnership assets from Anadarko,we may be required to recast our financial statements to include the activities of such Partnership assets from the date of
76、 common control.EQUITY OFFERINGSEquity offerings.We completed the following public equity offerings during 2014:thousands except unit and per-unitamountsCommonUnits IssuedGP Units Issued(1)Price PerUnitUnderwritingDiscount andOther OfferingExpensesNetProceedsContinuous Offering Program-2014(2)1,133,
77、38423,132$73.48$1,738$83,245November 2014 equity offering(3)8,620,153153,06170.8518,583602,999 (1)Represents general partner units issued to the general partner in exchange for the general partners proportionate capital contribution.(2)Represents common and general partner units issued during the ye
78、ar ended December 31,2014,pursuant to our registration statement filed with the SEC in August 2012 authorizing the issuance of up to$125.0 million of common units(the“Continuous Offering Program”).Gross proceeds generated(including the general partners proportionate capital contributions)during the
79、year ended December 31,2014,were$85.0 million.The price per unit in the table above represents an average price for all issuances under the Continuous Offering Program during the year ended December 31,2014.As of December 31,2014,the Partnership had used all the capacity to issue common units under
80、this registration statement.(3)Includes the issuance of 1,120,153 common units pursuant to the partial exercise of the underwriters over-allotment option.Net proceeds from this partial exercise were$77.0 million.Beginning with this partial exercise,our general partner elected not to make a correspon
81、ding capital contribution to maintain a 2.0%interest in us.See Note 4Equity and Partners Capital in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.9Other equity offerings.In November 2014,we issued 10,913,853 Class C units to a subsidiary of Anadarko at an implied pric
82、e of$68.72 per unit,generating proceeds of$750.0 million,all of which was used to fund a portion of the acquisition of DBM.See Note 3Partnership Distributions and Note 4Equity and Partners Capital in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.STRATEGYOur primary bu
83、siness objective is to continue to increase our cash distributions per unit over time.To accomplish this objective,we intend to execute the following strategy:Pursuing accretive acquisitions.We expect to continue to pursue accretive acquisitions of midstream energy assets from Anadarko and third par
84、ties.Capitalizing on organic growth opportunities.We expect to grow certain of our systems organically over time by meeting Anadarkos and our other customers midstream service needs that result from their drilling activity in our areas of operation.We continually evaluate economically attractive org
85、anic expansion opportunities in existing or new areas of operation that allow us to leverage our existing infrastructure,operating expertise and customer relationships by constructing and expanding systems to meet new or increased demand of our services.Attracting third-party volumes to our systems.
86、We expect to continue to actively market our midstream services to,and pursue strategic relationships with,third-party producers and customers with the intention of attracting additional volumes and/or expansion opportunities.Managing commodity price exposure.We intend to continue limiting our direc
87、t exposure to commodity price changes and promote cash flow stability by pursuing a contract structure designed to mitigate exposure to a substantial majority of the commodity price uncertainty through the use of fee-based contracts and fixed-price hedges.Maintaining investment grade ratings.We inte
88、nd to operate at appropriate leverage and distribution coverage levels in line with other partnerships in our sector that have received investment grade credit ratings.By maintaining an investment grade credit rating with all three credit rating agencies,in part through staying within leverage ratio
89、s appropriate for investment-grade partnerships,we believe that we will be able to pursue strategic acquisitions and large growth projects at a lower cost of fixed-income capital,which would enhance their accretion and overall return.COMPETITIVE STRENGTHSWe believe that we are well positioned to suc
90、cessfully execute our strategy and achieve our primary business objective because of the following competitive strengths:Affiliation with Anadarko.We believe Anadarko is motivated to promote and support the successful execution of our business plan and to use its relationships throughout the energy
91、industry,including those with producers and customers in the United States,to pursue projects that help to enhance the value of our business.See Our Relationship with Anadarko Petroleum Corporation below.10 Relatively stable and predictable cash flows.Our cash flows are largely protected from fluctu
92、ations caused by commodity price volatility due to(i)the approximately 80%of our services that are provided pursuant to long-term,fee-based agreements and(ii)the commodity price swap agreements that limit our exposure to commodity price changes with respect to a substantial majority of our percent-o
93、f-proceeds and keep-whole contracts.For the year ended December 31,2014,99%of our gross margin was derived from either long-term,fee-based contracts or from percent-of-proceeds or keep-whole agreements that were hedged with commodity price swap agreements.On December 31,2014,our commodity price swap
94、 agreements for the Hilight and Newcastle systems and the Granger complex expired without renewal.On June 30,2015,and September 30,2015,our commodity price swap agreements for the DJ Basin complex and Hugoton system,respectively,will expire.See Risk Factors under Item 1A and Note 5Transactions with
95、Affiliates in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.Financial flexibility to pursue expansion and acquisition opportunities.We believe our operating cash flows,borrowing capacity,and access to debt and equity capital markets provide us with the financial flexi
96、bility to competitively pursue acquisition and expansion opportunities and to execute our strategy across capital market cycles.We currently have investment grade ratings from all three of the major rating agencies and,as of December 31,2014,we had$510.0 million of outstanding borrowings and$12.8 mi
97、llion in outstanding letters of credit issued under our$1.2 billion senior unsecured revolving credit facility(“RCF”).Substantial presence in basins with historically strong producer economics.Certain of our gathering and processing systems and facilities,such as the DBM complex,the DJ Basin complex
98、 and the Brasada complex serve production in liquids-rich growth areas where the hydrocarbon production contains not only natural gas,but also oil,condensate,and significant amounts of NGLs.Production in liquids-rich areas offers our customers higher margins and superior economics compared to basins
99、 in which the gas is predominantly dry.In addition,our interests in the Anadarko-Operated and Non-Operated Marcellus gathering systems serve dry gas production from the Marcellus shale,which historically has provided attractive producer returns due to the overall scale and quality of the underlying
100、resource,as well as its access to premium markets in the northeast United States.See Properties below for further asset descriptions.Well-positioned,well-maintained and efficient assets.We believe that our asset portfolio,which is located in geographically diverse areas of operation,provides us with
101、 opportunities to expand and attract additional volumes to our systems from multiple productive reservoirs.Moreover,our portfolio includes an integrated package of high-quality,well-maintained assets for which we have implemented modern processing,treating,measuring and operating technologies.Consis
102、tent track record of accretive acquisitions.Since our IPO in 2008,our management team has successfully executed nine related-party acquisitions and six third-party acquisitions,with an aggregate value of$4.8 billion.Our management team has demonstrated its ability to identify,evaluate,negotiate,cons
103、ummate and integrate strategic acquisitions and expansion projects,and it intends to use its experience and reputation to continue to grow the Partnership through accretive acquisitions,focusing on opportunities to improve throughput volumes and cash flows.We believe that we will effectively leverag
104、e our competitive strengths to successfully implement our strategy.However,our business involves numerous risks and uncertainties that may prevent us from achieving our primary business objective.For a more complete description of the risks associated with our business,please read Risk Factors under
105、 Item 1A of this Form 10-K.11OUR RELATIONSHIP WITH ANADARKO PETROLEUM CORPORATIONOur operations and activities are managed by our general partner,which is indirectly controlled by Anadarko through WGP.Anadarko is among the largest independent oil and gas exploration and production companies in the w
106、orld.Anadarkos upstream oil and gas business explores for and produces natural gas,crude oil,condensate and NGLs.We believe that one of our principal strengths is our relationship with Anadarko,and that Anadarko,through its significant indirect economic interest in us,will continue to be motivated t
107、o promote and support the successful execution of our business plan and to pursue projects that help to enhance the value of our business.For the year ended December 31,2014,48%of our gathering,transportation and treating throughput(excluding equity investment throughput and throughput measured in b
108、arrels)was attributable to natural gas production owned or controlled by Anadarko,and 57%of our processing throughput(excluding equity investment throughput and throughput measured in barrels)was attributable to natural gas production owned or controlled by Anadarko.In addition,with respect to the W
109、attenberg,Dew,Pinnacle,Haley,Helper,Clawson and Hugoton gathering systems,Anadarko has made a dedication to us that will continue to expand as long as additional wells are connected to these gathering systems.In executing our growth strategy,which includes acquiring and constructing additional midst
110、ream assets,we use the significant experience of Anadarkos management team.As of December 31,2014,WGP held 49,296,205 of our common units,representing a 34.9%limited partner interest in us,and,through its ownership of our general partner,indirectly held 2,583,068 general partner units,representing a
111、 1.8%general partner interest in us,and 100%of our incentive distribution rights(“IDRs”).As of December 31,2014,other subsidiaries of Anadarko held 757,619 common units and 10,913,853 Class C units,representing an aggregate 8.3%limited partner interest in us.As of December 31,2014,the public held 77
112、,641,306 common units,representing a 55.0%limited partner interest in us.In connection with our IPO,we entered into an omnibus agreement with Anadarko and our general partner that governs our relationship with Anadarko regarding certain reimbursement and indemnification matters.Although we believe o
113、ur relationship with Anadarko provides us with a significant advantage in the midstream energy sector,it is also a source of potential conflicts.For example,neither Anadarko nor WGP is restricted from competing with us.Given Anadarkos significant indirect economic interest in us through its ownershi
114、p of WGP,we believe it will be in Anadarkos best economic interest for it to transfer additional assets to us over time.However,Anadarko continually evaluates acquisitions and divestitures and may elect to acquire,construct or dispose of midstream assets in the future without offering us the opportu
115、nity to participate in such transactions.Should Anadarko choose to pursue additional midstream asset sales,it is under no contractual obligation to offer assets or business opportunities to us,nor are we obligated to participate in any such opportunities.We cannot state with any certainty which,if a
116、ny,opportunities to acquire additional assets from Anadarko may be made available to us or if we will elect,or will have the ability,to pursue any such opportunities.Please see Risk Factors under Item 1A and Certain Relationships and Related Transactions,and Director Independence under Item 13 of th
117、is Form 10-K for more information.12INDUSTRY OVERVIEWThe midstream natural gas industry is the link between the exploration for and production of natural gas and the delivery of the resulting hydrocarbon components to end-use markets.Operators within this industry create value at various stages alon
118、g the natural gas value chain by gathering raw natural gas from producers at the wellhead,separating the hydrocarbons into dry gas(primarily methane)and NGLs,and then routing the separated dry gas and NGL streams for delivery to end-use markets or to the next intermediate stage of the value chain.Th
119、e following diagram illustrates the primary groups of assets found along the natural gas value chain:Service TypesThe services provided by us and other midstream natural gas companies are generally classified into the categories described below.As indicated below,we do not currently provide all of t
120、hese services,although we may do so in the future.Gathering.At the initial stages of the midstream value chain,a network of typically smaller diameter pipelines known as gathering systems directly connect to wellheads in the production area.These gathering systems transport raw,or untreated,natural
121、gas to a central location for treating and processing.A large gathering system may involve thousands of miles of gathering lines connected to thousands of wells.Gathering systems are typically designed to be highly flexible to allow gathering of natural gas at different pressures and scalable to all
122、ow gathering of additional production without significant incremental capital expenditures.Stabilization.In connection with our gathering services,we sometimes retain,stabilize and sell drip condensate,which falls out of the natural gas stream during gathering.Stabilization is a process that separat
123、es the heavier hydrocarbons(which also serve as valuable commodities)found in natural gas,typically referred to as“liquids-rich”natural gas,from the lighter components by using a distillation process or by reducing the pressure and letting the more volatile components flash.We provide stabilization
124、for condensate at many of our processing plants(such as the DJ Basin and Brasada complexes).Compression.Natural gas compression is a mechanical process in which a volume of natural gas at a given pressure is compressed to a desired higher pressure,which allows the natural gas to be gathered more eff
125、iciently and delivered into a higher pressure system,processing plant or pipeline.Field compression is typically used to allow a gathering system to operate at a lower pressure or provide sufficient discharge pressure to deliver natural gas into a higher pressure system.Since wells produce at progre
126、ssively lower field pressures as they deplete,field compression is needed to maintain throughput across the gathering system.Treating and dehydration.To the extent that gathered natural gas contains water vapor or contaminants,such as carbon dioxide and hydrogen sulfide,it is dehydrated to remove th
127、e saturated water and treated to separate the carbon dioxide and hydrogen sulfide from the gas stream.13 Processing.Processing separates the heavier and more valuable hydrocarbon components,which are extracted as NGLs,from the remaining residue.The remaining residue is then designated for long-haul
128、pipeline transportation or commercial use.Fractionation.Fractionation is the process of applying various levels of higher pressure and lower temperature to separate a stream of NGLs into ethane,propane,normal butane,isobutane and natural gasoline for end-use sale.Storage,transportation and marketing
129、.Once the raw natural gas has been treated or processed and the raw NGL mix has been fractionated into individual NGL components,the natural gas and NGL components are stored,transported and marketed to end-use markets.Each pipeline system typically has storage capacity located both throughout the p
130、ipeline network and at major market centers to better accommodate seasonal demand and daily supply-demand shifts.We do not currently offer storage services.Typical Contractual ArrangementsMidstream natural gas services,other than transportation,are usually provided under contractual arrangements tha
131、t vary in the amount of commodity price risk they carry.Three typical contract types are described below:Fee-based.Under fee-based arrangements,the service provider typically receives a fee for each unit of natural gas gathered,treated and/or processed at its facilities.As a result,the price per uni
132、t received by the service provider does not vary with commodity price changes,minimizing the service providers direct commodity price risk exposure.Percent-of-proceeds,percent-of-value or percent-of-liquids.Percent-of-proceeds,percent-of-value or percent-of-liquids arrangements may be used for gathe
133、ring and processing services.Under these arrangements,the service provider typically remits to the producers either a percentage of the proceeds from the sale of residue and/or NGLs or a percentage of the actual residue and/or NGLs at the tailgate.These types of arrangements expose the processor to
134、commodity price risk,as the revenues from the contracts directly correlate with the fluctuating price of natural gas and/or NGLs.Keep-whole.Keep-whole arrangements may be used for processing services.Under these arrangements,the service provider keeps 100%of the NGLs produced,and the processed natur
135、al gas,or value of the gas,is returned to the producer.Since some of the gas is used and removed during processing,the processor compensates the producer for the amount of gas used and removed in processing by supplying additional gas or by paying an agreed-upon value for the gas utilized.These arra
136、ngements have the highest commodity price exposure for the processor because the costs are dependent on the price of natural gas and the revenues are based on the price of NGLs.Two forms of contracts are used in the transportation of natural gas,NGLs and crude oil,as described below:Firm.Firm transp
137、ortation service requires the reservation of pipeline capacity by a customer between certain receipt and delivery points.Firm customers generally pay a demand or capacity reservation fee based on the amount of capacity being reserved,regardless of whether the capacity is used,plus a usage fee based
138、on the amount of natural gas transported.Interruptible.Interruptible transportation service is typically short-term in nature and is generally used by customers that either do not need firm service or have been unable to contract for firm service.These customers pay only for the volume of gas actual
139、ly transported.The obligation to provide this service is limited to available capacity not otherwise used by firm customers,and,as such,customers receiving services under interruptible contracts are not assured capacity on the pipeline.See Note 1Summary of Significant Accounting Policies in the Note
140、s to Consolidated Financial Statements under Item 8 of this Form 10-K for information regarding our contracts.14PROPERTIESThe following sections describe in more detail the services provided by our assets in our areas of operation as of December 31,2014.GATHERING,PROCESSING AND TREATINGOverview-Rock
141、y Mountains-Wyoming15LocationAssetTypeProcessing/TreatingPlantsProcessing/TreatingCapacity(MMcf/d)CompressorStationsCompressionHorsepowerGatheringSystemsPipelineMilesNortheast WyomingBisonTreating145014,320Northeast WyomingFort Union(1)Gathering&Treating12945,4541318Northeast WyomingHilightGathering
142、&Processing1601337,35711,563Northeast WyomingNewcastle(1)Gathering&Processing1312,6601180Southwest WyomingGranger complex(2)Gathering&Processing2500843,9501896Southwest WyomingRed Desert complex(3)Gathering&Processing2173962,26211,110Southwest WyomingRendezvous(4)Gathering17,4851338Total81,48032173,
143、48864,405 (1)We have a 14.81%interest in Fort Union and a 50%interest in Newcastle.(2)The Granger complex includes the“Granger straddle plant,”a refrigeration processing plant.(3)The Red Desert complex includes the Patrick Draw cryogenic processing plant and the Red Desert cryogenic processing plant
144、.(4)We have a 22%interest in the Rendezvous gathering system,which is operated by a third party.Northeast WyomingBison treating facility Customers.Anadarko provided 67%of the throughput at the Bison treating facility for the year ended December 31,2014.The remaining throughput was from one third-par
145、ty producer.Supply and delivery points.The Bison treating facility treats and compresses gas from coal-bed methane wells in the Powder River Basin of Wyoming.The Bison pipeline,operated by TransCanada Corporation,is connected directly to the facility,which is currently the only inlet into the pipeli
146、ne.The Bison treating facility also has access to Fort Unions pipeline and Meritage Midstream Services II,LLCs Thunder Creek pipeline.Fort Union gathering system and treating facility Customers.Anadarko and the other members of Fort Union(Copano Pipelines/Rocky Mountains,LLC,Crestone Powder River LL
147、C,and Bargath,LLC)are the only firm shippers on the Fort Union system.To the extent capacity on the system is not used by the members,it is available to third parties under interruptible agreements.Supply.Substantially all of Fort Unions gas supply is comprised of coal-bed methane volumes that are e
148、ither produced or gathered by the customers noted above throughout the Powder River Basin.As of December 31,2014,the Fort Union system gathered gas from 1,900 Anadarko-operated coal-bed methane wells producing in the Big George coal play and a nearby multi-seam coal fairway.Anadarko had a working in
149、terest in over 1.1 million gross acres within the Powder River Basin as of December 31,2014.Another of the Fort Union owners has a comparable working interest in a large majority of Anadarkos producing coal-bed methane wells.The two remaining Fort Union owners gather gas for delivery to Fort Union u
150、nder contracts with acreage dedications from multiple producers in the heart of the basin and from the coal-bed methane producing area near Sheridan,Wyoming.Delivery points.The Fort Union system delivers coal-bed methane gas to the hub in Glenrock,Wyoming,which has access to the following interstate
151、 pipelines:Colorado Interstate Gas Company LLCs pipeline(“CIG”);Tallgrass Interstate Gas Transmission systems pipeline(“TIGT”);andWyoming Interstate Companys pipeline(“WIC”).These pipelines serve gas markets in the Rocky Mountains and Midwest regions of the United States.16Hilight gathering system a
152、nd processing plant Customers.Gas gathered and processed through the Hilight system is primarily from numerous third-party customers,with the six largest producers providing 71%of the system throughput during the year ended December 31,2014.Supply.The Hilight gathering system serves the gas gatherin
153、g needs of several conventional producing fields in Johnson,Campbell,Natrona and Converse Counties.Our customers,including Anadarko,have historically maintained and more recently increased throughput by developing new prospects and performing workovers.Delivery points.The Hilight plant delivers resi
154、due into our MIGC transmission line(see Transportation within these Items 1 and 2).Hilight is not connected to an active NGL pipeline,resulting in all fractionated NGLs being sold locally through its truck and rail loading facilities.Newcastle gathering system and processing plant Customers.Gas gath
155、ered and processed through the Newcastle system is from 11 third-party customers,with the largest three producers providing 80%of the system throughput during the year ended December 31,2014.The largest producer provided 57%of the throughput during the year ended December 31,2014.Supply.The Newcastl
156、e gathering system and plant primarily service gas production from the Clareton and Finn-Shurley fields in Weston County,Wyoming.Due to infill drilling and enhanced production techniques,producers have continued to maintain production levels.Delivery points.Propane products from the Newcastle plant
157、are typically sold locally by truck,and the butane/gasoline mix products are transported to the Hilight plant for further fractionation.Residue from the Newcastle system is delivered into Black Hills Corporations MGTC,Inc.(“MGTC”)intrastate pipeline,a Hinshaw pipeline that supplies local markets in
158、Wyoming,for transport,distribution and sale.Southwest WyomingGranger gathering system and processing complex Customers.For the year ended December 31,2014,7%of the Granger complex throughput was from Anadarko and the remaining throughput was from various third-party customers,with the five largest s
159、hippers providing 86%of the system throughput.Supply.The Granger complex is supplied by the Moxa Arch and the Jonah and Pinedale anticline fields.The Granger gas gathering system had 667 active receipt points as of December 31,2014.Delivery points.The residue from the Granger complex can be delivere
160、d to the following major pipelines:CIG;Berkshire Hathaway Energys Kern River pipeline(“Kern River pipeline”)and our Mountain Gas Transportation,Inc.s(“MGTI”)pipeline via a connect with Tesoro Logistics LPs(“Tesoro”)Rendezvous pipeline(“Rendezvous pipeline”);The Williams Companies,Inc.s Northwest pip
161、eline(“NWPL”);andour Overland Trail Transmission,LLCs pipeline(“OTTCO”).The NGLs have market access to Enterprise Products Partners LPs(“Enterprise”)Mid-America Pipeline Company pipeline(“MAPL”),which terminates at Mont Belvieu,Texas,as well as to local markets.17Red Desert gathering system and proc
162、essing complex Customers.For the year ended December 31,2014,4%of the Red Desert complex throughput was from Anadarko and the remaining throughput was from various third-party customers,with the six largest producers providing 70%of the system throughput.Supply.The Red Desert complex gathers,compres
163、ses,treats and processes natural gas and fractionates NGLs produced in the eastern portion of the Greater Green River Basin,providing service primarily to the Red Desert and Washakie Basins.Delivery points.Residue from the Red Desert complex is delivered to CIG and WIC,while NGLs are delivered to MA
164、PL,as well as to truck and rail loading facilities.Rendezvous gathering system Customers.Tesoro and Anadarko are the only firm shippers on the Rendezvous gathering system.To the extent capacity on the system is not used by those shippers,it is available to third parties under interruptible agreement
165、s.Supply and delivery points.The Rendezvous gathering system provides mainline gathering service for gas from the Jonah and Pinedale anticline fields and delivers to our Granger plant,as well as Tesoros Blacks Fork gas processing plant,which connects to Questar Pipeline Companys pipeline(“Questar pi
166、peline”),NWPL and the Kern River pipeline via the Rendezvous pipeline.Overview-Rocky Mountains-Colorado and Utah18LocationAssetTypeProcessing/TreatingPlantsProcessing/TreatingCapacity(MMcf/d)CompressorStationsCompressionHorsepowerGatheringSystemsPipeline MilesColoradoDJ Basin complex(1)Gathering,Pro
167、cessing&Treating661921196,92823,213UtahChipeta(2)Processing297091,307UtahClawsonGathering&Treating14016,310147UtahHelperGathering&Treating252214,075167Total111,68124308,62043,327 (1)The DJ Basin complex includes the Platte Valley cryogenic processing plant,the Wattenberg gathering system,the Fort Lu
168、pton processing plant,the Fort Lupton JT processing plant,the Hambert JT processing plant,the Platteville amine treating plant and the Lancaster plant.Train II of the Lancaster plant is currently under construction and is expected to be completed during the second quarter of 2015.(2)We are the manag
169、ing member of and own a 75%interest in Chipeta.Chipeta owns the Chipeta processing complex and the Natural Buttes refrigeration plant.Rocky Mountains-ColoradoDJ Basin gathering system,treating facility and processing complex Customers.For the year ended December 31,2014,68%of the DJ Basin complex th
170、roughput was from Anadarko and the remaining throughput was from various third-party customers,with the largest providing 21%of the throughput.Supply and delivery points.There were 2,881 active receipt points connected to the DJ Basin complex as of December 31,2014.The DJ Basin complex is primarily
171、supplied by the Wattenberg field,in which Anadarko controls 840,000 gross acres and drilled 369 wells and completed 330 wells during the year ended December 31,2014.As of December 31,2014,the DJ Basin complex had the following delivery points for gas not processed within the DJ Basin complex:Anadark
172、os Wattenberg plant;DCP Midstreams(“DCP”)Spindle,Mewbourn and Platteville plants;andAKA Energy Group,LLCs Gilcrest plant.The Anadarko Wattenberg plant and our DJ Basin complex are connected to CIG and Xcel Energys residue pipelines.The DJ Basin complex is also connected to the Overland Pass Pipeline
173、 Company LLCs pipeline,DCPs Wattenberg pipeline and FRPs pipeline for NGLs.In addition,a truck-loading facility provides access to local NGL markets.19Rocky Mountains-UtahChipeta processing complex Customers.Anadarko is the largest customer on the Chipeta system with 82%of the system throughput for
174、the year ended December 31,2014.The balance of throughput on the system during the year ended December 31,2014 was from nine third-party customers.Supply.The Chipeta system is well positioned to access Anadarko and third-party production in the Uinta Basin where Anadarko controls 245,000 gross acres
175、.Chipetas inlet is connected to Anadarkos Natural Buttes gathering system,the Questar pipeline and the Three Rivers Gathering,LLCs system,which is owned by Ute Energy and another third party.Delivery points.The Chipeta plant delivers NGLs to MAPL,which provides transportation through Enterprises Sem
176、inole pipeline(“Seminole pipeline”)and TEPs pipeline in West Texas and ultimately to the NGL fractionation and storage facilities in Mont Belvieu,Texas.The Chipeta plant has natural gas delivery points through the following pipelines:CIG;Questar pipeline;andWIC.Clawson gathering system and treating
177、facility Customers.Anadarko is the largest shipper on the Clawson gathering system with 99%of the total throughput on the system during the year ended December 31,2014.The remaining throughput on the system was from one third-party producer.Supply.The Clawson Springs field covers 7,000 gross acres a
178、nd produces primarily from the Ferron Coal play.Delivery points.The Clawson gathering system delivers into the Questar pipeline.The Questar pipeline provides transportation to regional markets in Wyoming,Colorado and Utah and also delivers into the Kern River pipeline,which provides transportation t
179、o markets in the Western United States,primarily California.Helper gathering system and treating facility Customers.Anadarko is the only shipper on the Helper gathering system.Supply.The Helper and the Cardinal Draw fields are Anadarko-operated coal-bed methane developments on the southwestern edge
180、of the Uinta Basin that produce from the Ferron Coal play.Anadarko owns 19,000 gross acres in each of the Helper and Cardinal Draw fields.Delivery points.The Helper gathering system delivers into the Questar pipeline.20Overview-Mid-Continent and North-central PennsylvaniaLocationAssetTypeCompressorS
181、tationsCompressionHorsepowerGatheringSystemsPipeline MilesSouthwest Kansas&OklahomaHugotonGathering4290,21412,067North-central PennsylvaniaNon-Operated Marcellus(1)Gathering470,7502481North-central PennsylvaniaAnadarko-Operated Marcellus(2)Gathering3151Total46160,96462,699 (1)We own a 33.75%interest
182、(the“Non-Operated Marcellus Interest”)in the Liberty and Rome gas gathering systems(the“Non-Operated Marcellus Interest gathering systems”),with a third party as the operator.(2)We own a 33.75%interest(the“Anadarko-Operated Marcellus Interest”)in the Larrys Creek,Seely and Warrensville gas gathering
183、 systems(the“Anadarko-Operated Marcellus Interest gathering systems”),with Anadarko as the operator.Southwest Kansas and OklahomaHugoton gathering system Customers.Anadarko is the largest customer on the Hugoton gathering system with 86%of the system throughput during the year ended December 31,2014
184、.Two third-party shippers account for 8%of the system throughput,with the balance from various other third-party shippers.21 Supply.The Hugoton field continues to be a long-life,low-decline asset for Anadarko,which has an extensive acreage position in the field with 470,000 gross acres.The Hugoton s
185、ystem is well positioned to gather volumes that may be produced from successful new wells drilled by third-party producers.Delivery points.The Hugoton gathering system is connected to the Satanta plant,which is owned by Anadarko(49%)and a third party.The Satanta plant processes NGLs and helium,and d
186、elivers residue into the Kansas Gas Services pipeline and Southern Star Central Gas Pipeline,Inc.s pipeline.The system is also connected to DCPs National Helium Plant,which extracts NGLs and delivers residue into Energy Transfer Partners,LPs(“ETP”)Panhandle Eastern Pipe Line.North-central Pennsylvan
187、iaMarcellus gathering systems Customers.As of December 31,2014,there were seven and five priority shippers on the Non-Operated Marcellus Interest gathering systems and the Anadarko-Operated Marcellus Interest gathering systems,respectively,including Anadarko.For the year ended December 31,2014,Anada
188、rko represented 21%and 36%of throughput on the Non-Operated Marcellus Interest gathering systems and the Anadarko-Operated Marcellus Interest gathering systems,respectively.Capacity not used by priority shippers is available to third parties.Supply and delivery points.As of December 31,2014,Anadarko
189、 had a working interest in over 722,000 gross acres within the Marcellus shale.The Non-Operated Marcellus Interest gathering systems have access to Transcontinental Gas Pipeline Company,LLCs pipeline(“TRANSCO”),Tennessee Gas Pipeline Company,LLCs pipeline and Millennium Pipeline Company,LLCs pipelin
190、e.The Anadarko-Operated Marcellus Interest gathering systems have access to TRANSCO.22Overview-TexasLocationAssetTypeProcessing/TreatingPlantsProcessing/TreatingCapacity(MMcf/d)ProcessingCapacity(MBbls/d)CompressorStationsCompressionHorsepowerGatheringSystemsPipelineMilesEast TexasDewGathering936,08
191、51324East TexasPinnacle(1)Gathering&Treating150011,3401270East TexasMont Belvieu JV(2)Processing2170South TexasBrasada complex(3)Gathering,Processing&Treating2200171West TexasHaleyGathering1142West TexasDBM complex(4)Gathering,Processing&Treating3300423,5751253Total81,0001701461,00051,060 (1)The Pin
192、nacle system includes the Bethel treating facility.(2)We own a 25%interest in the Mont Belvieu JV,which owns two NGL fractionation trains.A third party serves as the operator.(3)The table above excludes 15MBbls/d of condensate stabilization capacity at the Brasada complex.(4)The table above excludes
193、 1,800 gpm of amine treating capacity at the DBM complex.East and South Texas23East TexasDew gathering system Customers.Anadarko is the largest shipper on the Dew gathering system with 99%of the total throughput on the system during the year ended December 31,2014.The remaining throughput on the sys
194、tem was from two third-party producers.Supply.As of December 31,2014,Anadarko had 794 producing wells in the Bossier play and controlled 111,000 gross acres in the area.Delivery points.The Dew gathering system has delivery points on Kinder Morgan,Inc.s Tejas pipeline(“Tejas pipeline”)and with Pinnac
195、le,which is the primary delivery point and is described in more detail below.Pinnacle gathering system and treating facility Customers.Anadarko is the largest shipper on the Pinnacle gathering system with 92%of system throughput for the year ended December 31,2014.The remaining throughput on the sys
196、tem during that period was from five third-party shippers.Supply.The Pinnacle gathering system is well positioned to provide sour gas gathering and treating services to the five-county area over which it extends,including the Cotton Valley Lime and Reef formations,which contain relatively high conce
197、ntrations of hydrogen sulfide and carbon dioxide.Delivery points.The Pinnacle gathering system is connected to the following pipelines:Atmos Energys Texas pipeline;Midcoast Energy Partners,LPs East Texas system;Energy Transfer Fuels pipeline;Enterprise Texas Pipeline,LPs pipeline;ETC Texas Pipeline,
198、Ltds pipeline;andthe Tejas pipeline.These pipelines provide transportation to the Carthage,Waha and Houston Ship Channel market hubs in Texas.Mont Belvieu JV fractionation trains Customers.The Mont Belvieu JV does not directly contract with customers,but rather is allocated volumes from Enterprise b
199、ased on the available capacity of the other trains at Enterprises NGL fractionation complex in Mont Belvieu,Texas.Supply and delivery points.Enterprise receives volumes at its fractionation complex in Mont Belvieu,Texas via a large number of pipelines that terminate there,including the Seminole pipe
200、line,Skelly-Belvieu Pipeline Company,LLCs pipeline and TEP.Individual NGLs are delivered to end users either through customer-owned pipelines that are connected to nearby petrochemical plants or via export terminal.24South TexasBrasada gathering system,stabilization facility and processing complex C
201、ustomers.Anadarko provides 100%of the throughput to the Brasada complex.Anadarko delivers gas and condensate to the plant on behalf of itself and its upstream partners.Supply.Supply of gas and NGLs for the facility comes from Anadarkos production in the Eagleford shale,in which Anadarko controls 416
202、,000 gross acres.Delivery points.The facility delivers residue gas into the Eagle Ford Midstream system operated by NET Midstream,LLC.It delivers the NGLs into the South Texas NGL Pipeline System operated by Enterprise.West Texas25Haley gathering system Customers.Anadarkos production represented 68%
203、of the Haley gathering systems throughput for the year ended December 31,2014.The remaining throughput was attributable to one third-party producer.Supply.As of December 31,2014,Anadarko had access to 445,000 gross acres in the greater Delaware Basin,a portion of which is gathered by the Haley gathe
204、ring system.Delivery points.The Haley gathering system has multiple delivery points.The primary delivery points are to Kinder Morgan,Inc.s El Paso Natural Gas pipeline(“El Paso pipeline”)or Enterprise GC,LLCs pipeline for ultimate delivery into ETPs Oasis pipeline(“Oasis pipeline”).We also have the
205、ability to deliver into Southern Union Energy Services pipeline for further delivery into the Oasis pipeline.The pipelines at these delivery points provide transportation to both the Waha and Houston Ship Channel markets.DBM gathering system,treating facility and processing complex.The DBM complex i
206、ncludes 300 MMcf/d of cryogenic processing capacity,1,800 gpm of amine treating capacity and a 253-mile rich gas gathering system,which has both high and low pressure segments.Customers.Gas gathered and processed through the DBM complex is primarily from nine third party producers,with the three lar
207、gest producers providing 77%of the system throughput for the year ended December 31,2014.Supply.Supply of gas and NGLs for the complex comes from production from the Delaware Sands,Avalon Shale,Bone Springs and Wolfcamp formations in the Delaware Basin portion of the Permian Basin.Anadarko currently
208、 holds 445,000 gross acres within the Delaware Basin.Delivery points.Residue gas produced at the facility is delivered to an interconnect with the El Paso pipeline.NGL production is delivered to an interconnect with DCPs Sand Hills pipeline.As of December 31,2014,there was an additional NGL intercon
209、nect under construction at our DBM complex with an expected in-service date during the first quarter of 2015.26TRANSPORTATIONOverview27LocationAssetTypeCompressor StationsOperationalHorsepowerPipeline MilesNortheast WyomingMIGC(1)Gas1024,828262Southwest WyomingOTTCOGas13,174217UtahGNB NGL(1)NGL32Col
210、orado,Kansas,OklahomaWhite Cliffs(1)(2)Oil526Colorado,Oklahoma,TexasFRP(1)(3)NGL17,500435Texas,OklahomaTEGNGL61,895117TexasTEP(1)(3)NGL125,000593Total1962,3972,182 (1)MIGC,GNB NGL,White Cliffs,FRP and TEP are regulated by the Federal Energy Regulatory Commission(“FERC”).(2)We own a 10%interest in th
211、e White Cliffs pipeline,which is operated by a third party.(3)We own a 20%interest in TEG and TEP and a 33.33%interest in FRP.All three systems are operated by third parties.Rocky Mountains-Northeast Wyoming MIGC transportation system Customers.Anadarko is the largest firm shipper on the MIGC system
212、,with 87%of throughput for the year ended December 31,2014.The remaining throughput on the MIGC system was from 17 third-party shippers.MIGC offers both forward-haul and backhaul transportation services and is certificated for 175 MMcf/d of firm transportation capacity.Supply.As of December 31,2014,
213、Anadarko had a working interest in over 1.1 million gross acres within the Powder River Basin.Anadarkos gross acreage includes substantial undeveloped acreage positions in the Big George coal play and the multiple seam coal fairway to the north of the Big George coal play.MIGC receives gas from vari
214、ous coal-bed methane gathering systems throughout the Powder River Basin and the Hilight system,as well as from WBI Energy Transmission,Inc.on the north end of the transportation system.Delivery points.MIGC volumes can be redelivered to the hub in Glenrock,Wyoming,which has access to the following i
215、nterstate pipelines:CIG;TIGT;andWIC.Volumes can also be delivered to MGTC.Rocky Mountains-Southwest Wyoming OTTCO transportation system Customers.For the year ended December 31,2014,12%of OTTCOs throughput was from Anadarko.The remaining throughput on the OTTCO transportation system was from two thi
216、rd-party shippers.Revenues on the OTTCO transportation system are generated from contract demand charges and volumetric fees paid by shippers under firm and interruptible gas transportation agreements.Most of OTTCOs gas transportation agreements are month-to-month with the remainder generally having
217、 terms of less than one year.OTTCO has one current third-party firm transportation agreement for 21 MMBtu/d,which extends through December 2021.Supply and delivery points.Supply points to the OTTCO transportation system include the Granger complex and ExxonMobil Corporations Shute Creek plant,which
218、are supplied by the eastern portion of the Greater Green River Basin,the Moxa Arch and the Jonah and Pinedale anticline fields.Primary delivery points include the Red Desert complex,two third-party industrial facilities and an interconnection with Kern River pipeline.28Rocky Mountains-UtahGNB NGL pi
219、peline Customers.Anadarko was the only shipper on the GNB NGL pipeline for the year ended December 31,2014.Supply.The GNB NGL pipeline receives NGLs from Chipetas gas processing facility and Tesoros Stagecoach/Iron Horse gas processing complex.Delivery points.The GNB NGL pipeline delivers NGLs to MA
220、PL,which provides transportation through the Seminole pipeline and TEP in West Texas,and ultimately to NGL fractionation and storage facilities in Mont Belvieu,Texas.Rocky Mountains-ColoradoWhite Cliffs pipeline Customers.The White Cliffs pipeline had multiple committed shippers,including Anadarko,d
221、uring the year ended December 31,2014.In addition,other parties may ship on the White Cliffs pipeline at FERC-based rates.The White Cliffs dual pipeline system provides 150 MBbls/d of crude takeaway capacity from Platteville,Colorado to Cushing,Oklahoma.White Cliffs is currently undergoing an expans
222、ion project that will increase the pipelines capacity to over 200 MBbls/d.These expansion projects are scheduled to be completed in mid-to-late 2015.Supply.The White Cliffs pipeline is supplied by production from the DJ Basin and offers the only direct route from the DJ Basin to Cushing,Oklahoma.Del
223、ivery points.The White Cliffs pipeline delivery point is SemCrudes storage facility in Cushing,Oklahoma,a major crude oil marketing center,which ultimately delivers to Gulf Coast and mid-continent refineries.At the point of origin,it has a 300,000-barrel storage facility adjacent to a truck-unloadin
224、g facility.TexasTEFR Interests Front Range Pipeline.FRP provides takeaway capacity from the DJ Basin in Northeast Colorado.FRP has injection points from gas plants in Weld County,Colorado(including our Lancaster plant),which is part of the DJ Basin complex(see Rocky MountainsColorado and Utah within
225、 these Items 1 and 2).FRP connects to TEP near Skellytown,Texas.During the year ended December 31,2014,FRP had two committed shippers,including Anadarko and provides capacity for other shippers at the posted FERC tariff rate.Texas Express Gathering.TEG consists of two NGL gathering systems that prov
226、ide plants in North Texas,the Texas panhandle and West Oklahoma with access to NGL takeaway capacity on TEP.TEG had one committed shipper during the year ended December 31,2014.Texas Express Pipeline.TEP delivers to NGL fractionation and storage facilities in Mont Belvieu,Texas.At Skellytown,Texas,T
227、EP is supplied with NGLs from other pipelines including FRP and MAPL.TEP had multiple committed shippers,including Anadarko,during the year ended December 31,2014 and provides capacity for other shippers at the posted FERC tariff rates.29Assets Under DevelopmentWe currently have the following signif
228、icant projects scheduled for completion in 2015 and 2016.Lancaster Train II in the DJ Basin:We are currently constructing the second train of the Lancaster plant,which is part of the DJ Basin complex.The second train is designed to have a capacity of 300 MMcf/d and is expected to begin service durin
229、g the second quarter of 2015.Anadarko has agreed to a fee-based contract with a 10-year throughput guarantee of 200 MMcf/d,which will begin on the plants in-service date.DBM Trains IV and V in West Texas:We are currently preparing for the construction of an additional cryogenic unit at our DBM compl
230、ex with 200 MMcf/d of designed processing capacity and an in-service date expected during the first quarter of 2016.We have also made progress payments towards the construction of another cryogenic unit at our DBM complex(Train V),with an expected in-service date of mid-2016.COMPETITIONThe midstream
231、 services business is very competitive.Our competitors include other midstream companies,producers,and intrastate and interstate pipelines.Competition for natural gas and NGL volumes is primarily based on reputation,commercial terms,reliability,service levels,location,available capacity,capital expe
232、nditures and fuel efficiencies.However,a substantial portion of our throughput volumes on a majority of our systems are owned or controlled by Anadarko.In addition,Anadarko has dedicated future production to us from its acreage surrounding the Wattenberg,Dew,Pinnacle,Haley,Helper,Clawson and Hugoton
233、 gathering systems.We believe that our assets that are located outside of the dedicated areas are geographically well positioned to retain and attract third-party volumes due to our competitive rates.We believe the primary advantages of our assets are their proximity to established and/or future pro
234、duction,and the service flexibility they provide to producers.We believe we can provide the services that producers and other customers require to connect,gather and process their natural gas efficiently,at competitive and flexible contract terms.30Gathering Systems and Processing PlantsThe followin
235、g table summarizes the primary competitors for our gathering systems and processing plants at December 31,2014.SystemCompetitor(s)Anadarko-Operated Marcellus Interest gathering systemsRegency Energy Partners LP(formerly PVR Midstream)and National Fuel Gas Midstream CorporationBison treating facility
236、Thunder Creek Gas Services,LLC and Fort Union(treating only)Brasada gathering system,stabilization facility and processing complexEnterprise,ETP and Kinder Morgan,Inc.Chipeta processing complexTesoro and Kinder Morgan,Inc.Dew and Pinnacle gathering systems and Pinnacle treating facilityETC Texas Pip
237、eline,Ltd.,Midcoast Energy Partners,LP(East Texas),XTO Energy and the Tejas pipelineDJ Basin gathering system,treating facility and processing complexDCP and AKA Energy Group,LLCFort Union gathering system and treating facilityBison treating facility(carbon dioxide treating services only),MIGC,Thund
238、er Creek Gas Services,LLC and TransCanada CorporationGranger gathering system and processing complexWilliams Field Services,Enterprise/Jonah Gas Gathering Company and TesoroHaley gathering systemAnadarkos Delaware Basin Joint Venture,Enterprise GC,LP,Regency Gas Services,LP and Targa Midstream Servi
239、ces,LPHelper and Clawson gathering systems and treating facilitiesXTO EnergyHilight gathering system and processing plantDCP,ONEOK Gas Gathering Company,Thunder Creek Gas Services,LLC,Crestwood-Access,Tallgrass Energy Partners,LP and Rowdy Gathering CompanyHugoton gathering systemONEOK Gas Gathering
240、 Company,DCP and Linn EnergyMont Belvieu JV fractionation trainsTarga Resources LP,Phillips 66,Lone Star NGL LLC and ONEOK Partners,LPNewcastle gathering system and processing plantDCPNon-Operated Marcellus Interest gathering systemsRegency Energy Partners,LP(formerly PVR Midstream)DBM gathering sys
241、tem,treating facility and processing complexAnadarkos Delaware Basin Joint Venture,Regency Gas Services,Enterprise GC,LP and Targa Midstream,LPRed Desert gathering system and processing complexWilliams Field Services and TesoroRendezvous gathering systemNo significant direct competitionTransportatio
242、nMIGC competes with other pipelines that service the regional market and transport gas volumes from the Powder River Basin to Glenrock,Wyoming.MIGC competitors seek to attract and connect new gas volumes throughout the Powder River Basin,including certain of the volumes currently being transported o
243、n the MIGC pipeline.Competitive factors include commercial terms,available capacity,fuel efficiencies,the interconnected pipelines and gas quality issues.MIGCs major competitors are Thunder Creek Gas Services,LLC,TransCanada Corporations Bison pipeline,which commenced operations in January 2011,and
244、the Fort Union gathering system.The White Cliffs pipeline and the OTTCO transportation system face no direct competition from other pipelines,although White Cliffs pipeline shippers could sell crude oil in local markets or ship crude via rail services rather than via pipeline to Cushing,Oklahoma.The
245、 TEFR interests compete with DCPs Sand Hills pipeline,West Texas LPG Pipeline LPs pipeline and the Seminole pipeline.31REGULATION OF OPERATIONSSafety and MaintenanceMany of the pipelines we use to gather and transport natural gas and NGLs are subject to regulation by the Pipeline and Hazardous Mater
246、ials Safety Administration(“PHMSA”)of the Department of Transportation(the“DOT”)pursuant to the Natural Gas Pipeline Safety Act of 1968,as amended(the“NGPSA”),with respect to natural gas and the Hazardous Liquids Pipeline Safety Act of 1979,as amended(the“HLPSA”),with respect to NGLs.Both the NGPSA
247、and the HLPSA were amended by the Pipeline Safety Improvement Act of 2002(the“PSI Act”)and the Pipeline Inspection,Protection,Enforcement and Safety Act of 2006(the“PIPES Act”).Pursuant to these acts,PHMSA has promulgated regulations governing,among other things,pipeline wall thicknesses,design pres
248、sures,maximum operating pressures,pipeline patrols and leak surveys,minimum depth requirements,and emergency procedures,as well as other matters intended to ensure adequate protection for the public and to prevent accidents and failures.Additionally,PHMSA has promulgated regulations requiring pipeli
249、ne operators to develop and implement integrity management programs for certain gas and hazardous liquid pipelines that,in the event of a pipeline leak or rupture,could affect“high consequence areas,”where a release could have the most significant adverse consequences,including high population areas
250、,certain drinking water sources and unusually sensitive ecological areas.We believe that our pipeline operations are in substantial compliance with applicable NGPSA and HLPSA requirements;however,due to the possibility of new or amended laws and regulations or reinterpretation of existing laws and r
251、egulations,future compliance with the NGPSA and HLPSA could result in increased costs.These pipeline safety laws were amended in January 2012,when President Obama signed the Pipeline Safety,Regulatory Certainty and Job Creation Act of 2011(the“2011 Pipeline Safety Act”),which requires increased safe
252、ty measures for gas and hazardous liquids pipelines.Among other things,the 2011 Pipeline Safety Act directed the Secretary of Transportation to promulgate regulations relating to expanded integrity management requirements,automatic or remote-controlled valve use,excess flow valve use,leak detection
253、system installation,pipeline material strength testing,verification of the maximum allowable pressure of certain pipelines,and operator verification of records confirming the maximum allowable pressure of certain intrastate gas transmissions pipelines.The 2011 Pipeline Safety Act also increases the
254、maximum penalty for violation of pipeline safety regulations from$100,000 to$200,000 per violation per day of violation and from$1.0 million to$2.0 million for a related series of violations.The safety enhancement requirements and other provisions of the 2011 Pipeline Safety Act as well as any imple
255、mentation of PHMSA regulations thereunder could require us to install new or modified safety controls,pursue additional capital projects,or conduct maintenance programs on an accelerated basis,any of which could result in our incurring increased operating costs that could have a material adverse eff
256、ect on our results of operations or financial position.32In addition,while states are largely preempted by federal law from regulating pipeline safety for interstate lines,most are certified by PHMSA to assume responsibility for enforcing federal intrastate pipeline regulations and inspection of int
257、rastate pipelines.In practice,because states can adopt stricter standards for intrastate pipelines than those imposed by the federal government for interstate lines,states vary considerably in their authority and capacity to address pipeline safety.We do not anticipate any significant difficulty or
258、material cost in complying with applicable intrastate pipeline safety laws and regulations in 2015.Our pipelines have operations and maintenance plans designed to keep the facilities in compliance with pipeline safety requirements.We,or the entities in which we own an interest,inspect our pipelines
259、regularly in substantial compliance with applicable state and federal maintenance requirements.Nonetheless,the adoption of new or amended regulations by PHMSA or the states in which we operate that result in more stringent or costly pipeline integrity management or safety standards could have a sign
260、ificant adverse effect on us and similarly situated midstream operators.For instance,in August 2011,PHMSA published an advance notice of proposed rulemaking in which the agency was seeking public comment on a number of changes to regulations governing the safety of gas transmission pipelines and gat
261、hering lines,including,for example,revising the definitions of“high consequence areas”and“gathering lines”and strengthening integrity management requirements as they apply to existing regulated operators and to currently exempt operators should certain exemptions be removed.Most recently,in response
262、 to an August 2014 report from the U.S.Government Accountability Office(the“GAO”),PHMSA stated that it is developing revisions to its pipeline safety regulations,including consideration of the need to adopt safety requirements for gas gathering pipelines that are not currently subject to regulation.
263、We are also subject to a number of federal and state laws and regulations,including the federal Occupational Safety and Health Act,as amended(“OSHA”),and comparable state statutes,the purposes of which are to protect the health and safety of workers,both generally and within the pipeline industry.Th
264、e OSHA hazard communication standard,the community right-to-know regulations of the U.S.Environmental Protection Agency(the“EPA”)under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materi
265、als used or produced in our operations and that such information be provided to employees,state and local government authorities and citizens.We and the entities in which we own an interest are also subject to OSHAs Process Safety Management(“PSM”)regulations as well as EPAs Risk Management Program(
266、“RMP”)regulations,which are designed to prevent or minimize the consequences of catastrophic releases of toxic,reactive,flammable or explosive chemicals.These regulations apply to any process which involves a chemical at or above specified thresholds or any process which involves flammable liquid or
267、 gas in excess of 10,000 pounds.We believe that we are in substantial compliance with all applicable laws and regulations relating to worker health and safety.However,notwithstanding the applicability of these PSM and RMP requirements at regulated facilities,PHMSA and one or more state regulators,in
268、cluding the Texas Railroad Commission,have in the past expanded the scope of their regulatory inspections to include certain in-plant equipment and pipelines found within NGL fractionation facilities and associated storage facilities,in order to assess compliance of such equipment and pipelines with
269、 hazardous liquid pipeline safety requirements.These actions by PHMSA are currently subject to judicial and administrative challenges by one or more midstream operators;however,to the extent that such legal challenges are unsuccessful,midstream operators of NGL fractionation facilities and associate
270、d storage facilities subject to such inspection may be required to make operational changes or modifications at their facilities to meet standards beyond current PSM and RMP requirements,which changes or modifications may result in additional capital costs,possible operational delays and increased c
271、osts of operation that,in some instances,may be significant.Interstate Natural Gas Pipeline RegulationRegulation of pipeline transportation services may affect certain aspects of our business and the market for our products and services.The operation of our MIGC pipeline and the natural gas residue
272、pipeline at the tailgate of the DBM complex(the“DBM pipeline”)are subject to regulation by FERC under the Natural Gas Act of 1938(the“NGA”).Under the NGA,FERC has authority to regulate natural gas companies that provide natural gas pipeline transportation services in interstate commerce.Federal regu
273、lation extends to such matters as the following:rates,services,and terms and conditions of service;types of services that may be offered to customers;33 certification and construction of new facilities;acquisition,extension,disposition or abandonment of facilities;maintenance of accounts and records
274、;internet posting requirements for available capacity,discounts and other matters;pipeline segmentation to allow multiple simultaneous shipments under the same contract;capacity release to create a secondary market for transportation services;relationships between affiliated companies involved in ce
275、rtain aspects of the natural gas business;initiation and discontinuation of services;market manipulation in connection with interstate sales,purchases or transportation of natural gas and NGLs;and participation by interstate pipelines in cash management arrangements.Natural gas companies are prohibi
276、ted from charging rates that have been determined not to be just and reasonable by FERC.In addition,FERC prohibits natural gas companies from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service.The rates and terms and
277、conditions for our interstate pipeline services are set forth in FERC-approved tariffs.Pursuant to FERCs jurisdiction over rates,existing rates may be challenged by complaint or by action of FERC under Section 5 of the NGA,and proposed rate increases may be challenged by protest.The outcome of any s
278、uccessful complaint or protest against our rates could have an adverse impact on revenues associated with providing transportation service.For example,one such matter relates to FERCs policy regarding allowances for income taxes in determining a regulated entitys cost of service.FERC allows regulate
279、d companies to recover an allowance for income taxes in rates only to the extent the company or its owners,such as our unitholders,are subject to U.S.income tax.This policy affects whom we allow to own our units,and if we are not successful in limiting ownership of our units to persons or entities s
280、ubject to U.S.income tax,the rates and revenues for our FERC-regulated pipelines could be adversely affected.Interstate natural gas pipelines regulated by FERC are required to comply with numerous regulations related to standards of conduct,market transparency,and market manipulation.FERCs standards
281、 of conduct regulate the manner in which interstate natural gas pipelines may interact with their marketing affiliates(unless FERC has granted a waiver of such standards).FERCs market oversight and transparency regulations require annual reports of purchases or sales of natural gas meeting certain t
282、hresholds and criteria and certain public postings of information on scheduled volumes.FERCs market manipulation regulations promulgated pursuant to the Energy Policy Act of 2005(the“EPAct 2005”)make it unlawful for any entity,directly or indirectly in connection with the purchase or sale of natural
283、 gas subject to the jurisdiction of FERC,or the purchase or sale of transportation services subject to the jurisdiction of FERC,to(1)use or employ any device,scheme or artifice to defraud;(2)make any untrue statement of material fact or omit to make any statement necessary to make the statements mad
284、e not misleading;or(3)engage in any act or practice that operates as a fraud or deceit upon any person.The EPAct 2005 also amends the NGA and the Natural Gas Policy Act of 1978(the“NGPA”)to give FERC authority to impose civil penalties for violations of these statutes,up to$1.0 million per day per v
285、iolation for violations occurring after August 8,2005.Should we fail to comply with all applicable FERC-administered statutes,rules,regulations and orders,we could be subject to substantial penalties and fines.34Interstate Liquids Pipeline RegulationRegulation of interstate liquids pipeline services
286、 may affect certain aspects of our business and the market for our products and services.Our NGL pipelines with FERC tariffs on file provide service as common carriers under the Interstate Commerce Act,the Energy Policy Act of 1992,and related rules and orders.FERC regulation requires that interstat
287、e liquid pipeline rates,including rates for transportation of NGLs,be filed with FERC and that these rates be“just and reasonable”and not unduly discriminatory.Rates of interstate NGL pipelines are currently regulated by FERC primarily through an annual indexing methodology,under which pipelines inc
288、rease or decrease their rates in accordance with an index adjustment specified by FERC.For the five-year period beginning in 2010,FERC established an annual index adjustment equal to the change in the producer price index for finished goods plus 2.65%.This adjustment is subject to review every five
289、years.Under FERCs regulations,an NGL pipeline can request a rate increase that exceeds the rate obtained through application of the indexing methodology by using a cost-of-service approach,but only after the pipeline establishes that a substantial divergence exists between the actual costs experienc
290、ed by the pipeline and the rates resulting from application of the indexing methodology.The Interstate Commerce Act permits interested persons to challenge proposed new or changed rates and authorizes FERC to suspend the effectiveness of such rates for up to seven months and investigate such rates.I
291、f,upon completion of an investigation,FERC finds that the new or changed rate is unlawful,it is authorized to require the pipeline to refund revenues collected in excess of the just and reasonable rate during the term of the investigation.The just and reasonable rate used to calculate refunds cannot
292、 be lower than the last tariff rate approved as just and reasonable.FERC may also investigate,upon complaint or on its own motion,rates that are already in effect and may order a carrier to change its rates prospectively.Upon an appropriate showing,a shipper may obtain reparations for charges in exc
293、ess of a just and reasonable rate for a period of up to two years prior to the filing of a complaint.Natural Gas Gathering Pipeline RegulationRegulation of gathering pipeline services may affect certain aspects of our business and the market for our products and services.Section 1(b)of the NGA exemp
294、ts natural gas gathering facilities from the jurisdiction of FERC.We believe that our natural gas pipelines meet the traditional tests that FERC has used to determine that a pipeline is a gathering pipeline and is,therefore,not subject to FERC jurisdiction,although FERC has not made any determinatio
295、ns with respect to the jurisdictional status of any of our pipelines other than MIGC and the DBM pipeline.The distinction between FERC-regulated transmission services and federally unregulated gathering services,however,has been the subject of substantial litigation,so the classification and regulat
296、ion of our gathering facilities are subject to change based on future determinations by FERC,the courts or Congress.State regulation of gathering facilities generally includes various safety,environmental and,in some circumstances,nondiscriminatory take requirements and complaint-based rate regulati
297、on.FERC makes jurisdictional determinations on a case-by-case basis.In recent years,FERC has regulated the gathering activities of interstate pipeline transmission companies more lightly,which has resulted in a number of such companies transferring gathering facilities to unregulated affiliates.As a
298、 result of these activities,natural gas gathering may begin to receive greater regulatory scrutiny at both the state and federal levels.Our natural gas gathering operations could be adversely affected should they be subject to more stringent application of state or federal regulation of rates and se
299、rvices.Our natural gas gathering operations also may be or become subject to additional safety and operational regulations relating to the design,installation,testing,construction,operation,replacement and management of gathering facilities.Additional rules and legislation pertaining to these matter
300、s are considered or adopted from time to time.We cannot predict what effect,if any,such changes might have on our operations,but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.35Our natural gas gather
301、ing operations are subject to ratable take and common purchaser statutes in most of the states in which we operate.These statutes generally require our gathering pipelines to take natural gas without undue discrimination as to source of supply or producer.These statutes are designed to prohibit disc
302、rimination in favor of one producer over another producer or one source of supply over another source of supply.The regulations under these statutes can have the effect of imposing some restrictions on our ability as an owner of gathering facilities to decide with whom we contract to gather natural
303、gas.The states in which we operate have adopted a complaint-based regulation of natural gas gathering activities,which allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to gathering access and rate discrimination.We cannot
304、predict whether such a complaint will be filed against us in the future.Failure to comply with state regulations can result in the imposition of administrative,civil and criminal remedies.To date,there has been no adverse effect to our systems due to these regulations.FERCs anti-manipulation rules a
305、pply to non-jurisdictional entities to the extent the activities are conducted“in connection with”gas sales,purchases or transportation subject to FERC jurisdiction.The new anti-manipulation rules do not apply to activities that relate only to intrastate or other non-jurisdictional sales or gatherin
306、g,but only to the extent such transactions do not have a“nexus”to jurisdictional transactions.In addition,FERCs market oversight and transparency regulations may also apply to otherwise non-jurisdictional entities to the extent annual purchases and sales of natural gas reach a certain threshold.As n
307、oted above,FERCs civil penalty authority under EPAct 2005 would apply to violations of these rules.Intrastate Pipeline RegulationRegulation of intrastate pipeline services may affect certain aspects of our business and the market for our products and services.Intrastate natural gas and liquids trans
308、portation is subject to regulation by state regulatory agencies.The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate pipeline rates and services varies from state to state.Insofar as such regulation within a particu
309、lar state will generally affect all intrastate shippers within the state on a comparable basis,we believe that the regulation of intrastate transportation in any states in which we operate will not disproportionately affect our operations.Like the regulation of interstate transportation rates,the re
310、gulation of intrastate transportation rates affects the marketing of the products that we produce,as well as the revenues we receive for sales of such products.In the event any of our intrastate pipelines offer natural gas transportation services under Section 311 of the NGPA,such pipelines will be
311、required to meet certain quarterly reporting requirements providing detailed transaction information which could be made public.Such pipelines will also be subject to periodic rate review by FERC.In addition,FERCs anti-manipulation,market oversight,and market transparency regulations may extend to i
312、ntrastate natural gas pipelines although they may otherwise be non-jurisdictional,and FERCs civil penalty authority under EPAct 2005 would apply to violations of these rules.Financial Reform LegislationFor a description of financial reform legislation that may affect our business,financial condition
313、 and results of operations,please read Risk Factors under Item 1A of this Form 10-K for more information.36ENVIRONMENTAL MATTERSGeneralOur operations are subject to stringent federal,tribal,state and local laws and regulations relating to the protection of the environment.These laws and regulations
314、can restrict or impact our business activities in many ways,such as requiring the acquisition of permits to conduct regulated activities;restricting the way we emit,discharge or dispose of our wastes;limiting or prohibiting construction activities in sensitive areas,such as wetlands and other protec
315、ted areas;requiring remedial actions to mitigate pollution from former and current operations;and imposing substantial liabilities for pollution resulting from our operations.Failure to comply with these requirements may result in the assessment of administrative,civil and criminal penalties,the imp
316、osition of remedial obligations and the issuance of orders enjoining performance of some or all of our operations.Also,certain environmental statutes impose strict joint and several liability for costs required to clean up and restore sites where hydrocarbons or wastes have been disposed or released
317、.Our operations and construction activities are also subject to state and local ordinances that require us to take curative actions to reduce or mitigate nuisance-type conditions such as excessive levels of dust or noise or increased traffic congestion.We have implemented programs and policies desig
318、ned to keep our pipelines,plants and other facilities in substantial compliance with environmental laws and regulations.The trend in environmental regulation is to place more restrictions on activities that may affect the environment,and thus,there can be no assurance as to the amount or timing of f
319、uture expenditures for environmental compliance or remediation and actual future expenditures may be significantly in excess of the amounts we currently anticipate.While we believe that we are in substantial compliance with existing environmental laws and regulations and that continued compliance wi
320、th existing requirements will not materially affect us,there is no assurance that the current conditions will continue in the future or that such future compliance will not have a material adverse effect on our business,financial conditions or results of operations.Below is a discussion of several o
321、f the material environmental laws and regulations,as amended from time to time,that relate to our business.Hazardous Substances and WastesThe federal Comprehensive Environmental Response,Compensation,and Liability Act(“CERCLA”)and comparable state laws impose liability,without regard to fault or the
322、 legality of the original conduct,on certain classes of persons who are considered to be responsible for the release of a“hazardous substance”into the environment.These persons include current and prior owners or operators of the site where a release of hazardous substances occurred and companies th
323、at disposed or arranged for the disposal of the hazardous substances released at the site.Under CERCLA,these“responsible persons”may be subject to strict and joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment,for damages to
324、natural resources and for the costs of certain health studies.We generate materials in the course of our ordinary operations that are regulated as“hazardous substances”under CERCLA or similar state laws.We also generate non-hazardous and hazardous wastes that are subject to the requirements of the f
325、ederal Resource Conservation and Recovery Act(the“RCRA”)and comparable state statutes.While the RCRA regulates both non-hazardous and hazardous wastes,it imposes more stringent requirements on the generation,storage,treatment,transportation and disposal of hazardous wastes.In the ordinary course of
326、our operations and our customers operations,wastes are generated constituting non-hazardous waste and,in some instances,hazardous wastes.We own or lease properties where petroleum hydrocarbons are being or have been handled for many years.We have generally used operating and disposal practices that
327、were standard in the industry at the time,although petroleum hydrocarbons or wastes may have been disposed of or released on or under the properties owned or leased by us,or on or under the other locations where these petroleum hydrocarbons and wastes have been transported for treatment or disposal.
328、In addition,certain of these properties have been operated by third parties whose treatment and disposal or release of petroleum hydrocarbons and wastes was not under our control.These properties and the wastes disposed thereon may be subject to CERCLA,RCRA and analogous state laws.37Air EmissionsTh
329、e federal Clean Air Act and comparable state laws restrict the emission of air pollutants from various industrial sources,including our compressor stations,and also impose various monitoring and reporting requirements.Such laws and regulations may require that we obtain pre-approval for the construc
330、tion or modification of certain projects or facilities,obtain and strictly comply with air permits containing various emissions and operational limitations and utilize specific emission control technologies to limit emissions.Our failure to comply with these requirements could subject us to monetary
331、 penalties,injunctions,conditions or restrictions on operations and,potentially,criminal enforcement actions.We may be required to incur certain capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining permits and approvals for air emissions
332、.For example,in December 2014,the EPA published proposed regulations to revise the National Ambient Air Quality Standard(the“NAAQS”)for ozone,recommending a standard between 65 to 70 parts per billion(“ppb”)for both the 8-hour primary and secondary standards,protective of public health and public we
333、lfare,respectively.The current primary and secondary ozone standards are each set at 75 ppb.In June 2014,the Clear Air Scientific Advisory Committee concluded that scientific evidence supported a standard between 60 to 70 ppb.Ultimately,the EPA decided to propose a new standard between 65 and 70 ppb,but is taking comment on whether a 60 ppb standard should be established for the primary standard o
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研報
新質生產力
DeepSeek?
低空經濟
大模型
AI Agent
AI Infra
具身智能
自動駕駛
寵物
銀發經濟
人形機器人
企業出海
算力
微短劇
薪酬
白皮書
創新藥
人工智能
AI產業
信息科技
互聯網
消費經濟
汽車交通
電商零售
傳媒娛樂
醫藥健康
投資金融
能源環境
地產建筑
傳統產業
英文報告
其它
最新報告
中英對照
全文搜索
報告精選
PDF上傳翻譯
多格式文檔互轉
入駐&報告售賣
會員權益
機構報告
券商研報
財報庫
專題合集
英文報告
數據圖表
會議報告
其他資源
行業聚焦
芯片產業
熱點概念
全球咨詢智庫
人工智能
500強
新質生產力
會議峰會
新能源汽車
企業年報
互聯網
公司研究
行業綜觀
消費教育
科技通信
醫藥健康
人力資源
投資金融
汽車產業
物流地產
電子商務
傳統產業
傳媒營銷
其它
2025低空經濟/低空產業報告合集（共49套打包）
2025年智算中心/AIDC/AI數據中心研究報告合集（共37套打包）
AI、科技與通信
廣告、傳媒與營銷
消費、零售與支付
HR、文化與旅游
金融、保險與投資
能源、環境與工業
醫療制藥與大健康
物流、地產與建筑
其他行業
AI ? 科技 ? 通信
數字化
金融財經
智能制造
電商傳媒
地產建筑
醫療醫學
能源化工
其他行業
收藏
下載
2025-05-20
AI查數
行業數據
政策法規
商業模式
產業鏈
競爭格局
市場規模
產業概述
其它
2025年
AI讀財報
年報
一季報
半年報
三季報
IPO招股書
社會責任報告
A股
IPO申報
港股
美股&全球
新三板
掃碼登錄
手機快捷登錄
賬號登錄
