Attached files
file | filename |
---|---|
EX-21.1 - EX-21.1 - Western Midstream Operating, LP | h82017exv21w1.htm |
EX-31.1 - EX-31.1 - Western Midstream Operating, LP | h82017exv31w1.htm |
EX-31.2 - EX-31.2 - Western Midstream Operating, LP | h82017exv31w2.htm |
EX-10.12 - EX-10.12 - Western Midstream Operating, LP | h82017exv10w12.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Amendment No. 1)
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
Or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-34046
WESTERN GAS PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware | 26-1075808 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
1201 Lake Robbins Drive | 77380 | |
The Woodlands, Texas | (Zip Code) | |
(Address of principal executive offices) |
(832) 636-6000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Units Representing Limited Partner Interests | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
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 (§ 232.405 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
o No o
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 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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated 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 þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No þ
The aggregate market value of the Partnerships common units representing limited partner
interests held by non-affiliates of the registrant was approximately $703.1 million on June 30,
2010 based on the closing price as reported on the New York Stock Exchange.
At February 18, 2011, there were 51,036,968 common units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
None
TABLE OF CONTENTS
PART IV | ||||||||
Item 15. Exhibits | ||||||||
SIGNATURES | ||||||||
EX-10.12 | ||||||||
EX-21.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 |
Table of Contents
Explanatory Note
The sole purpose of this Amendment No. 1 to the Partnerships Annual Report on Form 10-K for
the period ended December 31, 2010 (the Form 10-K), as filed with the Securities and Exchange
Commission on February 24, 2011, is to file Exhibits 10.12 and 21.1 to the Form 10-K as required by
Item 601 of Regulation S-K. In addition to these exhibits, we are including in this Amendment No. 1
certifications of our principal executive officer and principal financial officer in Exhibit 31.1
and 31.2.
No other changes have been made to the Form 10-K other than as described above. This Amendment
No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K
or modify or update in any way disclosures made in the Form 10-K.
Table of Contents
PART IV
Item 15. Exhibits
(a)(1) Financial Statements
Our consolidated financial statements are included under Item 8 of this annual report. For a
listing of these statements and accompanying footnotes, please see the Index to Consolidated
Financial Statements under Item 8 of this annual report.
(a)(2) Financial Statement Schedules
Our supplemental quarterly information is included under Part II, Item 8 of this annual
report.
(a)(3) Exhibits
Exhibit Index
Exhibit | ||
Number | Description | |
2.1
|
Contribution, Conveyance and Assumption Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, Anadarko Petroleum Corporation, WGR Holdings, LLC, Western Gas Resources, Inc., WGR Asset Holding Company LLC, Western Gas Operating, LLC and WGR Operating, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LPs Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). | |
2.2#
|
Contribution Agreement, dated as of November 11, 2008, by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on November 13, 2008, File No. 001-34046). | |
2.3#
|
Contribution Agreement, dated as of July 10, 2009, by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, Anadarko Uintah Midstream, LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on July 23, 2009, File No. 001-34046). | |
2.4#
|
Contribution Agreement, dated as of January 29, 2010 by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, Mountain Gas Resources LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on February 3, 2010 File No. 001-34046). | |
2.5#
|
Contribution Agreement, dated as of July 30, 2010, by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on August 5, 2010, File No. 001-34046). | |
2.6#
|
Purchase and Sale Agreement, dated as of January 14, 2011, by and among Western Gas Partners, LP, Kerr-McGee Gathering LLC and Encana Oil & Gas (USA) Inc. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on January 18, 2011 File No. 001-34046). | |
3.1
|
Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LPs Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). | |
3.2
|
First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated May 14, 2008 (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). |
Table of Contents
Exhibit | ||
Number | Description | |
3.3
|
Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP dated December 19, 2008 (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on December 24, 2008, File No. 001-34046). | |
3.4
|
Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated as of April 15, 2009 (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on April 20, 2009, File No. 001-34046). | |
3.5
|
Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP dated July 22, 2009 (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on July 23, 2009, File No. 001-34046). | |
3.6
|
Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP dated January 29, 2010 (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on February 3, 2010, File No. 001-34046). | |
3.7
|
Amendment No. 5 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated August 2, 2010 (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on August 5, 2010, File No. 001-34046). | |
3.8
|
Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LPs Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). | |
3.9
|
Amended and Restated Limited Liability Company Agreement of Western Gas Holdings, LLC, dated as of May 14, 2008 (incorporated by reference to Exhibit 3.2 to Western Gas Partners, LPs Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). | |
4.1
|
Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LPs Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046). | |
10.1
|
Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC and Anadarko Petroleum Corporation, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.3 to Western Gas Partners, LPs Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). | |
10.2
|
Amendment No. 1 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of December 19, 2008 (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LPs Current Report on Form 8-K filed on December 24, 2008, File No. 001-34046). | |
10.3
|
Amendment No. 2 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of July 22, 2009 (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LPs Current Report on Form 8-K filed on July 23, 2009, File No. 001-34046). | |
10.4
|
Amendment No. 3 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of December 31, 2009 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on January 7, 2010, File No. 001-34046). | |
10.5
|
Amendment No. 4 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of January 29, 2010 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on February 3, 2010, File No. 001-34046). | |
10.6
|
Amendment No. 5 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, and Anadarko Petroleum Corporation, dated as of August 2, 2010 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on August 5, 2010, File No. 001-34046). | |
10.7
|
Services And Secondment Agreement between Western Gas Holdings, LLC and Anadarko Petroleum Corporation dated May 14, 2008 (incorporated by reference to Exhibit 10.4 to Western Gas Partners, LPs Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). | |
10.8
|
Tax Sharing Agreement by and among Anadarko Petroleum Corporation and Western Gas Partners, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.5 to Western Gas Partners, LPs Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). |
Table of Contents
Exhibit | ||
Number | Description | |
10.9
|
Anadarko Petroleum Corporation Fixed Rate Note due 2038 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). | |
10.10
|
Form of Commodity Price Swap Agreement (filed as Exhibit 10.3 to the Partnerships Form 10-Q for the quarter ended March 31, 2010). | |
10.11
|
Term Loan Agreement due 2013 dated as of December 19, 2008 by and between Anadarko Petroleum Corporation and Western Gas Partners, LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on December 24, 2008, File No. 001-34046). | |
10.12*
|
Amendment No. 1 to Term Loan Agreement due 2013 dated December 20, 2010 by and between Anadarko Petroleum Corporation and Western Gas Partners, LP. | |
10.13
|
Form of Indemnification Agreement by and between Western Gas Holdings, LLC, its Officers and Directors (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to Western Gas Partners, LPs Registration Statement on Form S-1 filed on January 23, 2008, File No. 333-146700). | |
10.14
|
Western Gas Partners, LP 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 to Western Gas Partners, LPs Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046). | |
10.15
|
Form of Award Agreement under the Western Gas Partners, LP 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to Western Gas Partners, LPs Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). | |
10.16
|
Amended and Restated Western Gas Holdings, LLC Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Western Gas Partners, LPs Current Report on Form 8-K filed on December 24, 2008, File No. 001-34046). | |
10.17
|
Form of Amended and Restated Award Agreement under Western Gas Holdings, LLC Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Western Gas Partners, LPs Current Report on Form 8-K filed on December 24, 2008, File No. 001-34046). | |
10.18
|
Amended and Restated Limited Liability Company Agreement of Chipeta Processing LLC effective July 23, 2009 (incorporated by reference to Exhibit 10.4 to Western Gas Partners, LPs Quarterly Report on Form 10-Q filed on November 12, 2009, File No. 001-34046). | |
10.19
|
Revolving Credit Agreement, dated as of October 29, 2009, among Western Gas Partners, LP, Wells Fargo Bank National Association, as the administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LPs Current Report on Form 8-K filed on October 30, 2009, File No. 001-34046). | |
10.20
|
Term Loan Agreement dated August 2, 2010, by and among the Partnership, as borrower, Wells Fargo Bank, National Association, as administrative agent, DnB NOR Bank ASA, as syndication agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LPs Current Report on Form 8-K filed on August 5, 2010, File No. 001-34046). | |
12.1**
|
Ratio of Earnings to Fixed Charges. | |
21.1*
|
List of Subsidiaries of Western Gas Partners, LP. | |
23.1**
|
Consent of KPMG LLP. | |
31.1*
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2*
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1**
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Filed with this Form 10-K/A. | |
** | Filed as exhibits to the Partnerships Annual Report on Form 10-K filed on February 24, 2011 for the period ended December 31, 2010. | |
# | Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. | |
| Portions of this exhibit, which was previously filed with the Securities and Exchange Commission, were omitted from the Partnerships Annual Report on Form 10-K filed on February 24, 2011 for the period ended December 31, 2010 pursuant to a request for confidential treatment. The omitted portions were filed separately with the Securities and Exchange Commission. | |
| Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15. |
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
WESTERN GAS PARTNERS, LP (Registrant) |
||||
By: | Western Gas Holdings, LLC, its general partner |
|||
Date: May 5, 2011 | By: | /s/ Benjamin M. Fink | ||
Benjamin M. Fink | ||||
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |