UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): August 7,
2008
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
DELAWARE
|
001-32678
|
03-0567133
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
incorporation)
|
|
Identification
No.)
|
370
17th Street, Suite 2775
Denver,
Colorado 80202
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303)
633-2900
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition.
On
August
7, 2008, DCP Midstream Partners, LP announced its financial results for the
second quarter of 2008 pursuant to a press release. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is
incorporated herein by reference.
The
press
release contains certain non-GAAP financial measures for the periods set forth
therein, including distributable cash flow, EBITDA, adjusted EBITDA, adjusted
net income, adjusted net income per unit, gross margin, segment gross margin
and
adjusted segment gross margin. These non-GAAP financial measures are defined
in
the press release and reconciliations of the non-GAAP financial measures to
the
most directly comparable GAAP financial measures are included in the press
release. The most directly comparable GAAP financial measures to these non-GAAP
financial measures are set forth in the press release and below for the relevant
periods:
|
|
Three
Months Ended
June
30,
|
|
Six
Months Ended
June
30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) income
|
|
$
|
(159.3
|
)
|
$
|
0.8
|
|
$
|
(165.8
|
)
|
$
|
16.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash (used in) provided by operating activities
|
|
$
|
(12.4
|
)
|
$
|
20.0
|
|
$
|
12.7
|
|
$
|
39.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
net (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural
Gas Services
|
|
$
|
(150.4
|
)
|
$
|
9.5
|
|
$
|
(152.2
|
)
|
$
|
23.7
|
|
Wholesale
Propane Logistics
|
|
$
|
0.9
|
|
$
|
1.5
|
|
$
|
6.5
|
|
$
|
8.9
|
|
NGL
Logistics
|
|
$
|
1.6
|
|
$
|
0.5
|
|
$
|
3.3
|
|
$
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
accordance with General Instruction B.2 of Form 8-K, the press release and
the
information in this Item 2.02 shall not be deemed “filed” for the purpose of
Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to
the
liabilities of that section, nor shall such information and Exhibit be deemed
incorporated by reference into any filing under the Securities Act of 1933
or
Exchange Act of 1934, each as amended, except as shall be expressly set forth
by
specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
|
Description
|
Exhibit
99.1
|
Press
Release dated August 7, 2008
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
DCP
MIDSTREAM PARTNERS, LP
By: DCP
MIDSTREAM GP, LP
its
General Partner
By: DCP
MIDSTREAM GP, LLC
its
General Partner
By: /s/
Michael S. Richards
Name:
Michael
S. Richards
Title:
Vice
President, General Counsel and
Secretary
August
7,
2008
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
Exhibit
99.1
|
Press
Release dated August 7, 2008
|