Item 2.02. Results of Operations and Financial Condition.

On November 9, 2009, we issued a press release reporting our operating and financial results for the quarter ended September 30, 2009. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

The press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. We presented distributable cash flow, EBITDA and adjusted gross margin for all periods presented in the press release.

As part of the press release, we provided a reconciliation of distributable cash flow to net income, which is the most comparable financial measure determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Our management believes that distributable cash flow provides investors with information that is useful to an assessment of our operating performance and the cash flow generated by our operations. Other companies may calculate their distributable cash flow differently than we calculate our distributable cash flow and, accordingly, our distributable cash flow may not be comparable to similar measures disclosed by other companies.

We also provided a reconciliation of EBITDA and adjusted gross margin to net income, which is the most comparable financial measure determined in accordance with accounting principles generally accepted in the United States of America. EBITDA is used as a supplemental performance measure by our management to assess:

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

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

• the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

We also use EBITDA to assess our ability to incur and service debt, fund capital expenditures and make distributions. Adjusted gross margin is used by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others to evaluate the relationship between our gathering and processing revenues and our cost of operating our facilities and our general and administrative overhead.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 99.1 Press release dated November 9, 2009 .

---