DCP DCP Midstream LP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-K/A

(Amendment No. 1)

(Mark One)

ý			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

or 

¨			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: 001-32678 

 

Registrant’s telephone number, including area code: (303) 595-3331

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of 1934, or the Act. Yes ý No¨

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 ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act 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 ý No¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

The aggregate market value of common units held by non-affiliates of the registrant on June 30, 2019, was approximately $2,650,723,000. The aggregate market value was computed by reference to the last sale price of the registrant’s common units on the New York Stock Exchange on June 30, 2019.

As of February 28, 2020, there were 208,329,928 common units representing limited partner interests outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None

Explanatory Note

DCP Midstream, LP, together with its consolidated subsidiaries (the “Partnership”, which may also be referred to as “we,” “us” or “our”) is filing this Amendment No. 1 (the “Amendment No. 1”) to our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on February 21, 2020 (the “Original Form 10-K”), for the sole purpose of (i) including the inadvertently omitted footnote 4 and the first two paragraphs of footnote 5 to the notes to each of the respective financial statements of the Company’s unconsolidated affiliates, DCP Sand Hills Pipeline, LLC (“Sand Hills”) and DCP Southern Hills Pipeline, LLC (“Southern Hills”), and (ii) to correct the labeling of the row for Cost of transportation – affiliates and General and administrative expense – affiliates in the Summary of Transactions with Affiliates table included in footnote 6 to the Southern Hills financial statements, which were previously filed in Item 15. “Exhibits, Financial Statement Schedules” to the Original Form 10-K pursuant to Rule 3-09 of Regulation S-X. In accordance with Rule 3-09(b), the unmodified financial statements for Discovery Producer Services, LLC (“Discovery”), as well as the separate audited financial statements of Sand Hills and Southern Hills, are being filed as an amendment to the Form 10-K as Exhibits 99.1, 99.2, and 99.3, respectively, included in Part IV, Item 15 of this filing.

This Amendment also supplements Part IV, Item 15 of the Original Form 10-K to include the filing of Exhibit 23.4, the consent of Ernst & Young LLP on the financial statements of Discovery and Exhibit 23.5, the consent of Deloitte & Touche LLP on the financial statements of Sand Hills and Southern Hills. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other disclosures in, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.