TRUE12/31/20192019FY000133806512/3100013380652019-01-012019-12-310001338065us-gaap:LimitedPartnerMember2019-01-012019-12-310001338065dpm:SeriesBPreferredLimitedPartnersDomain2019-01-012019-12-310001338065dpm:SeriesCPreferredLimitedPartnersDomain2019-01-012019-12-31iso4217:USD00013380652019-06-30xbrli:shares00013380652020-03-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 10-K/A
(Amendment No. 2)

(Mark One)
ýANNUAL 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 
 
DCP MIDSTREAM, LP
(Exact name of registrant as specified in its charter) 
  
Delaware 03-0567133
(State or other jurisdiction
of incorporation or organization)		 (I.R.S. Employer
Identification No.)
370 17th Street, Suite 2500
Denver, Colorado
 80202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 595-3331

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:Trading Symbol(s)Name of Each Exchange on Which Registered:
Common Units Representing Limited Partner InterestsDCPNew York Stock Exchange
7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred UnitsDCP PRBNew York Stock Exchange
7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred UnitsDCP PRCNew York Stock Exchange

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.
Large accelerated filerýAccelerated filer¨
Non-accelerated filer¨
Smaller reporting company¨
Emerging growth company¨

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 March 20, 2020, there were 208,329,928 common units representing limited partner interests outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None



EXPLANATORY NOTE

DCP Midstream, LP (the “Partnership”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment No. 2”) to further amend the 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”), as amended by that certain Amendment No. 1 on Form 10-K/A, which was filed with the Securities and Exchange Commission on March 6, 2020 (“Amendment No. 1” and, together with the Original Form 10-K, the “Annual Report”), to amend Part IV, Item 15 of the Annual Report in order to file herewith (A) the audited financial statements in accordance with Rule 3-09 of Regulation S-X for Front Range Pipeline LLC as Exhibit 99.4 and Gulf Coast Express LLC as Exhibit 99.5, and (B) the consent of Deloitte & Touche LLP relating to the financial statements of Front Range Pipeline LLC as Exhibit 23.4 and the consent of BDO USA, LLP relating to the financial statements of Gulf Coast Express LLC as Exhibit 23.5.

In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, certifications of the principal executive officer and principal financial officer of DCP Midstream GP, LLC, which is the general partner of DCP Midstream GP, LP, which is the general partner of the Partnership, are filed as exhibits hereto 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. 2 does not modify or update the disclosures in the Annual Report, nor does it reflect events occurring after the filing of the Original Form 10-K or Amendment No. 1. Accordingly, this Amendment No. 2 should be read in conjunction with the Annual Report.


Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statement Schedules
Pursuant to Rule 3-09 of Regulation S-X, the following financial statement schedules are attached as exhibits to this Annual Report on Form 10-K/A:
Financial Statements of Front Range Pipeline LLC
Financial Statements of Gulf Coast Express LLC

(b) Exhibits

Exhibit Number     Description
*#
*#
*#
*#
*#
*#
*#
*#
*#
*#
*
*#
*#
*#


Exhibit Number     Description
*
*#
*#
*#
*#
*
*
*#
*
*
*
*
*
*
*
*
*


Exhibit Number     Description
*
*
*
4.10
*
*
*
*
*
*
*
*
*
*
4.20
*
*
*


Exhibit Number     Description
*
  *  
*
*

  *  
*+
*+
*+
*+
*+
*+

*+
*+
*+
*+
*+
*+
*+
*
*


Exhibit Number     Description
*
*
*
*
*
*
*
*
*
*
24.1
*
Power of Attorney (incorporated by reference to the signature page of DCP Midstream, LP's Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 21, 2020).
    
    
  †  
  †  
*
*
*


Exhibit Number     Description
101    Cover Page formatted as Inline XBRL.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Such exhibit has heretofore been filed with the SEC as part of the filing indicated and is incorporated herein by reference.
+ Denotes management contract or compensatory plan or arrangement.
# Pursuant to Item 601(b)(2) of Regulation S-K, the Partnership agrees to furnish supplementally a copy of any omitted
schedule to the Securities and Exchange Commission upon request.
† Furnished herewith.




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.
Date: March 27, 2020
 
DCP MIDSTREAM, LP
By: DCP MIDSTREAM GP, LP,
its General Partner
By:DCP MIDSTREAM GP, LLC,
its General Partner
By:/s/ Wouter T. van Kempen
Name:Wouter T. van Kempen
Title:President and Chief Executive Officer
(Principal Executive Officer)