Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - DCP Midstream, LPdpm-2017930xexhibit322.htm
EX-32.1 - EXHIBIT 32.1 - DCP Midstream, LPdpm-2017930xexhibit321.htm
EX-31.2 - EXHIBIT 31.2 - DCP Midstream, LPdpm-2017930xexhibit312.htm
EX-31.1 - EXHIBIT 31.1 - DCP Midstream, LPdpm-2017930xexhibit311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
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
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 ý    No  ¨ 

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 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 filer
ý
 
Accelerated filer
¨
Emerging growth company
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting 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

As of November 2, 2017, there were 143,309,828 common units representing limited partner interests outstanding.





EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed by DCP Midstream, LP with the Securities and Exchange Commission on November 8, 2017 (the “Original Filing”), is for the sole purpose of submitting revised XBRL Interactive Data Files to correct certain formatting errors. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications by the principal executive officer and the principal financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 6 of Part II of the Original Filing is being amended to include such new certifications as exhibits. Additionally, because this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 4 and 5 of the new Section 302 certifications filed herewith as Exhibits 31.1 and 31.2 have been omitted.

Except as specifically described above, this Amendment does not reflect events occurring after the filing of the Form 10-Q, does not update disclosures contained in the Form 10-Q, does not modify or amend the Form 10-Q, and should be read in conjunction with the Original Filing.




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PART II. OTHER INFORMATION
Item 6. Exhibits

Exhibit Number
  
 
  
Description
 
*#
 
 
*
 
 
*
 
  
*
  
  
*
  
  
*
  
 
*
 
 
*
 
 
*
 
  
*
  
  
 
  
  
 
  
  
 
  
  
 
  
101
  
 
  
Financial statements from the Quarterly Report on Form 10-Q of DCP Midstream, LP for the three and nine months ended September 30, 2017, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Changes in Equity, and (vi) the Notes to the Condensed Consolidated Financial Statements.
*    Such exhibit has heretofore been filed with the SEC as part of the filing indicated and is incorporated herein by reference.
#    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.


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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 thereunto duly authorized.
 
DCP Midstream, LP
 
 
 
 
By:
DCP Midstream GP, LP
its General Partner
 
 
 
 
By:
DCP Midstream GP, LLC
its General Partner
 
 
 
Date: November 8, 2017
By:
/s/ Wouter T. van Kempen
 
 
Name:
Wouter T. van Kempen
 
 
Title:
President and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
 
Date: November 8, 2017
By:
/s/ Sean P. O'Brien
 
 
Name:
Sean P. O'Brien
 
 
Title:
Group Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer)


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