Delaware
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001-32678
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03-0567133
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(a)
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Financial statements of businesses acquired.
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(b)
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Pro forma financial information.
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DCP MIDSTREAM, LP
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By:
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DCP MIDSTREAM GP, LP,
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its General Partner
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By:
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DCP MIDSTREAM GP, LLC,
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its General Partner
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By:
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/s/ Sean P. O'Brien
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Name:
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Sean P. O'Brien
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Title:
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Group Vice President and Chief Financial Officer
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Exhibit No.
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Description
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2.1*
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Contribution Agreement, dated December 30, 2016, by and among DCP Midstream, LLC, DCP Midstream Partners, LP and DCP Midstream Operating, LP.
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3.1*
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Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP, dated January 1, 2017.
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4.1*
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Indenture, dated as of August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank.
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4.2*
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First Supplemental Indenture, dated August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank (attached as Exhibit 4.1 to DCP Midstream, LLC’s Current Report on Form 8-K (File No. 000-31095) filed with the SEC on August 16, 2000).
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4.3*
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Fifth Supplemental Indenture, dated as of October 27, 2006, by and between Duke Energy Field Services, LLC and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank).
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4.4*
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Sixth Supplemental Indenture, dated September 17, 2007, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank).
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4.5*
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Eighth Supplemental Indenture, dated February 24, 2009, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank).
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4.6*
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Ninth Supplemental Indenture, dated March 11, 2010, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank).
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4.7*
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Tenth Supplemental Indenture, dated September 19, 2011, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank).
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4.8*
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Eleventh Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank).
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4.9*
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Twelfth Supplemental Indenture, dated January 1, 2017, by and among DCP Midstream Operating, LP (as successor to DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC)), DCP Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank).
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4.10*
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Indenture, dated as of May 21, 2013, by and between DCP Midstream, LLC and the Bank of New York Mellon Trust Company, N.A.
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4.11*
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First Supplemental Indenture, dated May 21, 2013, by and between DCP Midstream, LLC and the Bank of New York Mellon Trust Company, N.A.
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4.12*
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Second Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A.
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10.1*
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Services and Employee Secondment Agreement, dated January 1, 2017, by and between DCP Services, LLC and DCP Midstream Partners, LP.
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23.1
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Consent of Deloitte & Touche LLP on The DCP Midstream Business Combined Financial Statements as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016.
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99.1**
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Press Release, dated January 4, 2017.
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99.2
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Audited Combined Financial Statements of The DCP Midstream Business as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016.
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99.3
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Unaudited pro forma condensed consolidated financial statements of DCP Midstream, LP as of December 31, 2016 and for each of the three years in the period ended December 31, 2016.
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|
December 31,
|
|
December 31,
|
||||
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2016
|
|
2015
|
||||
|
(millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
418
|
|
|
$
|
1
|
|
Accounts receivable:
|
|
|
|
||||
Trade, net of allowance for doubtful accounts of $4 and $3 million, respectively
|
590
|
|
|
376
|
|
||
Affiliates
|
162
|
|
|
90
|
|
||
Other
|
6
|
|
|
20
|
|
||
Inventories
|
28
|
|
|
8
|
|
||
Unrealized gains on derivative instruments
|
63
|
|
|
101
|
|
||
Other
|
77
|
|
|
48
|
|
||
Total current assets
|
1,344
|
|
|
644
|
|
||
Property, plant and equipment, net
|
5,797
|
|
|
5,952
|
|
||
Investments in unconsolidated affiliates
|
1,494
|
|
|
1,500
|
|
||
Intangible assets, net
|
34
|
|
|
37
|
|
||
Goodwill
|
164
|
|
|
170
|
|
||
Unrealized gains on derivative instruments
|
5
|
|
|
20
|
|
||
Deferred income tax asset
|
—
|
|
|
23
|
|
||
Other long-term assets
|
189
|
|
|
219
|
|
||
Total assets
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$
|
9,027
|
|
|
$
|
8,565
|
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LIABILITIES AND NET PARENT EQUITY
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|
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|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable:
|
|
|
|
||||
Trade
|
$
|
569
|
|
|
$
|
382
|
|
Affiliates
|
139
|
|
|
117
|
|
||
Imbalance payable
|
10
|
|
|
25
|
|
||
Unrealized losses on derivative instruments
|
99
|
|
|
101
|
|
||
Accrued interest
|
54
|
|
|
53
|
|
||
Accrued taxes
|
30
|
|
|
26
|
|
||
Accrued wages and benefits
|
72
|
|
|
67
|
|
||
Other
|
75
|
|
|
75
|
|
||
Total current liabilities
|
1,048
|
|
|
846
|
|
||
Deferred income tax liability
|
22
|
|
|
18
|
|
||
Long-term debt
|
3,157
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|
|
3,245
|
|
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Unrealized losses on derivative instruments
|
1
|
|
|
21
|
|
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Other long-term liabilities
|
161
|
|
|
148
|
|
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Total liabilities
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4,389
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|
|
4,278
|
|
||
Commitments and contingent liabilities
|
|
|
|
||||
Equity:
|
|
|
|
||||
Parent equity
|
4,640
|
|
|
4,289
|
|
||
Accumulated other comprehensive loss
|
(2
|
)
|
|
(2
|
)
|
||
Total net parent equity
|
4,638
|
|
|
4,287
|
|
||
Total liabilities and net parent equity
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$
|
9,027
|
|
|
$
|
8,565
|
|
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Year Ended December 31,
|
||||||||||
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2016
|
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2015
|
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2014
|
||||||
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(millions)
|
||||||||||
Operating revenues:
|
|
|
|
|
|
||||||
Sales of natural gas and petroleum products
|
$
|
4,969
|
|
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$
|
5,530
|
|
|
$
|
10,427
|
|
Sales of natural gas and petroleum products - affiliates
|
1,052
|
|
|
826
|
|
|
2,208
|
|
|||
Transportation, processing and other
|
385
|
|
|
276
|
|
|
252
|
|
|||
Transportation, processing and other - affiliates
|
5
|
|
|
3
|
|
|
12
|
|
|||
Trading and marketing (losses) gains, net
|
(16
|
)
|
|
67
|
|
|
52
|
|
|||
Trading and marketing gains (losses), net - affiliates
|
13
|
|
|
(33
|
)
|
|
(118
|
)
|
|||
Total operating revenues
|
6,408
|
|
|
6,669
|
|
|
12,833
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Purchases of natural gas and petroleum products
|
4,164
|
|
|
4,424
|
|
|
8,838
|
|
|||
Purchases of natural gas and petroleum products - affiliates
|
1,196
|
|
|
1,330
|
|
|
2,542
|
|
|||
Transportation and other fees - affiliates
|
167
|
|
|
118
|
|
|
96
|
|
|||
Operating and maintenance
|
487
|
|
|
518
|
|
|
558
|
|
|||
Depreciation and amortization
|
256
|
|
|
257
|
|
|
238
|
|
|||
Asset impairments
|
—
|
|
|
830
|
|
|
18
|
|
|||
General and administrative
|
204
|
|
|
196
|
|
|
213
|
|
|||
Loss (gain) on sale of assets, net
|
12
|
|
|
(42
|
)
|
|
7
|
|
|||
Restructuring costs
|
13
|
|
|
11
|
|
|
—
|
|
|||
Other (income) and expense, net
|
(72
|
)
|
|
6
|
|
|
4
|
|
|||
Total operating costs and expenses
|
6,427
|
|
|
7,648
|
|
|
12,514
|
|
|||
Operating (loss) income
|
(19
|
)
|
|
(979
|
)
|
|
319
|
|
|||
Earnings from unconsolidated affiliates
|
68
|
|
|
11
|
|
|
7
|
|
|||
Interest expense, net
|
(227
|
)
|
|
(228
|
)
|
|
(201
|
)
|
|||
(Loss) income before income taxes
|
(178
|
)
|
|
(1,196
|
)
|
|
125
|
|
|||
Income tax (expense) benefit
|
(46
|
)
|
|
97
|
|
|
(5
|
)
|
|||
Net (loss) income
|
$
|
(224
|
)
|
|
$
|
(1,099
|
)
|
|
$
|
120
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Net (loss) income
|
$
|
(224
|
)
|
|
$
|
(1,099
|
)
|
|
$
|
120
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total comprehensive (loss) income
|
$
|
(224
|
)
|
|
$
|
(1,099
|
)
|
|
$
|
120
|
|
|
|
|
|
||||||||
|
Parent Equity
|
|
Accumulated Other Comprehensive Loss
|
|
Net Parent
Equity
|
||||||
|
(millions)
|
||||||||||
Balance, January 1, 2014
|
$
|
2,213
|
|
|
$
|
(2
|
)
|
|
$
|
2,211
|
|
Net income
|
120
|
|
|
—
|
|
|
120
|
|
|||
Net change in parent advances
|
(143
|
)
|
|
—
|
|
|
(143
|
)
|
|||
Balance, December 31, 2014
|
2,190
|
|
|
(2
|
)
|
|
2,188
|
|
|||
Net loss
|
(1,099
|
)
|
|
—
|
|
|
(1,099
|
)
|
|||
Net change in parent advances
|
3,198
|
|
|
—
|
|
|
3,198
|
|
|||
Balance, December 31, 2015
|
4,289
|
|
|
(2
|
)
|
|
4,287
|
|
|||
Net loss
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
|||
Net change in parent advances
|
575
|
|
|
—
|
|
|
575
|
|
|||
Balance, December 31, 2016
|
$
|
4,640
|
|
|
$
|
(2
|
)
|
|
$
|
4,638
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(224
|
)
|
|
$
|
(1,099
|
)
|
|
$
|
120
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
256
|
|
|
257
|
|
|
238
|
|
|||
Amortization of debt issuance costs
|
12
|
|
|
5
|
|
|
5
|
|
|||
Earnings from unconsolidated affiliates
|
(68
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|||
Distributions from unconsolidated affiliates
|
98
|
|
|
16
|
|
|
21
|
|
|||
Deferred income tax expense (benefit)
|
46
|
|
|
(97
|
)
|
|
5
|
|
|||
Net unrealized losses (gains) on derivative instruments
|
31
|
|
|
(177
|
)
|
|
43
|
|
|||
Asset impairments
|
—
|
|
|
830
|
|
|
18
|
|
|||
Loss (gain) on sale of assets, net
|
12
|
|
|
(42
|
)
|
|
7
|
|
|||
Other, net
|
15
|
|
|
18
|
|
|
27
|
|
|||
Changes in operating assets and liabilities which provided (used) cash:
|
|
|
|
|
|
||||||
Accounts receivable
|
(270
|
)
|
|
460
|
|
|
393
|
|
|||
Inventories
|
(20
|
)
|
|
9
|
|
|
12
|
|
|||
Accounts payable
|
200
|
|
|
(382
|
)
|
|
(461
|
)
|
|||
Accrued liabilities
|
10
|
|
|
15
|
|
|
(30
|
)
|
|||
Other, net
|
(28
|
)
|
|
(13
|
)
|
|
(86
|
)
|
|||
Net cash provided by (used in) operating activities
|
70
|
|
|
(211
|
)
|
|
305
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(107
|
)
|
|
(530
|
)
|
|
(1,046
|
)
|
|||
Investments in unconsolidated affiliates, net
|
(24
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|||
Proceeds from sale of assets
|
3
|
|
|
164
|
|
|
993
|
|
|||
Net cash used in investing activities
|
(128
|
)
|
|
(368
|
)
|
|
(63
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net parent advances
|
575
|
|
|
1,698
|
|
|
(301
|
)
|
|||
Proceeds from long-term debt
|
1,386
|
|
|
5,663
|
|
|
—
|
|
|||
Payment of long-term debt
|
(1,476
|
)
|
|
(5,767
|
)
|
|
—
|
|
|||
(Repayment) proceeds of commercial paper, net
|
—
|
|
|
(1,012
|
)
|
|
47
|
|
|||
Payment of deferred financing costs
|
(10
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|||
Net cash provided by (used in) financing activities
|
475
|
|
|
578
|
|
|
(259
|
)
|
|||
Net change in cash and cash equivalents
|
417
|
|
|
(1
|
)
|
|
(17
|
)
|
|||
Cash and cash equivalents, beginning of period
|
1
|
|
|
2
|
|
|
19
|
|
|||
Cash and cash equivalents, end of period
|
$
|
418
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Classification of Contract
|
|
Accounting Method
|
|
Presentation of Gains & Losses or Revenue & Expense
|
Trading Derivatives
|
|
Mark-to-market method
(a)
|
|
Net basis in trading and marketing gains and losses
|
Non-Trading Derivatives:
|
|
|
|
|
Cash Flow Hedge
|
|
Hedge method
(b)
|
|
Gross basis in the same combined statements of operations category as the related hedged item
|
Fair Value Hedge
|
|
Hedge method
(b)
|
|
Gross basis in the same combined statements of operations category as the related hedged item
|
Normal Purchases or Normal Sales
|
|
Accrual method
(c)
|
|
Gross basis upon settlement in the corresponding combined statements of operations category based on purchase or sale
|
Other Non-Trading Derivatives
|
|
Mark-to-market method
(a)
|
|
Net basis in trading and marketing gains and losses
|
|
|
|
|
|
•
|
a significant adverse change in legal factors or business climate;
|
•
|
a current period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset;
|
•
|
an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;
|
•
|
significant adverse changes in the extent or manner in which an asset is used, or in its physical condition;
|
•
|
a significant adverse change in the market value of an asset; or
|
•
|
a current expectation that, more likely than not, an asset will be sold or otherwise disposed of before the end of its estimated useful life.
|
•
|
Percent-of-proceeds/index arrangements
— Under percent-of-proceeds/index arrangements, we generally purchase natural gas from producers at the wellhead or other receipt points, gather the wellhead natural gas through our gathering system, treat and process the natural gas, and then sell the resulting residue natural gas, NGLs and condensate based on published index prices. We remit to the producers either an agreed-upon percentage of the actual proceeds that we receive from our sales of the residue natural gas, NGLs and condensate, or an agreed-upon percentage of the proceeds based on index related prices or contractual recoveries for the natural gas, NGLs and condensate, regardless of the actual amount of the sales proceeds we receive. We keep the difference between the proceeds received and the amount remitted back to the producer. Under percent-of-liquid arrangements, we do not keep any amounts related to the residue natural gas proceeds and only keep amounts related to the difference between the proceeds received and the amount remitted back to the producer related to NGLs and condensate. Certain of these arrangements may also result in the producer retaining title to all or a portion of the residue natural gas and/or the NGLs, in lieu of us returning sales proceeds to the producer. Additionally, these arrangements may include fee-based components. Our revenues under percent-of-proceeds/index arrangements relate directly with the price of natural gas, NGLs and condensate. Our revenues under percent-of-liquids arrangements relate directly to the price of NGLs and condensate.
|
•
|
Fee-based arrangements
— Under fee-based arrangements, we receive a fee or fees for one or more of the following services: gathering, compressing, treating, processing, transporting or storing natural gas and fractionating, storing and transporting NGLs. The revenues we earn are directly related to the volume of natural gas or NGLs that flows through our systems and are not directly dependent on commodity prices. However, to the extent a sustained decline in commodity prices results in a decline in volumes our revenues from these arrangements would be reduced.
|
•
|
Keep-whole and wellhead purchase arrangements
— Under the terms of a keep-whole processing contract, natural gas is gathered from the producer for processing, the NGLs and condensate are sold and the residue natural gas is returned to the producer with a British thermal unit, or Btu, content equivalent to the Btu content of the natural gas gathered. This arrangement keeps the producer whole to the thermal value of the natural gas received. Under the terms of a wellhead purchase contract, we purchase natural gas from the producer at the wellhead or defined receipt point for processing and then market the resulting NGLs and residue gas at market prices. Under these types of contracts, we are exposed to the difference between the value of the NGLs extracted from processing and the value of the Btu equivalent of residue natural gas, or frac spread. We benefit in periods when NGL prices are higher relative to natural gas prices when that frac spread exceeds our operating costs.
|
▪
|
Persuasive evidence of an arrangement exists
—
Our customary practice is to enter into a written contract.
|
▪
|
Delivery
—
Delivery is deemed to have occurred at the time custody is transferred, or in the case of fee-based arrangements, when the services are rendered. To the extent we retain product as inventory, delivery occurs when the inventory is subsequently sold and custody is transferred to the third party purchaser.
|
▪
|
The fee is fixed or determinable
— We negotiate the fee for our services at the outset of our fee-based arrangements. In these arrangements, the fees are nonrefundable. For other arrangements, the amount of revenue, based on contractual terms, is determinable when the sale of the applicable product has been completed upon delivery and transfer of custody.
|
▪
|
Collectability is reasonably assured
— Collectability is evaluated on a customer-by-customer basis. New and existing customers are subject to a credit review process, which evaluates the customers’ financial position (for example, credit metrics, liquidity and credit rating) and their ability to pay. If collectability is not considered probable at the outset of an arrangement in accordance with our credit review process, revenue is not recognized until the cash is collected.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
DCP Midstream, LP:
|
|
|
|
|
|
||||||
Sales of natural gas and petroleum products - affiliates
|
$
|
100
|
|
|
$
|
61
|
|
|
$
|
179
|
|
Purchases of natural gas and petroleum products - affiliates
|
$
|
745
|
|
|
$
|
958
|
|
|
$
|
2,158
|
|
Transportation and other fees - affiliates
|
$
|
167
|
|
|
$
|
118
|
|
|
$
|
92
|
|
Trading and marketing gains (losses), net - affiliates
|
$
|
13
|
|
|
$
|
(33
|
)
|
|
$
|
(118
|
)
|
Phillips 66 (including CPChem):
|
|
|
|
|
|
||||||
Sales of natural gas and petroleum products - affiliates
|
$
|
909
|
|
|
$
|
695
|
|
|
$
|
1,959
|
|
Purchases of natural gas and petroleum products - affiliates
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Operating and maintenance and general and administrative expenses
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Spectra Energy:
|
|
|
|
|
|
||||||
Purchases of natural gas and petroleum products - affiliates
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
11
|
|
Transportation and other fees - affiliates
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Operating and maintenance and general and administrative expenses
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
10
|
|
Unconsolidated affiliates:
|
|
|
|
|
|
||||||
Sales of natural gas and petroleum products - affiliates
|
$
|
43
|
|
|
$
|
70
|
|
|
$
|
70
|
|
Transportation, processing and other - affiliates
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
12
|
|
Purchases of natural gas and petroleum products - affiliates
|
$
|
432
|
|
|
$
|
368
|
|
|
$
|
362
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
DCP Midstream, LP:
|
|
|
|
||||
Accounts receivable
|
$
|
28
|
|
|
$
|
15
|
|
Accounts payable
|
$
|
94
|
|
|
$
|
81
|
|
Unrealized gains on derivative instruments - current
|
$
|
22
|
|
|
$
|
18
|
|
Unrealized gains on derivative instruments - long-term
|
$
|
—
|
|
|
$
|
1
|
|
Unrealized losses on derivative instruments - current
|
$
|
15
|
|
|
$
|
32
|
|
Unrealized losses on derivative instruments - long-term
|
$
|
—
|
|
|
$
|
9
|
|
Phillips 66 (including CPChem):
|
|
|
|
||||
Accounts receivable
|
$
|
115
|
|
|
$
|
54
|
|
Accounts payable
|
$
|
4
|
|
|
$
|
3
|
|
Other assets
|
$
|
2
|
|
|
$
|
1
|
|
Spectra Energy:
|
|
|
|
||||
Accounts receivable
|
$
|
1
|
|
|
$
|
—
|
|
Other assets
|
$
|
1
|
|
|
$
|
1
|
|
Other liabilities
|
$
|
1
|
|
|
$
|
—
|
|
Unconsolidated affiliates:
|
|
|
|
||||
Accounts receivable
|
$
|
18
|
|
|
$
|
21
|
|
Accounts payable
|
$
|
41
|
|
|
$
|
33
|
|
Other assets
|
$
|
5
|
|
|
$
|
31
|
|
|
Depreciable
|
|
December 31,
|
|
December 31,
|
||||
|
Life
|
|
2016
|
|
2015
|
||||
|
|
|
(millions)
|
||||||
Gathering and transmission systems
|
20 - 50 years
|
|
$
|
6,514
|
|
|
$
|
6,478
|
|
Processing, storage and terminal facilities
|
35 - 60 years
|
|
2,792
|
|
|
2,775
|
|
||
Other
|
3 - 30 years
|
|
439
|
|
|
421
|
|
||
Construction work in progress
|
|
|
82
|
|
|
74
|
|
||
Property, plant and equipment
|
|
|
9,827
|
|
|
9,748
|
|
||
Accumulated depreciation
|
|
|
(4,030
|
)
|
|
(3,796
|
)
|
||
Property, plant and equipment, net
|
|
|
$
|
5,797
|
|
|
$
|
5,952
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Balance, beginning of period
|
$
|
91
|
|
|
$
|
90
|
|
Accretion expense
|
5
|
|
|
5
|
|
||
Revisions in estimated cash flows
|
—
|
|
|
(4
|
)
|
||
Balance, end of period
|
$
|
96
|
|
|
$
|
91
|
|
|
Percentage
|
|
December 31,
|
|
December 31,
|
||||
|
Ownership
|
|
2016
|
|
2015
|
||||
|
|
|
(millions)
|
||||||
DCP Sand Hills Pipeline, LLC
|
33.33%
|
|
$
|
1,052
|
|
|
$
|
1,051
|
|
DCP Southern Hills Pipeline, LLC
|
33.33%
|
|
439
|
|
|
446
|
|
||
Other unconsolidated affiliates
|
Various
|
|
3
|
|
|
3
|
|
||
Total investments in unconsolidated affiliates
|
|
|
$
|
1,494
|
|
|
$
|
1,500
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
DCP Sand Hills Pipeline, LLC
|
$
|
48
|
|
|
$
|
7
|
|
|
$
|
3
|
|
DCP Southern Hills Pipeline, LLC
|
20
|
|
|
4
|
|
|
2
|
|
|||
Other unconsolidated affiliates
|
—
|
|
|
—
|
|
|
2
|
|
|||
Total earnings from unconsolidated affiliates
|
$
|
68
|
|
|
$
|
11
|
|
|
$
|
7
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Statements of operations:
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
401
|
|
|
$
|
65
|
|
|
$
|
2
|
|
Operating expenses
|
$
|
142
|
|
|
$
|
22
|
|
|
$
|
1
|
|
Net income
|
$
|
258
|
|
|
$
|
43
|
|
|
$
|
1
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Balance sheets:
|
|
|
|
||||
Current assets
|
$
|
45
|
|
|
$
|
49
|
|
Long-term assets
|
2,286
|
|
|
2,265
|
|
||
Current liabilities
|
(59
|
)
|
|
(77
|
)
|
||
Long-term liabilities
|
(5
|
)
|
|
(5
|
)
|
||
Net assets
|
$
|
2,267
|
|
|
$
|
2,232
|
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Balance, beginning of period
|
$
|
170
|
|
|
$
|
550
|
|
Impairment
|
—
|
|
|
(378
|
)
|
||
Dispositions
|
(6
|
)
|
|
(2
|
)
|
||
Balance, end of period
|
$
|
164
|
|
|
$
|
170
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Gross carrying amount
|
$
|
246
|
|
|
$
|
246
|
|
Accumulated amortization
|
(90
|
)
|
|
(87
|
)
|
||
Accumulated impairment
|
(122
|
)
|
|
(122
|
)
|
||
Intangible assets, net
|
$
|
34
|
|
|
$
|
37
|
|
•
|
Counterparty credit valuation adjustments are necessary when the market price of an instrument is not indicative of the fair value as a result of the credit quality of the counterparty. Generally, market quotes assume that all counterparties have near zero, or low, default rates and have equal credit quality. Therefore, an adjustment may be necessary to reflect the credit quality of a specific counterparty to determine the fair value of the instrument. We record counterparty credit valuation adjustments on all derivatives that are in a net asset position as of the measurement date in accordance with our established counterparty credit policy, which takes into account any collateral margin that a counterparty may have posted with us as well as any letters of credit that they have provided.
|
•
|
Entity valuation adjustments are necessary to reflect the effect of our own credit quality on the fair value of our net liability positions with each counterparty. This adjustment takes into account any credit enhancements, such as collateral margin we may have posted with a counterparty, as well as any letters of credit that we have provided. The methodology to determine this adjustment is consistent with how we evaluate counterparty credit risk, taking into account our own credit rating, current credit spreads, as well as any change in such spreads since the last measurement date.
|
•
|
Liquidity valuation adjustments are necessary when we are not able to observe a recent market price for financial instruments that trade in less active markets for the fair value to reflect the cost of exiting the position. Exchange traded contracts are valued at market value without making any additional valuation adjustments and, therefore, no liquidity reserve is applied. For contracts other than exchange traded instruments, we mark our positions to the midpoint of the bid/ask spread, and record a liquidity reserve based upon our total net position. We believe that such practice results in the most reliable fair value measurement as viewed by a market participant.
|
•
|
Level 1 — inputs are unadjusted quoted prices for
identical
assets or liabilities in active markets.
|
•
|
Level 2 — inputs include quoted prices for
similar
assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 — inputs are unobservable and considered significant to the fair value measurement.
|
|
Net Carrying
Value
|
|
Fair Value Measurements Using
|
|
Asset
Impairments
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||||
|
(millions)
|
||||||||||||||||||
December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
378
|
|
Property, plant and equipment
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
302
|
|
|||||
Intangible assets
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
122
|
|
|||||
Other assets
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
28
|
|
|||||
Total non-recurring assets at fair value
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
830
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Carrying
Value
|
||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity derivatives (a)
|
$
|
5
|
|
|
$
|
49
|
|
|
$
|
9
|
|
|
$
|
63
|
|
|
$
|
22
|
|
|
$
|
65
|
|
|
$
|
14
|
|
|
$
|
101
|
|
Long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity derivatives (b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
14
|
|
|
$
|
3
|
|
|
$
|
20
|
|
Mutual funds (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity derivatives (d)
|
$
|
(11
|
)
|
|
$
|
(70
|
)
|
|
$
|
(18
|
)
|
|
$
|
(99
|
)
|
|
$
|
(15
|
)
|
|
$
|
(63
|
)
|
|
$
|
(23
|
)
|
|
$
|
(101
|
)
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity derivatives (e)
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(14
|
)
|
|
$
|
(6
|
)
|
|
$
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Derivative Instruments
|
||||||||||||||
|
Current
Assets
|
|
Long-Term
Assets
|
|
Current
Liabilities
|
|
Long-Term
Liabilities
|
||||||||
|
(millions)
|
||||||||||||||
Year Ended December 31, 2016 (a):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
14
|
|
|
$
|
3
|
|
|
$
|
(23
|
)
|
|
$
|
(6
|
)
|
Net unrealized (losses) gains included in earnings (b)
|
3
|
|
|
2
|
|
|
(10
|
)
|
|
6
|
|
||||
Settlements
|
(8
|
)
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Ending balance
|
$
|
9
|
|
|
$
|
5
|
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
Net unrealized gains (losses) on derivatives still held included in earnings (b)
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
(18
|
)
|
|
$
|
6
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015 (a):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(115
|
)
|
|
$
|
(16
|
)
|
|
$
|
(45
|
)
|
|
$
|
(12
|
)
|
Net unrealized (losses) gains included in earnings (b)
|
(111
|
)
|
|
19
|
|
|
(29
|
)
|
|
6
|
|
||||
Transfers out of Level 3 (c)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Settlements
|
121
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
Novation
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
14
|
|
|
$
|
3
|
|
|
$
|
(23
|
)
|
|
$
|
(6
|
)
|
Net unrealized (losses) gains on derivatives still held included in earnings (b)
|
$
|
(105
|
)
|
|
$
|
19
|
|
|
$
|
(23
|
)
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016:
|
|
|
||||||
Product Group
|
|
Fair Value (millions)
|
|
Forward Curve Range
|
|
|
||
Assets:
|
|
|
|
|
|
|
||
NGLs
|
|
$
|
14
|
|
|
$0.25-$1.20
|
|
Per gallon
|
Liabilities:
|
|
|
|
|
|
|
||
NGLs
|
|
$
|
(18
|
)
|
|
$0.25-$1.08
|
|
Per gallon
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Value (a)
|
|
Fair Value
|
|
Carrying Value (a)
|
|
Fair Value
|
||||||||
|
(millions)
|
||||||||||||||
Total debt
|
$
|
3,171
|
|
|
$
|
3,178
|
|
|
$
|
3,266
|
|
|
$
|
2,729
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Debt securities:
|
|
|
|
||||
Senior notes:
|
|
|
|
||||
Issued February 2009, interest at 9.750% payable semiannually, due March 2019 (a)
|
$
|
450
|
|
|
$
|
450
|
|
Issued March 2010, interest at 5.350% payable semiannually, due March 2020 (a)
|
600
|
|
|
600
|
|
||
Issued September 2011, interest at 4.750% payable semiannually, due September 2021
|
500
|
|
|
500
|
|
||
Issued August 2000, interest at 8.125% payable semiannually, due August 2030 (a)
|
300
|
|
|
300
|
|
||
Issued October 2006, interest at 6.450% payable semiannually, due November 2036
|
300
|
|
|
300
|
|
||
Issued September 2007, interest at 6.750% payable semiannually, due September 2037
|
450
|
|
|
450
|
|
||
Junior subordinated notes:
|
|
|
|
||||
Issued May 2013, interest at 5.850% payable semiannually, due May 2043
|
550
|
|
|
550
|
|
||
Credit facilities with financial institutions:
|
|
|
|
||||
Revolving credit agreement terminated December 30, 2016, weighted average interest rate of 2.93% at December 31, 2015
|
—
|
|
|
96
|
|
||
Fair value adjustments related to interest rate swap fair value hedges (a)
|
24
|
|
|
26
|
|
||
Unamortized issuance costs
|
(14
|
)
|
|
(21
|
)
|
||
Unamortized discount
|
(3
|
)
|
|
(6
|
)
|
||
Total long-term debt
|
$
|
3,157
|
|
|
$
|
3,245
|
|
|
|
|
|
Debt Maturities
|
||||
(millions)
|
||||
2017
|
|
$
|
—
|
|
2018
|
|
—
|
|
|
2019
|
|
450
|
|
|
2020
|
|
600
|
|
|
2021
|
|
500
|
|
|
Thereafter
|
|
1,600
|
|
|
|
|
3,150
|
|
|
Fair value adjustments related to interest rate swap fair value hedges
|
|
24
|
|
|
Unamortized issuance costs
|
|
(14
|
)
|
|
Unamortized discount
|
|
(3
|
)
|
|
Long-term debt
|
|
$
|
3,157
|
|
•
|
Our ISDA counterparties generally have collateral thresholds of zero, requiring us to fully collateralize any commodity contracts in a net liability position, when our credit rating is below investment grade.
|
•
|
In some cases, our ISDA contracts contain cross-default provisions that could constitute a credit-risk related contingent feature. For example, if we were to fail to make a required interest or principal payment on a debt instrument, above a predefined threshold level, and after giving effect to any applicable notice or grace period as defined in the ISDA contracts, our ISDA counterparties may have the right to request early termination and net settlement of any outstanding derivative positions.
|
|
December 31, 2016
|
||||||||||||||||||
|
Gross amounts of assets (liabilities) presented in the Balance Sheet
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of assets (liabilities) presented in the Balance Sheet
|
|
Amounts not offset in the Balance Sheet
|
|
Net Amount
|
||||||||||
|
(millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative instruments
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
(15
|
)
|
|
$
|
53
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative instruments
|
$
|
(100
|
)
|
|
$
|
—
|
|
|
$
|
(100
|
)
|
|
$
|
15
|
|
|
$
|
(85
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2015
|
||||||||||||||||||
|
Gross amounts of assets (liabilities) presented in the Balance Sheet
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of assets (liabilities) presented in the Balance Sheet
|
|
Amounts not offset in the Balance Sheet and Cash Collateral Received (a)
|
|
Net Amount
|
||||||||||
Assets:
|
(millions)
|
||||||||||||||||||
Commodity derivative instruments
|
$
|
121
|
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
(20
|
)
|
|
$
|
101
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative instruments
|
$
|
(122
|
)
|
|
$
|
—
|
|
|
$
|
(122
|
)
|
|
$
|
19
|
|
|
$
|
(103
|
)
|
|
|
December 31,
|
|
December 31,
|
|
|
|
December 31,
|
|
December 31,
|
||||||||
Balance Sheet Line Item
|
|
2016
|
|
2015
|
|
Balance Sheet Line Item
|
|
2016
|
|
2015
|
||||||||
|
|
(millions)
|
|
|
|
(millions)
|
||||||||||||
Derivative Assets Not Designated as Hedging Instruments:
|
|
Derivative Liabilities Not Designated as Hedging Instruments:
|
||||||||||||||||
Commodity derivatives:
|
|
|
|
|
|
Commodity derivatives:
|
|
|
|
|
||||||||
Unrealized gains on derivative instruments – current
|
|
$
|
63
|
|
|
$
|
101
|
|
|
Unrealized losses on derivative instruments – current
|
|
$
|
(99
|
)
|
|
$
|
(101
|
)
|
Unrealized gains on derivative instruments – long-term
|
|
5
|
|
|
20
|
|
|
Unrealized losses on derivative instruments – long-term
|
|
(1
|
)
|
|
(21
|
)
|
||||
|
|
$
|
68
|
|
|
$
|
121
|
|
|
|
|
$
|
(100
|
)
|
|
$
|
(122
|
)
|
|
Interest Rate Derivatives
|
|
|
Total
|
||||
|
(millions)
|
|||||||
Net deferred gains in AOCI, beginning balance
|
$
|
(2
|
)
|
|
|
$
|
(2
|
)
|
Net deferred gains in AOCI, ending balance
|
$
|
(2
|
)
|
|
|
$
|
(2
|
)
|
Deferred gains in AOCI expected to be reclassified into earnings over the next 12 months
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Interest Rate Derivatives
|
|
|
Total
|
||||
|
(millions)
|
|||||||
Net deferred gains in AOCI, beginning balance
|
$
|
(2
|
)
|
|
|
$
|
(2
|
)
|
Net deferred gains in AOCI, ending balance
|
$
|
(2
|
)
|
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
Commodity Derivatives: Statement of Operations Line Item
|
|
2016
|
|
2015
|
|
2014
|
||||||
Third Party:
|
(millions)
|
|||||||||||
Realized gains (losses)
|
|
$
|
44
|
|
|
$
|
(85
|
)
|
|
$
|
47
|
|
Unrealized (losses) gains
|
|
(60
|
)
|
|
152
|
|
|
5
|
|
|||
Trading and marketing (losses) gains, net
|
|
$
|
(16
|
)
|
|
$
|
67
|
|
|
$
|
52
|
|
Affiliates:
|
|
|
|
|
|
|
||||||
Realized losses
|
|
$
|
(16
|
)
|
|
$
|
(58
|
)
|
|
$
|
(70
|
)
|
Unrealized gains (losses)
|
|
29
|
|
|
25
|
|
|
(48
|
)
|
|||
Trading and marketing gains (losses), net - affiliates
|
|
$
|
13
|
|
|
$
|
(33
|
)
|
|
$
|
(118
|
)
|
|
|
December 31, 2016
|
||||||||||
|
|
Crude Oil
|
|
Natural Gas
|
|
Natural Gas Liquids
|
|
Natural Gas Basis Swaps
|
||||
Year of Expiration
|
|
Net Short Position (Bbls) (a)
|
|
Net
Short
Position (MMBtu) (b)
|
|
Net
(Short) Long Position (Bbls) (a)
|
|
Net
Long
Position (MMBtu) (b)
|
||||
2017
|
|
(1,258,000
|
)
|
|
(23,789,350
|
)
|
|
(20,620,821
|
)
|
|
4,942,500
|
|
2018
|
|
(223,000
|
)
|
|
—
|
|
|
144,805
|
|
|
912,500
|
|
2019
|
|
(40,000
|
)
|
|
—
|
|
|
(2,203
|
)
|
|
—
|
|
2020
|
|
(50,000)
|
|
|
—
|
|
|
240,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
||||||||||
|
|
Crude Oil
|
|
Natural Gas
|
|
Natural Gas Liquids
|
|
Natural Gas Basis Swaps
|
||||
Year of Expiration
|
|
Net Short Position (Bbls) (a)
|
|
Net Short
Position (MMBtu) (b)
|
|
Net (Short) Long Position (Bbls) (a)
|
|
Net (Short)
Long
Position (MMBtu) (b)
|
||||
2016
|
|
(158,000
|
)
|
|
(9,178,350
|
)
|
|
(22,761,827
|
)
|
|
(457,500
|
)
|
2017
|
|
(237,000
|
)
|
|
—
|
|
|
(2,082,157
|
)
|
|
2,250,000
|
|
2018
|
|
—
|
|
|
—
|
|
|
120,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Vesting Period
(years)
|
|
Unrecognized
Compensation
Expense at
December 31, 2016
(millions)
|
|
Estimated
Forfeiture
Rate
|
|
Weighted-Average Remaining Vesting
(years)
|
||
Midstream LTIP:
|
|
|
|
|
|
|
|
||
Strategic Performance Units (SPUs)
|
3
|
|
$
|
6
|
|
|
0%-11%
|
|
2
|
Phantom Units
|
1-3
|
|
$
|
5
|
|
|
0%-11%
|
|
2
|
|
Units
|
|
Grant Date Weighted-Average Price Per Unit
|
|
Measurement Date Weighted-Average Price Per Unit
|
|||||
Outstanding at January 1, 2014
|
230,900
|
|
|
$
|
39.30
|
|
|
|
||
Granted
|
116,790
|
|
|
$
|
54.05
|
|
|
|
||
Forfeited
|
(13,828
|
)
|
|
$
|
40.75
|
|
|
|
||
Vested (a)
|
(114,499
|
)
|
|
$
|
37.72
|
|
|
|
||
Outstanding at December 31, 2014
|
219,363
|
|
|
$
|
47.89
|
|
|
|
||
Granted
|
111,930
|
|
|
$
|
43.25
|
|
|
|
||
Forfeited
|
(29,283
|
)
|
|
$
|
48.02
|
|
|
|
||
Vested (b)
|
(93,551
|
)
|
|
$
|
41.02
|
|
|
|
||
Outstanding at December 31, 2015
|
208,459
|
|
|
$
|
48.46
|
|
|
|
||
Granted
|
131,610
|
|
|
$
|
45.31
|
|
|
|
||
Forfeited
|
(8,463
|
)
|
|
$
|
46.27
|
|
|
|
||
Vested (c)
|
(98,295
|
)
|
|
$
|
54.05
|
|
|
|
||
Outstanding at December 31, 2016
|
233,311
|
|
|
$
|
44.41
|
|
|
$
|
45.86
|
|
Expected to vest
|
219,844
|
|
|
$
|
44.35
|
|
|
$
|
45.98
|
|
|
|
|
|
|
|
|
Units
|
|
Fair Value of Units Vested
|
|
Unit-Based Liabilities Paid
|
|||||
|
|
|
(millions)
|
|||||||
Vested or paid in cash in 2014
|
114,499
|
|
|
$
|
7
|
|
|
$
|
8
|
|
Vested or paid in cash in 2015
|
93,551
|
|
|
$
|
4
|
|
|
$
|
7
|
|
Vested or paid in cash in 2016
|
98,295
|
|
|
$
|
7
|
|
|
$
|
4
|
|
|
Units
|
|
Grant Date Weighted-Average Price Per Unit
|
|
Measurement Date Weighted-Average Price Per Unit
|
|||||
Outstanding at January 1, 2014
|
207,522
|
|
|
$
|
40.18
|
|
|
|
||
Granted
|
122,650
|
|
|
$
|
53.73
|
|
|
|
||
Forfeited
|
(11,130
|
)
|
|
$
|
41.96
|
|
|
|
||
Vested
|
(147,840
|
)
|
|
$
|
42.10
|
|
|
|
||
Outstanding at December 31, 2014
|
171,202
|
|
|
$
|
48.11
|
|
|
|
||
Granted
|
147,540
|
|
|
$
|
47.84
|
|
|
|
||
Forfeited
|
(17,400
|
)
|
|
$
|
48.40
|
|
|
|
||
Vested
|
(96,974
|
)
|
|
$
|
44.00
|
|
|
|
||
Outstanding at December 31, 2015
|
204,368
|
|
|
$
|
49.85
|
|
|
|
||
Granted
|
132,870
|
|
|
$
|
45.33
|
|
|
|
||
Forfeited
|
(3,240
|
)
|
|
$
|
48.62
|
|
|
|
||
Vested
|
(126,681
|
)
|
|
$
|
50.13
|
|
|
|
||
Outstanding at December 31, 2016
|
207,317
|
|
|
$
|
46.80
|
|
|
$
|
45.97
|
|
Expected to vest
|
185,785
|
|
|
$
|
46.72
|
|
|
$
|
45.90
|
|
|
Units
|
|
Fair Value of Units Vested
|
|
Unit-Based Liabilities Paid
|
|||||
|
|
|
(millions)
|
|||||||
Vested or paid in cash in 2014
|
147,840
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Vested or paid in cash in 2015
|
96,974
|
|
|
$
|
3
|
|
|
$
|
5
|
|
Vested or paid in cash in 2016
|
126,681
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal income tax expense
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
State income tax benefit
|
—
|
|
|
—
|
|
|
1
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal income tax (expense) benefit
|
(22
|
)
|
|
97
|
|
|
—
|
|
|||
State income tax expense
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Total income tax (expense) benefit
|
$
|
(46
|
)
|
|
$
|
97
|
|
|
$
|
(5
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Net operating loss
|
$
|
—
|
|
|
$
|
58
|
|
Total deferred income tax assets
|
—
|
|
|
58
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment and intangibles - federal
|
—
|
|
|
(35
|
)
|
||
Property, plant and equipment and intangibles - state
|
(22
|
)
|
|
(18
|
)
|
||
Total deferred income tax liabilities
|
(22
|
)
|
|
(53
|
)
|
||
Net deferred income tax (liability) asset
|
(22
|
)
|
|
5
|
|
||
|
|
|
|
||||
Deferred income tax assets, net - noncurrent
|
—
|
|
|
23
|
|
||
Deferred income tax liabilities, net - noncurrent
|
(22
|
)
|
|
(18
|
)
|
||
Net deferred income tax (liabilities) assets
|
$
|
(22
|
)
|
|
$
|
5
|
|
Minimum Rental Payments
|
|||
(millions)
|
|||
2017
|
$
|
44
|
|
2018
|
22
|
|
|
2019
|
21
|
|
|
2020
|
19
|
|
|
2021
|
16
|
|
|
Thereafter
|
29
|
|
|
Total minimum lease payments
|
$
|
151
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(millions)
|
||||||||||
Cash paid for interest, net of capitalized interest
|
|
$
|
222
|
|
|
$
|
207
|
|
|
$
|
201
|
|
Cash paid for income taxes, net of income tax refunds received
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Contribution from member
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
Property, plant and equipment acquired with accrued liabilities
|
|
$
|
16
|
|
|
$
|
23
|
|
|
$
|
102
|
|
Other non-cash changes in property, plant and equipment
|
|
$
|
5
|
|
|
$
|
(11
|
)
|
|
$
|
23
|
|
|
|
DCP Midstream, LP
|
|
The DCP Midstream Business
|
|
Pro Forma Adjustments
|
|
Eliminations
|
|
DCP Midstream, LP Pro Forma
|
||||||||||
|
|
(a)
|
|
(b)
|
|
|
|
(e)
|
|
|
||||||||||
|
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
1
|
|
|
$
|
418
|
|
|
$
|
(195
|
)
|
(d)
|
$
|
—
|
|
|
$
|
224
|
|
Accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade, net
|
|
62
|
|
|
590
|
|
|
—
|
|
|
—
|
|
|
652
|
|
|||||
Affiliates
|
|
94
|
|
|
162
|
|
|
—
|
|
|
(122
|
)
|
|
134
|
|
|||||
Other
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Inventories
|
|
44
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||
Unrealized gains on derivative instruments
|
|
16
|
|
|
63
|
|
|
—
|
|
|
(37
|
)
|
|
42
|
|
|||||
Other
|
|
10
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||
Total current assets
|
|
227
|
|
|
1,344
|
|
|
(195
|
)
|
|
(159
|
)
|
|
1,217
|
|
|||||
Property, plant and equipment, net
|
|
3,272
|
|
|
5,797
|
|
|
—
|
|
|
—
|
|
|
9,069
|
|
|||||
Goodwill
|
|
72
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|||||
Intangible assets, net
|
|
103
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|||||
Investments in unconsolidated affiliates
|
|
1,475
|
|
|
1,494
|
|
|
—
|
|
|
—
|
|
|
2,969
|
|
|||||
Unrealized gains on derivative instruments
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Other long-term assets
|
|
12
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|||||
Total assets
|
|
$
|
5,161
|
|
|
$
|
9,027
|
|
|
$
|
(195
|
)
|
|
$
|
(159
|
)
|
|
$
|
13,834
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade
|
|
$
|
108
|
|
|
$
|
569
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
677
|
|
Affiliates
|
|
31
|
|
|
139
|
|
|
—
|
|
|
(122
|
)
|
|
48
|
|
|||||
Other
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Current maturities of long-term debt
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Unrealized losses on derivative instruments
|
|
29
|
|
|
99
|
|
|
—
|
|
|
(37
|
)
|
|
91
|
|
|||||
Accrued interest
|
|
18
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||
Accrued taxes
|
|
19
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Accrued wages and benefits
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||
Other
|
|
29
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||
Total current liabilities
|
|
734
|
|
|
1,048
|
|
|
—
|
|
|
(159
|
)
|
|
1,623
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
22
|
|
|
—
|
|
|
6
|
|
|
28
|
|
|||||
Long-term debt
|
|
1,750
|
|
|
3,157
|
|
|
(195
|
)
|
(d)
|
—
|
|
|
4,712
|
|
|||||
Unrealized losses on derivative instruments
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other long-term liabilities
|
|
44
|
|
|
161
|
|
|
—
|
|
|
(6
|
)
|
|
199
|
|
|||||
Total liabilities
|
|
2,528
|
|
|
4,389
|
|
|
(195
|
)
|
|
(159
|
)
|
|
6,563
|
|
|||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Limited partners
|
|
2,591
|
|
|
—
|
|
|
1,125
|
|
(c)
|
—
|
|
|
3,716
|
|
|||||
|
|
—
|
|
|
—
|
|
|
3,515
|
|
(f)
|
—
|
|
|
3,515
|
|
General partner
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Parent equity
|
|
—
|
|
|
4,640
|
|
|
(4,640
|
)
|
(g)
|
—
|
|
|
—
|
|
|||||
Accumulated other comprehensive loss
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Total partners' equity
|
|
2,601
|
|
|
4,638
|
|
|
—
|
|
|
—
|
|
|
7,239
|
|
|||||
Noncontrolling interest
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||
Total equity
|
|
2,633
|
|
|
4,638
|
|
|
—
|
|
|
—
|
|
|
7,271
|
|
|||||
Total liabilities and equity
|
|
$
|
5,161
|
|
|
$
|
9,027
|
|
|
$
|
(195
|
)
|
|
$
|
(159
|
)
|
|
$
|
13,834
|
|
|
|
DCP Midstream, LP
|
|
The DCP Midstream Business
|
|
Pro Forma Adjustments
|
|
Eliminations
|
|
DCP Midstream, LP Pro Forma
|
||||||||||
|
|
(a)
|
|
(b)
|
|
|
|
(e)
|
|
|
||||||||||
|
|
(Millions, except per unit amounts)
|
||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, propane, NGLs and condensate
|
|
$
|
348
|
|
|
$
|
4,969
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,317
|
|
Sales of natural gas, propane, NGLs and condensate to affiliates
|
|
745
|
|
|
1,052
|
|
|
—
|
|
|
(845
|
)
|
|
952
|
|
|||||
Transportation, storage and processing
|
|
424
|
|
|
390
|
|
|
—
|
|
|
(167
|
)
|
|
647
|
|
|||||
Trading and marketing losses, net
|
|
(20
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||
Total operating revenues
|
|
1,497
|
|
|
6,408
|
|
|
—
|
|
|
(1,012
|
)
|
|
6,893
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of natural gas, propane, NGLs and condensate
|
|
814
|
|
|
4,164
|
|
|
—
|
|
|
—
|
|
|
4,978
|
|
|||||
Purchases of natural gas, propane, NGLs and condensate from affiliates
|
|
132
|
|
|
1,196
|
|
|
—
|
|
|
(845
|
)
|
|
483
|
|
|||||
Transportation and other fees - affiliates
|
|
—
|
|
|
167
|
|
|
—
|
|
|
(167
|
)
|
|
—
|
|
|||||
Operating and maintenance
|
|
183
|
|
|
487
|
|
|
—
|
|
|
—
|
|
|
670
|
|
|||||
Depreciation and amortization
|
|
122
|
|
|
256
|
|
|
—
|
|
|
—
|
|
|
378
|
|
|||||
General and administrative
|
|
88
|
|
|
204
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|||||
Other expense (income), net
|
|
7
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|||||
(Gain) loss on sale of assets, net
|
|
(47
|
)
|
|
12
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||||
Restructuring costs
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Total operating costs and expenses
|
|
1,299
|
|
|
6,427
|
|
|
—
|
|
|
(1,012
|
)
|
|
6,714
|
|
|||||
Operating income (loss)
|
|
198
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
179
|
|
|||||
Interest expense, net
|
|
(94
|
)
|
|
(227
|
)
|
|
—
|
|
|
—
|
|
|
(321
|
)
|
|||||
Earnings from unconsolidated affiliates
|
|
214
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
282
|
|
|||||
Income (loss) before income taxes
|
|
318
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
140
|
|
|||||
Income tax expense
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|||||
Net income (loss)
|
|
318
|
|
|
$
|
(224
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
94
|
|
||
Net income attributable to noncontrolling interests
|
|
(6
|
)
|
|
|
|
|
|
|
|
(6
|
)
|
||||||||
Net income attributable to partners
|
|
312
|
|
|
|
|
|
|
|
|
88
|
|
||||||||
General partners' interest in net income
|
|
(124
|
)
|
|
|
|
|
|
|
|
(164
|
)
|
||||||||
Net income (loss) allocable to limited partners
|
|
$
|
188
|
|
|
|
|
|
|
|
|
$
|
(76
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per limited partner unit – basic and diluted
|
|
$
|
1.64
|
|
|
|
|
|
|
|
|
|
$
|
(0.53
|
)
|
|||||
Weighted-average limited partner units outstanding – basic and diluted
|
|
114.7
|
|
|
|
|
28.6
|
|
(c)
|
|
|
143.3
|
|
|
|
DCP Midstream, LP
|
|
The DCP Midstream Business
|
|
Pro Forma Adjustments
|
|
Eliminations
|
|
DCP Midstream, LP Pro Forma
|
||||||||||
|
|
(a)
|
|
(b)
|
|
|
|
(e)
|
|
|
||||||||||
|
|
(Millions, except per unit amounts)
|
||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, propane, NGLs and condensate
|
|
$
|
484
|
|
|
$
|
5,530
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,014
|
|
Sales of natural gas, propane, NGLs and condensate to affiliates
|
|
958
|
|
|
826
|
|
|
—
|
|
|
(1,019
|
)
|
|
765
|
|
|||||
Transportation, storage and processing
|
|
371
|
|
|
279
|
|
|
—
|
|
|
(118
|
)
|
|
532
|
|
|||||
Trading and marketing losses, net
|
|
85
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|||||
Total operating revenues
|
|
1,898
|
|
|
6,669
|
|
|
—
|
|
|
(1,137
|
)
|
|
7,430
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of natural gas, propane, NGLs and condensate
|
|
1,139
|
|
|
4,424
|
|
|
—
|
|
|
—
|
|
|
5,563
|
|
|||||
Purchases of natural gas, propane, NGLs and condensate from affiliates
|
|
107
|
|
|
1,330
|
|
|
—
|
|
|
(1,019
|
)
|
|
418
|
|
|||||
Transportation and other fees - affiliates
|
|
—
|
|
|
118
|
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|||||
Operating and maintenance
|
|
214
|
|
|
518
|
|
|
—
|
|
|
—
|
|
|
732
|
|
|||||
Depreciation and amortization
|
|
120
|
|
|
257
|
|
|
—
|
|
|
—
|
|
|
377
|
|
|||||
Asset impairments
|
|
82
|
|
|
830
|
|
|
|
|
|
|
912
|
|
|||||||
General and administrative
|
|
85
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
281
|
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||||
Restructuring costs
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Other expense, net
|
|
4
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Total operating costs and expenses
|
|
1,751
|
|
|
7,648
|
|
|
—
|
|
|
(1,137
|
)
|
|
8,262
|
|
|||||
Operating income (loss)
|
|
147
|
|
|
(979
|
)
|
|
—
|
|
|
—
|
|
|
(832
|
)
|
|||||
Interest expense, net
|
|
(92
|
)
|
|
(228
|
)
|
|
—
|
|
|
—
|
|
|
(320
|
)
|
|||||
Earnings from unconsolidated affiliates
|
|
173
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|||||
Income (loss) before income taxes
|
|
228
|
|
|
(1,196
|
)
|
|
—
|
|
|
—
|
|
|
(968
|
)
|
|||||
Income tax benefit
|
|
5
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|||||
Net income (loss)
|
|
233
|
|
|
$
|
(1,099
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(866
|
)
|
||
Net income attributable to noncontrolling interests
|
|
(5
|
)
|
|
|
|
|
|
|
|
(5
|
)
|
||||||||
Net income attributable to partners
|
|
228
|
|
|
|
|
|
|
|
|
(871
|
)
|
||||||||
General partners' interest in net income
|
|
(124
|
)
|
|
|
|
|
|
|
|
(144
|
)
|
||||||||
Net income allocable to limited partners
|
|
$
|
104
|
|
|
|
|
|
|
|
|
$
|
(1,015
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per limited partner unit – basic and diluted
|
|
$
|
0.91
|
|
|
|
|
|
|
|
|
$
|
(7.09
|
)
|
||||||
Weighted-average limited partner units outstanding – basic and diluted
|
|
114.6
|
|
|
|
|
28.6
|
|
(c)
|
|
|
143.2
|
|
|
|
DCP Midstream, LP
|
|
The DCP Midstream Business
|
|
Pro Forma Adjustments
|
|
Eliminations
|
|
DCP Midstream, LP Pro Forma
|
||||||||||
|
|
(a)
|
|
(b)
|
|
|
|
(e)
|
|
|
||||||||||
|
|
(Millions, except per unit amounts)
|
||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, propane, NGLs and condensate
|
|
$
|
963
|
|
|
$
|
10,427
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,390
|
|
Sales of natural gas, propane, NGLs and condensate to affiliates
|
|
2,180
|
|
|
2,208
|
|
|
(21
|
)
|
(h)
|
(2,337
|
)
|
|
2,030
|
|
|||||
Transportation, storage and processing
|
|
345
|
|
|
264
|
|
|
(1
|
)
|
(h)
|
(91
|
)
|
|
517
|
|
|||||
Trading and marketing losses, net
|
|
154
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
88
|
|
|||||
Total operating revenues
|
|
3,642
|
|
|
12,833
|
|
|
(22
|
)
|
|
(2,428
|
)
|
|
14,025
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of natural gas, propane, NGLs and condensate
|
|
2,524
|
|
|
8,838
|
|
|
—
|
|
|
—
|
|
|
11,362
|
|
|||||
Purchases of natural gas, propane, NGLs and condensate from affiliates
|
|
271
|
|
|
2,542
|
|
|
(16
|
)
|
(h)
|
(2,336
|
)
|
|
461
|
|
|||||
Transportation and other fees - affiliates
|
|
—
|
|
|
96
|
|
|
—
|
|
|
(92
|
)
|
|
4
|
|
|||||
Operating and maintenance
|
|
216
|
|
|
558
|
|
|
—
|
|
|
—
|
|
|
774
|
|
|||||
Depreciation and amortization
|
|
110
|
|
|
238
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|||||
Asset impairments
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
General and administrative
|
|
64
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|||||
Other expense, net
|
|
3
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Loss on sale of assets, net
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Total operating costs and expenses
|
|
3,188
|
|
|
12,514
|
|
|
(16
|
)
|
|
(2,428
|
)
|
|
13,258
|
|
|||||
Operating income
|
|
454
|
|
|
319
|
|
|
(6
|
)
|
|
—
|
|
|
767
|
|
|||||
Interest expense, net
|
|
(86
|
)
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
(287
|
)
|
|||||
Earnings from unconsolidated affiliates
|
|
75
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|||||
Income before income taxes
|
|
443
|
|
|
125
|
|
|
(6
|
)
|
|
—
|
|
|
562
|
|
|||||
Income tax expense
|
|
(6
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Net income
|
|
437
|
|
|
$
|
120
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
551
|
|
||
Net income attributable to noncontrolling interests
|
|
(14
|
)
|
|
|
|
|
|
|
|
(14
|
)
|
||||||||
Net income attributable to partners
|
|
423
|
|
|
|
|
|
|
|
|
537
|
|
||||||||
Net income attributable to predecessor operations
|
|
(6
|
)
|
|
|
|
|
|
|
|
—
|
|
||||||||
General partners' interest in net income
|
|
(114
|
)
|
|
|
|
|
|
|
|
(157
|
)
|
||||||||
Net income allocable to limited partners
|
|
$
|
303
|
|
|
|
|
|
|
|
|
$
|
380
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per limited partner unit – basic and diluted
|
|
$
|
2.84
|
|
|
|
|
|
|
|
|
$
|
2.81
|
|
||||||
Weighted-average limited partner units outstanding – basic and diluted
|
|
106.6
|
|
|
|
|
28.6
|
|
(c)
|
|
|
135.2
|
|
(a)
|
Amounts were derived from the audited consolidated financial statements included in our Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on February 15, 2017.
|
(b)
|
Amounts were derived from the Audited Combined Financial Statements of The DCP Midstream Business as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016, included in this Current Report on Form 8-K/A as Exhibit 99.2.
|
(c)
|
Reflects the issuance of 28,552,480 common units and 2,550,644 general partner units to DCP Midstream, LLC having an aggregate value of $1,125 million as determined by the volume weighted average price of the common units over the 20-day trading period ended December 28, 2016.
|
(d)
|
Reflects repayment of debt outstanding on the Partnership’s revolving credit facility from proceeds received in the Transaction.
|
(e)
|
To remove impacts of intercompany transactions and maintain presentational consistency of deferred income tax liabilities and other long-term liabilities.
|
(f)
|
Reflects the adjustment to limited partners’ equity for the deficit of consideration paid compared to the historical cost of the net assets acquired. The consideration was assigned as follows, subject to additional customary post-closing adjustments (in millions):
|
Aggregate consideration
|
|
$
|
4,275
|
|
Less: Historical cost of the assets acquired (excluding debt)
|
|
(7,790
|
)
|
|
Adjustment to limited partners’ equity for deficit consideration
|
|
$
|
3,515
|
|
(h)
|
To eliminate the impact of activity attributable to predecessor results included in the accounts of both DCP Midstream, LP and The DCP Midstream Business, related to the effect of pooling historical results within the DCP Midstream, LP financial statements from the March 2014 transactions (as discussed in the combined financial statements of The DCP Midstream Business).
|