DCP Midstream
Annual Report 2020

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or For the transition period from to Commission File Number: 001-32678 DCP MIDSTREAM, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 370 17th Street, Suite 2500 Denver, Colorado (Address of principal executive offices) 03-0567133 (I.R.S. Employer Identification No.) 80202 (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: Common Units Representing Limited Partner Interests 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units 7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Trading Symbol(s) DCP Name of Each Exchange on Which Registered: New York Stock Exchange DCP PRB DCP PRC New York Stock Exchange New 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 ☒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 ☒ 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 ☒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 ☒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 Non-accelerated filer Emerging growth company Accelerated filer 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b)) by the registered public accounting firm that prepared or issued its audit report ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 1 The aggregate market value of common units held by non-affiliates of the registrant on June 30, 2020, was approximately $1,023,412,000. 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, 2020. As of February 17, 2021, there were 208,360,311 common units representing limited partner interests outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None 2 DCP MIDSTREAM, LP FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020 TABLE OF CONTENTS Item 1 Business 1A. Risk Factors 1B. Unresolved Staff Comments 2 Properties 3 Legal Proceedings 4 Mine Safety Disclosures PART I PART II 5 Market for Registrant's Common Units, Related Unitholder Matters and Issuer Purchases of Common Units 6 Selected Financial Data 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 7A. Quantitative and Qualitative Disclosures about Market Risk 8 Financial Statements and Supplementary Data 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9A. Controls and Procedures 9B. Other Information 10 Directors, Executive Officers and Corporate Governance 11 Executive Compensation 12 Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters 13 Certain Relationships and Related Transactions, and Director Independence 14 Principal Accountant Fees and Services PART III 15 Exhibits and Financial Statement Schedules 16 Form 10-K Summary Signatures PART IV i Page 1 22 53 54 54 54 55 56 58 84 89 142 143 145 146 152 165 167 169 170 233 234 The following is a list of terms used in the industry and throughout this report: GLOSSARY OF TERMS ASU Bbl Bbls/d Bcf Bcf/d Btu Credit Agreement Fractionation GAAP IDR MBbls MBbls/d MMBtu MMBtu/d MMcf MMcf/d NGLs OPEC OPEC+ Railroad Commission SEC Securitization Facility TBtu/d Throughput accounting standards update barrel barrels per day billion cubic feet billion cubic feet per day British thermal unit, a measurement of energy Credit Agreement governing our $1.4 billion unsecured revolving credit facility, maturing December 9, 2024 the process by which natural gas liquids are separated into individual components generally accepted accounting principles in the United States of America incentive distribution right thousand barrels thousand barrels per day million Btus million Btus per day million cubic feet million cubic feet per day natural gas liquids Organization of the Petroleum Exporting Countries OPEC members plus ten other oil producing countries the Railroad Commission of Texas U.S. Securities and Exchange Commission $350 million Accounts Receivable Securitization Facility, maturing August 12, 2022 trillion Btus per day the volume of product transported or passing through a pipeline or other facility ii CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS Our reports, filings and other public announcements may from time to time contain statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “could,” “should,” “intend,” “assume,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” “forecast” and other similar words. All statements that are not statements of historical facts, including, but not limited to, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. These forward-looking statements reflect our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside our control. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Known risks and uncertainties include, but are not limited to, the risks set forth in Item 1A. “Risk Factors” in this Annual report on Form 10-K for the year ended December 31, 2020, including the following risks and uncertainties: • • • • • • • • • • • • • • • • • • • the impact resulting from the COVID-19 pandemic and disruption to economies around the world including the oil, gas and NGL industry in which we operate and the resulting adverse impact on our business, liquidity, commodity prices, workforce, third-party and counterparty effects and resulting federal, state and local actions; the extent of changes in commodity prices and the demand for our products and services, our ability to effectively limit a portion of the adverse impact of potential changes in commodity prices through derivative financial instruments, and the potential impact of price, and of producers’ access to capital on natural gas drilling, demand for our services, and the volume of NGLs and condensate extracted; the demand for crude oil, residue gas and NGL products; the level and success of drilling and quality of production volumes around our assets and our ability to connect supplies to our gathering and processing systems, as well as our residue gas and NGL infrastructure; new, additions to, and changes in, laws and regulations, particularly with regard to taxes, safety, regulatory and protection of the environment, including, but not limited to, climate change legislation, regulation of over-the-counter derivatives markets and entities, and hydraulic fracturing regulations, or the increased regulation of our industry, including additional local control over such activities, and their impact on producers and customers served by our systems; volatility in the price of our common units and preferred units; general economic, market and business conditions; the amount of natural gas we gather, compress, treat, process, transport, store and sell, or the NGLs we produce, fractionate, transport, store and sell, may be reduced if the pipelines, storage and fractionation facilities to which we deliver the natural gas or NGLs are capacity constrained and cannot, or will not, accept the natural gas or NGLs or we may be required to find alternative markets and arrangements for our natural gas and NGLs; our ability to continue the safe and reliable operation of our assets; our ability to grow through organic growth projects, or acquisitions, and the successful integration and future performance of such assets; our ability to access the debt and equity markets and the resulting cost of capital, which will depend on general market conditions, our financial and operating results, inflation rates, interest rates, our ability to comply with the covenants in our Credit Agreement or other credit facilities, and the indentures governing our notes, as well as our ability to maintain our credit ratings; the creditworthiness of our customers and the counterparties to our transactions, including the impact of bankruptcies; the amount of collateral we may be required to post from time to time in our transactions; industry changes, including consolidations, alternative energy sources, technological advances, infrastructure constraints and changes in competition; our ability to construct and start up facilities on budget and in a timely fashion, which is partially dependent on obtaining required construction, environmental and other permits issued by federal, state and municipal governments, or agencies thereof, the availability of specialized contractors and laborers, and the price of and demand for materials; our ability to hire, train, and retain qualified personnel and key management to execute our business strategy; weather, weather-related conditions and other natural phenomena, including, but not limited to, their potential impact on demand for the commodities we sell and the operation of company-owned and third party-owned infrastructure; security threats such as terrorist attacks, and cybersecurity attacks and breaches, against, or otherwise impacting, our facilities and systems; and our ability to obtain insurance on commercially reasonable terms, if at all, as well as the adequacy of insurance to cover our losses. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. The forward-looking statements in this report speak as of the filing date of this report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. iii Item 1. Business OVERVIEW PART I DCP Midstream, LP (together with its consolidated subsidiaries, “we,” “our,” “us,” the “registrant,” or the “Partnership”) is a Delaware limited Partnership formed in 2005 by DCP Midstream, LLC to own, operate, acquire and develop a diversified portfolio of complementary midstream energy assets. DCP Midstream, LLC and its subsidiaries and affiliates, collectively referred to as DCP Midstream, LLC is owned 50% by Phillips 66 and 50% by Enbridge Inc. and its affiliates, or Enbridge. The diagram below depicts our organizational structure as of December 31, 2020. Our operations are organized into two reportable segments: (i) Logistics and Marketing and (ii) Gathering and Processing. Our Logistics and Marketing segment includes transporting, trading, marketing, and storing natural gas and NGLs, and fractionating NGLs. Our Gathering and Processing segment consists of gathering, compressing, treating, and processing natural gas, producing and fractionating NGLs, and recovering condensate. The remainder of our business operations are presented as “Other,” and consist of unallocated corporate costs. 1 OUR BUSINESS STRATEGY Our primary business objectives are to achieve sustained company profitability, a strong balance sheet and profitable growth, thereby sustaining and ultimately growing our cash distribution per unit. We intend to accomplish these objectives by prudently executing the following business strategies: Operational Performance. We believe our operating efficiency and reliability enhance our ability to attract new natural gas supplies by enabling us to offer more competitive terms, services and service flexibility to producers. Our logistics assets and gathering and processing systems consist of high- quality, well-maintained facilities, resulting in low-cost, efficient operations. Our goal is to establish a reputation in the midstream industry as a reliable, safe and low cost supplier of services to our customers. We will continue to pursue incremental revenue, cost efficiencies and operating improvements of our assets through process and technology improvements. We seek to increase the utilization of our existing facilities by providing additional services to our existing customers, by establishing relationships with new customers and by strategically rationalizing assets. In addition, we maximize efficiency by coordinating the completion of new facilities in a manner that is consistent with the expected production that supports them. Organic Growth. We intend to use our strategic asset base in the United States and our position as one of the largest processors of natural gas, and as one of the largest producers and marketers of NGLs in the United States, as a platform for future growth. We plan to grow our business by constructing new NGL and natural gas pipeline infrastructure and expanding existing infrastructure. Strategic Partnerships and Acquisitions. We intend to pursue economically attractive and strategic partnership and acquisition opportunities within the midstream energy industry, both in new and existing lines of business, and areas of operation. OUR COMPETITIVE STRENGTHS We are one of the largest processors of natural gas and one of the largest producers and marketers of NGLs in the United States. In 2020, our total wellhead volume was approximately 4.6 Bcf/d of natural gas and we produced an average of approximately 400 MBbls/d of NGLs. We provide natural gas gathering services to the wellhead, and leverage our strategic footprint to extend the value chain through our integrated NGL and natural gas pipelines and marketing infrastructure. We believe our ability to provide all of these services gives us an advantage in competing for new supplies of natural gas because we can provide substantially all services to move natural gas and NGLs from wellhead to market, and creates value for our customers. We believe that we are well positioned to execute our business strategies and achieve one of our primary business objectives of sustaining our cash distribution per unit because of the following competitive strengths: Integrated Logistics and Marketing Operations. We believe the strategic location of our assets coupled with their geographic diversity and our reputation for running our business reliably and effectively, presents us with continuing opportunities to provide competitive services to our customers and attract new natural gas production to our gathering and processing operations. We have connected our gathering and processing operations to key markets with NGL pipelines that we own or operate to offer our customers a competitive, integrated midstream service. We have strategically located NGL transportation pipelines that provide takeaway capabilities for our gathering and processing operations in the Permian Basin, the Denver-Julesburg Basin (“DJ Basin”), the Midcontinent, East Texas, the Gulf Coast, South Texas, and Central Texas. Our NGL pipelines connect to various natural gas processing plants and transport the NGLs to fractionation facilities, a petrochemical plant, a third party underground NGL storage facility and other markets along the Gulf Coast. Our Logistics and Marketing operations also consists of multiple downstream assets including NGL fractionation facilities, an NGL storage facility and a residue gas storage facility. Strategically Located Gas Gathering and Processing Operations. Our assets are strategically located in areas with the potential for increasing our wellhead volumes and cash flow generation. We have operations in some of the largest producing regions in the United States including the DJ Basin, Midcontinent, Permian Basin, and Eagle Ford. In addition, we operate one of the largest portfolios of natural gas processing plants in the United States. Our gathering systems and processing plants are connected to numerous key natural gas pipeline systems that provide producers with access to a variety of natural gas market hubs. Stable Cash Flows. Our operations consist of a mix of fee-based and commodity-based services, which together with our commodity hedging program, are intended to generate relatively stable cash flows. The long term growth in our fee-based earnings will reduce the impact of unhedged margins. Additionally, while certain of our gathering and processing contracts 2 subject us to commodity price risk, we have mitigated a portion of our currently anticipated commodity price risk associated with the equity volumes from our gathering and processing operations with fixed price commodity swaps. As of December 31, 2020, we were approximately 70% fee-based. Established Relationships with Oil, Natural Gas and Petrochemical Companies. We have long-term relationships with many of our suppliers and customers, and we expect that we will continue to benefit from these relationships. Digital Transformation. We are driving workforce efficiencies through automation, improving safety and decreasing emissions via real-time monitoring and predictive analytics and optimizing margins while increasing cost efficiencies. Experienced Management Team. Our senior management team and the board of directors of our General Partner have extensive experience in the midstream industry. We believe our management team has a proven track record of enhancing value through organic growth and the acquisition, optimization and integration of midstream assets. Affiliation with DCP Midstream, LLC and its owners. Our relationship with DCP Midstream, LLC and its owners, Phillips 66 and Enbridge, should continue to provide us with significant business opportunities. Through our relationship with DCP Midstream, LLC and its owners, we believe our strong commercial relationships throughout the energy industry, including with major producers of natural gas and NGLs in the United States, will help facilitate the implementation of our strategies. DCP Midstream, LLC has a significant interest in us through its ownership, together with our general partner, of an approximately 57% limited partner interest. 3 OUR OPERATING SEGMENTS Logistics and Marketing Segment General We market our NGLs, residue gas and condensate and provide logistics and marketing services to third-party NGL producers and sales customers in significant NGL production and market centers in the United States. This includes purchasing NGLs on behalf of third-party NGL producers for shipment on our NGL pipelines and resale in key markets. Our NGL services include plant tailgate purchases, transportation, fractionation, flexible pricing options and price risk management. Our primary NGL operations are located in close proximity to our Gathering and Processing assets in each of the operating regions. 4 Our NGL pipelines transport NGLs from natural gas processing plants to fractionation facilities, petrochemical plants and a third party underground NGL storage facility. Our pipelines provide transportation services to customers primarily on a fee basis. Therefore, the results of operations for this business are generally dependent upon the volume of product transported and the level of fees charged to customers. The volumes of NGLs transported on our pipelines are dependent on the level of production of NGLs from processing plants connected to our NGL pipelines. When natural gas prices are high relative to NGL prices, it is less profitable to recover NGLs from natural gas because of the higher value of natural gas compared to the value of NGLs. As a result, we have experienced periods, and will likely experience periods in the future, when higher relative natural gas prices reduce the volume of NGLs produced at plants connected to our NGL pipelines. Our natural gas systems have the ability to deliver gas into numerous downstream transportation pipelines and markets. We sell residue gas on behalf of our producer customers and residue gas which we earn under our gas supply agreements, supplying the residue gas demands of end-use customers physically attached to our pipeline systems and managing excess capacity of our owned storage and transportation assets. End-users include large industrial companies, natural gas distribution companies and electric utilities. We are focused on extracting the highest possible value for the residue gas that results from our processing and transportation operations. We sell the residue gas at market-based prices. The following is operating data for our Logistics and Marketing segment: Operating Data Year Ended December 31, 2020 Approximate System Length (Miles) Fractionators Approximate Throughput Capacity (MBbls/d) (a) Approximate Gas Throughput Capacity (Bcf/d) (a) Pipeline Throughput (MBbls/d) (a) 1,410 950 450 600 1,110 500 600 70 — 5,690 — — — — — — — — 2 2 333 128 87 37 310 — — — — 895 — — — — — 500 245 300 — 1,045 299 101 58 20 183 — — — — 661 Pipeline Throughput (TBtus/d) (a)(b) — — — — — 0.50 0.25 0.30 — 1.05 Fractionator Throughput (MBbls/d) (a) — — — — — — — — 55 55 System Sand Hills pipeline Southern Hills pipeline Front Range pipeline Texas Express pipeline Other NGL pipelines (a) Gulf Coast Express pipeline Guadalupe pipeline Cheyenne Connector Mont Belvieu fractionators Pipelines total (a) Represents total capacity or total volumes allocated to our proportionate ownership share. (b) Represents average throughput for full year 2020. Cheyenne Connector was placed in service June 2020 and had an average throughput of .3 TBtu/d for the fourth quarter of 2020. NGL Pipelines DCP Sand Hills Pipeline, LLC, or the Sand Hills pipeline, an interstate NGL pipeline which is owned 66.67% by us and 33.33% by Phillips 66, is a common carrier pipeline that provides takeaway service from plants in the Permian and the Eagle Ford basins to fractionation facilities along the Texas Gulf Coast and at the Mont Belvieu, Texas market hub. In August of this year Sand Hills placed into service a lateral pipeline to Sweeny Fractionator, increasing delivery capabilities by 300 Mbp/d, to coincide with the addition of P66's new Fractionator 2 and 3. DCP Southern Hills Pipeline, LLC, or the Southern Hills pipeline, an interstate NGL pipeline which is owned 66.67% by us and 33.33% by Phillips 66, provides takeaway service from the Midcontinent to fractionation facilities at the Mont Belvieu, Texas market hub. Front Range Pipeline LLC, or the Front Range pipeline, an interstate NGL pipeline in which we own a 33.33% interest, originates in the DJ Basin and extends to Skellytown, Texas. The Front Range pipeline connects to our O'Connor plants, Lucerne 1, Lucerne 2, and Mewbourn plants, as well as third party plants in the DJ Basin. Enterprise Products Partners L.P., or 5 Enterprise, is the operator of the pipeline. The Front Range expansion was placed into service in the first quarter of 2020 and added additional capacity of 100 MBbls. Texas Express Pipeline LLC, or the Texas Express pipeline, an intrastate NGL pipeline in which we own a 10% interest, originates near Skellytown in Carson County, Texas, and extends to Enterprise's natural gas liquids fractionation and storage complex at Mont Belvieu, Texas. The pipeline also provides access to other third party facilities in the area. Enterprise is the operator of the pipeline. The Texas Express expansion was placed into service in the first quarter of 2020 and added additional capacity of 90 MBbls. The Southern Hills, Sand Hills, Texas Express, and Front Range pipelines have in place long-term, fee-based transportation agreements, a portion of which are ship-or-pay, with us as well as third party shippers. These NGL pipelines collect fee-based transportation revenue under regulated tariffs. Gas Pipelines Gulf Coast Express LLC, or the Gulf Coast Express pipeline, an intrastate natural gas pipeline in which we own a 25% interest, originates from the Waha area in West Texas to Agua Dulce, in Nueces County, Texas. Kinder Morgan is the operator of the pipeline. The Gulf Coast Express pipeline is fully subscribed under long-term transportation contracts with us and third party shippers. The Guadalupe pipeline is an intrastate natural gas pipeline that provides us access to market centers/hubs including Waha, Texas, Katy, Texas and the Houston Ship Channel and is used primarily in our natural gas asset based trading activities. We may transport volumes for third party shippers using our available capacity in the future. Cheyenne Connector, LLC, or the Cheyenne Connector is an interstate natural gas pipeline in which we own a 50% interest, which provides residue gas takeaway from the DJ Basin to the Rockies Express Cheyenne Hub, just south of the Colorado-Wyoming border. Tallgrass Energy is the operator of the Cheyenne Connector. The Cheyenne Connector is fully subscribed under long-term transportation contracts with us and third party shippers and was placed into service in June 2020. NGL Fractionation Facilities We own a 12.5% interest in the Enterprise fractionator operated by Enterprise and a 20% interest in the Mont Belvieu 1 fractionator operated by ONEOK Partners, both located in Mont Belvieu, Texas. The fractionation facilities separate NGLs received from processing plants into their individual components. These fractionation services are provided on a fee basis. The results of operations for this business are generally dependent upon the volume of NGLs fractionated and the level of fees charged to customers. Storage Facilities Our Marysville NGL storage facility, which stores ethane, propane and butane, is located in Michigan and has strategic access to Marcellus, Utica and Canadian NGLs. Our facility includes 11 underground salt caverns with approximately 8 MMBbls of storage capacity. Our facility serves regional refining and petrochemical demand, and helps to balance the seasonality of propane distribution in the Midwestern and Northeastern United States and in Sarnia, Canada. We provide services to customers primarily on a fee basis under multi-year storage agreements. The results of operations for this business are generally dependent upon the volume stored and the level of fees charged to customers. Our Spindletop natural gas storage facility is located in Texas and plays an important role in our ability to act as a full-service natural gas marketer. The facility has capacity for residue gas of approximately 12 Bcf. We may lease a portion of the facility’s capacity to third-party customers, and use the balance to manage relatively constant natural gas supply volumes with uneven demand levels, provide “backup” service to our customers and support our asset-based trading activities. Our asset based trading activities are designed to realize margins related to fluctuations in commodity prices, time spreads and basis differentials and to maximize the value of our storage facility. Trading and Marketing Our energy trading operations are exposed to market variables and commodity price risk. We manage commodity price risk related to our natural gas storage and pipeline assets by engaging in natural gas asset based trading and marketing. We may enter into physical contracts and financial instruments with the objective of realizing a positive margin from the purchase and sale of commodity-based instruments. 6 Our NGL proprietary trading activity includes trading energy related products and services. We undertake these activities through the use of fixed forward sales and purchases, basis and spread trades, storage opportunities, put/call options, term contracts and spot market trading. Our energy trading operations are exposed to market variables and commodity price risk with respect to these products and services, and these operations may enter into physical contracts and financial instruments with the objective of realizing a positive margin from the purchase and sale of commodity-based instruments. We may execute a time spread transaction when the difference between the current price of natural gas (cash or futures) and the futures market price for natural gas exceeds our cost of storing physical gas in our owned and/or leased storage facilities. The time spread transaction allows us to lock in a margin when this market condition exists. A time spread transaction is executed by establishing a long gas position at one point in time and establishing an equal short gas position at a different point in time. We may execute basis spread transactions when the market price differential between locations on a pipeline asset exceeds our cost of transporting physical gas through our owned and/or leased pipeline assets. When this market condition exists, we may execute derivative instruments around this differential at the market price. The basis spread transaction allows us to lock in a margin on our physical purchases and sales of gas. Customers and Contracts We sell our commodities to a variety of customers ranging from large, multi-national petrochemical and refining companies to small regional retail propane distributors. Substantially all of our NGL sales are made at market-based prices. Competition The Logistics and Marketing business is highly competitive in our markets and includes interstate and intrastate pipelines, integrated oil and gas companies that produce, fractionate, transport, store and sell natural gas and NGLs, and underground storage facilities. Competition is often the greatest in geographic areas experiencing robust drilling by producers and strong petrochemical demand and during periods of high NGL prices relative to natural gas. Competition is also increased in those geographic areas where our contracts with our customers are shorter term and therefore must be renegotiated on a more frequent basis. Competition in the NGLs marketing area comes from other midstream NGL marketing companies, international producers/traders, chemical companies, refineries and other asset owners. Along with numerous marketing competitors, we offer price risk management and other services. We believe it is important that we tailor our services to the end-use customer to remain competitive. Gathering and Processing Segment General Our Gathering and Processing segment consists of a geographically diverse complement of assets and ownership interests that provide a varied array of wellhead to market services for our producer customers in Alabama, Colorado, Kansas, Louisiana, Michigan, New Mexico, Oklahoma, Texas and Wyoming. These services include gathering, compressing, treating, and processing natural gas, producing and fractionating NGLs, and recovering condensate. Our Gathering and Processing segment’s operations are organized into four regions: North, Permian, Midcontinent and South. Our geographic diversity helps to mitigate our natural gas supply risk in that we are not tied to one natural gas resource type or producing area. We believe our current geographic mix of assets is an important factor for the maintenance and long term growth of overall volumes and cash flow for this segment. Our assets are positioned in certain areas with active drilling programs and opportunities for organic growth. We provide our producer customers with gathering and processing services that allow them to move their raw (unprocessed) natural gas to market. Raw natural gas is gathered, compressed and transported through pipelines to our processing facilities. In order for the raw natural gas to be accepted by the downstream market, we remove water, nitrogen and carbon dioxide and separate NGLs for further processing. Processed natural gas, usually referred to as residue natural gas, is then recompressed and delivered to natural gas pipelines and end users. The separated NGLs are in a mixed, unfractionated form and are sold and delivered through natural gas liquids pipelines to fractionation facilities for further separation. We own or operate 39 active natural gas processing plants including an interest in a plant through our 40% equity interest in Discovery Producer Services, LLC, or Discovery. At some of these facilities, we fractionate NGLs into individual components (ethane, propane, butane and natural gasoline). 7 We receive natural gas from a diverse group of producers under contracts with varying durations, and we receive fees or commodities from the producers to transport the natural gas from the wellhead to the processing plant. We receive fees or commodities as payment for our natural gas processing services, depending on the types of contracts we enter into with each supplier. We purchase or take custody of substantially all of our natural gas from producers, principally under fee-based or percent-of-proceeds/index processing contracts. We actively seek new producing customers of natural gas on all of our systems to increase throughput volume and to offset natural declines in the production from connected wells. We obtain new natural gas supplies in our operating areas by contracting for production from new wells, by connecting new wells drilled on dedicated acreage and by obtaining natural gas that has been directly received or released from other gathering systems. Our contracts with our producing customers in our Gathering and Processing segment are a mix of non-commodity sensitive fee-based contracts and commodity sensitive percent-of-proceeds and percent-of-liquids contracts. Percent-of-proceeds contracts are directly related to the price of natural gas, NGLs and condensate and percent-of-liquids contracts are directly related to the price of NGLs and condensate. Additionally, these contracts may include fee-based components. Generally, the initial term of these purchase agreements is three to five years and in some cases, the life of the lease. As we negotiate new agreements and renegotiate existing agreements, this may result in a change in contract mix period over period. We enter into derivative financial instruments to mitigate a portion of the risk of weakening natural gas, NGL and condensate prices associated with our gathering, processing and sales activities, thereby stabilizing our cash flows. Our commodity derivative instruments used for our hedging program are a combination of direct NGL product, crude oil, and natural gas hedges. During 2020, total wellhead volume on our assets was approximately 4.6 Bcf/d, originating from a diversified mix of customers. Our systems each have significant customer acreage dedications that we expect will continue to provide opportunities for growth as those customers execute their drilling plans over time. Our gathering systems also attract new natural gas volumes through numerous smaller acreage dedications and by contracting with undedicated producers who are operating in or around our gathering footprint. During 2020, the combined NGL production from our processing facilities was approximately 400 MBbls/d and was delivered and sold into various NGL takeaway pipelines. The following is operating data for our Gathering and Processing segment by region: Regions North Midcontinent Permian South Total Operating Data Approximate Gathering and Transmission Systems (Miles) Approximate Net Nameplate Plant Capacity (MMcf/d) (a) Year ended December 31, 2020 Natural Gas Wellhead Volume (MMcf/d) (a) NGL Production (MBbls/d) (a) 4,000 24,500 15,400 7,000 50,900 1,580 1,110 1,200 2,120 6,010 1,537 860 1,004 1,157 4,558 126 68 116 90 400 Plants 13 6 10 10 39 (a) Represents total capacity or total volumes allocated to our proportionate ownership share. 8 North Region Our North region primarily consists of our DJ Basin system. We have a broad network of gathering, compression, treating, and processing facilities in Weld County, Colorado that provide significant optionality and flexibility. At the end of the fourth quarter the Latham 2 Offload was placed into service, which added up to 225 MMcf/d of committed, incremental DJ Basin processing capacity. Our DJ Basin system delivers to the Mont Belvieu hub in Mont Belvieu, Texas via the Southern Hills, Front Range and Texas Express pipelines, and to the Conway hub in Bushton, Kansas via our Wattenberg pipeline. We have added additional NGL takeaway for our producer customers through the expansions of the Texas Express and Front Range pipelines. We have also added additional gas takeaway through the Cheyenne Connector. 9 Midcontinent Region Our Midcontinent region primarily includes our Liberal system and South Central Oklahoma system. We gather and process raw natural gas primarily from the Ardmore and Anadarko Basins, including the South Central Oklahoma Oil Province (“SCOOP”) play and the Sooner Trend Anadarko Basin Canadian and Kingfisher (“STACK”) play. Our gathering system footprint in the eastern Midcontinent region, which includes our South Central Oklahoma system, serves the SCOOP and STACK plays. Existing production in the western Midcontinent region, which includes our Liberal system in the Hugoton Basin, is typically from mature fields with shallow decline profiles that we expect will provide our plants with a dependable source of raw natural gas over a long term. We believe the infrastructure of our plants and gathering facilities is uniquely positioned to pursue our consolidation strategy in the western Midcontinent region. Our gathering and processing assets in the Midcontinent region deliver NGLs primarily to the Gulf Coast and Mont Belvieu via our Southern Hills pipeline. 10 Permian Region Our Permian region primarily includes our West Texas system in the Midland Basin and our Southeast New Mexico system in the Delaware Basin. Producers continue to focus drilling activity on the most attractive acreage in the Midland and Delaware Basins. Our gathering and processing assets in the Permian region provide NGL takeaway service via our Sand Hills pipeline, to fractionation facilities along the Gulf Coast and to the Mont Belvieu hub. The Guadalupe pipeline provides gas takeaway from Waha to Katy, Texas. Through our ownership interest in the Gulf Coast Express pipeline we provide additional gas takeaway in the region. 11 South Region Our South region primarily includes our Eagle Ford system, East Texas system, and our 40% interest in the Discovery system. We are pursuing cost efficiencies and increasing the utilization of our existing assets. Our Eagle Ford system delivers NGLs to the Gulf Coast petrochemical markets and to Mont Belvieu through our Sand Hills pipeline and other third party NGL pipelines. Our East Texas system provides NGL takeaway service through the Panola pipeline, owned 15% by us, and delivers gas primarily through its Carthage Hub which delivers residue gas to multiple interstate and intrastate pipelines. The Discovery system is operated by Williams Partners L.P., which owns a 60% interest, and offers a full range of wellhead-to-market services to both onshore and offshore natural gas producers. The assets are primarily located in the eastern Gulf of Mexico and Louisiana, and have access to downstream pipelines and markets. 12 Competition We face strong competition in acquiring raw natural gas supplies. Our competitors in obtaining additional gas supplies and in gathering and processing raw natural gas includes major integrated oil and gas companies, interstate and intrastate pipelines, and companies that gather, compress, treat, process, transport, store and/or market natural gas. Competition is often the greatest in geographic areas experiencing robust drilling by producers and during periods of high commodity prices for crude oil, natural gas and/or NGLs. Competition is also increased in those geographic areas where our commercial contracts with our customers are shorter term and therefore must be renegotiated on a more frequent basis. We have no revenue attributable to international activities. REGULATORY AND ENVIRONMENTAL MATTERS Safety and Maintenance Regulation We are subject to regulation by the United States Department of Transportation, or DOT, under the Hazardous Liquids Pipeline Safety Act of 1979, as amended, or HLPSA, and comparable state statutes with respect to design, installation, testing, construction, operation, replacement and management of pipeline facilities. HLPSA applies to interstate and intrastate pipeline facilities and the pipeline transportation of liquid petroleum and petroleum products, including NGLs and condensate, and requires any entity that owns or operates pipeline facilities to comply with such regulations, to permit access to and copying of records and to file certain reports and provide information as required by the United States Secretary of Transportation. These regulations include potential fines and penalties for violations. We believe that we are in compliance in all material respects with these HLPSA regulations. We are also subject to the Natural Gas Pipeline Safety Act of 1968, as amended, or NGPSA, and the Pipeline Safety Improvement Act of 2002. The NGPSA regulates safety requirements in the design, construction, operation and maintenance of gas pipeline facilities while the Pipeline Safety Improvement Act establishes mandatory inspections for all United States oil and natural gas transportation pipelines in high-consequence areas within 10 years. DOT, through the Pipeline and Hazardous Materials Safety Administration (PHMSA), has developed regulations implementing the Pipeline Safety Improvement Act that requires pipeline operators to implement integrity management programs, including more frequent inspections and other safety protections in areas where the consequences of potential pipeline accidents pose the greatest risk to people and their property. Pipeline safety legislation enacted in 2012, the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011(the Pipeline Safety and Job Creations Act) reauthorized funding for federal pipeline safety programs through 2015, increases penalties for safety violations, establishes additional safety requirements for newly constructed pipelines, and requires studies of certain safety issues that could result in the adoption of new regulatory requirements for existing pipelines, including the expansion of integrity management, use of automatic and remote-controlled shut-off valves, leak detection systems, sufficiency of existing regulation of gathering pipelines, use of excess flow valves, verification of maximum allowable operating pressure, incident notification, and other pipeline-safety related requirements. New rules proposed by DOT’s PHMSA address many areas of this legislation. PHMSA currently indicates that a final rule will be published later in 2021. Extending the integrity management requirements to our gathering lines would impose additional obligations on us and could add material cost to our operations. The Pipeline Safety and Job Creation Act requires more stringent oversight of pipelines and increased civil penalties for violations of pipeline safety rules. The legislation gave PHMSA civil penalty authority up to $213,268 per day per violation, with a maximum of $2,132,679 for any related series of violations. Any material penalties or fines under these or other statutes, rules, regulations or orders could have a material adverse impact on our business, financial condition, results of operation and cash flows. On December 21, 2020, the U.S. Congress passed the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2020 (the 2020 Act). The Act reauthorizes the federal pipeline safety program through September 30, 2023, and establishes annual funding levels through 2023. The 2020 Act also requires PHMSA to issue new rules for gas pipeline leak detection and repair programs and idle pipelines, and issue final rulemakings for gas gathering lines, class location changes, and the definition of unusually sensitive areas. The 2020 Act establishes additional due process requirements applicable to PHMSA enforcement actions, authorizes a new declaratory order proceeding, and obligates PHMSA to consider an operator’s self-report in assessing a civil penalty. On January 11, 2021, PHMSA published a Final Rule amending the gas pipeline safety regulations at 49 C.F.R. Parts 191 and 192. Although the effective date of the Final Rule is March 12, 2021, PHMSA provided a deferred compliance date of 13 October 1, 2021. Among other changes, the Part 192 changes include provisions allowing operators to remotely monitor cathodic protection rectifier stations, provided that they perform annual testing by physical inspection of the rectifier. The Final Rule also adjusts the monetary property damage threshold in the definition of an “incident” from $50,000 to $122,000 to account for inflation, with a commitment to update the threshold annually using a defined formula. The Final Rule incorporates certain industry standards for construction of plastic pipes and changes test factors for pressure vessels. We are currently evaluating any changes to our program to reflect the 2020 Act and the Final Rule, including costs. We currently estimate we will incur approximately $84 million between 2021 and 2025 to implement integrity management program testing along certain segments of our natural gas transmission and NGL pipelines, but will revise this estimate to reflect any final gas gathering rule that is promulgated. We believe that we are in compliance in all material respects with the NGPSA and the Pipeline Safety Improvement Act of 2002 and the Pipeline Safety and Job Creation Act, and to the extent we make changes to our program to reflect the 2020 Act, we expect to be in material compliance by the effective date of October 1, 2021. States are largely preempted by federal law from regulating pipeline safety, but may assume responsibility for enforcing intrastate pipeline regulations at least as stringent as the federal standards. In practice, states vary considerably in their authority and capacity to address pipeline safety. We do not anticipate any significant problems in complying with applicable state laws and regulations in those states in which we or the entities in which we own an interest operate. Our natural gas transmission and regulated gathering pipelines have ongoing inspection and compliance programs designed to keep the facilities in compliance with pipeline safety and pollution control requirements. In addition, we are subject to the requirements of the federal Occupational Safety and Health Act, or OSHA, and comparable state statutes, whose purpose is to protect the health and safety of workers, both generally and within the pipeline industry. In addition, the OSHA hazard communication standard, the Environmental Protection Agency, or EPA, community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We and the entities in which we own an interest are also subject to OSHA Process Safety Management and EPA Risk Management Program regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. The OSHA regulations apply to any process that involves a chemical at or above specified thresholds, or any process that involves flammable liquid or gas, pressurized tanks, caverns and wells holding or handling these materials in quantities in excess of 10,000 pounds at various locations. Flammable liquids stored in atmospheric tanks at temperatures below the normal boiling point of the liquids without the benefit of chilling or refrigeration are exempt from these standards. The EPA regulations have similar applicability thresholds. We implement these safety programs, and we have an internal program of inspection designed to monitor and enforce compliance with worker safety requirements. We believe that we are in compliance in all material respects with all applicable laws and regulations relating to worker health and safety. FERC and State Regulation of Operations Federal Energy Regulatory Commission (“FERC”) regulation of interstate natural gas pipelines, the marketing and sale of natural gas in interstate commerce and the transportation of NGLs in interstate commerce may affect certain aspects of our business and the market for our products and services. Regulation of gathering systems and intrastate transportation of natural gas and NGLs by state agencies may also affect our business. Interstate Natural Gas Pipeline Regulation Our Cimarron River, Discovery, Cheyenne Connector, and Dauphin Island Gathering Partners systems, or portions thereof, are some of our natural gas pipeline assets that are subject to regulation by FERC, under the Natural Gas Act of 1938, as amended, or NGA. Natural gas companies subject to the NGA may only charge rates that have been determined to be just and reasonable. In addition, FERC authority over natural gas companies that provide natural gas pipeline transportation services in interstate commerce includes: • • • • • • • • certification and construction of new facilities; abandonment of services and facilities; maintenance of accounts and records; acquisition and disposition of facilities; initiation and discontinuation of transportation services; terms and conditions of transportation services and service contracts with customers; depreciation and amortization policies; conduct and relationship with certain affiliates; and 14 • various other matters. Generally, the maximum filed recourse rates for an interstate natural gas pipeline's transportation services are based on the pipeline's cost of service including recovery of and a return on the pipeline’s actual prudent investment cost. Key determinants in the ratemaking process are costs of providing service, allowed rate of return and volume throughput and contractual capacity commitment assumptions. The allocation of costs to various pipeline services and the manner in which rates are designed also can impact a pipeline's profitability. The maximum applicable recourse rates and terms and conditions for service are set forth in each pipeline’s FERC-approved gas tariff. FERC-regulated natural gas pipelines are permitted to discount their firm and interruptible rates without further FERC authorization down to the minimum rate or variable cost of performing service, provided they do not “unduly discriminate.” Tariff changes can only be implemented upon approval by FERC. Two primary methods are available for changing the rates, terms and conditions of service of an interstate natural gas pipeline. Under the first method, the pipeline voluntarily seeks a tariff change by making a tariff filing with FERC justifying the proposed tariff change and providing notice, generally 30 days, to the appropriate parties. If FERC determines, as required by the NGA, that a proposed change is just and reasonable, FERC will accept the proposed change and the pipeline will implement such change in its tariff. However, if FERC determines that a proposed change may not be just and reasonable as required by NGA, then FERC may suspend such change for up to five months beyond the date on which the change would otherwise go into effect and set the matter for an administrative hearing. Subsequent to any suspension period ordered by FERC, the proposed change may be placed into effect by the company, pending final FERC approval. In most cases, a proposed rate increase is placed into effect before a final FERC determination on such rate increase, and the proposed increase is collected subject to refund (plus interest). Under the second method, FERC may, on its own motion or based on a complaint, initiate a proceeding to compel the company to change or justify its rates, terms and/or conditions of service. If FERC determines that the existing rates, terms and/or conditions of service are unjust, unreasonable, unduly discriminatory or preferential, then any rate reduction or change that it orders generally will be effective prospectively from the date of the FERC order requiring this change. The natural gas industry historically has been heavily regulated; therefore, there is no assurance that a more stringent regulatory approach will not be pursued by FERC and Congress, especially in light of potential market power abuse by marketing companies engaged in interstate commerce. In the Energy Policy Act of 2005, or EPACT 2005, Congress amended the NGA and Federal Power Act to add anti-fraud and anti-manipulation requirements. EPACT 2005 prohibits the use of any “manipulative or deceptive device or contrivance” in connection with the purchase or sale of natural gas, electric energy or transportation subject to FERC jurisdiction. FERC adopted market manipulation and market behavior rules to implement the authority granted under EPACT 2005. These rules, which prohibit fraud and manipulation in wholesale energy markets, are subject to broad interpretation. Given FERC's broad mandate granted in EPACT 2005, if energy prices are high, or exhibit what FERC deems to be “unusual” trading patterns, FERC may investigate energy markets to determine if behavior unduly impacted or “manipulated” energy prices. In addition, EPACT 2005 gave FERC increased penalty authority for violations of the NGA and FERC's rules and regulations thereunder. FERC may issue civil penalties of up to $1 million per day per violation, and violators may be subject to criminal penalties of up to $1 million per violation and five years in prison. FERC may also order disgorgement of profits obtained in violation of FERC rules. FERC relies on its enforcement authority in issuing a number of natural gas enforcement actions. Failure to comply with the NGA and FERC's rules and regulations thereunder could result in the imposition of civil penalties and disgorgement of profits. Under the NGA and the National Environmental Policy Act of 1969, FERC has broad authority to approve the construction of new interstate natural gas pipeline facilities, including imposing environmental conditions on certificates of public convenience and necessity. New pipeline infrastructure projects could face increased scrutiny and enhanced regulatory reviews by federal, state and/or environmental regulators due to an increased focus on climate change policies and the fossil fuel industry. While we do not currently have projects pending that are subject to material risk, any governmental or regulatory actions that place additional burdens and/or costs on future projects, could adversely impact our ability to develop new infrastructure. Intrastate Natural Gas Pipeline Regulation Intrastate natural gas pipeline operations are not generally subject to rate regulation by FERC, but they are subject to regulation by various agencies in the respective states where they are located. While the regulatory regime varies from state to state, state agencies typically require intrastate gas pipelines to provide service that is not unduly discriminatory and to file and/or seek approval of their rates with the agencies and permit shippers to challenge existing rates or proposed rate increases. For 15 example, our Guadalupe system and Gulf Coast Express pipeline are intrastate pipelines regulated as a gas utility by the Railroad Commission of Texas. To the extent that an intrastate pipeline system transports natural gas in interstate commerce, the rates and terms and conditions of such interstate transportation service are subject to FERC rules and regulations under Section 311 of the Natural Gas Policy Act, or NGPA. Certain of our systems are subject to FERC jurisdiction under Section 311 of the NGPA for their interstate transportation services. Section 311 regulates, among other things, the provision of transportation services by an intrastate natural gas pipeline on behalf of a local distribution company or an interstate natural gas pipeline. Under Section 311, rates charged for transportation must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with interest. Rates for service pursuant to Section 311 of the NGPA are generally subject to review and approval by FERC at least once every five years. Additionally, the terms and conditions of service set forth in the intrastate pipeline’s Statement of Operating Conditions are subject to FERC approval. Non-compliance with FERC's rules and regulations established under Section 311 of the NGPA, including failure to observe the service limitations applicable to transportation services provided under Section 311, failure to comply with the rates approved by FERC for Section 311 service, and failure to comply with the terms and conditions of service established in the pipeline’s FERC-approved Statement of Operating Conditions could result in the imposition of civil and criminal penalties. Among other matters, EPACT 2005 also amended the NGPA to give FERC authority to impose civil penalties for violations of the NGPA up to $1 million for any one violation and violators may be subject to criminal penalties of up to $1 million per violation and five years in prison. Gathering Pipeline Regulation Section 1(b) of the NGA exempts natural gas gathering facilities from the jurisdiction of FERC under the NGA. We believe that our natural gas gathering facilities meet the traditional tests FERC has used to establish a pipeline’s status as a gatherer not subject to FERC jurisdiction. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services continues to be a current issue in various FERC proceedings with respect to facilities that interconnect gathering and processing plants with nearby interstate pipelines, so the classification and regulation of our gathering facilities may be subject to change based on future determinations by FERC and the courts. State regulation of gathering facilities generally includes various safety, environmental, and, in many circumstances, nondiscriminatory take requirements and complaint-based rate regulation. Our purchasing, gathering and intrastate transportation operations are subject to ratable take and common purchaser statutes in the states in which they operate. The ratable take statutes generally require gatherers to take, without undue discrimination, natural gas production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes are designed to prohibit discrimination in favor of one producer over another producer or one source of supply over another source of supply. These statutes have the effect of restricting our right as an owner of gathering facilities to decide with whom we contract to purchase or transport natural gas. Natural gas gathering may receive greater regulatory scrutiny at both the state and federal levels where FERC has recognized a jurisdictional exemption for the gathering activities of interstate pipeline transmission companies and a number of such companies have transferred gathering facilities to unregulated affiliates. Many of the producing states have adopted some form of complaint-based regulation that generally allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to natural gas gathering access and rate discrimination. Our gathering operations could be adversely affected should they be subject in the future to the application of state or federal regulation of rates and services. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict what effect, if any, such changes might have on our operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes. Sales of Natural Gas The price at which we buy and sell natural gas currently is not subject to federal regulation and, for the most part, is not subject to state regulation. However, with regard to our interstate purchases and sales of natural gas, and any related hedging activities that we undertake, we are required to observe anti-market manipulation laws and related regulations enforced by FERC and/or the Commodity Futures Trading Commission, or CFTC. Should we violate the anti-market manipulation laws and regulations, in additional to civil and criminal penalties, we could be subject to related third party damage claims by, among others, market participants, sellers, royalty owners and taxing authorities. Our sales of natural gas are affected by the availability, terms and cost of pipeline transportation. As noted above, the price and terms of access to pipeline transportation are subject to extensive federal and state regulation. FERC is continually 16 proposing and implementing new rules and regulations affecting those segments of the natural gas industry, most notably interstate natural gas transmission companies that remain subject to FERC jurisdiction. These initiatives also may affect the intrastate transportation of natural gas under certain circumstances. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural gas industry. We cannot predict the ultimate impact of these regulatory changes to our natural gas marketing operations. Interstate NGL Pipeline Regulation Certain of our pipelines, including Sand Hills and Southern Hills, are common carriers that provide interstate NGL transportation services subject to FERC regulation. FERC regulates interstate common carriers under its Oil Pipeline Regulations, the Interstate Commerce Act of 1887, as amended, or ICA, and the Elkins Act of 1903, as amended. FERC requires that common carriers file tariffs containing all the rates, charges and other terms for services provided by such pipelines. The ICA requires that tariffs apply to the interstate movement of NGLs, as is the case with the Sand Hills, Southern Hills, Black Lake, Wattenberg and Front Range pipelines. Pursuant to the ICA, rates must be just, reasonable, and nondiscriminatory, and can be challenged at FERC either by protest when they are initially filed or increased or by complaint at any time they remain on file with FERC. In October 1992, Congress passed EPACT, which among other things, required FERC to issue rules establishing a simplified and generally applicable ratemaking methodology for pipelines regulated by FERC pursuant to the ICA. FERC responded to this mandate by issuing several orders, including Order No. 561 that enables common carrier pipelines to charge rates up to their ceiling levels, which are adjusted annually based on an inflation index. Specifically, the indexing methodology requires a pipeline to adjust the ceiling level for its rates annually by the inflation index established by the FERC. FERC reviews the indexing methodology every five years, and in 2020, the indexing methodology for the five years beginning July 1, 2021 was changed to be the Producer Price Index for Finished Goods plus 0.78%. The previous 5-year index was the Producer Price Index for Finished Goods plus 1.23%. The FERC decision establishing the new index is subject to multiple rehearing requests challenging the methodology. If FERC reconsiders the methodology as a result of the rehearing requests, the index effective July 1, 2021, could be substantially decreased. We cannot anticipate the outcome of the proceeding. Rate increases made pursuant to the indexing methodology are subject to protest, but such protests must show that the portion of the rate increase resulting from application of the index is substantially in excess of the pipeline’s increase in costs from the previous year. If the indexing methodology results in a reduced ceiling level that is lower than a pipeline’s filed rate, the pipeline is required to reduce its rate to comply with the lower ceiling unless doing so would reduce a rate “grandfathered” under EPACT below the grandfathered level. A pipeline must, as a general rule, utilize the indexing methodology to change its rates. FERC, however, retained cost-of-service ratemaking, market-based rates, and settlement as alternatives to the indexing approach, which alternatives may be used in certain specified circumstances. The ceiling levels calculated for our interstate NGL pipelines are typically increased each year pursuant to the indexing methodology, but may be subject to decrease, which occurred in 2016 and resulted in the decrease in the tariff rates for many such pipelines. The index effective July 1, 2021 may be negative based on estimates of the Producer’s Price Index for Finished Goods. The ceiling levels for our interstate NGL pipelines may be decreased as a result. Intrastate NGL Pipeline Regulation NGL and other common carrier petroleum pipelines that provide intrastate transportation services are subject to regulation by various agencies in the respective states where they are located. While the regulatory regime varies from state to state, state agencies typically require intrastate petroleum pipelines to file tariffs and their rates with the agencies and permit shippers to challenge existing rates or proposed rate increases. For example, certain of our pipelines have tariffs filed with the Railroad Commission of Texas for their intrastate NGL transportation services. Environmental Matters General Our operation of pipelines, plants and other facilities for gathering, compressing, treating, processing, transporting, fractionating, storing or selling natural gas, NGLs and other products is subject to stringent and complex federal, state and local laws and regulations governing the emission or discharge of materials into the environment or otherwise relating to the protection of the environment. As an owner or operator of these facilities, we must comply with these laws and regulations at the federal, state and local levels. These laws and regulations can restrict or impact our business activities in many ways, such as: 17 • • • • • • requiring the acquisition of permits or authorizations to conduct regulated activities and imposing obligations in those permits, potentially including capital expenditures or operational requirements, that reduce or limit impacts to the environment; requiring changes or additions to our equipment or facilities, or changes to our operations, pursuant to government-promulgated regulations to protect the environment, including air quality; restricting the ways that we can handle or dispose of our wastes; limiting or prohibiting construction or operational activities in sensitive areas such as wetlands, coastal regions or areas inhabited by threatened and endangered species; requiring remedial action to mitigate pollution conditions caused by our operations or attributable to former operations; and enjoining, or compelling changes to, the operations of facilities deemed not to be in compliance with environmental regulations or with permits issued pursuant to such environmental laws and regulations. Failure to comply with these laws and regulations may trigger a variety of administrative, civil, or potentially criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, potential citizen lawsuits, and the issuance of orders enjoining or affecting current or future operations. Certain environmental statutes impose strict liability or joint and several liability for costs required to clean up and restore sites where hazardous substances, or in some cases hydrocarbons, have been disposed or otherwise released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for property damage or personal injury allegedly caused by the release of substances or other waste products into the environment. The overall trend in federal and state environmental programs is to expand regulatory requirements, placing more restrictions and limitations on activities that may affect the environment. Thus, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations, participate as applicable in the public process to ensure such new requirements are well founded and reasonable or to revise them if they are not, and to manage the costs of such compliance. We also actively participate in industry groups that help formulate recommendations for addressing existing or future regulations. We do not believe that compliance with federal, state or local environmental laws and regulations will have a material adverse effect on our business, financial position or results of operations. Below is a discussion of the more significant environmental laws and regulations that relate to our business. Impact of Air Quality Standards and Climate Change A number of states have adopted or considered programs to reduce “greenhouse gases,” or GHGs, which can include methane, and, depending on the particular program or jurisdiction, we could be required to purchase and surrender allowances, either for GHG emissions resulting from our operations (e.g., compressor units) or from downstream combustion of fuels (e.g., oil or natural gas) that we process, or we may otherwise be required by regulation to take steps to reduce emissions of GHGs. Also, the EPA has declared that GHGs “endanger” public health and welfare, and is regulating GHG emissions from mobile sources such as cars and trucks. The EPA's 2010 action on the GHG vehicle emission rule triggered regulation of carbon dioxide and other GHG emissions from stationary sources under certain Clean Air Act programs at both the federal and state levels, including the Prevention of Significant Deterioration (“PSD”) program and Title V permitting. In 2016, the EPA proposed a rule to revise the PSD and Title V permitting regulations applicable to GHGs in response to a 2014 U.S. Supreme Court decision and subsequent D.C. Circuit decision striking down its 2011 rules. The proposed revisions required that major sources of non-GHG air pollutants, such as volatile organic compounds or nitrogen oxides, which also emit 100,000 tons per year or more of CO equivalent (or modifications of these sources that result in an increase of emissions of 75,000 tons per year or more of CO equivalent), obtain permits addressing emissions of greenhouse gases. The EPA has not acted to finalize this proposed rule. The EPA also has published various rules relating to the mandatory reporting of GHG emissions, including mandatory reporting requirements of GHGs from petroleum and natural gas systems. In October 2015, the EPA amended and expanded greenhouse gas reporting requirements to all segments of the oil and gas sector starting with the 2016 reporting year. In June 2016, the EPA published final new source performance standards (“NSPS”) for methane (a greenhouse gas) from new and modified oil and gas sector sources. These regulations expand upon the 2012 EPA rulemaking for oil and gas equipment-specific emissions controls, for example, regulating well head production emissions with leak detection and repair requirements, pneumatic controllers and pumps requirements, compressor requirements, and instituting leak detection and repair requirements for natural gas compressor and booster stations for the first time. In June 2017, the EPA published a 2 2 18 proposed rule to stay certain requirements of the 2016 NSPS rule for two years while it completes reconsideration of certain aspects of the rule and reviews the entire rule, and in October 2018, the EPA published certain proposed revisions to the NSPS regulation for methane. In August 2019, the EPA proposed amendments to the 2012 and 2016 NSPS for the oil and gas industry by removing transmission and storage infrastructure from regulation of methane emissions and other VOCs and rescinding methane requirements for oil and gas production and processing equipment. The EPA also proposed, as an alternative, to rescind the methane requirements for oil and gas sources altogether. On September 14 and 15, 2020, the EPA finalized amendments to the 2012 and 2016 NSPS that, among other things: 1) removed the transmission and storage segment of the oil and gas industry from regulation and rescinded emissions standards for that sector; 2) rescinded methane standards; and 3) made technical corrections. The EPA has not yet issued the final rule, but once it has, judicial challenges are expected. However, the Biden administration has identified these amendments for review. In October 2015, the EPA finalized a reduction of the ambient ozone standard from 75 parts per billion to 70 parts per billion under the Clean Air Act, and in December 2018 EPA published a final rule “Implementation of the 2015 National Ambient Air Quality Standards for Ozone: Nonattainment Area State Implementation Plan Requirements.” The 2015 Ozone standard was challenged in the U.S. Circuit Court of Appeals for the District of Columbia. In August 2019, the court upheld the health- based ozone standards but remanded back to the EPA other aspects of the rule. The 2015 Ozone standard is being implemented pursuant to the December 2018 final implementation rule. The EPA in October 2016 issued Control Techniques Guidelines for emissions of volatile organic compounds from oil and gas sector sources that were to be implemented or utilized by states in ozone nonattainment areas, with an expected co-benefit of reduced methane emissions, and in March 2018 EPA published a proposal to withdraw the Control Techniques Guidelines (though no action has been taken on this proposed withdrawal). On December 31, 2020, the EPA issued a final rule retaining the 2015 standard, including responding to the remand from the D.C. Circuit court. The Clean Air Act imposes substantial potential civil and criminal penalties for non-compliance. State laws for the control of air pollution also provide varying administrative, civil and potentially criminal penalties and liabilities. The permitting, regulatory compliance and reporting programs, taken as a whole, increase the costs and complexity of oil and gas operations with potential to adversely affect the cost of doing business for our customers resulting in reduced demand for our gas processing and transportation services, and which may also require us to incur certain capital and operating expenditures in the future to meet regulatory requirements or for air pollution control equipment, for example, in connection with obtaining and maintaining operating permits and approvals for air emissions associated with our facilities and operations. Hazardous Substances and Waste Our operations are subject to environmental laws and regulations relating to the management and release of hazardous substances, or solid or hazardous wastes, or petroleum hydrocarbons. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste, and may impose strict liability or joint and several liability for the investigation and remediation of areas at a facility where hazardous substances, or in some cases hydrocarbons, may have been released or disposed. For instance, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, or CERCLA, also known as the Superfund law, and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred and companies that disposed or arranged for the disposal of the hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to public health or the environment and to seek to recover from the responsible parties the costs that the agency incurs. Despite the “petroleum exclusion” of CERCLA Section 101(14), which encompasses natural gas, we may nonetheless handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of our ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment. We also generate solid wastes, including hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act, as amended, or RCRA, and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain petroleum and natural gas production wastes are excluded from RCRA’s hazardous waste regulations. However, it is possible that these wastes, which could include wastes currently generated during our operations, may in the future be designated by the EPA as hazardous wastes and therefore be subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations could have a material adverse effect on our sustaining capital expenditures and operating expenses. 19 We currently own or lease properties where petroleum hydrocarbons are being or have been handled for many years. Although we have utilized operating and disposal practices that were standard in the industry at the time, petroleum hydrocarbons or other wastes may have been disposed of or released on or under the properties owned or leased by us, or on or under the other locations where these petroleum hydrocarbons and wastes have been taken for treatment or disposal. In addition, certain of these properties may have been operated by third parties whose treatment and disposal or release of petroleum hydrocarbons or other wastes was not under our control. These properties and wastes disposed or released thereon may be subject to CERCLA, RCRA and analogous state laws, or separate state laws that address hydrocarbon releases. Under these laws, we could be required to remove or remediate releases of hydrocarbon materials, or previously disposed wastes (including wastes disposed of or released by prior owners or operators), or to clean up contaminated property (including contaminated groundwater) or to perform remedial operations to prevent future contamination. We are not currently aware of any facts, events or conditions relating to the application of such requirements that could reasonably have a material impact on our financial condition or results of operations. Water The Federal Water Pollution Control Act of 1972, as amended, also referred to as the Clean Water Act, or CWA, and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into navigable waters. Pursuant to the CWA and analogous state laws, permits must be obtained to discharge pollutants into state and federal waters. The CWA also requires implementation of spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” in connection with on-site storage of threshold quantities of oil or certain other materials. The CWA imposes substantial potential civil and criminal penalties for non-compliance. State laws for the control of water pollution also provide varying administrative, civil and potentially criminal penalties and liabilities. In addition, some states maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater. The EPA has also promulgated regulations that require us to have permits in order to discharge certain storm water. The EPA has entered into agreements with certain states in which we operate whereby the permits are issued and administered by the respective states. These permits may require us to monitor and sample the storm water discharges. We are not currently aware of any facts, events or conditions relating to the application of such requirements that could reasonably have a material impact on our financial condition or results of operations. The Oil Pollution Act of 1990, or OPA, which is part of the Clean Water Act, addresses prevention, containment and cleanup, and liability associated with oil pollution. OPA applies to vessels, offshore platforms, and onshore facilities, including natural gas gathering and processing facilities, terminals, pipelines, and transfer facilities. OPA subjects owners of such facilities to strict liability for containment and removal costs, natural resource damages, and certain other consequences of oil spills into jurisdictional waters. Any unpermitted release of petroleum or other pollutants from our operations could result in government penalties and civil liability. We are not currently aware of any facts, events or conditions relating to the application of such requirements that could reasonably have a material impact on our financial condition or results of operations. Anti-Terrorism Measures The United States Department of Homeland Security regulates the security of chemical and industrial facilities pursuant to regulations known as the Chemical Facility Anti-Terrorism Standards. These regulations apply to oil and gas facilities, among others, that are deemed to present “high levels of security risk.” Pursuant to these regulations, certain of our facilities are required to comply with certain regulatory provisions, including requirements regarding inspections, audits, recordkeeping, and protection of chemical-terrorism vulnerability information. Human Capital Management We recognize that our continued ability to attract and retain highly skilled employees, while maintaining an industry-leading corporate culture, helps to ensure our long-term competitive advantage and the ability to create value for our unitholders. We take pride in our dedicated efforts to create and support a vibrant and safe culture that provides opportunities for our employees to thrive professionally and in their communities. We are committed to promoting an organizational culture that encourages the highest ethical standards of personal, professional, and business conduct. Our commitment to our purpose of building connections to enable better lives, our vision of being the safest, most reliable, low-cost midstream service provider; and our cultural hallmarks of trust, connection, inspiration, problem-solving, and achievement guide our actions and behaviors. Dedication to our cultural hallmarks are weighted equally to the performance metrics utilized in each leader’s and employee’s annual review process, ensuring that what we do matters as much as how we do it. 20 Our operations and activities are managed by our general partner, DCP Midstream GP, LP, which is managed by its general partner, DCP Midstream GP, LLC, (the “General Partner”), which is 100% owned by DCP Midstream, LLC. We do not have any employees. As of December 31, 2020, 1,837 employees of DCP Services, LLC, a wholly-owned subsidiary of DCP Midstream, LLC, provided support for our operations pursuant to the Services and Employee Secondment Agreement between DCP Services, LLC and us (the “Services Agreement”). For additional information, refer to Item 10. “Directors, Executive Officers and Corporate Governance” and Item 13. “Certain Relationships and Related Transactions, and Director Independence” in this Annual Report on Form 10-K. Benefits and compensation Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our goals and create long term value for our unitholders. We incentivize our employees by providing market competitive total compensation packages, including salaries, bonuses, opportunities for equity ownership, and benefits, including comprehensive medical plan options; dental, vision and life insurance; 401(k) savings and retirement matches; 401(k) contributions; vacation, sick, personal and wellness days; tuition and gym membership reimbursement, legal insurance, employee-matching charitable gifts program, an employee assistance program and additional programs through DCP Perks. Training and development We are dedicated to the continual growth of our employees through training and development programs. We provide growth opportunities to all employees through programs ranging from individual development plans, rotational programs, tuition reimbursement, and a focused effort on succession planning tailored to each employee’s unique vision of success. Our performance development review and talent development process is one in which managers provide regular feedback and coaching to assist with the development of our employees, including the use of individual development plans to assist with individual career development. Health and Wellness We provide our employees with access to a variety of innovative, flexible and convenient health and wellness programs. These programs are designed to support employees' physical and mental health through tools and resources to help them improve their health and encourage engagement in healthy behaviors. Inclusion and Diversity We are committed to advancing inclusion and diversity (“I&D”) in our workplace and driving accountability for progress throughout the Company. Our senior management team and the board of directors of our General Partner are dedicated to maintaining an inclusive workplace that is free from harassment and discrimination and providing advancement opportunities for all employees. In 2020, we established an internal I&D committee that is comprised of over 100 volunteers, and sponsored by our Chief Executive Officer ("CEO") and Chief Human Resources Officer ("CHRO"), the purpose of which is "to create equity and belonging for everyone, everywhere”. To inform the recommended actions of the I&D committee, we conducted a voluntary, company-wide inclusion survey with an 89% response rate, and a belonging score of 75, both higher than external benchmarks. Additionally, we support a variety of internal employee resource groups, including our Young Professionals Network, DCP Veterans, the Leadership Development Network, and the Business Women’s Network. Notably, in the fourth quarter of 2020, we appointed the first female director to the board of directors of our General Partner. General We make certain filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments and exhibits to those reports, which are available free of charge on the internet at www.sec.gov or through our website, www.dcpmidstream.com, as soon as reasonably practicable after they are filed with the SEC. Our annual reports to unitholders, press releases and recent analyst presentations are also available free of charge on our website. We have also posted our Code of Business Ethics, board committee charts and other corporate governance documents on our website. Our website and the information contained on that site, or connected to that site, are not incorporated by reference into this report. 21 Item 1A. Risk Factors Risk Factors Summary The following is a summary of the principal risk factors associated with our Units that could adversely affect our business, operations and financial results. These risks are discussed more extensively in Part 1, Item 1A herein. These risks include, but are not limited to, the following: Risks Related to Our Business and Industry Risks Related to Our Operations • We face numerous risks related to the COVID-19 pandemic, which could have a material adverse effect on our business, financial condition, • liquidity, results of operations and prospects. The ability or willingness of OPEC+ and other oil exporting nations to set, maintain and enforce production levels has a significant impact on oil, gas and NGL commodity prices, which could have a material adverse effect on our business, financial condition, liquidity and results of operations. • Market conditions, including commodity prices, may impact our earnings, financial condition and cash flows. • We could incur losses due to impairment in the carrying value of our goodwill or long-lived assets. • A reduction in demand for NGL products by the petrochemical, refining or other industries or by the fuel markets could materially adversely affect our results of operations and financial condition. • We depend on certain natural gas producer customers for a significant portion of our supply of natural gas and NGLs. • Because of the natural decline in production from existing wells, our success depends on our ability to obtain new sources of supplies of natural gas and NGLs. Third party pipelines and other facilities interconnected to our natural gas and NGL pipelines and facilities may become unavailable to transport, process or produce natural gas and NGLs. • • We may incur significant costs and liabilities resulting from implementing and administering pipeline and asset integrity programs and related repairs. • Our assets and operations, and related upstream and downstream operations, can be affected by weather, weather-related conditions and other natural phenomena. • We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner, to enable us to continue to make cash distributions to our unitholders. • We have partial ownership interests in various joint ventures, which could adversely affect our ability to operate and control these entities. In addition, we may be unable to control the amount of cash we will receive from the operation of these entities and we could be required to contribute significant cash to fund our share of their operations, which could adversely affect our ability to distribute cash to our unitholders. • Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. Risks Related to Our Strategy • We may not be able to grow or effectively manage our growth. Legal, Regulatory and Technology Risks • Federal executive, legislative, and regulatory initiatives relating to oil and gas operations could adversely affect our operations and those of our third-party customers. State and local legislative and regulatory initiatives relating to oil and gas operations including legislative and regulatory initiatives in New Mexico and Colorado could adversely affect our third-party customers’ production and, therefore, adversely impact our midstream operations. • We may incur significant costs and liabilities in the future resulting from a failure to comply with existing or new environmental regulations or an • • accidental release of hazardous substances or hydrocarbons into the environment. Recently proposed or finalized rules imposing more stringent requirements on the oil and gas industry could cause our customers and us to incur increased capital expenditures and operating costs as well as reduce the demand for our services. • We may incur significant costs in the future associated with proposed climate change regulation and legislation. • Increased regulation of hydraulic fracturing could result in reductions, delays or increased costs in drilling and completing new oil and natural gas wells, which could adversely impact our revenues by decreasing the volumes of natural gas and natural gas liquids that we gather, process and transport. • Our increasing dependence on digital technology puts us at risk for a cyber incident that could result in information theft, data corruption, operational disruption or financial loss. • Our business could be negatively impacted by security threats, including cybersecurity threats, terrorist attacks, the threat of terrorist attacks and related disruptions. 22 Risks Related to Our Indebtedness • A downgrade of our credit rating could impact our liquidity, access to capital and our costs of doing business, and independent third parties determine our credit ratings outside of our control. • Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. • Restrictions in our debt agreements may limit our ability to make distributions to unitholders and may limit our ability to capitalize on acquisitions and other business opportunities. • Our significant indebtedness and the restrictions in our debt agreements may adversely affect our future financial and operating flexibility. • It is unclear how changes in the regulation of LIBOR or the discontinuation of LIBOR all together may affect our financing costs in the future. Risks Inherent in an Investment in Our Units • Conflicts of interest may exist between our individual unitholders and DCP Midstream, LLC, the owner of our general partner, which has sole responsibility for conducting our business and managing our operations. • DCP Midstream, LLC and its affiliates are not limited in their ability to compete with us, which could cause conflicts of interest and limit our ability to acquire additional assets or businesses, which in turn could adversely affect our results of operations and cash available for distribution to our unitholders. • Our Partnership Agreement limits our general partner’s fiduciary duties to holders of our units. • Our Partnership Agreement restricts the remedies available to holders of our units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. • Holders of our units have limited voting rights and are not entitled to elect our general partner or its directors. • Our units may experience price volatility. • Our Partnership Agreement restricts the voting rights of our unitholders owning 20% or more of any class of our units. • We may generally issue additional units, including units that are senior to our common units, without our unitholders’ approval, which would dilute our unitholders’ existing ownership interests. • Our general partner including its affiliates may sell units in the public or private markets, which could reduce the market price of our outstanding common units. Tax Risks to Unitholders • Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our being subject to minimal entity-level taxation by individual states. If the Internal Revenue Service, or IRS, were to treat us as a corporation for federal income tax purposes, or we become subject to a material amount of entity-level taxation for state tax purposes, it would substantially reduce the amount of cash available for distribution to our unitholders. The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. • • Unitholders may be subject to state and local taxes and return filing requirements in states where they do not live as a result of investing in our units. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations and cash flows. Limited partner interests are inherently different from capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in similar businesses. You should consider carefully the following risk factors together with all of the other information included in this Annual Report on Form 10-K for the year ended December 31, 2020 in evaluating an investment in our common units. If any of the following risks were actually to occur, our business, financial condition or results of operations could be materially affected. In that case, we might not be able to pay distributions on our units, the trading price of our units could decline and you could lose all or part of your investment. 23 Risks Related to Our Business and Industry Risks Related to Our Operations We face numerous risks related to the COVID-19 pandemic, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. Since the beginning of 2020, the COVID-19 pandemic has spread across the globe and disrupted economies around the world, including the oil, gas and NGL industry in which we operate. The rapid spread of the virus has led to the implementation of various responses, including federal, state and local government-imposed quarantines, shelter-in-place mandates, sweeping restrictions on travel, and other public health and safety measures. The extent to which the COVID-19 pandemic impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the pandemic, additional or modified government actions, new information which may emerge concerning the severity of COVID-19, and the actions taken to contain the spread of COVID-19 and treat its impact, among others. Some factors from the COVID-19 pandemic that could have an adverse effect on our business, financial condition, liquidity and results of operations, include: third-party effects, including contractual and counterparty risk; supply/demand market and macro-economic forces; lower commodity prices; unavailable storage capacity and operational effects, including curtailments and shut-ins; decreased utilization and rates for our assets and services impact on liquidity and access to capital markets; • • • • • • • workforce reductions and furloughs; and • federal, state and local actions. The COVID-19 pandemic continues to evolve, and the extent to which the pandemic may impact business, financial condition, liquidity, results of operations and prospects will depend highly on future developments, which are very uncertain and cannot be predicted with confidence. Additionally, the extent and duration of the impact of COVID-19 pandemic on our unit price is uncertain and may make us look less attractive to investors and, as a result, there may be a less active trading market for our units, our unit prices may be more volatile, and our ability to raise capital could be impaired. The ability or willingness of OPEC+ and other oil exporting nations to set, maintain and enforce production levels has a significant impact on oil, gas and NGL commodity prices, which could have a material adverse effect on our business, financial condition, liquidity and results of operations. OPEC+ is an intergovernmental organization that seeks to manage the price and supply of oil on the global energy market. Actions taken by OPEC member countries, including those taken alongside other oil exporting nations, have a significant impact on global oil supply and pricing. In March 2020, members of OPEC+ met to discuss how to respond to the potential market effects of the COVID-19 pandemic. The meeting ended on March 6, 2020, as Saudi Arabia failed to convince Russia to accept a reduction in production to offset falling demand due to slowing economic activity during the COVID-19 pandemic. In response to Russia’s refusal to accept the production cut, Saudi Arabia announced an immediate reduction in its export prices and Russia announced that all previously agreed oil production cuts would expire on April 1, 2020. These actions led to an immediate and steep decrease in global oil prices. In early April 2020, in response to significantly depressed global oil prices, 23 countries, led by Saudi Arabia, Russia and the United States, committed to withhold collectively 9.7 million barrels a day of oil from global markets, which constitutes over 13% of world oil production. There can be no assurance that the production cuts will have the intended effects, including a stabilization of oil prices. The COVID-19 pandemic has destroyed global oil demand to an unprecedented degree, and there can be no assurance that the production cuts will be sufficient to prevent or mitigate an over-supplied oil market and further decreases in oil prices. Further, there are limited enforcement mechanisms related to the production cuts, and in connection with past production cuts OPEC+ has at times failed to enforce its own production limits with no official mechanism for punishing member countries that do not comply. There can be no assurance that OPEC+ member countries will abide by the quotas or that OPEC+ will enforce the quotas. Additionally, certain other countries that agreed to hold back production but are not OPEC+ member countries, were not asked to impose production cuts on their oil producers, but instead the decrease in production will be effectuated through market forces, as companies tend to cut production voluntarily when prices drop. For such countries, there can be no assurance that oil producers will react in the desired manner or that the market will behave as expected. Uncertainty regarding the 24 effectiveness and enforcement of the production cuts is likely to lead to increased volatility in the supply and demand of oil, gas and NGLs and the price of oil, gas and NGLs, which could lead to continued reduced demand for oil, gas and NGLs and negatively affect the market prices of our products, all of which could materially and adversely affect our business, results of operations, financial condition and liquidity. Our cash flow is affected by natural gas, NGL and crude oil prices. Our business is affected by natural gas, NGL and crude oil prices. The prices of natural gas, NGLs and crude oil have historically been volatile, and we expect this volatility to continue. The level of drilling activity is dependent on economic and business factors beyond our control. Among the factors that impact drilling decisions are commodity prices, the liquids content of the natural gas production, drilling requirements for producers to hold leases, the cost of finding and producing natural gas and crude oil and the general condition of the financial markets. Commodity prices experienced volatility during 2020, as illustrated by the following table: Commodity: NYMEX Natural Gas ($/MMBtu) NGLs ($/Gallon) Crude Oil ($/Bbl) Year Ended December 31, 2020 Daily High Daily Low December 31, 2020 $ $ $ 3.35 $ 0.60 $ 63.27 $ 1.48 $ 0.19 $ (37.63) $ 2.54 0.60 48.52 Market conditions, including commodity prices, may impact our earnings, financial condition and cash flows. The markets and prices for natural gas, NGLs, condensate and crude oil depend upon factors beyond our control and may not always have a close relationship. These factors include supply of, and demand for, these commodities, which fluctuate with changes in domestic and export markets and economic conditions and other factors, including: • • • • • • • • the level of domestic and offshore production; the availability of natural gas, NGLs and crude oil and the demand in the U.S. and globally for these commodities; a general downturn in economic conditions; the impact of weather, including abnormally mild or extreme winter or summer weather that cause lower or higher energy usage for heating or cooling purposes, respectively, or extreme weather that may disrupt our operations or related upstream or downstream operations; actions taken by foreign oil and gas producing and importing nations; the availability of local, intrastate and interstate transportation systems and condensate and NGL export facilities; the availability and marketing of competitive fuels; and the extent of governmental regulation and taxation. The primary natural gas gathering and processing arrangements that expose us to commodity price risk are our percent-of-proceeds arrangements. Under percent-of-proceeds arrangements, we generally purchase natural gas from producers for an agreed percentage of the proceeds from the sale of residue gas and/or NGLs resulting from our processing activities, and then sell the resulting residue gas and NGLs at market prices. Under these types of arrangements, our revenues and our cash flows increase or decrease, whichever is applicable, as the price of natural gas and NGLs fluctuate. The amount of natural gas we gather, compress, treat, process, transport, store and sell, or the NGLs we produce, fractionate, transport, store and sell, may be reduced if the pipelines, storage and fractionation facilities to which we deliver the natural gas or NGLs are capacity constrained and cannot, or will not, accept the natural gas or NGLs or we may be required to find alternative markets and arrangements for our natural gas and NGLs. The natural gas we gather, compress, treat, process, transport, sell and store, or the NGLs we produce, fractionate, transport, sell and store, are delivered into pipelines for further delivery to end-users, including fractionation facilities. If these pipelines, storage and fractionation facilities cannot, or will not, accept delivery of the gas or NGLs due to capacity constraints or changes in interstate pipeline gas quality specifications, we may be forced to limit or stop the flow of gas or NGLs through our pipelines and processing, treating, and fractionation facilities. We have long and short-term arrangements with facilities to fractionate our NGL production; however, additional fractionation capacity may be limited to the extent current and planned fractionation facilities experience delays in construction, significant mechanical or other problems arise at existing facilities, or 25 such facilities otherwise become unavailable to us due to unforeseen circumstances. As a result, we may be required to find alternative markets and arrangements for our production and for fractionation, and such alternative markets and arrangements may not be available on favorable terms, or at all. Additionally, capacity constraints may impact production volumes from our producer customers and/or transportation volumes from our third-party NGL customers if there is insufficient fractionation or storage capacity to handle all of their projected volumes. Any number of factors beyond our control could cause such interruptions or constraints, including fully utilized capacity, necessary and scheduled maintenance, or unexpected damage to the pipelines. Because our revenues and net operating margins depend upon (i) the volumes of natural gas we process, gather and transmit, (ii) the throughput of NGLs through our transportation, fractionation and storage facilities and (iii) the volume of natural gas we gather and transport, any reduction of volumes could adversely affect our operations and cash flows available for distribution to our unitholders. Our NGL pipelines could be adversely affected by any decrease in NGL prices relative to the price of natural gas. The profitability of our NGL pipelines is dependent on the level of production of NGLs from processing plants. When natural gas prices are high relative to NGL prices, it is less profitable to process natural gas because of the higher value of natural gas compared to the value of NGLs and because of the increased cost (principally that of natural gas as a feedstock and fuel) of separating the NGLs from the natural gas. As a result, we may experience periods in which higher natural gas prices relative to NGL prices reduce the volume of natural gas processed at plants connected to our NGL pipelines, and reduce the amount of NGL extraction, which would decrease the volumes and gross margins attributable to our NGL pipelines and NGL storage facilities. Our hedging activities and the application of fair value measurements may have a material adverse effect on our earnings, profitability, cash flows, liquidity and financial condition. We are exposed to risks associated with fluctuations in commodity prices. The extent of our commodity price risk is related largely to the effectiveness and scope of our hedging activities. For example, the derivative instruments we utilize are based on posted market prices, which may differ significantly from the actual natural gas, NGL and condensate prices that we realize in our operations. To mitigate a portion of our cash flow exposure to fluctuations in the price of natural gas and NGLs, we have entered into derivative financial instruments relating to the future price of natural gas and NGLs, as well as crude oil. Furthermore, we have entered into derivative transactions related to only a portion of the volume of our expected natural gas supply and production of NGLs and condensate from our processing plants; as a result, we will continue to have direct commodity price risk to the portion not covered by derivative transactions. Our actual future production may be significantly higher or lower than we estimate at the time we entered into the derivative transactions for that period. If the actual amount is higher than we estimate, we will have greater commodity price risk than we intended. If the actual amount is lower than the amount that is subject to our derivative financial instruments, we might be forced to satisfy all or a portion of our derivative transactions without the benefit of the cash flow from our sale of the underlying physical commodity, reducing our liquidity. We record all of our derivative financial instruments at fair value on our balance sheet primarily using information readily observable within the marketplace. In situations where market observable information is not available, we may use a variety of data points that are market observable, or in certain instances, develop our own expectation of fair value. We will continue to use market observable information as the basis for our fair value calculations; however, there is no assurance that such information will continue to be available in the future. In such instances, we may be required to exercise a higher level of judgment in developing our own expectation of fair value, which may be significantly different from the historical fair values, and may increase the volatility of our earnings. We will continue to evaluate whether to enter into any new derivative arrangements, but there can be no assurance that we will enter into any new derivative arrangement or that our future derivative arrangements will be on terms similar to our existing derivative arrangements. Additionally, although we enter into derivative instruments to mitigate a portion of our commodity price risk, we also forego the benefits we would otherwise experience if commodity prices were to change in our favor. Our derivative instruments may require us to post collateral based on predetermined collateral thresholds. Depending on the movement in commodity prices, the amount of posted collateral required may increase, reducing our liquidity. 26 Our hedging activities may not be as effective as we intend and may actually increase the volatility of our earnings and cash flows. In addition, even though our management monitors our hedging activities, these activities can result in material losses. Such losses could occur under various circumstances, including if a counterparty does not or is unable to perform its obligations under the applicable derivative arrangement, the derivative arrangement is imperfect or ineffective, or our risk management policies and procedures are not properly followed or do not work as planned. We could incur losses due to impairment in the carrying value of our long-lived assets. We periodically evaluate goodwill and long-lived assets for impairment. Our impairment analyses for long-lived assets require management to apply judgment in evaluating whether events and circumstances are present that indicate an impairment may have occurred. If we believe an impairment may have occurred judgments are then applied in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. To perform the impairment assessment for goodwill, we primarily use a discounted cash flow analysis, supplemented by a market approach analysis. Key assumptions in the analysis include the use of an appropriate discount rate, terminal year multiples, and estimated future cash flows including an estimate of operating and general and administrative costs. In estimating cash flows, we incorporate current market information (including forecasted volumes and commodity prices), as well as historical and other factors. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to impairment charges. Adverse changes in our business or the overall operating environment, such as lower commodity prices, may affect our estimate of future operating results, which could result in future impairment due to the potential impact on our operations and cash flows. A reduction in demand for NGL products by the petrochemical, refining or other industries or by the fuel markets could materially adversely affect our results of operations and financial condition. The NGL products we produce have a variety of applications, including as heating fuels, petrochemical feedstocks and refining blend stocks. A reduction in demand for NGL products, whether because of general or industry specific economic conditions, new government regulations, global competition, reduced demand by consumers for products made with NGL products (for example, reduced petrochemical demand observed due to lower activity in the automobile and construction industries), increased competition from petroleum-based feedstocks due to pricing differences, mild winter weather for some NGL applications or other reasons, could result in a decline in the volume of NGL products we handle or reduce the fees we charge for our services. Volumes of natural gas dedicated to our systems in the future may be less than we anticipate. If the reserves connected to our gathering systems are less than we anticipate and we are unable to secure additional sources of natural gas, then the volumes of natural gas on our systems in the future could be less than we anticipate. We depend on certain natural gas producer customers for a significant portion of our supply of natural gas and NGLs. We identify as primary natural gas suppliers those suppliers individually representing 10% or more of our total natural gas and NGLs supply. We have no natural gas supplier representing 10% or more of our total natural gas supply as of December 31, 2020. While some of these customers are subject to long-term contracts, we may be unable to negotiate extensions or replacements of these contracts on favorable terms, if at all. The loss of all or even a portion of the natural gas and NGL volumes supplied by these customers, as a result of competition or otherwise, could have a material adverse effect on our business. Because of the natural decline in production from existing wells, our success depends on our ability to obtain new sources of supplies of natural gas and NGLs. Our gathering and transportation pipeline systems are connected to, or dependent, on the level of production from natural gas and crude wells, from which production will naturally decline over time. As a result, our cash flows associated with these wells will also decline over time. In order to maintain or increase throughput levels on our gathering and transportation pipeline systems and NGL pipelines and the asset utilization rates at our natural gas processing plants, we must continually obtain new supplies. The primary factors affecting our ability to obtain new supplies of natural gas and NGLs, and to attract new customers to our assets include the level of successful drilling activity near these assets, the demand for natural gas, crude oil and NGLs, producers’ desire and ability to obtain necessary permits in an efficient manner, natural gas field characteristics and production performance, surface access and infrastructure issues, and our ability to compete for volumes from successful new wells. If we are not able to obtain new supplies of natural gas to replace the natural decline in volumes from existing wells or because of 27 competition, throughput on our pipelines and the utilization rates of our treating and processing facilities would decline, which could have a material adverse effect on our business, results of operations, financial position and cash flows, and our ability to make cash distributions. Third party pipelines and other facilities interconnected to our natural gas and NGL pipelines and facilities may become unavailable to transport, process or produce natural gas and NGLs. We depend upon third party pipelines and other facilities that provide delivery options to and from our pipelines and facilities for the benefit of our customers. Since we do not own or operate any of these third-party pipelines or other facilities, their continuing operation is not within our control and may become unavailable to transport, process or produce natural gas and NGLs. If any of these third parties do not continue operation of these facilities or they become unavailable to us, and we are not able to obtain new facilities to transport, process or produce natural gas and NGLs, it could have a material adverse effect on our business, results of operations, financial position and cash flows, and our ability to make cash distributions. We may not successfully balance our purchases and sales of natural gas. We purchase from producers and other customers a substantial amount of the natural gas that flows through our natural gas gathering, processing and transportation systems for resale to third parties, including natural gas marketers and end-users. We may not be successful in balancing our purchases and sales. A producer or supplier could fail to deliver contracted volumes or deliver in excess of contracted volumes, or a purchaser could purchase less than contracted volumes. Any of these actions could cause our purchases and sales to be unbalanced. While we attempt to balance our purchases and sales, if our purchases and sales are unbalanced, we will face increased exposure to commodity price risks and could have increased volatility in our operating income and cash flows. We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets. The partnership is a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We do not have significant assets other than equity in our subsidiaries and equity method investments. As a result, our ability to make required payments on our notes depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, credit instruments, applicable state business organization laws and other laws and regulations. If our subsidiaries are prevented from distributing funds to us, we may be unable to pay all the principal and interest on the notes when due. We may incur significant costs and liabilities resulting from implementing and administering pipeline and asset integrity programs and related repairs. Pursuant to the Pipeline Safety Improvement Act of 2002, PHMSA has adopted regulations requiring pipeline operators to develop integrity management programs for transportation pipelines located where a leak or rupture could do the most harm in “high consequence areas.” The regulations require operators to: • • • • • perform ongoing assessments of pipeline integrity; identify threats to pipeline segments that could impact a high consequence area and assess the risks that such threats pose to pipeline integrity; collect, integrate, and analyze data regarding threats and risks posed to the pipeline; repair and remediate the pipeline as necessary; and implement preventive and mitigating actions. Pipeline safety legislation enacted in 2012, the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011, or the Pipeline Safety and Job Creations Act, reauthorizes funding for federal pipeline safety programs through 2015, increases penalties for safety violations, establishes additional safety requirements for newly constructed pipelines, and requires studies of certain safety issues that could result in the adoption of new regulatory requirements for existing pipelines, including the expansion of integrity management, use of automatic and remote-controlled shut-off valves, leak detection systems, sufficiency of existing regulation of gathering pipelines, use of excess flow valves, verification of maximum allowable operating pressure, incident notification, and other pipeline-safety related requirements. New rules proposed by PHMSA address many areas of this legislation and PHMSA has indicated that it expects to publish these final rules this year. Extending the integrity management requirements to our gathering lines would impose additional obligations on us and could add material cost to our operations. Although many of our natural gas facilities currently are not subject to pipeline integrity requirements, we may incur significant costs and liabilities associated with repair, remediation, preventative or mitigation measures associated with non- 28 exempt pipelines. Such costs and liabilities might relate to repair, remediation, preventative or mitigating actions that may be determined to be necessary as a result of the testing program, or new requirements that may be imposed as a result of the Pipeline Safety and Job Creation Act, as well as lost cash flows resulting from shutting down our pipelines during the pendency of such repairs. Additionally, we may be affected by the testing, maintenance and repair of pipeline facilities downstream from our own facilities. With the exception of our Wattenberg pipeline, our NGL pipelines are also subject to integrity management and other safety regulations imposed by the Texas Railroad Commission, or TRRC. We currently estimate that we will incur costs of approximately $84 million between 2020 and 2024 to implement pipeline integrity management program testing along certain segments of our natural gas and NGL pipelines. This does not include the costs, if any, of any repair, remediation, preventative or mitigating actions that may be determined to be necessary as a result of the testing program, or new requirements that may be imposed as a result of the Pipeline Safety and Job Creation Act, which costs could be substantial. We currently transport NGLs produced at our processing plants on our owned and third party NGL pipelines. Accordingly, in the event that an owned or third party NGL pipeline becomes inoperable due to any necessary repairs resulting from integrity testing programs or for any other reason for any significant period of time, we would need to transport NGLs by other means. There can be no assurance that we will be able to enter into alternative transportation arrangements under comparable terms, if at all. Any new or expanded pipeline integrity requirements or the adoption of other asset integrity requirements could also increase our cost of operation and impair our ability to provide service during the period in which assessments and repairs take place, adversely affecting our business. Further, execution of and compliance with such integrity programs may cause us to incur greater than expected capital and operating expenditures for repairs and upgrades that are necessary to ensure the continued safe and reliable operation of our assets. We are exposed to the credit risks of our key producer customers and counterparties, and any material nonpayment or nonperformance by our key producer customers or counterparties could reduce our ability to make distributions to our unitholders. We are subject to risks of loss resulting from nonpayment or nonperformance by our producer customers and counterparties. Any material nonpayment or nonperformance by our key producer customers or counterparties could reduce our ability to make distributions to our unitholders. Furthermore, some of our producer customers or counterparties may be highly leveraged and subject to their own operating and regulatory risks, which could increase the risk that they may default on their obligations to us. Additionally, a decline in the availability of credit to producers in and surrounding our geographic footprint could decrease the level of capital investment and growth that would otherwise bring new volumes to our existing assets and facilities. Our customers or counterparties may experience rapid deterioration of their financial condition as a result of changing market conditions, commodity prices, or financial difficulties that could impact their creditworthiness and ability to perform their contractual obligations, including their ability to pay us. Our assets and operations, and related upstream and downstream operations, can be affected by weather, weather-related conditions and other natural phenomena. Our assets and operations can be adversely affected by hurricanes, floods, tornadoes, wind, lightning, cold weather and other natural phenomena, which could impact our results of operations and make it more difficult for us to realize historic rates of return. Although we carry insurance on the vast majority of our assets, insurance may be inadequate to cover our loss and in some instances, we have been unable to obtain insurance on some of our assets on commercially reasonable terms, if at all. Extreme weather conditions and temperature changes may adversely impact the mechanical abilities of equipment and the volumes of natural gas gathered and processed and NGL volumes produced, transported, and fractionated. Any power interruptions and inaccessible well sites as a result of extreme weather or severe storms or freeze-offs, a phenomenon where produced water freezes at the wellhead or within the gathering system, may interrupt the flow of natural gas and NGLs. If we incur a significant disruption in our operations, or there is a significant disruption in related upstream or downstream operations, or a significant liability for which we were not fully insured, our financial condition, results of operations and ability to make distributions to our unitholders could be materially adversely affected. We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner, to enable us to continue to make cash distributions to our unitholders. 29 The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things: • • • • • • • • • • • the fees we charge and the margins we realize for our services; the prices of, level of production of, and demand for natural gas, condensate, and NGLs; the success of our commodity and interest rate hedging programs in mitigating fluctuations in commodity prices and interest rates; the volume and quality of natural gas we gather, compress, treat, process, transport and sell, and the volume of NGLs we process, transport, sell and store; the operational performance and efficiency of our assets, including our plants and equipment; the operational performance and efficiency of third party assets that provide services to us; the relationship between natural gas, NGL and crude oil prices; the level of competition from other energy companies; the impact of weather conditions on the demand for natural gas and NGLs; the level of our operating and maintenance and general and administrative costs; and prevailing economic conditions. In addition, the actual amount of cash we will have available for distribution will depend on other factors, some of which are beyond our control, including: • • • • • • • • • • • the level of capital expenditures we make; the cost and form of payment for acquisitions; our debt service requirements and other liabilities; fluctuations in our working capital needs; our ability to borrow funds and access capital markets at reasonable rates; restrictions contained in our Credit Agreement and the indentures governing our notes; the timing of our producers' obligations to make volume deficiency payments to us; the amount of cash distributions we receive from our equity interests; the amount of cost reimbursements to our general partner; the amount of cash reserves established by our general partner; and new, additions to and changes in laws and regulations. We have partial ownership interests in various joint ventures, which could adversely affect our ability to operate and control these entities. In addition, we may be unable to control the amount of cash we will receive from the operation of these entities and we could be required to contribute significant cash to fund our share of their operations, which could adversely affect our ability to distribute cash to our unitholders. Our inability, or limited ability, to control the operations and management of joint ventures in which we have a partial ownership interest may mean that we will not receive the amount of cash we expect to be distributed to us. In addition, for joint ventures in which we have a minority ownership interest, we will be unable to control ongoing operational decisions, including the incurrence of capital expenditures that we may be required to fund. Specifically, • we have limited ability to control decisions with respect to the operations of these joint ventures, including decisions with respect to • • • incurrence of expenses and distributions to us; these joint ventures may establish reserves for working capital, capital projects, environmental matters and legal proceedings which would reduce cash available for distribution to us; these joint ventures may incur additional indebtedness, and principal and interest made on such indebtedness may reduce cash otherwise available for distribution to us; and these joint ventures may require us to make additional capital contributions to fund working capital and capital expenditures, our funding of which could reduce the amount of cash otherwise available for distribution. All of these items could significantly and adversely impact our ability to distribute cash to our unitholders. The amount of cash we have available for distribution to our unitholders depends primarily on our cash flow and not solely on profitability. Profitability may be significantly affected by non-cash items. As a result, we may make cash distributions during periods when we record losses for financial accounting purposes and may not make cash distributions during periods when we record net earnings for financial accounting purposes. 30 We do not own all of the land on which our pipelines and facilities are located, which may subject us to increased costs. We may become subject to more onerous terms and/or increased costs to retain necessary land use if we do not have valid rights of way or if such rights of way lapse or terminate. Certain of our leases contain renewal provisions that allow for our continued use and access of the subject land and, although we review and renew our leases as a routine business matter, there may be instances where we may not be able to renew our contract leases on commercially reasonable terms or may have to commence eminent domain proceedings to establish our right to continue to use the land. We obtain the rights to construct and operate our pipelines and surface sites on land owned by third parties and governmental agencies for a specific period of time. Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. Our operations, and the operations of third parties, are subject to many hazards inherent in the gathering, compressing, treating, processing, storing, transporting and fractionating, as applicable, of natural gas and NGLs, including: • • • • • • damage to pipelines, plants, terminals, storage facilities and related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters and acts of terrorism; inadvertent damage from construction, farm and utility equipment; leaks of natural gas, NGLs and other hydrocarbons from our pipelines, plants, terminals, or storage facilities, or losses of natural gas or NGLs as a result of the malfunction of equipment or facilities; contaminants in the pipeline system; fires and explosions; and other hazards that could also result in personal injury and loss of life, pollution and suspension of operations. These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage and may result in curtailment or suspension of our related operations. We are not fully insured against all risks inherent to our business, including offshore wind. We insure our underground pipeline systems against property damage, although coverage on certain of our small diameter gathering pipelines is subject to usual and customary sublimits. We are not insured against all environmental accidents that might occur, which may include toxic tort claims, other than those considered to be sudden and accidental. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage, or may become prohibitively expensive, and we may elect not to carry such a policy. Risks Related to Our Strategy If we do not make acquisitions on economically acceptable terms, our future growth could be limited. Our ability to make acquisitions that are accretive to our cash generated from operations per unit is based upon our ability to identify attractive acquisition candidates, negotiate acceptable purchase contracts and obtain financing for these acquisitions on economically acceptable terms. Furthermore, even if we do make acquisitions that we believe will be accretive, these acquisitions may nevertheless result in a decrease in the cash generated from operations per unit. Additionally, net assets contributed by DCP Midstream, LLC represent a transfer of net assets between entities under common control, and are recognized at DCP Midstream, LLC’s basis in the net assets transferred. The amount of the purchase price in excess of DCP Midstream, LLC’s basis in the net assets, if any, is recognized as a reduction to partners’ equity. Conversely, the amount of the purchase price less than DCP Midstream’s basis in the net assets, if any, is recognized as an increase to partners’ equity. Any acquisition involves potential risks, including, among other things: an inability to successfully integrate the businesses we acquire; the assumption of unknown liabilities; limitations on rights to indemnity from the seller; • mistaken assumptions about volumes, future contract terms with customers, revenues and costs, including synergies; • • • • mistaken assumptions about the overall costs of equity or debt; • • • • the diversion of management’s and employees’ attention from other business concerns; change in competitive landscape; unforeseen difficulties operating in new product areas or new geographic areas; and customer or key employee losses at the acquired businesses. 31 If we consummate any future acquisitions, our capitalization and results of operations may change significantly, and unitholders will not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in determining the application of these funds and other resources. In addition, any limitations on our access to substantial new capital to finance strategic acquisitions will impair our ability to execute this component of our growth strategy. If the cost of such capital becomes too expensive, our ability to develop or acquire accretive assets will be limited. We may not be able to raise the necessary funds on satisfactory terms, if at all. The primary factors that influence our cost of capital include market conditions and offering or borrowing costs such as interest rates or underwriting discounts. We may not be able to grow or effectively manage our growth. Historically, a principal focus of our strategy was to continue to grow the per unit distribution on our units by expanding our business. Our acquisition of the DCP Midstream Business in January 2017 ("the Transaction") resulted in significant growth of the Partnership, but also in the potential loss of certain future drop down opportunities from DCP Midstream, LLC. Our future growth will depend upon a number of factors, some of which we can control and some of which we cannot. These factors include our ability to: • • • • • • complete construction projects and consummate accretive acquisitions or joint ventures; identify businesses engaged in managing, operating or owning pipelines, processing and storage assets or other midstream assets for acquisitions, joint ventures and construction projects; appropriately identify liabilities associated with acquired businesses or assets; integrate acquired or constructed businesses or assets successfully with our existing operations and into our operating and financial systems and controls; hire, train and retain qualified personnel to manage and operate our growing business; and obtain required financing for our existing and new operations at reasonable rates. A deficiency in any of these factors could adversely affect our ability to sustain the level of our cash flows or realize benefits from acquisitions, joint ventures or construction projects. In addition, competition from other buyers could reduce our acquisition opportunities. DCP Midstream, LLC and its affiliates are not restricted from competing with us. DCP Midstream, LLC and its affiliates may acquire, construct or dispose of midstream or other assets in the future without any obligation to offer us the opportunity to purchase or construct those assets. Furthermore, in recent years we have grown through organic projects, dropdowns and acquisitions. If we fail to properly integrate these assets successfully with our existing operations, if the future performance of these assets does not meet our expectations, if we did not properly value the assets, or if we did not identify significant liabilities associated with acquired assets, the anticipated benefits from these transactions may not be fully realized. Acquisitions may not be beneficial to us. Acquisitions involve numerous risks, including: • • • • • • the failure to realize expected profitability, growth or accretion; an increase in indebtedness and borrowing costs; potential environmental or regulatory compliance matters or liabilities; potential title issues; the incurrence of unanticipated liabilities and costs; and the temporary diversion of management’s attention from managing the remainder of our assets to the process of integrating the acquired businesses. Assets recently acquired will also be subject to many of the same risks as our existing assets. If any of these risks or unanticipated liabilities or costs were to materialize, any desired benefits of these acquisitions may not be fully realized, if at all, and our future financial performance and results of operations could be negatively impacted. Legal, Regulatory and Technology Risks Federal executive, legislative, and regulatory initiatives relating to oil and gas operations could adversely affect our operations and those of our third- party customers. On January 20, 2021, President Biden issued a sweeping set of executive actions, including some that will take effect immediately and others that by their terms will lead to further regulatory activity and potential legislative action by Congress. 32 Included was Executive Order 13990 directing executive departments and agencies to review all existing regulations, orders, guidance documents, policies and any other similar action taken during the previous Administration that are inconsistent with President Biden’s plan to elevate climate issues and, as appropriate, suspend, revise, or rescind those that are inconsistent with that plan. Those initial actions included the revocation of certain prior Executive Orders concerning federal regulation executed by the previous Administration, as well as new Executive Orders directing a focused regulatory freeze and review of rulemaking actions taken by the prior Administration. Also on January 20, 2021, the Acting Secretary of the Department of the Interior (“Interior”) issued Order 3395, suspending the delegation of authority to Department bureaus and offices “to grant rights of way, easements, or any conveyances of property or interests in property,” and “to issue any onshore or offshore fossil fuel authorization, including but not limited to a lease.” Order 3395 limited such actions or approvals to the nine highest ranking confirmed or acting officials in Washington, D.C. for a period of 60 days or until any of the Order’s provisions are amended, superseded, or revoked. Executive Order 14008 on January 27, 2021 paused, “to the extent consistent with applicable law,” new oil and natural gas leases on public lands and offshore waters, pending a comprehensive review and reconsideration of oil and gas permitting and leasing practices. That same Order directs a government-wide effort to address climate change by reducing greenhouse gas emissions and achieving net- zero global carbon emissions by mid-century or before. That effort is designed to infuse climate policy in all aspects of federal decision-making, including specific directives that touch for example on foreign policy, national security, financial regulation, federal procurement, infrastructure, and environmental justice. In the event these federal executive initiatives result in restrictions or prohibitions that apply to our areas of operations, our customers may incur increased compliance costs or may experience delays or curtailment in the pursuit of their exploration, development, or production activities, and possibly be limited or precluded in the drilling of certain wells. Any adverse impact on our customers’ activities could have a corresponding negative impact on our throughput volumes. In addition, these actions specifically target existing rules and direct future federal rulemaking activity that may, if adopted, directly impact our ability to competitively locate, construct, maintain, and operate our own assets. Accordingly, such restrictions or prohibitions could have a material adverse effect on our business, prospects, results of operations, financial condition, cash flows and ability to make distributions to our unitholders. State agency rulemakings in New Mexico could increase our operational costs, and potentially impact new oil and gas development activity by our producer customers. On January 29, 2019, the New Mexico governor issued an executive order establishing an interagency Climate Change Task Force and directing the Energy, Minerals and Natural Resources Department (“EMNRD”) and the New Mexico Environment Department (“NMED”) to develop a statewide, enforceable regulatory framework to reduce methane emissions from new and existing sources in the oil and gas sector. Following a year-long stakeholder process by both agencies, the Oil Conservation Commission ("OCC") conducted hearings in January 2021 on the EMNRD rules, which institute gas capture requirements for both upstream and midstream operators, prohibit routine flaring, and require operation plans for operators of gas gathering systems. The final rule is expected to take effect by midyear 2021. Draft NMED rules are expected by Spring 2021 and are expected to impose regulations and control requirements to reduce emissions of ozone precursors VOCs and NOx, to achieve the co-benefit of reducing greenhouse gas emissions including methane. The OCC is scheduled to deliberate on the EMNRD rules on February 11, 2021, with a final vote on adoption of the rules to take place at a separate OCC meeting, the date of which is to be determined. And, although the NMED has yet to publish it formal draft rules, we anticipate that both rules will impose additional operational costs and potential regulatory compliance and enforcement risks; however, these rulemakings are still ongoing and the scope and impact to our operations is presently undetermined. Similarly, our customers are expected to incur compliance costs of their own and may, if out of compliance, experience delays or curtailment in the pursuit of their exploration, development, or production activities. Any adverse impact on our customers’ activities would have a corresponding negative impact on our throughput volumes. Accordingly, such restrictions or prohibitions could have an adverse effect on our business, prospects, results of operations, financial condition, cash flows and ability to make distributions to our unitholders. State and local legislative and regulatory initiatives relating to oil and gas operations could adversely affect our third-party customers’ production and, therefore, adversely impact our midstream operations. Certain states in which we operate have adopted or are considering adopting measures that could impose new or more stringent requirements on oil and gas exploration and production activities. For example, the potential for adverse impacts to our business is present where local governments have enacted ordinances directly regulating pipeline assets and operations, and private individuals have sponsored and may in the future sponsor citizen initiatives to limit hydraulic fracturing, increase mandatory setbacks of oil and gas operations from occupied structures, and achieve more restrictive state or local control over such activities. 33 In the event state or local restrictions or prohibitions are adopted in our areas of operations, our customers may incur significant compliance costs or may experience delays or curtailment in the pursuit of their exploration, development, or production activities, and possibly be limited or precluded in the drilling of certain wells altogether. Any adverse impact on our customers’ activities would have a corresponding negative impact on our throughput volumes. In addition, while the general focus of debate is on upstream development activities, certain proposals may, if adopted, directly impact our ability to competitively locate, construct, maintain, and operate our own assets. Accordingly, such restrictions or prohibitions could have a material adverse effect on our business, prospects, results of operations, financial condition, cash flows and ability to make distributions to our unitholders. Laws and corresponding rulemakings in Colorado could have a material adverse impact on new oil and gas development in the state and could reduce the demand for our services in the state. On April 16, 2019, the Colorado governor signed into law Senate Bill 19-181 (“SB-181”), which amended existing laws and enacted new laws concerning the conduct of oil and gas operations in Colorado. The bill changed the mandate of the Colorado Oil and Gas Conservation Commission (the “COGCC”) to regulate oil and gas development in a manner that protects the public health, safety, welfare, and the environment and wildlife, from the previous mandate to foster the development and production of oil and gas. Other key elements of SB-181 include granting local governments ability to regulate facility siting and surface impacts of oil and gas operations and the ability to inspect and impose fines for leaks, spills, and emissions, and requiring the Colorado Department of Public Health and Environment (the “CDPHE”) to adopt additional rules that call for the minimization and continual monitoring of emissions at oil and gas facilities. SB-181 also requires the COGCC to conduct rulemakings concerning the cumulative impacts of oil and gas development, additional flowline regulations, as well as other matters. The COGCC completed the final and most significant rulemaking to implement SB-181 in late 2020. These new rules are focused on upstream oil and gas development, and as a whole touch on nearly every aspect of oil and gas development activity. Due to the scope and complexity of the rules, the COGCC staff are presently working closely with upstream operators in developing guidance materials that will be central to achieving successful rule implementation. Although our customers have expressed confidence in their ability to conform to the rules and move forward with predictable development plans, the imposition of increased well setbacks, consideration of cumulative impacts of development, and opportunity for citizen participation in the administrative process are but a few of the reform measures that could impose delays or restrictions that, while difficult to forecast, could have material impacts on our operations. While much of our oil and gas infrastructure in Colorado is not located near populous areas, the population in Colorado continues to grow, which may result in populated areas coming closer to existing and proposed oil and gas development. Notably, Weld County has exercised the authority granted under SB-181 to enact its own local siting and permitting regulatory framework, in a manner that is intended to and has allowed for continued oil and gas development in the jurisdiction where the majority of our assets are located. Even so, these new laws, and regulatory rulemakings at state and local levels that may be introduced in the future, could cause a curtailment in the permitting of new oil and gas development and facilities as well as an increase in costs to us and our producer customers. Any such curtailments on new oil and gas development, would, as production from existing and previously permitted wells depletes, lead to a reduction in demand for our gathering, processing, and transportation services in the state, which reduction, over time, may be material. In addition, in 2019 the Colorado legislature enacted HB19-1261 establishing statewide greenhouse gas emission reduction goals and included agency authorities and mandates to promulgate regulations to achieve greenhouse gas reduction goals. In January 2021 the governor issued the “Greenhouse Gas Pollution Reduction Roadmap,” which describes state actions and the regulatory pathway to achieve the HB19-1261 greenhouse gas reduction goals. The Greenhouse Gas Reduction Roadmap specifies, among other things, intended reductions by economic sector, including the oil and gas sector as well as the “residential, commercial and industrial” sector that includes emissions from the combustion of fuels. These administrative and regulatory actions will be pursued by various state agencies, including the Governor’s Energy Office and the Colorado Air Quality Control Commission (“AQCC”). The AQCC will consider regulations to reduce greenhouse gas emissions sometime in 2021, which could impose near- and longer-term obligations and costs on our producer customers as well as on our own midstream equipment and facilities. We will participate in these rulemaking proceedings as they are developed and proposed through to final adoption. These rulemaking proceedings to reduce greenhouse gas emissions could increase costs on or inhibit or adversely influence the ability of our producer customers to develop and operate production wells. These rulemaking proceedings could increase costs for us to operate our compressor stations or gas plants in the state, and they could affect the types of equipment or the manner in which we operate our midstream equipment. These rulemaking proceedings, or future related rulemaking proceedings, have the potential to result in some manner of greenhouse gas emissions caps in the state, or greenhouse gas sector-specific performance standards, either of which could result in increased costs on our producer customers or increased costs on us to operate our facilities, and could affect the types of equipment that we operate or the manner in which 34 it is operated. These rulemaking proceedings have the potential to affect the operations and production of our customers, which can in turn affect our operations, and they also have the potential to affect our costs and facility operations, either of which could adversely affect our financial results or have such an effect on our operations We may incur significant costs and liabilities in the future resulting from a failure to comply with existing or new environmental regulations or an accidental release of hazardous substances or hydrocarbons into the environment. Our operations are subject to stringent and complex federal, state and local environmental laws and regulations. These include, for example: (i) the federal Clean Air Act and comparable state laws and regulations, including federal and state air permits, that impose obligations related to air emissions; (ii) RCRA, and comparable state laws that impose requirements for the management, storage and disposal of solid and hazardous waste from our facilities; (iii) CERCLA, and comparable state laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations to which we have sent waste for disposal; (iv) the Clean Water Act and the Oil Pollution Act, and comparable state laws and regulations that impose requirements on discharges to waters as well as requirements to prevent and respond to releases of hydrocarbons to waters of the United States and regulated state waters; and (v) state laws that impose requirements on the response to and remediation of hydrocarbon releases to soil or groundwater and managing related wastes. Failure to comply with these laws and regulations or newly adopted laws or regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of orders enjoining or affecting current or future operations. Certain environmental laws and regulations, including CERCLA and analogous state laws and regulations, impose strict liability and joint and several liability for costs required to clean up and restore sites where hazardous substances, and in some cases hydrocarbons, have been disposed or otherwise released. There is inherent risk of the incurrence of environmental costs and liabilities in our business due to our handling of natural gas, NGLs and other petroleum products, air emissions related to our operations, and historical industry operations and waste management and disposal practices. For example, an accidental release from one of our facilities could subject us to substantial liabilities arising from environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, governmental claims for natural resource damages or imposing fines or penalties for related violations of environmental laws, permits or regulations. In addition, it is possible that stricter laws, regulations or enforcement policies could significantly increase our compliance costs and the cost of any remediation that may become necessary. We may not be able to recover some or any of these costs from insurance or third-party indemnification. A change in the jurisdictional characterization of some of our assets by federal, state or local regulatory agencies or a change in policy by those agencies may result in increased regulation of our assets. The majority of our natural gas gathering and intrastate transportation operations are exempt from FERC regulation under the NGA, but FERC regulation still affects these businesses and the markets for products derived from these businesses. FERC’s policies and practices across the range of its oil and natural gas regulatory activities, including, for example, its policies on open access transportation, ratemaking, capacity release and market center promotion, indirectly affect intrastate markets. In recent years, FERC has pursued pro-competitive policies in its regulation of interstate oil and natural gas pipelines, however there can be no assurance that FERC will continue this approach as it considers matters such as pipeline rates and rules and policies that may affect rights of access to oil and natural gas transportation capacity. In addition, the distinction between FERC-regulated transportation services and federally unregulated gathering services has been the subject of regular litigation, so the classification and regulation of some of our gathering facilities and intrastate transportation pipelines may be subject to change based on any reassessment by us of the jurisdictional status of our facilities or on future determinations by FERC and the courts. In addition, the rates, terms and conditions of some of the transportation services we provide on certain of our pipeline systems are subject to FERC regulation under Section 311 of the NGPA. Under Section 311, rates charged for transportation must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with interest. Several of our pipelines are interstate transporters of NGLs and are subject to FERC jurisdiction under the Interstate Commerce Act and the Elkins Act. The base interstate tariff rates for our NGL pipelines are determined either by a FERC cost-of-service proceeding or by agreement with an unaffiliated party, and adjusted annually through the FERC’s indexing methodology. The NGL pipelines may also provide incentive rates, which offer tariff rates below the base tariff rates for high volume shipments. 35 Should we fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we could be subject to substantial penalties and disgorgement of profits. Under EPACT 2005, FERC has civil penalty authority under the NGA to impose penalties of up to $1 million per day for each violation and possible criminal penalties of up to $1 million per violation and five years in prison. Under the NGPA, FERC may impose civil penalties of up to $1 million for any one violation and may impose criminal penalties of up to $1 million and five years in prison. Other state and local regulations also affect our business. Our non-proprietary gathering lines are subject to ratable take and common purchaser statutes. Ratable take statutes generally require gatherers to take, without undue discrimination, oil or natural gas production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes restrict our right as an owner of gathering facilities to decide with whom we contract to purchase or transport oil or natural gas. Federal law leaves any economic regulation of natural gas gathering to the states. The states in which we operate have adopted complaint-based regulation of oil and natural gas gathering activities, which allows oil and natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to oil and natural gas gathering access and rate discrimination. Other state regulations may not directly regulate our business, but may nonetheless affect the availability of natural gas for purchase, processing and sale, including state regulation of production rates and maximum daily production allowable from gas wells. While our proprietary gathering lines are currently subject to limited state regulation, there is a risk that state laws will change, which may give producers a stronger basis to challenge the proprietary status of a line, or the rates, terms and conditions of a gathering line providing transportation service. The interstate tariff rates of certain of our pipelines are subject to review and possible adjustment by federal regulators. FERC, pursuant to the NGA, regulates many aspects of our interstate natural gas pipeline transportation service, including the rates our pipelines are permitted to charge for such service. Under the NGA, interstate transportation rates must be just and reasonable and not unduly discriminatory. If FERC fails to permit our requested tariff rate increases, or if FERC lowers the tariff rates we are permitted to charge, on its own initiative, or as a result of challenges raised by customers or third parties, our tariff rates may be insufficient to recover the full cost of providing interstate transportation service. In certain circumstances, FERC also has the power to order refunds. Should we fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we could be subject to substantial penalties and the disgorgement of profits. Under EPACT 2005, FERC has civil penalty authority under the NGA to impose penalties for current violations of up to $1 million per day for each violation and possible criminal penalties of up to $1 million per violation and five years in prison. The transportation rates for our NGL pipelines that provide interstate transportation services, our interstate natural gas pipelines, and our intrastate pipelines that provide interstate services under Section 311 of the NGPA could be adversely impacted by FERC’s revised income tax allowance policy for partnership pipelines and the federal law reducing the corporate income tax rate. Effective January 1, 2018, the federal corporate tax rate was reduced to 21%, and in March 2018, FERC issued a revised policy statement disallowing an income tax allowance in the cost-of-service rates for partnership-owned pipelines. Previously, FERC’s policy generally permitted partnership pipelines to recover an income tax allowance in a cost-of-service proceeding before FERC if the pipeline’s ultimate owners had income tax liability. The maximum cost-based rates for our interstate natural gas pipelines and intrastate pipelines that provide interstate transportation services could be adversely affected in future rate proceedings as a result of the change in policy and law. For interstate oil and NGL pipelines, FERC considered the impacts of the tax policy and law changes on an industry-wide basis during the 2020 calendar year through its indexing methodology review. Additionally, any new cost-based rates for our pipelines regulated by the FERC will be affected by the new policy and tax law. Recently proposed or finalized rules imposing more stringent requirements on the oil and gas industry could cause our customers and us to incur increased capital expenditures and operating costs as well as reduce the demand for our services. On August 16, 2012, the EPA issued final regulations under the Clean Air Act that, among other things, required additional emissions controls for natural gas and natural gas liquids production, including New Source Performance Standards, or NSPS, to address emissions of sulfur dioxide and volatile organic compounds, or VOCs, and a separate set of emission standards to address hazardous air pollutants frequently associated with such production activities. The final regulations required, among other things, the reduction of VOC emissions from existing natural gas wells that are re-fractured, as well as newly-drilled and fractured wells through the use of reduced emission completions or “green completions” and well completion combustion devices, such as flaring, as of January 1, 2015. In addition, these rules established specific requirements regarding emissions 36 from compressors and controllers at natural gas gathering and boosting stations and processing plants together with emissions reduction requirements for dehydrators and storage tanks at natural gas processing plants, compressor stations and gathering and boosting stations. The rules also established new requirements for detection and repair of VOC leaks exceeding 500 parts per million in concentration at new or modified natural gas processing plants. The EPA made certain revisions to the regulation from 2013 to 2015, which was the subject of Petitions for Review before the U.S. Circuit Court of Appeals for the District of Columbia. In addition, in June 2016, the EPA expanded the NSPS regulations for new or modified sources of VOCs to include methane emissions. Among other things, this regulation imposed leak detection and repair requirements for VOCs and methane on producer well site equipment and on midstream equipment such as compressor and booster stations, imposed additional emission reduction requirements on specific pieces of oil and gas equipment, and was a regulatory pre-condition to the EPA acting to regulate existing oil and gas methane sources in the future under Section 111(d) of the Clean Air Act. This regulation is the subject of a Petition for Review before the U.S. Circuit Court of Appeals for the District of Columbia. The EPA in 2017 withdrew the information request that it had issued in November 2016 as part of an effort to develop standards for methane and other emissions from existing sources in the oil and natural gas industry. On September 14 and 15, 2020, EPA finalized amendments to the 2012 and 2016 regulations that, among other things: 1) removed the transmission and storage segment of the oil and gas industry from regulation and rescinded emissions standards for that sector; 2) rescinded methane standards; and 3) made technical corrections. EPA has not yet issued the final rule, but once it has, judicial challenges are expected. However, the Biden administration has identified these amendments for review. The EPA, in October 2015, revised and lowered the ambient air quality standard for ozone in the U.S. under the Clean Air Act, from 75 parts per billion to 70 parts per billion. As a result, states were required to evaluate compliance with this lower standard and, if not met, to adopt implementation plans to reduce emissions of ozone-forming pollutants, like VOCs and nitrogen oxides, that are emitted from, among others, the oil and gas industry. Persistent non-attainment status, such as for ozone, can result in lower major source permitting thresholds (making it more costly and complex to site and permit major new or modified facilities) and additional control requirements. A judicial challenge in the D.C. Circuit Court to the October 2015 EPA regulation was put in abeyance temporarily while the EPA reviewed the regulation. The EPA later indicated it will not revise the rule, and challenges from industry and environmental groups moved forward. In August 2019, the D.C. Court of Appeals upheld the health-based ozone standards but remanded to the EPA the secondary, public welfare standards designed to protect environmental values. The 2015 Ozone standard is being implemented pursuant to the December 2018 final implementation rule. On December 31, 2020, the EPA issued a final rule retaining the 2015 standard. The Biden administration, however, has directed a review of the final rule retaining the standard. In October 2016, the EPA also finalized Control Techniques Guidelines for VOC emissions from existing oil and natural gas equipment and processes in moderate ozone non-attainment areas. These Control Techniques Guidelines provide recommendations for states and local air agencies to consider when determining what emissions control requirements apply to sources in the non-attainment areas. While the EPA proposed to withdraw the Control Techniques Guidelines, it has taken no final action on the proposal. Similarly, states can initiate and promulgate regulations affecting oil and gas operations and associated emissions, either as a matter of their own statutory authority and programs or when implementing federal programs, such as the federal ozone ambient air quality standard or the federal Regional Haze regulation. Judicial challenges to new regulatory measures are likely and we cannot predict the outcome of such challenges. New regulatory suspensions, revisions, or rescissions, as well as new regulations, and conflicting state and federal regulatory mandates may inhibit our ability to accurately forecast the costs associated with future regulatory compliance. Collectively, implementation of more stringent regulations could require modifications to the operations of our exploration and production customers, as well as our operations, including the installation of new equipment and new emissions management practices, which could result in significant additional costs, both increased capital expenditures and operating costs. The incurrence of such expenditures and costs by our customers could also result in reduced production by those customers and thus translate into reduced demand for our services, which could in turn have an adverse effect on our business and cash available for distributions. We may incur significant costs in the future associated with proposed climate change regulation and legislation. The United States Congress and some states where we have operations may consider legislation or regulations related to greenhouse gas emissions, including methane emissions, which may compel reductions of such emissions. In addition, there have been international conventions and efforts to establish standards for the reduction of greenhouse gases globally, including the Paris accords in December 2015. The conditions for entry into force of the Paris accords were met on October 5, 2016 and the Agreement went into force 30 days later on November 4, 2016. While the Trump administration had begun the process of withdrawing from the Paris Agreement, in January 2021, President Biden signed an Executive Order directing that the United States rejoin the Paris Agreement. Legislative proposals have included or could include limitations, or caps, on the amount of greenhouse gas that can be emitted, as well as a system of emissions allowances. For example, legislation passed by the U.S. House of Representatives in 2010, which was not taken up by the Senate, would have placed the entire burden of obtaining allowances for the carbon content of NGLs on the owners of NGLs at the point of fractionation. In June 2013, President Obama announced a climate action plan that targeted methane emissions from the oil and gas industry as part of a comprehensive interagency methane reduction strategy, and in June 2016, the EPA expanded the NSPS regulations for new or modified sources of VOCs to include methane emissions, which, among other things, imposes leak detection and repair requirements for VOCs 37 and methane on producer well site equipment and on midstream equipment such as compressor and booster stations, imposes additional emission reduction requirements on specific pieces of oil and gas equipment, and is a regulatory pre-condition to the EPA acting to regulate existing oil and gas methane sources in the future under Section 111(d) of the Clean Air Act. The Trump administration targeted many of these actions. For example, on September 14 and 15, 2020, EPA finalized amendments to the 2012 and 2016 regulations that, among other things, removed the transmission and storage segment of the oil and gas industry from regulation and rescinded emissions standards for that sector and rescinded methane standards. However, the Biden administration has identified these amendments for review. Relatedly, the D.C. Circuit Court challenge to the October 2015 EPA regulation reducing the ambient ozone standard from 75 parts per billion to 70 parts per billion under the Clean Air Act was put in abeyance temporarily while the EPA reviewed the regulation. The EPA later indicated it will not revise the rule, and challenges from industry and environmental groups moved forward. In August 2019, the D.C. Court of Appeals upheld the health-based ozone standards but remanded to the EPA the secondary, public welfare standards designed to protect environmental values. The 2015 Ozone standard is being implemented pursuant to the December 2018 final implementation rule. Separately, in 2011 the EPA issued permitting rules for sources of greenhouse gases; however, in June 2014, the U.S. Supreme Court reversed a D.C. Circuit Court of Appeals decision that had upheld these rules, and struck down the EPA’s greenhouse gas permitting rules to the extent they impose a requirement to obtain a permit based solely on emissions of greenhouse gases. Under the Court ruling and the EPA's subsequent proposed rules, major sources of other air pollutants, such as VOCs or nitrogen oxides, could still be required to implement process or technology controls and obtain permits regarding emissions of greenhouse gases. These proposed rules have not been finalized. The EPA has issued rules requiring reporting of greenhouse gases, on an annual basis, for certain onshore natural gas and oil production facilities, and in October 2015, the EPA amended and expanded those greenhouse gas reporting requirements to all segments of the oil and gas industry effective January 1, 2016. Similarly, some states can initiate and promulgate regulations affecting oil and gas operations and associated greenhouse gas emissions as a matter of their own statutory authority and programs. For example, in 2019, the Colorado legislature passed House Bill 19- 1261, the “Climate Action Plan to Reduce Pollution” that sets greenhouse gas emission reduction targets for the state. Subsequently, the governor issued the Colorado Greenhouse Gas Pollution Roadmap, which identifies pathways to meet the reduction targets. The Roadmap identifies the oil and gas sector as one of the larger contributors to greenhouse gas emissions in the state and asserts that deep reductions in methane emissions from the oil and gas industry will be required to meet the targets. Judicial challenges to new regulatory measures are likely and we cannot predict the outcome of such challenges. New regulatory suspensions, revisions, or rescissions, as well as new regulations and conflicting state and federal regulatory mandates may inhibit our ability to accurately forecast the costs associated with future regulatory compliance. To the extent legislation is enacted or additional regulations are promulgated that regulate greenhouse gas emissions, it could significantly increase our costs to (i) acquire allowances; (ii) permit new large facilities; (iii) operate and maintain our facilities; (iv) install new emission controls or institute emission reduction measures; and (v) manage a greenhouse gas emissions program. If such legislation becomes law or additional rules are promulgated in the United States or any states in which we have operations and we are unable to pass these costs through as part of our services, it could have an adverse effect on our business and cash available for distributions. Increased regulation of hydraulic fracturing could result in reductions, delays or increased costs in drilling and completing new oil and natural gas wells, which could adversely impact our revenues by decreasing the volumes of natural gas and natural gas liquids that we gather, process and transport. Certain of our customers’ natural gas is developed from formations requiring hydraulic fracturing as part of the completion process. Fracturing is a process where water, sand, and chemicals are injected under pressure into subsurface formations to stimulate hydrocarbon production. While the underground injection of fluids is regulated by the EPA under the Safe Drinking Water Act, or SDWA, hydraulic fracturing is excluded from regulation unless the injection fluid is diesel fuel. The EPA has published an interpretive memorandum and permitting guidance related to regulation of fracturing fluids using this regulatory authority. The EPA has finalized various regulatory programs directed at hydraulic fracturing. For example, in June 2016, the EPA issued regulations under the federal Clean Water Act to further regulate wastewater discharges from hydraulic fracturing and other natural gas production to publicly-owned treatment works. States can propose or promulgate regulations or enact initiatives or legislation imposing conditions or restrictions on hydraulic fracturing practices or oil and gas well development using hydraulic fracturing or horizontal drilling techniques. The adoption of new laws or regulations imposing reporting obligations on, or otherwise limiting or regulating, the hydraulic fracturing process could make it more difficult for our customers to complete oil and natural gas wells in shale formations and increase their costs of compliance. Several states in which our customers operate have also adopted regulations requiring disclosure of fracturing fluid components or otherwise regulate their use more closely. In Oklahoma, induced seismicity from injection of fluids in wastewater disposal wells has resulted in regulatory limitations on wastewater disposal into such wells. The implementation of rules relating to hydraulic fracturing could result in increased expenditures for our exploration and production customers, which could cause them to reduce their production and thereby result in reduced demand for our services by these customers. 38 President Biden is widely expected to take action to roll back policies that the Trump administration had put in place to ease burdens on the development or use of domestically produced energy resources. President Biden issued Executive Order 13990 on January 20, 2021, directing executive departments and agencies to review all existing regulations, orders, guidance documents, policies and any other similar action taken during the Trump administration that are inconsistent with President Biden’s plan to elevate climate issues and, as appropriate, suspend, revise, or rescind those that are inconsistent with that plan. The Executive Order also specifically directs the EPA to review the Trump administration’s actions on methane regulations for the oil and gas sector and consider proposing new regulations to establish comprehensive standards of performance and emission guidelines for methane and volatile organic compound emissions from existing operations in the oil and gas sector, including the exploration and production, transmission, processing, and storage segments by September 2021. On January 27, 2021, President Biden issued Executive Order 14008, imposing a moratorium on new oil and gas leasing for federally-owned land and waters pending completion of a comprehensive review of federal oil and gas permitting and leasing practices to consider factors such as potential climate impacts associated with oil and gas activities on public lands or in offshore waters. The order did not provide a timeline for when the moratorium will be lifted. At least one lawsuit challenging the Executive Order is pending in federal court in Wyoming. Our customers will continue to be subject to uncertainty associated with new regulatory measures as well as new regulatory suspensions, revisions, or rescissions and conflicting state and federal regulatory mandates, which could adversely affect their production and thereby result in reduced demand for our services by these customers. Construction of new assets is subject to regulatory, environmental, political, legal, economic, civil protest, and other risks that may adversely affect our financial results. The construction of new midstream facilities or additions or modifications to our existing midstream asset systems involves numerous regulatory, environmental, political, legal, and economic uncertainties beyond our control and may require the expenditure of significant amounts of capital. For example, public participation in review and permitting processes can introduce uncertainty and additional costs associated with project timing and completion. Relatedly, civil protests regarding environmental and social issues, including construction of infrastructure associated with fossil fuels, may lead to increased legislative and regulatory initiatives and review at federal, state, and local levels of government that could prevent or delay the construction of such infrastructure and realization of associated revenues. Construction expenditures may occur over an extended period of time, yet we will not receive any material increases in cash flow until the project is completed and fully operational. Moreover, our cash flow from a project may be delayed or may not meet our expectations. These projects may not be completed on schedule or within budgeted cost, or at all. We may construct facilities to capture anticipated future growth in production in a region in which such growth does not materialize. Since we are not engaged in the exploration for, and development of, natural gas and oil reserves, we often do not have access to third party estimates of potential reserves in an area prior to constructing facilities in such area. To the extent we rely on estimates of future production in our decision to construct new systems or additions to our systems, such estimates may prove to be inaccurate because there are numerous uncertainties inherent in estimating quantities of future production. As a result, these facilities may not be able to attract enough throughput to achieve our expected investment return, which could adversely affect our results of operations and financial condition. The construction of new systems or additions to our existing gathering and transportation assets may require us to obtain new rights-of- way prior to constructing these facilities. We may be unable to obtain such rights-of-way to connect new natural gas supplies to our existing gathering lines or capitalize on other attractive expansion opportunities. The construction of new systems or additions to our existing gathering and transportation assets may also require us to obtain various regulatory approvals. For example, under the NGA and the National Environmental Policy Act of 1969, FERC has broad authority to approve the construction of new interstate natural gas pipeline facilities, including imposing environmental conditions on certificates of public convenience and necessity. New pipeline infrastructure projects could face increased scrutiny and enhanced regulatory reviews by federal, state and/or environmental regulators due to an increased focus on climate change policies and the fossil fuel industry. While we do not currently have projects pending that are subject to material risk, any governmental or regulatory actions that place additional burdens and/or costs on future projects, could adversely impact our ability to develop new infrastructure. The construction of new systems or additions to our existing gathering and transportation assets may require us to rely on third parties downstream of our facilities to have available capacity for our delivered natural gas and NGLs. If such third party facilities are not constructed or operational at the time that the addition to our facilities is completed, we may experience adverse effects on our results of operations and financial condition. The construction of additional systems may require greater capital investment if the commodity prices of certain supplies, such as steel, increase. Construction also subjects us to risks related to the ability to construct projects within anticipated costs, including the risk of cost overruns resulting from inflation or increased costs of equipment, materials, labor, or other factors beyond our control that could adversely affect results of operations, financial position or cash flows. Our increasing dependence on digital technology puts us at risk for a cyber incident that could result in information theft, data corruption, operational disruption or financial loss. 39 We are increasingly reliant on digital technology to run our business and operate our assets. Our DCP 2.0 digital transformation includes a focus on increasing the use of digital technology in all aspects of our business. We use digital technology to conduct certain of our plant operations, to monitor pipelines, compressors, pumps, meters, and other operating assets, to record financial and operating data, and to maintain various information databases relating our business. Our service providers are also increasingly reliant on digital technology. Our and their reliance on this technology increasingly puts us at risk for technology system failures, telecommunication, data, and network disruptions, and cyberattacks and other breaches in cybersecurity, which could significantly impair our ability to conduct our business. Our insurance may not provide adequate protection from these risks. Any such events could damage our reputation and lead to financial losses from remedial actions, loss of business, or potential liability. As these cyber-risks continue to evolve and our dependence on digital technology grows, we may be required to expend significant additional resources to continue to modify or enhance our protective measures and remediate cyber vulnerabilities. Our business could be negatively impacted by security threats, including cybersecurity threats, terrorist attacks, the threat of terrorist attacks and related disruptions. We face a variety of security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable. Cybersecurity threats are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. These events could damage our reputation and lead to financial losses from remedial actions, loss of business or potential liability. We face the threat of future terrorist attacks on both our industry in general and on us, including the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terror. The increased security measures we have taken as a precaution against possible terrorist attacks have resulted in increased costs to our business. Any physical damage to facilities or cyber incidents resulting from acts of terrorism may not be covered, or covered fully, by insurance. We may be required to expend material amounts of capital to repair any facilities, the expenditure of which could adversely affect our business and cash flows. Changes in the insurance markets attributable to terrorist attacks may make certain types of insurance more difficult for us to obtain. Moreover, the insurance that may be available to us may be significantly more expensive than our existing insurance coverage. Instability in the financial markets as a result of terrorism or war could also affect our ability to raise capital. Risk Related to Our Indebtedness A downgrade of our credit rating could impact our liquidity, access to capital and our costs of doing business, and independent third parties determine our credit ratings outside of our control. A downgrade of our credit rating could increase our cost of borrowing under our Credit Agreement and could require us to post collateral with third parties, including our hedging arrangements, which could negatively impact our available liquidity and increase our cost of debt. Credit rating agencies perform independent analysis when assigning credit ratings. The analysis includes a number of criteria including, but not limited to, business composition, market and operational risks, as well as various financial tests. Credit rating agencies continue to review the criteria for industry sectors and various debt ratings and may make changes to those criteria from time to time. Credit ratings are not recommendations to buy, sell or hold our securities, although such credit ratings may affect the market value of our debt instruments. Ratings are subject to revision or withdrawal at any time by the ratings agencies. Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. We continue to have the ability to incur additional debt, subject to limitations within our Credit Agreement. Our level of debt could have important consequences to us, including the following: • • • • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms; an increased amount of cash flow will be required to make interest payments on our debt; our debt level will make us more vulnerable to competitive pressures or a downturn in our business or the economy generally; and our debt level may limit our flexibility in responding to changing business and economic conditions. 40 Our ability to obtain new debt funding or service our existing debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, in addition to market interest rates. If our operating results are not sufficient to service our current or future indebtedness, we may take actions such as reducing distributions, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital. We may not be able to effect any of these actions on satisfactory terms, or at all. Restrictions in our debt agreements may limit our ability to make distributions to unitholders and may limit our ability to capitalize on acquisitions and other business opportunities. Our debt agreements contain covenants limiting our ability to make distributions, incur indebtedness, grant liens, make acquisitions, investments or dispositions and engage in transactions with affiliates. Furthermore, our Credit Agreement contains covenants requiring us to maintain a certain leverage ratio and meet certain other tests. Any subsequent replacement of our debt agreements or any new indebtedness could have similar or greater restrictions. If our covenants are not met, whether as a result of reduced production levels of natural gas and NGLs as described above or otherwise, our financial condition, results of operations and ability to make distributions to our unitholders could be materially adversely affected. Changes in interest rates may adversely impact our ability to issue additional equity or incur debt, as well as the ability of exploration and production companies to finance new drilling programs around our systems. Interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase. As with other yield-oriented securities, our unit price is impacted by the level of our cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rank related yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest rate environment could impair our ability to issue additional equity or incur debt to make acquisitions, and for other purposes. Increased interest costs could also inhibit the financing of new capital drilling programs by exploration and production companies served by our systems. It is unclear how changes in the regulation of LIBOR or the discontinuation of LIBOR all together may affect our financing costs in the future. The Credit Agreement and the Securitization Facility both bear interest based on pricing grids tied to the London Interbank Offered Rate (“LIBOR”). Additionally, our three series of preferred limited partner units convert from fixed percentage distributions to distributions that accumulate an annual floating rate of the three-month LIBOR plus a spread of 5.148% (Series A starting in December 2022), 4.919% (Series B starting in June 2023), and 4.882% (Series C starting in October 2023), respectively. In May 2023, our 5.85% Fixed-to-Floating Rate Junior Subordinated Notes due 2043 converts from a fixed percentage of interest to interest based on an annual floating rate of the three-month LIBOR plus a spread of 3.85%. On July 27, 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that it does not intend to continue to persuade, or use its powers to compel, panel banks to submit rates for the calculation of LIBOR after 2021. It is not possible to predict whether, and to what extent, panel banks will continue to provide LIBOR submissions to the administrator of LIBOR after this time, which may cause LIBOR to perform differently than it did in the past and have other consequences that cannot be predicted. In addition, any other legal or regulatory changes made by the FCA, ICE Benchmark Administration Limited, the European Money Markets Institute (formerly Euribor-EBF), the European Commission or any other successor governance or oversight body, or future changes adopted by such body, in the method by which LIBOR is determined or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or prolonged increase or decrease in LIBOR, a delay in the publication of LIBOR, and changes in the rules or methodologies in LIBOR, which may discourage market participants from continuing to administer or to participate in LIBOR’s determination. This could result in LIBOR no longer being determined and published. If a published U.S. dollar LIBOR rate is unavailable after 2021, the interest rate on our Credit Agreement will need to be determined using alternative methods, which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on any outstanding debt under the Credit Agreement if U.S. dollar LIBOR was available in its current form. Further, the same costs and risks that may lead to the discontinuation or unavailability of U.S. dollar LIBOR may make one or more alternative methods of calculating interest impossible or impracticable to determine. As a result, any of these consequences may have an adverse effect on our financing costs. The outstanding senior notes and junior subordinated notes, or notes, are unsecured obligations of our operating subsidiary, DCP Midstream Operating, LP, or DCP Operating, and are not guaranteed by any of our subsidiaries. As a result, our notes 41 are effectively junior to DCP Operating’s existing and future secured debt and to all debt and other liabilities of its subsidiaries. The outstanding senior notes and junior subordinated notes, or notes, are unsecured obligations of our operating subsidiary, DCP Midstream Operating, LP, or DCP Operating, and are not guaranteed by any of our subsidiaries. As a result, our notes are effectively junior to DCP Operating’s existing and future secured debt and to all debt and other liabilities of its subsidiaries. The 4.75% Senior Notes due 2021, 4.95% Senior Notes due 2022, 3.875% Senior Notes due 2023, 5.375% Senior Notes due 2025, 5.625% Senior Notes due 2027, 5.125% Senior Notes due 2029, 8.125% Senior Notes due 2030, 6.450% Senior Notes due 2036, 6.750% Senior Notes due 2037, and 5.60% Senior Notes due 2044, or the Senior Notes, are senior unsecured obligations of DCP Operating and rank equally in right of payment with all of its other existing and future senior unsecured debt and effectively junior to any of its future secured indebtedness to the extent of the collateral securing such indebtedness. The 5.85% Fixed-to-Floating Rate Junior Subordinated Notes due 2043 are junior subordinated obligations of DCP Operating and rank junior in right of payment with all of its other existing and future senior unsecured debt. All of our operating assets are owned by our subsidiaries, and none of these subsidiaries guarantee DCP Operating’s obligations with respect to the notes. Creditors of DCP Operating’s subsidiaries may have claims with respect to the assets of those subsidiaries that rank effectively senior to the notes. In the event of any distribution or payment of assets of such subsidiaries in any dissolution, winding up, liquidation, reorganization or bankruptcy proceeding, the claims of those creditors would be satisfied prior to making any such distribution or payment to DCP Operating in respect of its direct or indirect equity interests in such subsidiaries. Consequently, after satisfaction of the claims of such creditors, there may be little or no amounts left available to make payments in respect of our notes. As of December 31, 2020, DCP Operating’s subsidiaries had no debt for borrowed money owing to any unaffiliated third parties, other than the amounts borrowed under the Securitization Facility. Such subsidiaries are not prohibited under the indentures governing the notes from incurring indebtedness in the future. In addition, because our notes and our guarantees of our notes are unsecured, holders of any secured indebtedness of us would have claims with respect to the assets constituting collateral for such indebtedness that are senior to the claims of the holders of our notes. Currently, we do not have any secured indebtedness, with the exception of our Securitization Facility. Although our debt agreements place some limitations on our ability to create liens securing debt, there are significant exceptions to these limitations that will allow us to secure significant amounts of indebtedness without equally and ratably securing the notes. If we incur secured indebtedness and such indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or reorganization, our assets would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on our notes. Consequently, any such secured indebtedness would effectively be senior to our notes and our guarantee of our notes, to the extent of the value of the collateral securing the secured indebtedness. In that event, our noteholders may not be able to recover all the principal or interest due under our notes. Our significant indebtedness and the restrictions in our debt agreements may adversely affect our future financial and operating flexibility. As of December 31, 2020, our consolidated principal indebtedness was $5,625 million. Our significant indebtedness and any additional debt we may incur in the future may adversely affect our liquidity and therefore our ability to make interest payments on our notes and distributions on our units. Debt service obligations and restrictive covenants in our Credit Agreement, and the indentures governing our notes may adversely affect our ability to finance future operations, pursue acquisitions and fund other capital needs as well as our ability to make distributions to our unitholders. In addition, this leverage may make our results of operations more susceptible to adverse economic or operating conditions by limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and may place us at a competitive disadvantage as compared to our competitors that have less debt. If we incur any additional indebtedness, including trade payables, that ranks equally with our notes, the holders of that debt will be entitled to share ratably with the holders of our notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us or DCP Operating. This may have the effect of reducing the amount of proceeds paid to our noteholders. If new debt is added to our current debt levels, the related risks that we now face could intensify. 42 Risks Inherent in an Investment in Our Common Units Conflicts of interest may exist between our individual unitholders and DCP Midstream, LLC, the owner of our general partner, which has sole responsibility for conducting our business and managing our operations. DCP Midstream, LLC owns and controls our general partner. Some of our general partner’s directors and all of its executive officers are directors or executive officers of DCP Midstream, LLC or its owners. Therefore, conflicts of interest may arise between DCP Midstream, LLC and its affiliates and our unitholders. In resolving these conflicts of interest, our general partner may favor its own interests and the interests of its affiliates over the interests of our unitholders. These conflicts include, among others, the following situations: • • neither our Partnership Agreement nor any other agreement requires DCP Midstream, LLC to pursue a business strategy that favors us. DCP Midstream, LLC’s directors and officers have a fiduciary duty to make these decisions in the best interests of the owners of DCP Midstream, LLC, which may be contrary to our interests; our general partner is allowed to take into account the interests of parties other than us, such as DCP Midstream, LLC and its affiliates, including Phillips 66 and Enbridge, in resolving conflicts of interest; • DCP Midstream, LLC and its affiliates, including Phillips 66 and Enbridge, are not limited in their ability to compete with us. Please read “DCP Midstream, LLC and its affiliates are not limited in their ability to compete with us” below; our general partner has limited its liability and reduced its fiduciary duties, and has also restricted the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty; our general partner determines the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and reserves, each of which can affect the amount of cash that is distributed to unitholders; our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a sustaining capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders; our general partner determines which costs incurred by it and its affiliates are reimbursable by us; our Partnership Agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf; our general partner intends to limit its liability regarding our contractual and other obligations and, in some circumstances, is entitled to be indemnified by us; our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units; our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates; and our general partner decides whether to retain separate counsel, accountants or others to perform services for us. • • • • • • • • • DCP Midstream, LLC and its affiliates are not limited in their ability to compete with us, which could cause conflicts of interest and limit our ability to acquire additional assets or businesses, which in turn could adversely affect our results of operations and cash available for distribution to our unitholders. Neither our Partnership Agreement nor the Services Agreement between us and DCP Midstream, LLC prohibits DCP Midstream, LLC and its affiliates, including Phillips 66 and Enbridge, from owning assets or engaging in businesses that compete directly or indirectly with us. In addition, DCP Midstream, LLC and its affiliates, including Phillips 66 and Enbridge, may acquire, construct or dispose of additional midstream or other assets in the future, without any obligation to offer us the opportunity to purchase or construct any of those assets. Each of these entities is a large, established participant in the midstream energy business, and each has significantly greater resources than we have, which factors may make it more difficult for us to compete with these entities with respect to commercial activities as well as for acquisition candidates. As a result, competition from these entities could adversely impact our results of operations and cash available for distribution. Cost reimbursements due to our general partner and its affiliates for services provided, which will be determined by our general partner, will be material. Pursuant to the Services Agreement, DCP Midstream, LLC and its affiliates will receive reimbursement for the payment of operating expenses related to our operations and for the provision of various general and administrative services for our benefit. Payments for these services will be material. In addition, under Delaware partnership law, our general partner has unlimited liability for our obligations, such as our debts and environmental liabilities, except for our contractual obligations that are 43 expressly made without recourse to our general partner. To the extent our general partner incurs obligations on our behalf, we are obligated to reimburse or indemnify it. If we are unable or unwilling to reimburse or indemnify our general partner, our general partner may take actions to cause us to make payments of these obligations and liabilities. These factors may reduce the amount of cash otherwise available for distribution to our unitholders. Our Partnership Agreement limits our general partner’s fiduciary duties to holders of our units. Although our general partner has a fiduciary duty to manage us in a manner beneficial to us and our unitholders, the directors and officers of our general partner have a fiduciary duty to manage our general partner in a manner beneficial to its owner, DCP Midstream, LLC. Our Partnership Agreement contains provisions that reduce the standards to which our general partner would otherwise be held by state fiduciary duty laws. For example, our Partnership Agreement permits our general partner to make a number of decisions either in its individual capacity, as opposed to in its capacity as our general partner or otherwise free of fiduciary duties to us and our unitholders. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include: • • • • its limited call right; its voting rights with respect to the units it owns; its registration rights; and its determination whether or not to consent to any merger or consolidation of the partnership or amendment to the Partnership Agreement. By purchasing a unit, a unitholder will agree to become bound by the provisions in the Partnership Agreement, including the provisions discussed above. Our Partnership Agreement restricts the remedies available to holders of our units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. Our Partnership Agreement contains provisions that restrict the remedies available to our unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. For example, our Partnership Agreement: • • provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was in the best interests of our partnership; generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the special committee of the board of directors of our general partner and not involving a vote of our unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or must be “fair and reasonable” to us, as determined by our general partner in good faith and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal. Holders of our units have limited voting rights and are not entitled to elect our general partner or its directors. Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business. Our unitholders do not elect our general partner or its board of directors, and have no right to elect our general partner or its board of directors on an annual or other continuing basis. The members of the board of directors of our general partner are chosen by the owner of our general partner. As a result of these limitations, the price at which the units trade could be diminished because of the absence or reduction of a takeover premium in the trading price. Our units may experience price volatility. Our unit price has experienced volatility in the past, and volatility in the price of our units may occur in the future as a result of any of the risk factors contained herein and the risks described in our other public filings with the SEC. For instance, 44 our units may experience price volatility as a result of changes in investor sentiment with respect to our competitors, our business partners and our industry in general, which may be influenced by volatility in prices for NGLs, natural gas and crude oil. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies but affect the market price of their securities. These market fluctuations may also materially and adversely affect the market price of our units. Even if our unitholders are dissatisfied, they may be unable to remove our general partner without its consent. The unitholders may be unable to remove our general partner without its consent because our general partner and its affiliates own a significant percentage of our outstanding units. The vote of the holders of at least 66 2/3% of all outstanding common units is required to remove the general partner. As of December 31, 2020, our general partner and its affiliates owned approximately 57% of our outstanding common units. Our Partnership Agreement restricts the voting rights of our unitholders owning 20% or more of any class of our units. Our unitholders’ voting rights are further restricted by the Partnership Agreement provision providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than our general partner, its affiliates, their transferees and persons who acquired such units with the prior approval of the board of directors of our general partner, cannot vote on any matter. Our Partnership Agreement also contains provisions limiting the ability of our unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting our unitholders’ ability to influence the manner or direction of management. If we are deemed an “investment company” under the Investment Company Act of 1940, it would adversely affect the price of our common units and could have a material adverse effect on our business. Our assets include certain equity investments, such as minority ownership interests in joint ventures, which may be deemed to be “investment securities” within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"). In the future, we may acquire additional minority-owned interests in joint ventures that could be deemed "investment securities." If a sufficient amount of our assets are deemed to be “investment securities” within the meaning of the Investment Company Act, we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or modify our organizational structure or our contract rights to fall outside the definition of an investment company. Registering as an investment company could, among other things, materially limit our ability to engage in transactions with affiliates, including the purchase and sale of certain securities or other property to or from our affiliates, restrict our ability to borrow funds or engage in other transactions involving leverage and require us to add additional directors who are independent of us or our affiliates. The occurrence of some or all of these events may have a material adverse effect on our business. Moreover, treatment of us as an investment company would prevent our qualification as a partnership for federal income tax purposes in which case we would be treated as a corporation for federal income tax purposes, and be subject to federal income tax at the corporate tax rate, which could significantly reduce the cash available for distributions. Additionally, distributions to our unitholders would be taxed again as corporate distributions and none of our income, gains, losses or deductions would flow through to our unitholders. Additionally, as a result of our desire to avoid having to register as an investment company under the Investment Company Act, we may have to forgo potential future acquisitions of interests in companies that may be deemed to be investment securities within the meaning of the Investment Company Act or dispose of our current interests in any of our assets that are deemed to be “investment securities.” Control of our general partner may be transferred to a third party without unitholder consent. Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of our unitholders. Furthermore, under our Partnership Agreement the owners of our general partner may pledge, impose a lien or transfer all or a portion of their respective ownership interest in our general partner to a third party. Any new owners of our general partner would then be in a position to replace the board of directors and officers of the general partner with its own choices and thereby influence the decisions taken by the board of directors and officers. We may generally issue additional units, including units that are senior to our common units, without our unitholders’ approval, which would dilute our unitholders’ existing ownership interests. 45 Our Partnership Agreement does not limit the number of additional common units that we may issue at any time without the approval of our unitholders. The issuance by us of additional common units, preferred units, or other equity securities of equal or senior rank will have the following effects: • • • • • our unitholders’ proportionate ownership interest in us will decrease, including a relative dilution of any voting rights; the amount of cash available for distribution on each unit may decrease; the ratio of taxable income to distributions may increase; the relative voting strength of each previously outstanding unit may be diminished; and the market price of the common units may decline. We are prohibited from paying distributions on our common units if distributions on our Preferred Units are in arrears. The holders of our 7.375% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Series A Preferred Units”), our 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Series B Preferred Units”), and our 7.95% Series C Fixed-to- Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Series C Preferred Units and together with the Series A Preferred Units and the Series B Preferred Units, the “Preferred Units”) are entitled to certain rights that are senior to the rights of holders of common units, such as rights to distributions and rights upon liquidation of the Partnership. If we do not pay the required distributions on our Preferred Units, we will be unable to pay distributions on our common units. Additionally, because distributions to our Preferred Unitholders are cumulative, we will have to pay all unpaid accumulated preferred distributions before we can pay any distributions to our common unitholders. Also, because distributions to our common unitholders are not cumulative, if we do not pay distributions on our common units with respect to any quarter, our common unitholders will not be entitled to receive distributions covering any prior periods if we later commence paying distributions on our common units. The preferences and privileges of the Preferred Units could adversely affect the market price for our common units, or could make it more difficult for us to sell our common units in the future. Our general partner including its affiliates may sell units in the public or private markets, which could reduce the market price of our outstanding common units. If our general partner or its affiliates holding unregistered common units were to dispose of a substantial portion of these units in the public market, whether in a single transaction or series of transactions, it could reduce the market price of our outstanding common units. In addition, these sales, or the possibility that these sales may occur, could make it more difficult for us to sell our common units in the future. Our general partner has a limited call right that may require our unitholders to sell their units at an undesirable time or price. If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than their then-current market price. As a result, our common unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment. Our common unitholders may also incur a tax liability upon a sale of their common units. The liability of holders of limited partner interests may not be limited if a court finds that unitholder action constitutes control of our business. A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to the general partner. Our partnership is organized under Delaware law and we conduct business in a number of other states. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the other states in which we do business. Holders of limited partner interests could be liable for any and all of our obligations as if such holder were a general partner if: • • a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or the right of holders of limited partner interests to act with other unitholders to remove or replace the general partner, to approve some amendments to our Partnership Agreement or to take other actions under our Partnership Agreement constitute “control” of our business. 46 Unitholders may have liability to repay distributions that were wrongfully distributed to them. Under certain circumstances, our unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Substituted limited partners are liable for the obligations of the assignor to make contributions to the partnership that are known to the substituted limited partner at the time it became a limited partner and for unknown obligations if the liabilities could be determined from the Partnership Agreement. Liabilities to partners on account of their partnership interest and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted. Risks Inherent in an Investment in Our Preferred Units Our Preferred Units are subordinated to our existing and future debt obligations, and your interests could be diluted by the issuance of additional units, including additional Preferred Units, and by other transactions. The Preferred Units are subordinated to all of our existing and future indebtedness. The payment of principal and interest on our debt reduces cash available for distribution to our limited partners, including the holders of Preferred Units. The issuance of additional units on parity with or senior to the Preferred Units (including additional Preferred Units) would dilute the interests of the holders of the Preferred Units, and any issuance of equal or senior ranking securities or additional indebtedness could affect our ability to pay distributions on, redeem or pay the liquidation preference on the Preferred Units. We distribute all of our available cash to our common unitholders and are not required to accumulate cash for the purpose of meeting our future obligations to holders of the Preferred Units, which may limit the cash available to make distributions on the Preferred Units. Our Partnership Agreement requires us to distribute all of our “available cash” each quarter to our common unitholders. “Available cash” is defined in our Partnership Agreement and described below under “Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Common Units—Distributions of Available Cash—Definition of Available Cash.” As a result, we do not expect to accumulate significant amounts of cash. Depending on the timing and amount of our cash distributions, these distributions could significantly reduce the cash available to us in subsequent periods to make payments on the Preferred Units. Tax Risks to Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our being subject to minimal entity-level taxation by individual states. If the Internal Revenue Service, or IRS, were to treat us as a corporation for federal income tax purposes, or we become subject to a material amount of entity-level taxation for state tax purposes, it would substantially reduce the amount of cash available for distribution to our unitholders. The anticipated after-tax economic benefit of an investment in the common units depends largely on our being treated as a partnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS regarding our status as a partnership. Despite the fact that we are a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to be treated as a corporation for federal income tax purposes. Although we do not believe based upon our current operations that we will be treated as a corporation, the IRS could disagree with the positions we take or a change in our business (or a change in current law) could cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to taxation as an entity. 47 If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is currently 21%, and would likely pay state income tax at varying rates. Distributions to a unitholder would generally be taxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits would flow through to the unitholder. Because a tax would be imposed upon us as a corporation, our cash available for distribution to a unitholder would be substantially reduced. Therefore, treatment of us as a corporation for federal tax purposes would result in a material reduction in the anticipated cash flow and after-tax return to a unitholder, likely causing a substantial reduction in the value of our units. The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. The present federal income tax treatment of publicly traded partnerships, including us, or an investment in our units, may be modified by administrative, legislative or judicial interpretation at any time. Any modification to the federal income tax laws and interpretations thereof may or may not be applied retroactively. Moreover, any such modification could make it more difficult or impossible for us to meet the exception that allows publicly traded partnerships that generate qualifying income to be treated as partnerships (rather than corporations) for federal income tax purposes, affect or cause us to change our business activities, or affect the tax consequences of an investment in our units. The U.S. Treasury Department issued final regulations interpreting the scope of activities that generate qualifying income under Section 7704 of the Internal Revenue Code of 1986, as amended, or the Code. We believe that the income we currently treat as qualifying income satisfies the requirements for qualifying income under the final regulations. The Tax Cuts and Jobs Act provides a deduction under Code Section 199A to a non-corporate common unitholder, for taxable years beginning after December 31, 2017 and ending on or before December 31, 2025, equal to 20% of his or her allocable share of our “qualified business income.” For purposes of this deduction, our “qualified business income” is equal to the sum of the net amount of our items of income, gain, deduction and loss to the extent such items are included or allowed in the determination of taxable income for the year, excluding, however, certain specified types of passive investment income (such as capital gains and dividends); and any gain recognized upon a disposition of our units to the extent such gain is attributable to certain assets, such as depreciation recapture and our “inventory items,” and is thus treated as ordinary income under Section 751 of the Code. This law also includes certain new limitations on the use of losses and other deductions to offset taxable income. Various aspects of this deduction and these limitations may be modified by administrative, legislative or judicial interpretations at any time, which may or may not be applied retroactively. Because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation, which would reduce the cash available for distribution to our unitholders. For example, we are required to pay the State of Texas a margin tax that is assessed at 0.75% of taxable margin apportioned to Texas. Changes in tax laws could adversely affect our performance. We are subject to extensive tax laws and regulations, with respect to federal, state and foreign income taxes and transactional taxes such as excise, sales/use, payroll, franchise and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted that could result in increased tax expenditures in the future. If tax authorities contest the tax positions we take, the market for our units may be adversely impacted, and the cost of any contest with a tax authority would reduce our cash available for distribution to our unitholders. We have not requested a ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes. Tax authorities may adopt positions that differ from the conclusions of our counsel or from the positions we take, and the tax authority's positions may ultimately be sustained. It may be necessary to resort to administrative or court proceedings to sustain some or all of our counsel’s conclusions or the positions we take. A court may not agree with some or all of our counsel’s conclusions or positions we take. Any contest with a tax authority, and the outcome of any such contest, may increase a unitholder’s tax liability and result in adjustment to items unrelated to us and could materially and adversely impact the market for our units and the price at which they trade. In addition, our costs of any contest with any tax authority will be borne indirectly by our unitholders because such costs will reduce our cash available for distribution. For taxable years beginning after December 31, 2017, the procedures for auditing large partnerships and the procedures for assessing and collecting taxes due (including applicable penalties and interest) as a result of an audit changed. Unless we are eligible to (and choose to) elect to issue statements similar to revised Schedules K-1 to our partners with respect to an audited and adjusted return, the IRS may assess and collect taxes (including any applicable penalties and interest) directly from us in the 48 year in which the audit is completed under the new procedures. If we are required to pay taxes, penalties and interest as the result of audit adjustments, cash available for distribution to our unitholders may be substantially reduced. In addition, because payment would be due for the taxable year in which the audit is completed, unitholders during that taxable year would bear the expense of the adjustment even if they were not unitholders during the audited taxable year. Our unitholders may be required to pay taxes on income from us even if the unitholders do not receive any cash distributions from us. Because our unitholders will be treated as partners to whom we will allocate taxable income, which could be different in amount than the cash we distribute, unitholders will be required to pay any federal income taxes and, in some cases, state and local income taxes on their share of our taxable income even if they receive no cash distributions from us. Unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the tax liability that results from that income. Certain actions that we may take, such as issuing additional units, may increase the federal income tax liability of unitholders. In the event we issue additional units or engage in certain other transactions in the future, the allocable share of nonrecourse liabilities allocated to the unitholders will be recalculated to take into account our issuance of any additional units. Any reduction in a unitholder’s share of our nonrecourse liabilities will be treated as a distribution of cash to that unitholder and will result in a corresponding tax basis reduction in a unitholder’s units. A deemed cash distribution may, under certain circumstances, result in the recognition of taxable gain by a unitholder, to the extent that the deemed cash distribution exceeds such unitholder’s tax basis in its units. In addition, the federal income tax liability of a unitholder could be increased if we dispose of assets or make a future offering of units and use the proceeds in a manner that does not produce substantial additional deductions, such as to repay indebtedness currently outstanding or to acquire property that is not eligible for depreciation or amortization for federal income tax purposes or that is depreciable or amortizable at a rate significantly slower than the rate currently applicable to our assets. Tax gain or loss on disposition of common units could be more or less than expected. If a unitholder sells its common units, the unitholder will recognize a gain or loss equal to the difference between the amount realized and the unitholder's tax basis in those common units. Because distributions to a unitholder in excess of the total net taxable income allocated to it for a common unit decreases its tax basis in that common unit, the amount, if any, of such prior excess distributions with respect to the units sold will, in effect, become taxable income to the unitholder if the common unit is sold at a price greater than their tax basis in that common unit, even if the price is less than their original cost. Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depreciation recapture. In addition, because the amount realized includes a unitholder’s share of our nonrecourse liabilities, if a unitholder sells its units, the unitholder may incur a tax liability in excess of the amount of cash the unitholder receives from the sale. Our unitholders may be subject to limitation on their ability to deduct interest expense incurred by us. In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year. However, under the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “Tax Cuts and Jobs Act”), for taxable years beginning after December 31, 2017, our deduction for “business interest” is limited to the sum of our business interest income and 30% (or 50% for 2020, as amended by the Coronavirus Aid, Relief and Economic Security Act on March 27, 2020) of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, any deduction allowable for depreciation, amortization, or depletion that is not required to be capitalized as part of cost of goods sold. 49 Tax-exempt entities and non-U.S. persons face unique tax issues from owning units that may result in adverse tax consequences to them. Investment in units by tax-exempt entities, such as individual retirement accounts, or IRAs, other retirement plans and non-U.S. persons raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income, which may be taxable to them. Further, with respect to taxable years beginning after December 31, 2017, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours that is engaged in one or more unrelated trade or business) may be required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each such trade or business (including for purposes of determining any net operating loss deduction). As a result, for years beginning after December 31, 2017, it may not be possible for tax-exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business or vice versa. Distributions to non-U.S. persons will be reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file United States federal tax returns and pay tax on their share of our taxable income. Gain recognized from a sale or other disposition of our units by a non-U.S. person will be subject to federal income tax as income effectively connected with a U.S. trade or business. Moreover, the transferee of our units (or the transferee's broker, if applicable) is generally required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person. Recent final regulations provide for the application of this withholding rule to open market transfers of interest in publicly traded partnerships beginning on January 1, 2022. Under these regulations, the “amount realized” for purposes of this withholding is the gross proceeds paid or credited upon the transfer. If a unitholder is a tax-exempt entity or a non-U.S. person, the unitholder should consult its tax advisor before investing in our units. We treat each purchaser of our common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units. Because we cannot match transferors and transferees of common units and because of other reasons, we have adopted depreciation and amortization positions that may not conform to all aspects of existing Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to the unitholders. It also could affect the timing of these tax benefits or the amount of gain from the sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to our unitholders’ tax returns. We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders. We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The U.S. Treasury Department has adopted final regulations that provide a safe harbor pursuant to which publicly traded partnerships may use a similar monthly simplifying convention to allocate tax items among transferor and transferee unitholders. These regulations do not specifically authorize the proration method we have previously used. If the IRS were to challenge our proration method or new Treasury regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. 50 A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units. If so, the unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may be required to recognize gain or loss from the disposition. Because a unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of the loaned units, the unitholder may no longer be treated for tax purposes as a partner with respect to those units during the period of the loan to the short seller and such unitholder may be required to recognize gain or loss from such disposition. Moreover, during the period of the loan to the short seller, any of our income, gain, loss or deduction with respect to those units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing and lending their units. We have adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between the unitholders. The IRS may challenge this treatment, which could adversely affect the value of the units. When we issue additional units or engage in certain other transactions, we determine the fair market value of our assets and allocate any unrealized gain or loss attributable to our assets to the capital accounts of our unitholders. Our methodology may be viewed as understating the value of our assets. In that case, there may be a shift of income, gain, loss and deduction between certain unitholders, which may be unfavorable to such unitholders. Moreover, subsequent purchasers of our units may have a greater portion of their adjustment under Section 743(b) of the Code allocated to our tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge our valuation methods, or our allocation of the Section 743(b) adjustment attributable to our tangible and intangible assets, and allocations of income, gain, loss and deduction between certain of our unitholders. A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to our unitholders. It also could affect the amount of gain from our unitholders’ sale of our units and could have a negative impact on the value of our units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions. Treatment of distributions on our Preferred Units as guaranteed payments for the use of capital creates a different tax treatment for the holders of Preferred Units than the holders of our common units. The tax treatment of distributions on our Preferred Units is uncertain. We will treat the holders of our Preferred Units as partners for tax purposes and will treat distributions on our Preferred Units as guaranteed payments for the use of capital that will generally be taxable to the holders of our Preferred Units as ordinary income and will not be eligible for the deduction provided for under Code Section 199A. Although a holder of our Preferred Units could recognize taxable income from the accrual of such a guaranteed payment even in the absence of a contemporaneous distribution, we anticipate accruing and making the guaranteed payment distributions associated with the Preferred Units. Because the guaranteed payment for each unit must accrue as income to a holder during the taxable year of the accrual, the guaranteed payments attributable to the period beginning December 15 and ending December 31 will accrue as income to the holder of record of a Preferred Unit on December 31 for such period, regardless of whether such holder continues to own the Preferred Units at the time the actual distribution is made. Otherwise, the holders of our Preferred Units are generally not anticipated to share in our items of income, gain, loss or deduction, except to the extent necessary to provide, to the extent possible, the Preferred Units with the benefit of the liquidation preference. We will not allocate any share of our nonrecourse liabilities to the holders of our Preferred Units. If our Preferred Units were treated as indebtedness for tax purposes, rather than as partnership interests, distributions on our Preferred Units likely would be treated as payments of interest by us to the holders of our Preferred Units, rather than as guaranteed payments for the use of capital. A holder of our Preferred Units will be required to recognize gain or loss on a sale of its Preferred Units equal to the difference between the amount realized by such holder and tax basis in the Preferred Units sold. The amount realized generally will equal the sum of the cash and the fair market value of other property such holder receives in exchange for such Preferred Units. Subject to general rules requiring a blended basis among multiple partnership interests, the tax basis of a Preferred Unit will generally be equal to the sum of the cash and the fair market value of other property paid by the holder of the Preferred Unit to acquire such Preferred Unit. Gain or loss recognized by a holder of a Preferred Unit on the sale or exchange of a Preferred Unit held for more than one year generally will be taxable as long-term capital gain or loss. Because holders of our Preferred Units will generally not be allocated a share of our items of depreciation, depletion or amortization, it is not anticipated that such holders would be required to recharacterize any portion of their gain as ordinary income as a result of the recapture rules. 51 Unitholders may be subject to state and local taxes and return filing requirements in states where they do not live as a result of investing in our units. In addition to federal income taxes, unitholders may be subject to other taxes, including foreign, state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we do business or own property, even if the unitholders do not live in any of those jurisdictions. Unitholders may be required to file foreign, state and local income tax returns and pay state and local income taxes in some or all of these jurisdictions. Further, the unitholder may be subject to penalties for failure to comply with those requirements. As we make acquisitions or expand our business, we may own assets or do business in additional states that impose a personal income tax or an entity level tax. It is each unitholder’s responsibility to file all United States federal, foreign, state and local tax returns. Our counsel has not rendered an opinion on the foreign, state or local tax consequences of an investment in our units. General Risk Factors Our ability to manage and grow our business effectively could be adversely affected if we or DCP Midstream, LLC and its subsidiaries fail to attract and retain key management personnel and skilled employees. We rely on our executive management team to manage our day-to-day affairs and establish and execute our strategic business and operational plans. This executive management team has significant experience in the midstream energy industry. The loss of any of our executives or the failure to fill new positions created by expansion, turnover or retirement could adversely affect our ability to implement our business strategy. In addition, our operations require engineers, operational and field technicians and other highly skilled employees. Competition for experienced executives and skilled employees is intense and increases when the demand from other energy companies for such personnel is high. Our ability to execute on our business strategy and to grow or continue our level of service to our current customers may be impaired and our business may be adversely impacted if we or DCP Midstream, LLC and its subsidiaries are unable to attract, train and retain such personnel, which may have an adverse effect on our results of operations and ability to make cash distributions. Future disruptions in the global credit markets may make equity and debt markets less accessible and capital markets more costly, create a shortage in the availability of credit and lead to credit market volatility, which could disrupt our financing plans and limit our ability to grow. From time to time, public equity markets experience significant declines, and global credit markets experience a shortage in overall liquidity and a resulting disruption in the availability of credit. Future disruptions in the global financial marketplace, including the bankruptcy or restructuring of financial institutions, could make equity and debt markets inaccessible, and adversely affect the availability of credit already arranged and the availability and cost of credit in the future. We have availability under our Credit Agreement to borrow additional capital, but our ability to borrow under that facility could be impaired if one or more of our lenders fails to honor its contractual obligation to lend to us. As a publicly traded partnership, these developments could significantly impair our ability to make acquisitions or finance growth projects. We distribute all of our available cash, as defined in our amended and restated Partnership Agreement (the “Partnership Agreement”), to our common unitholders on a quarterly basis. We rely upon external financing sources, including the issuance of debt and equity securities and bank borrowings, to fund acquisitions or expansion capital expenditures or fund routine periodic working capital needs. Any limitations on our access to external capital, including limitations caused by illiquidity or volatility in the capital markets, may impair our ability to complete future acquisitions and construction projects on favorable terms, if at all. As a result, we may be at a competitive disadvantage as compared to businesses that reinvest all of their available cash to expand ongoing operations, particularly under adverse economic conditions. Volatility in the capital markets may adversely impact our liquidity. The capital markets may experience volatility, which may lead to financial uncertainty. Our access to funds under the Credit Agreement is dependent on the ability of the lenders that are party to the Credit Agreement to meet their funding obligations. Those lenders may not be able to meet their funding commitments if they experience shortages of capital and liquidity. If lenders under the Credit Agreement were to fail to fund their share of the Credit Agreement, our available borrowings could be further reduced. In addition, our borrowing capacity may be further limited by the financial covenants contained in the Credit Agreement. 52 A significant downturn in the economy could adversely affect our results of operations, financial position or cash flows. In the event that our results were negatively impacted, we could require additional borrowings. A deterioration of the capital markets could adversely affect our ability to access funds on reasonable terms in a timely manner. Item 1B. Unresolved Staff Comments None. 53 Item 2. Properties For details on our plants, fractionation and storage facilities and pipeline systems, please read Item 1. “Business - Our Operating Segments.” We believe that our properties are generally in good condition, well maintained and are suitable and adequate to carry on our business at capacity for the foreseeable future. Our real property falls into two categories: (1) parcels that we own in fee; and (2) parcels in which our interest derives from leases, easements, rights- of-way, permits or licenses from landowners or governmental authorities permitting the use of such land for our operations. Portions of the land on which our plants and other major facilities are located are owned by us in fee title, and we believe that we have satisfactory title to these lands. The remainder of the land on which our plant sites and major facilities are located are held by us pursuant to ground leases between us, as lessee, and the fee owner of the lands, as lessors. We, or our predecessors, have leased these lands for many years without any material challenge known to us relating to the title to the land upon which the assets are located, and we believe that we have satisfactory leasehold estates to such lands. We have no knowledge of any challenge to the underlying fee title of any material lease, easement, right-of-way, permit or license held by us or to our title to any material lease, easement, right-of-way, permit or lease, and we believe that we have satisfactory title to all of our material leases, easements, rights-of-way, permits and licenses. Our principal executive offices are located at 370 17th Street, Suite 2500, Denver, Colorado 80202, our telephone number is 303-595-3331 and our website address is www.dcpmidstream.com. Item 3. Legal Proceedings See Item 8 - Financial Statements - Notes to Consolidated Financial Statements - Note 21 in Part II of this Form 10-K for information about legal proceedings. For the disclosure of environmental proceedings with a governmental entity as a party pursuant to Item 103(c)(3)(iii) of Regulation S-K, the Company has elected to disclose matters where the Company reasonably believes such proceeding would result in monetary sanctions, exclusive of interest costs, of $1.0 million or more. Item 4. Mine Safety Disclosures Not applicable. 54 Item 5. Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Common Units PART II Market Information Our common units are listed on the New York Stock Exchange (“NYSE”) under the symbol “DCP”. As of February 17, 2021, there were approximately 37 unitholders of record of our common units. This number does not include unitholders whose common units are held in trust by other entities. Distributions of Available Cash General - Our Partnership Agreement requires that, within 45 days after the end of each quarter, we distribute all of our Available Cash (defined below) to unitholders of record on the applicable record date, as determined by our general partner. Definition of Available Cash - Available Cash, for any quarter, consists of all cash and cash equivalents on the date of determination of available cash for that quarter: • less the amount of cash reserves established by our general partner to: • • • • provide for the proper conduct of our business, including reserves for future capital expenditures and anticipated credit needs; comply with applicable law or any debt instrument or other agreement or obligation; provide funds to make payments on the Preferred Units; or provide funds for distributions to our common unitholders for any one or more of the next four quarters. • plus, if our general partner so determines, all or a portion of cash and cash equivalents on hand on the date of determination of Available Cash for the quarter. Our current quarterly distribution is $0.39 per unit, or $1.56 per unit annualized. There is no guarantee that we will maintain our current distribution or pay any distribution on the units in any quarter. Even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined by our general partner, taking into consideration the terms of our Partnership Agreement. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Capital Requirements - Liquidity and Capital Resources” for a discussion of the restrictions included in our Credit Agreement that may restrict our ability to make distributions. Please read the Distributions of Available Cash section in Note 16 of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for more details about the distribution targets. On January 21, 2021, we announced that the board of directors of DCP Midstream GP, LLC declared a quarterly distribution of $0.39 per unit, which was paid on February 12, 2021, to unitholders of record on February 5, 2021. Preferred Units - Distributions of the Preferred Units are payable out of Available Cash, are accretive and are cumulative from the date of original issuance of the Preferred Units. • Distributions on the Series A Preferred Units are payable semiannually in arrears on June 15th and December 15th of each year. • Distributions on the Series B Preferred Units are payable quarterly in arrears on the 15th day of March, June, September and December of each year to holders of record as of the close of business on the first business day of the month in which the distribution will be made. • Distributions on the Series C Preferred Units are payable quarterly in arrears on the 15th day of January, April, July and October of each year to holders of record as of the close of business on the first business day of the month in which the distribution will be made. Securities Authorized for Issuance Under Equity Compensation Plans The information relating to our equity compensation plans required by Item 5 is incorporated by reference to such information as set forth in Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters” contained herein. 55 Item 6. Selected Financial Data The following table shows our selected financial data for the periods and as of the dates indicated, which is derived from our consolidated financial statements. The information contained herein should be read together with, and is qualified in its entirety by reference to, the consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. Our operating results incorporate a number of significant estimates and uncertainties. Such matters could cause the data included herein to not be indicative of our future financial condition or results of operations. The table should also be read together with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following table shows our selected financial and operating data for the periods and as of the dates indicated, which is derived from our consolidated financial statements. Statements of Operations Data: Sales of natural gas, NGLs and condensate Transportation, processing and other Trading and marketing gains (losses), net Total operating revenues Operating costs and expenses: Purchases and related costs Operating and maintenance expense Depreciation and amortization expense General and administrative expense Asset impairments Other expense (income), net Loss (gain) on sale of assets, net Restructuring costs Total operating costs and expenses Operating (loss) income Loss on financing activities Interest expense Earnings from unconsolidated affiliates (a) (Loss) income before income taxes Income tax benefit (expense) Net (loss) income Net income attributable to noncontrolling interests Net (loss) income attributable to partners Net loss attributable to predecessor operations (b) Series A preferred limited partners' interest in net income Series B preferred limited partners' interest in net income Series C preferred limited partners' interest in net income General partner interest in net income Net (loss) income allocable to limited partners Net (loss) income per limited partner unit - basic and diluted $ $ $ 2020 5,691 $ 455 156 6,302 4,743 607 376 253 746 15 — 9 6,749 (447) — (302) 447 (302) — (302) (4) (306) — (37) (13) (9) — (365) $ (1.75) $ 56 2019 Year Ended December 31, 2018 (millions, except per unit amounts) 2017 7,199 $ 439 (13) 7,625 6,022 728 404 275 247 8 80 11 7,775 (150) — (304) 474 20 1 21 (4) 17 — (37) (13) (9) (118) (160) $ (1.05) $ 9,374 $ 489 (41) 9,822 7,850 $ 652 (40) 8,462 8,019 760 388 276 145 11 — — 9,599 223 (19) (269) 370 305 (3) 302 (4) 298 — (37) (8) (2) (164) 6,885 661 379 290 48 11 (34) — 8,240 222 — (289) 303 236 (2) 234 (5) 229 — (4) — — (164) 87 $ 0.61 $ 61 $ 0.43 $ 2016 6,269 647 (23) 6,893 5,461 670 378 292 — (65) (35) 13 6,714 179 — (321) 282 140 (46) 94 (6) 88 224 — — — (124) 188 1.64 Balance Sheet Data (at period end): Property, plant and equipment, net Total assets Accounts payable Long-term debt Partners’ equity Predecessor equity Noncontrolling interests Total equity Other Information: Cash distributions declared per unit Cash distributions paid per unit 2020 7,993 $ 12,957 $ 720 $ 5,119 $ 5,834 $ — $ 27 $ 5,861 $ 1.56 $ 1.95 $ $ $ $ $ $ $ $ $ $ $ 2019 Year Ended December 31, 2018 (millions, except per unit amounts) 2017 8,811 $ 14,127 $ 773 $ 5,321 $ 6,605 $ — $ 28 $ 6,633 $ 3.12 $ 3.12 $ 9,135 $ 14,266 $ 926 $ 4,782 $ 7,268 $ — $ 29 $ 7,297 $ 8,983 $ 13,878 $ 1,076 $ 4,707 $ 7,408 $ — $ 30 $ 7,438 $ 3.12 $ 3.12 $ 3.12 $ 3.12 $ 2016 9,069 13,611 735 4,907 2,601 4,220 32 6,853 3.12 3.12 (a) (b) Includes our proportionate share of the earnings of our unconsolidated affiliates. Earnings include the amortization of the net difference between the carrying amount of the investments and the underlying equity of the entities. Includes net loss attributable to the DCP Midstream Business prior to the date of our acquisition from DCP Midstream, LLC. 57 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion analyzes our financial condition and results of operations. You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and notes included elsewhere in this Annual Report on Form 10-K. Overview We are a Delaware limited partnership formed by DCP Midstream, LLC to own, operate, acquire and develop a diversified portfolio of complementary midstream energy assets. Our operations are organized into two reportable segments: (i) Logistics and Marketing and (ii) Gathering and Processing. Our Logistics and Marketing segment includes transporting, trading, marketing and storing natural gas and NGLs, and fractionating NGLs. Our Gathering and Processing segment consists of gathering, compressing, treating, and processing natural gas, producing and fractionating NGLs, and recovering condensate. General Trends and Outlook In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, and the U.S. economy began to experience pronounced effects of the COVID-19 pandemic, curtailing global operations and travel, government mandated quarantines and stay at home orders, and an overall substantial slowdown of economic activity. A further downturn in global economic growth, or recessionary conditions in major geographic regions, is expected to lead to continued reduced demand for gas and NGLs, to negatively affect the market prices of our products, and to materially and adversely affecting our business, results of operations and liquidity. The extent of the impact of the COVID-19 pandemic on our operational and financial performance is anticipated to be temporary, but there is uncertainty around the extent and duration of the COVID-19 pandemic and its related impact on us. We have experienced a negative effect on our results of operations during 2020 due to industry wide conditions, significantly depressed commodity prices and volumes and the economic impact of the COVID-19 pandemic. Management anticipates that our results of operations will continue to be negatively affected by the industry and economic impact of the COVID-19 pandemic in 2021 and beyond, however, the degree to which these factors will impact our business remains uncertain and the related financial impact of any such disruption cannot be reasonably estimated at this time. We have taken proactive measures to address the unprecedented COVID-19 pandemic in order to maintain essential business functions at our plants and critical infrastructure with minimal disruptions. Our current continuity plan specifically addresses technology, communications, and remote operations. To protect our workforce, we have encouraged those employees who are able to work from home do so, while implementing additional safety guidelines at our plants for those who cannot. We continue to prioritize safe and reliable operations and have not experienced a disruption to operations or incurred significant additional costs as a result of the COVID-19 pandemic. The sustained deterioration in commodity prices and volumes, other market declines or a decline in our unit price, may negatively impact our results of operations, and may increase the likelihood of further non-cash impairment charges or non-cash lower of cost or net realizable value inventory adjustments. In 2020 we actively responded to the uncertain and volatile commodity and financial market conditions by executing a reduction of costs, capital and distributions. As uncertainty persists we will sustain cost reductions into 2021 and continue to increase efficiency via our transformation efforts. We are maintaining our cost discipline and reduced capital expenditures while optimizing our assets to generate and retain excess free cash flow to fund our business operations, maintain our distribution, and to retire debt and strengthen our balance sheet. Our business is impacted by commodity prices and volumes. We mitigate a significant portion of commodity price risk on an overall Partnership basis by growing our fee based assets and by executing on our hedging program. Various factors impact both commodity prices and volumes, and as indicated in Item 7A. “Quantitative and Qualitative Disclosures about Market Risk,” we have sensitivities to certain cash and non-cash changes in commodity prices. Commodity prices have declined substantially and experienced significant volatility in 2020. If commodity prices remain weak for a sustained period, our natural gas throughput and NGL volumes will be impacted, particularly as producers are curtailing or redirecting drilling. Our long-term view is that commodity prices will be at levels that we believe will support sustained or increasing levels of domestic production. In recent years we have transformed our business to a more fee-based portfolio, more heavily focused on the business of the Logistics segment to reduce commodity exposure. In addition, we use our strategic hedging program to further mitigate commodity price exposure. We expect future commodity prices will be influenced by tariffs and other global economic conditions, the level of North American production and drilling activity by exploration and production companies, 58 the balance of trade between imports and exports of liquid natural gas, NGLs and crude oil, and the severity of winter and summer weather. Our business is primarily driven by the level of production of natural gas by producers and of NGLs from processing plants connected to our pipelines and fractionators. These volumes can be impacted by, among other things, reduced drilling activity, depressed commodity prices, severe weather disruptions, operational outages and ethane rejection. Due to the COVID-19 pandemic, there was a significant, unprecedented reduction in global demand for crude oil during the first half of 2020. This resulted in well curtailments and a precipitous drop in drilling activity. Upstream producers have maintained their reduced capital expenditures as uncertainty continues into 2021. As a result, we expect volumes to remain below 2019 levels which will to continue to impact earnings. We hedge commodity prices associated with a portion of our expected natural gas, NGL and condensate equity volumes in our Gathering and Processing segment. Drilling activity levels vary by geographic area; we will continue to target our strategy in geographic areas where we expect producer drilling activity. We believe our contract structure with our producers provides us with significant protection from credit risk since we generally hold the product, sell it and withhold our fees prior to remittance of payments to the producer. Currently, our top 20 producers account for a majority of the total natural gas that we gather and process and of these top 20 producers, 6 have investment grade credit ratings. The global economic outlook continues to be cause for concern for U.S. financial markets and businesses and investors alike. This uncertainty may contribute to volatility in financial and commodity markets. We believe we are positioned to withstand current and future commodity price volatility as a result of the following: • Our growing fee-based business represents a significant portion of our margins. • We have positive operating cash flow from our well-positioned and diversified assets. • We have focused cost reduction efforts. • We have a well-defined and targeted multi-year hedging program. • We manage our disciplined capital growth program with a significant focus on fee-based agreements and projects with long-term volume outlooks. • We believe we have a solid capital structure and balance sheet. • We believe we have access to sufficient capital to fund our growth including excess distribution coverage and divestitures. During 2021, our strategic objectives are to generate Excess Free Cash Flows (a non-GAAP measure defined in “Reconciliation of Non-GAAP Measures - Excess Free Cash Flows”) and reduce leverage. We believe the key elements to generating Excess Free Cash Flows are the diversity of our asset portfolio, our fee-based business which represents a significant portion of our estimated margins, plus our hedged commodity position, the objective of which is to protect against downside risk in our Excess Free Cash Flows. We will continue to pursue incremental revenue, cost efficiencies and operating improvements of our assets through process and technology improvements. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about or interpretations of available information prove to be incorrect, our actual results may vary materially from our expected results. We incur capital expenditures for our consolidated entities and our unconsolidated affiliates. Our 2021 plan includes sustaining capital expenditures of between $45 million and $85 million and expansion capital expenditures of between $25 million and $75 million. Recent Events Common and Preferred Distributions On January 21, 2021, we announced that the board of directors of the General Partner declared a quarterly distribution on our common units of $0.39 per common unit. The distribution was paid on February 12, 2021 to unitholders of record on February 5, 2021. On the same date, the board of directors of the General Partner declared a quarterly distribution on our Series B and Series C Preferred Units of $0.4922 and $0.4969 per unit, respectively. The Series B distributions will be paid on March 15, 2021 to 59 unitholders of record on March 1, 2021. The Series C distribution will be paid on April 15, 2021 to unitholders of record on April 1, 2021. Factors That May Significantly Affect Our Results Logistics and Marketing Segment Our Logistics and Marketing segment operating results are impacted by, among other things, the throughput volumes of the NGLs we transport on our NGL pipelines and the volumes of NGLs we fractionate and store. We transport, fractionate and store NGLs primarily on a fee basis. Throughput may be negatively impacted as a result of our customers operating their processing plants in ethane rejection mode, often as a result of low ethane prices relative to natural gas prices. Factors that impact the supply and demand of NGLs, as described below in our Gathering and Processing segment, may also impact the throughput and volume for our Logistics and Marketing segment. These contractual arrangements may require our customers to commit a minimum level of volumes to our pipelines and facilities, thereby mitigating our exposure to volume risk. However, the results of operations for this business segment are generally dependent upon the volume of product transported, fractionated or stored and the level of fees charged to customers. We do not take title to the products transported on our NGL pipelines, fractionated in our fractionation facilities or stored in our storage facility; rather, the customer retains title and the associated commodity price risk. The volumes of NGLs transported on our pipelines are dependent on the level of production of NGLs from processing plants connected to our NGL pipelines. When natural gas prices are high relative to NGL prices, it is less profitable to process natural gas because of the higher value of natural gas compared to the value of NGLs and because of the increased cost of separating the NGLs from the natural gas. As a result, we have experienced periods in the past, in which higher natural gas or lower NGL prices reduce the volume of NGLs extracted at plants connected to our NGL pipelines and, in turn, lower the NGL throughput on our assets. Our results of operations for our Logistics and Marketing segment are also impacted by increases and decreases in the volume, price and basis differentials of natural gas associated with our natural gas storage and pipeline assets, as well as our underlying derivatives associated with these assets. We manage commodity price risk related to our natural gas storage and pipeline assets through our commodity derivative program. The commercial activities related to our natural gas storage and pipeline assets primarily consist of the purchase and sale of gas and associated time spreads and basis spreads. A time spread transaction is executed by establishing a long gas position at one point in time and establishing an equal short gas position at a different point in time. Time spread transactions allow us to lock in a margin supported by the injection, withdrawal, and storage capacity of our natural gas storage assets. We may execute basis spread transactions to mitigate the risk of sale and purchase price differentials across our system. A basis spread transaction allows us to lock in a margin on our physical purchases and sales of gas, including injections and withdrawals from storage. Gathering and Processing Segment Our results of operations for our Gathering and Processing segment are impacted by (1) the prices of and relationship between commodities such as NGLs, crude oil and natural gas, (2) increases and decreases in the wellhead volume and quality of natural gas that we gather, (3) the associated Btu content of our system throughput and our related processing volumes, (4) the operating efficiency and reliability of our processing facilities, (5) potential limitations on throughput volumes arising from downstream and infrastructure capacity constraints, and (6) the terms of our processing contract arrangements with producers. This is not a complete list of factors that may impact our results of operations but, rather, are those we believe are most likely to impact those results. Volume and operating efficiency generally are driven by wellhead production, plant recoveries, operating availability of our facilities, physical integrity and our competitive position on a regional basis, and more broadly by demand for natural gas, NGLs and condensate. Historical and current trends in the price changes of commodities may not be indicative of future trends. Volume and prices are also driven by demand and take-away capacity for residue natural gas and NGLs. Our processing contract arrangements can have a significant impact on our profitability and cash flow. Our actual contract terms are based upon a variety of factors, including the commodity pricing environment at the time the contract is executed, natural gas quality, geographic location, customer requirements and competition from other midstream service providers. Our gathering and processing contract mix and, accordingly, our exposure to natural gas, NGL and condensate prices, may change as a result of producer preferences, impacting our expansion in regions where certain types of contracts are more common as well as other market factors. We generate our revenues and our adjusted gross margin for our Gathering and Processing 60 segment principally from contracts that contain a combination of fee based arrangements and percent-of-proceeds/liquids arrangements. Our Gathering and Processing segment operating results are impacted by market conditions causing variability in natural gas, crude oil and NGL prices. The midstream natural gas industry is cyclical, with the operating results of companies in the industry significantly affected by drilling activity, which may be impacted by prevailing commodity prices and global demand. The number of active oil and gas drilling rigs in the United States significantly decreased, from 866 on December 31, 2019 to 351 on December 31, 2020. Although the prevailing price of residue natural gas has less short-term significance to our operating results than the price of NGLs, in the long-term, the growth and sustainability of our business depends on commodity prices being at levels sufficient to provide incentives and capital for producers to explore for and produce natural gas. The prices of NGLs, crude oil and natural gas can be extremely volatile for periods of time, and may not always have a close relationship. Due to our hedging program, changes in the relationship of the price of NGLs and crude oil may cause our commodity price exposure to vary, which we have attempted to capture in our commodity price sensitivities in Item 7A in this 2020 Form 10-K, “Quantitative and Qualitative Disclosures about Market Risk.” Our results may also be impacted as a result of non-cash lower of cost or net realizable value inventory or imbalance adjustments, which occur when the market value of commodities decline below our carrying value. We face strong competition in acquiring raw natural gas supplies. Our competitors in obtaining additional gas supplies and in gathering and processing raw natural gas includes major integrated oil and gas companies, interstate and intrastate pipelines, and companies that gather, compress, treat, process, transport, store and/or market natural gas. Competition is often the greatest in geographic areas experiencing robust drilling by producers and during periods of high commodity prices for crude oil, natural gas and/or NGLs. Competition is also increased in those geographic areas where our commercial contracts with our customers are shorter term and therefore must be renegotiated on a more frequent basis. Weather The economic impact of severe weather may negatively affect the nation’s short-term energy supply and demand, and may result in commodity price volatility. Additionally, severe weather may restrict or prevent us from fully utilizing our assets, by damaging our assets, interrupting utilities, and through possible NGL and natural gas curtailments downstream of our facilities, which restricts our production. These impacts may linger past the time of the actual weather event. Although we carry insurance on the vast majority of our assets, insurance may be inadequate to cover our loss in some instances, and in certain circumstances we have been unable to obtain insurance on commercially reasonable terms, if at all. Many parts of the United States are currently experiencing winter storms that brought extraordinary arctic conditions, record low temperatures, and precipitation. This extreme weather event in February impacted the commodity markets, particularly natural gas pricing. Wide fluctuations in the price of natural gas caused by extreme weather events increase our working capital requirements in order to fund settlements or margin requirements on open positions on commodities exchanges. As described in Liquidity and Capital Resources, we have borrowed on our Credit Agreement to meet these short- term needs as a result of timing differences between our obligations and billing our customers. We expect these short-term working capital borrowings to decrease in the ordinary course of business in connection with monthly contract settlements with our customers and counterparties. Capital Markets Volatility in the capital markets may impact our business in multiple ways, including limiting our producers’ ability to finance their drilling programs and operations and limiting our ability to support or fund our operations and growth. These events may impact our counterparties’ ability to perform under their credit or commercial obligations. Where possible, we have obtained additional collateral agreements, letters of credit from highly rated banks, or have managed credit lines to mitigate a portion of these risks. Impact of Inflation Inflation has been relatively low in the United States in recent years. However, the inflation rates impacting our business fluctuate throughout the broad economic and energy business cycles. Consequently, our costs for chemicals, utilities, materials and supplies, labor and major equipment purchases may increase during periods of general business inflation or periods of relatively high energy commodity prices. 61 Other The above factors, including sustained deterioration in commodity prices and volumes, other market declines or a decline in our common unit price, may negatively impact our results of operations, and may increase the likelihood of a non-cash impairment charge or non-cash lower of cost or net realizable value inventory adjustments. How We Evaluate Our Operations Our management uses a variety of financial and operational measurements to analyze our performance. These measurements include the following: (1) volumes; (2) adjusted gross margin and segment adjusted gross margin; (3) operating and maintenance expense, and general and administrative expense; (4) adjusted EBITDA; (5) adjusted segment EBITDA; (6) Distributable Cash Flow and (7) Excess Free Cash Flow. Adjusted gross margin, segment adjusted gross margin, adjusted EBITDA, adjusted segment EBITDA, Distributable Cash Flow and Excess Free Cash Flow are non-GAAP. To the extent permitted, we present certain non-GAAP measures and reconciliations of those measures to their most directly comparable financial measures as calculated and presented in accordance with GAAP. These non-GAAP measures may not be comparable to a similarly titled measure of another company because other entities may not calculate these non-GAAP measures in the same manner. Volumes - We view wellhead, throughput and storage volumes as important factors affecting our profitability. We gather and transport some of the natural gas and NGLs under fee-based transportation contracts. Revenue from these contracts is derived by applying the rates stipulated to the volumes transported. Pipeline throughput volumes from existing wells connected to our pipelines will naturally decline over time as wells deplete. Accordingly, to maintain or to increase throughput levels on these pipelines and the utilization rate of our natural gas processing plants, we must continually obtain new supplies of natural gas and NGLs. Our ability to maintain existing supplies of natural gas and NGLs and obtain new supplies are impacted by: (1) the level of workovers or recompletions of existing connected wells and successful drilling activity in areas currently dedicated to our pipelines; and (2) our ability to compete for volumes from existing and successful new wells in other areas. The throughput volumes of NGLs and gas on our pipelines are substantially dependent upon the quantities of NGLs and gas produced at our processing plants, as well as NGLs and gas produced at other processing plants that have pipeline connections with our NGL and gas pipelines. We regularly monitor producer activity in the areas we serve and in which our pipelines are located, and pursue opportunities to connect new supply to these pipelines. We also monitor our inventory in our NGL and gas storage facilities, as well as overall demand for storage based on seasonal patterns and other market factors such as weather and overall market demand. 62 Results of Operations Consolidated Overview The following table and discussion provides a summary of our consolidated results of operations for the years ended December 31, 2020, 2019, and 2018. The results of operations by segment are discussed in further detail following this consolidated overview discussion. Discussions for the year ended December 31, 2019 vs. year ended December 31, 2018 can be found in our Annual Report Form 10-K for the year ended December 31, 2019 and should be read in conjunction with the discussions below. Operating revenues (a): Logistics and Marketing Gathering and Processing Inter-segment eliminations Total operating revenues Purchases and related costs Logistics and Marketing Gathering and Processing Inter-segment eliminations Total purchases Operating and maintenance expense Depreciation and amortization expense General and administrative expense Asset impairments Other expense, net Loss on sale of assets, net Restructuring costs Loss from financing activities Earnings from unconsolidated affiliates (b) Interest expense Income tax expense Net income attributable to noncontrolling interests Net (loss) income attributable to partners Other data: Adjusted gross margin (c): Logistics and Marketing Gathering and Processing Total adjusted gross margin Non-cash commodity derivative mark-to-market NGL pipelines throughput (MBbls/d) (d) Gas pipelines throughput (TBtu/d) (d) (e) Natural gas wellhead (MMcf/d) (d) NGL gross production (MBbls/d) (d) * Percentage change is not meaningful. Year Ended December 31, Variance 2020 vs. 2019 Variance 2019 vs. 2018 2020 2019 2018 Increase (Decrease) Percent Increase (Decrease) Percent (millions, except operating data) $ 5,530 $ 3,479 (2,707) 6,302 6,856 $ 4,319 (3,550) 7,625 9,014 $ 5,843 (5,035) 9,822 (5,197) (2,253) 2,707 (4,743) (6,602) (2,970) 3,550 (6,022) (8,789) (4,265) 5,035 (8,019) (607) (376) (253) (746) (15) — (9) — 447 (302) — (4) (306) $ (728) (404) (275) (247) (8) (80) (11) — 474 (304) 1 (4) 17 $ 333 $ 1,226 1,559 $ 254 $ 1,349 1,603 $ 55 $ 661 1.1 4,558 400 (78) $ 626 0.4 4,941 417 $ $ $ $ (760) (388) (276) (145) (11) — — (19) 370 (269) (3) (4) 298 $ 225 $ 1,578 1,803 $ 108 $ 582 0.2 4,769 413 (1,326) (840) (843) (1,323) (1,405) (717) (843) (1,279) (121) (28) (22) 499 7 (80) (2) — (27) (2) 1 — (323) 79 (123) (44) 133 35 0.7 (383) (17) (19)% $ (19)% (24)% (17)% (21)% (24)% (24)% (21)% (17)% (7)% (8)% * * * (18)% — % (6)% (1)% * — % * $ 31 % $ (9)% (3)% $ * $ 6 % * (8)% (4)% (2,158) (1,524) (1,485) (2,197) (2,187) (1,295) (1,485) (1,997) (32) 16 (1) 102 (3) 80 11 (19) 104 35 (4) — (281) 29 (229) (200) (186) 44 0.2 172 4 (24)% (26)% (29)% (22)% (25)% (30)% (29)% (25)% (4)% 4 % — % * (27)% * * * 28 % 13 % * — % (94)% 13 % (15)% (11)% * 8 % * 4 % 1 % (a) Operating revenues include the impact of trading and marketing gains (losses), net. (b) Earnings for certain unconsolidated affiliates include the amortization of the net difference between the carrying amount of the investments and the underlying equity of the entities and impairment of $61 million of our equity investment in Discovery Producer Services LLC. 63 (c) Adjusted gross margin consists of total operating revenues less purchases and related costs. Segment adjusted gross margin for each segment consists of total operating revenues for that segment, less purchases and related costs for that segment. Please read “Reconciliation of Non-GAAP Measures”. (d) For entities not wholly-owned by us, includes our share, based on our ownership percentage, of the wellhead and throughput volumes and NGL production. (e) Represents average throughput for full years 2020 and 2019. Cheyenne Connector was placed in service June 2020 and had an average throughput of .3 TBtu/d for the fourth quarter of 2020. Gulf Coast Express pipeline was placed in service September 2019 and had an average throughput of .5 TBtu/d for the fourth quarter of 2019. Year Ended December 31, 2020 vs. Year Ended December 31, 2019 Total Operating Revenues — Total operating revenues decreased $1,323 million in 2020 compared to 2019, primarily as a result of the following: • • • $1,326 million decrease for our Logistics and Marketing segment, primarily due to lower commodity prices and lower NGL and gas sales volumes, partially offset by favorable commodity derivative activity and increase in transportation, processing and other; and $840 million decrease for our Gathering and Processing segment, primarily due to lower commodity prices and decreased volumes in the Midcontinent and South regions, partially offset by increased volume from growth projects in the DJ Basin, increased volumes in the Permian region and favorable commodity derivative activity and an increase in transportation, processing and other. These decreases were partially offset by: $843 million change in inter-segment eliminations, which relate to sales of gas and NGL volumes from our Gathering and Processing segment to our Logistics and Marketing segment, primarily due to lower commodity prices and lower NGL and gas sales volumes. Total Purchases — Total purchases decreased $1,279 million in 2020 compared to 2019, primarily as a result of the following: • • • $1,405 million decrease for our Logistics and Marketing segment for the commodity price and volume changes discussed above; and $717 million decrease for our Gathering and Processing segment for the commodity price and volume changes discussed above. These decreases were partially offset by: $843 million change in inter-segment eliminations, for the reasons discussed above. Operating and Maintenance Expense — Operating and maintenance expense decreased in 2020 compared to 2019, primarily as a result of decreased base operating costs across all regions as a result of transformation efforts, restructuring and operational efficiencies. Depreciation and Amortization Expense — Depreciation and amortization expense decreased in 2020 compared to 2019, primarily as a result of asset dispositions and asset impairments. General and Administrative Expense — General and administrative expense decreased in 2020 compared to 2019, primarily as a result of reduced headcount and employee benefits, partially offset by fees. Asset Impairments — Asset impairments in 2020 relate to long-lived assets in the Permian and South regions and goodwill related to our North region. Asset impairments in 2019 relate to property, plant and equipment in the Midcontinent and Permian regions and goodwill in our Marysville reporting unit. Other Expense, net — Other expense, net primarily relates to pipeline linefill adjustments and asset write offs. Loss on Sale of Assets, net — The loss on sale of assets in 2019 represents the sale of our wholesale propane business and other non-core assets. 64 Earnings from Unconsolidated Affiliates — Earnings from unconsolidated affiliates decreased in 2020 compared to 2019, primarily as a result of an impairment in our equity investment in Discovery, partially offset by the Gulf Coast Express pipeline coming online in the third quarter of 2019, and the Cheyenne Connector pipeline coming online in the second quarter of 2020. Net (Loss) Income Attributable to Partners — Net (loss) income attributable to partners decreased in 2020 compared to 2019 for the reasons discussed above. Adjusted Gross Margin — Adjusted gross margin decreased $44 million in 2020 compared to 2019, primarily as a result of the following: • • $123 million decrease for our Gathering and Processing segment, primarily related to lower commodity prices and lower margins and volumes in the South region and lower volumes in the Midcontinent region, partially offset by favorable commodity derivative activity, increased volumes from growth projects in the DJ Basin and increased volumes in the Permian region, partially offset by $79 million increase for our Logistics and Marketing segment, primarily related to favorable commodity derivative activity, higher gas storage marketing margins and the DJ Basin Southern Hills extension , partially offset by lower gas pipeline marketing margins due to less favorable commodity spreads primarily associated with the Guadalupe pipeline in 2020, the sale of our wholesale propane business in 2019, and decreased NGL storage and pipeline margins. Supplemental Information on Unconsolidated Affiliates The following tables present financial information related to unconsolidated affiliates during the years ended December 31, 2020, 2019 and 2018, respectively: Earnings from investments in unconsolidated affiliates were as follows: DCP Sand Hills Pipeline, LLC DCP Southern Hills Pipeline, LLC Gulf Coast Express LLC Front Range Pipeline LLC Texas Express Pipeline LLC Discovery Producer Services LLC (a) Mont Belvieu 1 Fractionator Mont Belvieu Enterprise Fractionator Cheyenne Connector, LLC Other Total earnings from unconsolidated affiliates 2020 Year Ended December 31, 2019 (millions) 2018 279 $ 78 66 38 18 (63) 12 11 6 2 447 $ 287 $ 77 27 32 16 6 13 14 — 2 474 $ 223 68 — 24 19 8 16 10 — 2 370 $ $ (a) Includes an other than temporary impairment of $61 million taken on the investment in the first quarter of 2020. Distributions received from unconsolidated affiliates were as follows: 65 DCP Sand Hills Pipeline, LLC DCP Southern Hills Pipeline, LLC Gulf Coast Express LLC Front Range Pipeline LLC Texas Express Pipeline LLC Discovery Producer Services LLC Mont Belvieu 1 Fractionator Mont Belvieu Enterprise Fractionator Cheyenne Connector, LLC Other Total distributions from unconsolidated affiliates 2020 (a) Year Ended December 31, 2019 (millions) 2018 335 $ 92 81 49 22 14 14 12 7 5 631 $ 322 $ 89 25 31 16 28 14 11 — 4 540 $ 252 83 — 29 20 30 15 9 — 3 441 $ $ (a) Excludes a $6 million distribution from unconsolidated affiliate that is reflected in investing activities in the statement of cash flows. 66 Results of Operations — Logistics and Marketing Segment The results of operations for our Logistics and Marketing segment are as follows: Operating revenues: Sales of natural gas, NGLs and condensate Transportation, processing and other Trading and marketing gains (losses), net Total operating revenues Purchases and related costs Operating and maintenance expense Depreciation and amortization expense General and administrative expense Asset impairments Other expense, net Earnings from unconsolidated affiliates (a) Loss on sale of assets, net Segment net income attributable to partners Other data: Segment adjusted gross margin (b) Non-cash commodity derivative mark-to-market NGL pipelines throughput (MBbls/d) (c) Gas pipelines throughput (TBtu/d) (c) * Percentage change is not meaningful. Year Ended December 31, 2020 2019 2018 Variance 2020 vs. 2019 Variance 2019 vs. 2018 Increase (Decrease) Percent Increase (Decrease) Percent $ $ $ $ 5,355 $ 51 124 5,530 (5,197) (36) (13) (7) — (10) 510 — 777 $ 6,842 $ 46 (32) 6,856 (6,602) (42) (19) (8) (35) (3) 468 (10) 605 $ 333 $ 78 $ 661 1.1 254 $ (29) $ 626 0.4 9,017 $ 57 (60) 9,014 (8,789) (47) (15) (12) — (4) 362 — 509 $ 225 $ (4) $ 582 0.2 (1,487) 5 156 (1,326) (1,405) (6) (6) (1) (35) 7 42 (10) 172 79 107 35 0.7 (22)% $ 11 % * (19)% (21)% (14)% (32)% (13)% * * 9 % * 28 % $ 31 % $ * $ 6 % * (2,175) (11) 28 (2,158) (2,187) (5) 4 (4) 35 (1) 106 (10) 96 29 (25) 44 0.2 (24)% (19)% 47 % (24)% (25)% (11)% 27 % (33)% * (25)% 29 % * 19 % 13 % * 8 % * (a) Earnings for certain unconsolidated affiliates include the amortization of the net difference between the carrying amount of the investments and the underlying equity of the entities. (b) Adjusted gross margin consists of total operating revenues less purchases and related costs. Segment adjusted gross margin for each segment consists of total operating revenues for that segment less purchases and related costs for that segment. Please read “Reconciliation of Non-GAAP Measures”. (c) For entities not wholly-owned by us, includes our share, based on our ownership percentage, of the throughput volumes. Year Ended December 31, 2020 vs. Year Ended December 31, 2019 Total Operating Revenues — Total operating revenues decreased $1,326 million in 2020 compared to 2019, primarily as a result of the following: • • $1,068 million decrease as a result of lower commodity prices before the impact of derivative activity; and $419 million decrease attributable to lower NGL and gas sales volumes. These decreases were partially offset by: • • $156 million increase as a result of commodity derivative activity attributable to an increase in unrealized commodity derivative gains of $107 million due to movements in forward prices of commodities in 2020 and an increase in realized cash settlement gains of $49 million; and $5 million increase in transportation, processing and other. Purchases and Related Costs — Purchases and related costs decreased $1,405 million in 2020 compared to 2019, as a result of the commodity price and volume changes discussed above. 67 Operating and Maintenance Expense — Operating and maintenance expense decreased in 2020 compared to 2019, as a result of focused cost reduction efforts. Asset Impairments — Asset impairments in 2019 relate to goodwill allocated to the Marysville reporting unit. Other Expense, net — Other expense, net primarily relates to pipeline linefill adjustments. Earnings from Unconsolidated Affiliates — Earnings from unconsolidated affiliates increased in 2020 compared to 2019, primarily as a result of the Gulf Coast Express pipeline coming online in the third quarter 2019, the Cheyenne Connector pipeline coming online in the second quarter 2020, partially offset by decreased volumes on the Sand Hills pipeline. Loss on Sale of Assets, net — The loss on sale of assets, net in 2019 represents the sale of our wholesale propane business and other non-core assets. Segment Adjusted Gross Margin — Segment adjusted gross margin increased $79 million in 2020 compared to 2019, primarily as a result of the following: • • • • • • • $156 million increase as a result of commodity derivative activity as discussed above; $13 million increase as a result of gas storage marketing margins; and $10 million increase as a result of the DJ Basin Southern Hills extension. These increases were partially offset by: $88 million decrease primarily as a result of decreased gas pipeline marketing margins due to less favorable commodity spreads in 2020; $6 million decrease as a result of the sale of our wholesale propane business in 2019; $5 million decrease as a result of decreased NGL storage margins; and $1 million decrease as a result of decreased other NGL pipeline margins. NGL Pipelines Throughput — NGL pipelines throughput increased in 2020 compared to 2019, primarily as a result of the addition of the DJ Basin Southern Hills extension and increased volumes on the other NGL pipelines and the Front Range pipeline, partially offset by decreased throughput on the Sand Hills pipeline. Gas Pipelines Throughput — Gas throughput increased in 2020 compared to 2019, primarily as a result of the Gulf Coast Express pipeline coming online in the third quarter 2019 and the Cheyenne Connector pipeline coming online in the second quarter 2020. 68 Results of Operations — Gathering and Processing Segment The results of operations for our Gathering and Processing segment are as follows: Operating revenues: Sales of natural gas, NGLs and condensate Transportation, processing and other Trading and marketing gains, net Total operating revenues Purchases and related costs Operating and maintenance expense Depreciation and amortization expense General and administrative expense Asset impairments Other expense, net Loss on sale of assets, net (Loss) earnings from unconsolidated affiliates (a) Segment net (loss) income Segment net income attributable to noncontrolling interests Segment net (loss) income attributable to partners Other data: Segment adjusted gross margin (b) Non-cash commodity derivative mark-to-market Natural gas wellhead (MMcf/d) (c) NGL gross production (MBbls/d) (c) * Percentage change is not meaningful. Year Ended December 31, 2020 2019 2018 Variance 2020 vs. 2019 Variance 2019 vs. 2018 Increase (Decrease) Percent Increase (Decrease) Percent (millions, except operating data) $ $ $ $ 3,042 $ 405 32 3,479 (2,253) (554) (333) (22) (746) (3) — (63) (495) (4) (499) $ 3,905 $ 395 19 4,319 (2,970) (664) (355) (23) (212) (5) (70) 6 26 (4) 22 $ 1,226 $ (23) $ 1,349 $ (49) $ 4,558 400 4,941 417 5,392 $ 432 19 5,843 (4,265) (692) (346) (19) (145) (6) — 8 378 (4) 374 $ 1,578 $ 112 $ 4,769 413 (863) 10 13 (840) (717) (110) (22) (1) 534 (2) (70) (69) (521) — (521) (123) 26 (383) (17) (22)% $ 3 % 68 % (19)% (24)% (17)% (6)% (4)% * (40)% * * * — % * $ (9)% $ 53 % $ (8)% (4)% (1,487) (37) — (1,524) (1,295) (28) 9 4 67 (1) (70) (2) (352) — (352) (229) (161) 172 4 (28)% (9)% — % (26)% (30)% (4)% 3 % 21 % 46 % (17)% * (25)% (93)% — % (94)% (15)% (144)% 4 % 1 % (a) Earnings for certain unconsolidated affiliates include the amortization of the net difference between the carrying amount of the investments and the underlying equity of the entities and impairment of $61 million of our equity investment in Discovery Producer Services LLC. (b) Segment adjusted gross margin for each segment consists of total operating revenues for that segment less purchases and related costs for that segment. Please read “Reconciliation of Non-GAAP Measures”. (c) For entities not wholly-owned by us, includes our share, based on our ownership percentage, of the wellhead and NGL production Year Ended December 31, 2020 vs. Year Ended December 31, 2019 Total Operating Revenues — Total operating revenues decreased $840 million in 2020 compared to 2019, primarily as a result of the following: • • $748 million decrease attributable to lower commodity prices, before the impact of derivative activity; and $362 million decrease primarily as a result of decreased volumes in the Midcontinent and South regions. These decreases were partially offset by: 69 • • • $247 million increase primarily as a result of increased volume from growth projects in the DJ Basin and increased volumes in the Permian region; $13 million increase as a result of commodity derivative activity attributable to a decrease in unrealized commodity derivative losses of $26 million due to movements in forward prices of commodities in 2020, partially offset by a decrease in realized cash settlement gains of $13 million; and $10 million increase in transportation, processing and other. Purchases and Related Costs — Purchases and related costs decreased $717 million in 2020 compared to 2019, primarily as a result of the commodity price and volume changes discussed above. Operating and Maintenance Expense — Operating and maintenance expense decreased in 2020 compared to 2019, primarily as a result of decreased base operating costs across all regions as a result of transformation efforts, restructuring and operational efficiencies. Depreciation and Amortization Expense — Depreciation and amortization expense decreased in 2020 compared to 2019, primarily as a result of asset dispositions and asset impairments. General and Administrative Expense — General and administrative expense decreased in 2020 compared to 2019, as a result of reduced headcount and employee benefits, partially offset by fees. Asset Impairments — Asset impairments in 2020 relate to long-lived assets in the Permian and South regions and goodwill in the North region. Asset impairments in 2019 relate to property, plant and equipment in the Midcontinent and Permian regions. Loss on Sale of Assets, net — The net loss on sale of assets in 2019 represents the sale of non-core assets in the Midcontinent and Permian regions. (Loss) Earnings from Unconsolidated Affiliates — (Loss) earnings from unconsolidated affiliates primarily relates to an impairment of our equity investment in Discovery. Segment Adjusted Gross Margin — Segment adjusted gross margin decreased $123 million in 2020 compared to 2019, primarily as a result of the following: • • $130 million decrease as a result of lower commodity prices; and $6 million decrease as a result of lower volumes in the Midcontinent region and lower margins and volumes in the South region, partially offset by increased volumes from growth projects in the DJ Basin and increased volumes in the Permian region. This decrease was partially offset by: • $13 million increase as a result of commodity derivative activity as discussed above. Total Wellhead — Natural gas wellhead decreased in 2020 compared to 2019 reflecting lower volumes in the Midcontinent and South regions, partially offset by increased volumes in the DJ Basin and the Permian region. NGL Gross Production — NGL gross production decreased in 2020 compared to 2019, primarily as a result of decreased volumes in the Midcontinent and South regions, partially offset by increased volumes in the DJ Basin and the Permian region. 70 Liquidity and Capital Resources We expect our sources of liquidity to include: • • • • • • • • cash generated from operations; cash distributions from our unconsolidated affiliates; borrowings under our Credit Agreement; proceeds from asset rationalization; debt offerings; borrowings under term loans, securitization agreements or other credit facilities; issuances of additional common units, preferred units or other securities; and letters of credit. We anticipate our more significant uses of resources to include: • • • • • • quarterly distributions to our common unitholders and distributions to our preferred unitholders; payments to service our debt; capital expenditures; contributions to our unconsolidated affiliates to finance our share of their capital expenditures; business and asset acquisitions; and collateral with counterparties to our swap contracts to secure potential exposure under these contracts, which may, at times, be significant depending on commodity price movements. We believe that commodity prices will remain volatile and volumes may decline in the near term due to the COVID-19 pandemic and its impact on the U.S. economy. We anticipate this will have an indirect impact on our leverage. While we have taken significant actions to mitigate the impact of the effects resulting of the COVID-19 pandemic and reduce our debt in 2020, our leverage may increase as a result of the current economic environment. We believe that cash generated from these sources and other proactive cost reduction actions will be sufficient to meet our short-term working capital requirements, long-term capital expenditures and quarterly cash distributions for at least the next twelve months. We routinely evaluate opportunities for strategic investments or acquisitions. Future material investments or acquisitions may require that we obtain additional capital, assume third party debt or incur other long-term obligations. We have the option to utilize both equity and debt instruments as vehicles for the long-term financing of our investment activities or acquisitions. Based on current and anticipated levels of operations, we believe we have adequate committed financial resources to conduct our ongoing business, although deterioration in our operating environment could limit our borrowing capacity, impact our credit ratings, raise our financing costs, as well as impact our compliance with the financial covenants contained in the Credit Agreement and other debt instruments. Senior Notes — On June 24, 2020, we issued $500 million aggregate principal amount of 5.625% Senior Notes due July 2027, unless redeemed prior to maturity. We received proceeds of $494 million, net of underwriters' fees and related expenses, which we used for general partnership purposes, including the repayment of indebtedness under our Credit Agreement and the funding of capital expenditures. Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2021. Credit Agreement — As of December 31, 2020, we had unused borrowing capacity of $1,390 million, net of $10 million of letters of credit under the Credit Agreement. Our cost of borrowing under the Credit Agreement is determined by a ratings-based pricing grid. 71 Many parts of the United States are currently experiencing winter storms that brought extraordinary arctic conditions, record low temperatures, and precipitation. This extreme weather event in February impacted the commodity markets, particularly natural gas pricing. Wide fluctuations in the price of natural gas caused by extreme weather events increase our working capital requirements in order to fund settlements or margin requirements on open positions on commodities exchanges. We have borrowed on our Credit Agreement to meet these short-term needs as a result of timing differences between our obligations and billing our customers. We expect these short-term working capital borrowings to decrease in the ordinary course of business in connection with monthly contract settlements with our customers and counterparties. As of February 19, 2021, we had over $1 billion of unused borrowing capacity, net of $10 million of letters of credit and $381 million of borrowings under the Credit Agreement. Additionally, as of February 19, 2021, we held letters of credit of $183 million from counterparties to secure their future performance under financial or physical contracts. Accounts Receivable Securitization Facility — As of December 31, 2020, we had $350 million of outstanding borrowings under our Securitization Facility at LIBOR market index rates plus a margin. Issuance of Securities — In October 2020, we filed a shelf registration statement with the SEC that became effective upon filing and allows us to issue an indeterminate amount of common units, preferred units, debt securities, and guarantees of debt securities In October 2020, we also filed a shelf registration statement with the SEC, which allows us to issue up to $750 million in common units pursuant to our at-the-market program to replace the expired shelf registration statement. During the year ended December 31, 2020, prior to October 2, 2020, we did not issue any common units pursuant to the now expired registration statement from and after October 2, 2020, we did not issue any common units pursuant to the new registration statement, and subsequent to December 31, 2020, we did not issue any common units pursuant to the new registration statement, and $750 million remained available for future sales. Guarantee of Registered Debt Securities — The consolidated financial statements of DCP Midstream, LP, or “parent guarantor”, include the accounts of DCP Midstream Operating LP, or “subsidiary issuer”, which is a 100% owned subsidiary, and all other subsidiaries which are all non-guarantor subsidiaries. The parent guarantor has agreed to fully and unconditionally guarantee the senior notes. The entirety of the Company’s operating assets and liabilities, operating revenues, expenses and other comprehensive income exist at its non-guarantor subsidiaries, and the parent guarantor and subsidiary issuer have no assets, liabilities or operations independent of their respective financing activities and investments in non-guarantor subsidiaries. All covenants in the indentures governing the notes limit the activities of subsidiary issuer, including limitations on the ability to pay dividends, incur additional indebtedness, make restricted payments, create liens, sell assets or make loans to parent guarantor. In March 2020, the SEC issued a final rule, Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant's Securities, which amends the disclosure requirements related to certain registered securities which require separate financial statements for subsidiary issuers and guarantors of registered debt securities unless certain exceptions are met. Alternative disclosures are available for each subsidiary/parent issuer/guarantor when they are consolidated and the parent company either issues or guarantees, on a full and unconditional basis, the guaranteed securities. If a registrant qualifies for alternative disclosure, the registrant may omit summarized financial information when not material and provide narrative disclosure of the guarantor structure, including terms and conditions of the guarantees. The Company qualifies for alternative disclosure because the combined financial information of the subsidiary issuer and parent guarantor, excluding investments in subsidiaries that are not issuers or guarantors, reflect no material assets, liabilities or results of operations apart from their respective financing activities and investments in non-guarantor subsidiaries. Therefore, the Company is no longer presenting consolidating financial information for its parent guarantor, subsidiary issuer, and non-guarantor subsidiaries. The only assets, liabilities and results of operations of the subsidiary issuer and parent guarantor on a combined basis, independent of their respective investments in non-guarantor subsidiaries are: • Accounts payable and other current liabilities of $87 million and $83 million as of December 31, 2020 and December 31, 2019, respectively; • • Balances related to debt of $5.273 billion and $5.549 billion as of December 31, 2020 and December 31, 2019, respectively; and Interest expense, net of $297 million and $293 million for the year ended December 31, 2020 and 2019, respectively. 72 Commodity Swaps and Collateral — Changes in natural gas, NGL and condensate prices and the terms of our processing arrangements have a direct impact on our generation and use of cash from operations due to their impact on net income, along with the resulting changes in working capital. For additional information regarding our derivative activities, please read Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” contained herein. When we enter into commodity swap contracts, we may be required to provide collateral to the counterparties in the event that our potential payment exposure exceeds a predetermined collateral threshold. Collateral thresholds are set by us and each counterparty, as applicable, in the master contract that governs our financial transactions based on our and the counterparty’s assessment of creditworthiness. The assessment of our position with respect to the collateral thresholds are determined on a counterparty by counterparty basis, and are impacted by the representative forward price curves and notional quantities under our swap contracts. Due to the interrelation between the representative crude oil and natural gas forward price curves, it is not practical to determine a pricing point at which our swap contracts will meet the collateral thresholds as we may transact multiple commodities with the same counterparty. Depending on daily commodity prices, the amount of collateral posted can go up or down on a daily basis. Working Capital — Working capital is the amount by which current assets exceed current liabilities. Current assets are reduced in part by our quarterly distributions, which are required under the terms of our Partnership Agreement based on Available Cash, as defined in the Partnership Agreement. In general, our working capital is impacted by changes in the prices of commodities that we buy and sell, inventory levels, and other business factors that affect our net income and cash flows. Our working capital is also impacted by the timing of operating cash receipts and disbursements, cash collateral we may be required to post with counterparties to our commodity derivative instruments, borrowings of and payments on debt and the Securitization Facility, capital expenditures, and increases or decreases in other long-term assets. We expect that our future working capital requirements will be impacted by these same recurring factors. We had working capital deficits of $613 million and $713 million as of December 31, 2020 and December 31, 2019, respectively, driven by current maturities of long term debt of $505 million and $603 million, respectively. We had a net derivative working capital surplus of $7 million as of December 31, 2020 and deficit of $26 million as of December 31, 2019. As of December 31, 2020, we had $52 million in cash and cash equivalents, of which $1 million was held by consolidated subsidiaries we do not wholly own. Cash Flow — Operating, investing and financing activities were as follows: Net cash provided by operating activities Net cash used in investing activities Net cash used in financing activities Year Ended December 31, 2020 vs. Year Ended December 31, 2019 2020 Year Ended December 31, 2019 (millions) 2018 $ $ $ 1,099 $ (259) $ (785) $ 859 $ (760) $ (99) $ 662 (945) 128 Operating Activities — Net cash provided by operating activities increased $240 million in 2020 compared to the same period in 2019. The changes in net cash provided by operating activities are attributable to our net (loss) income adjusted for non-cash charges and changes in working capital as presented in the consolidated statements of cash flows. For additional information regarding fluctuations in our earnings and distributions from unconsolidated affiliates, please read “Supplemental Information on Unconsolidated Affiliates” under “Results of Operations”. Investing Activities — Net cash used in investing activities decreased $501 million in 2020 compared to the same period in 2019, primarily as a result of lower capital expenditures due to completed capital projects and lower investments in unconsolidated affiliates, primarily related to the completion of construction of the Gulf Coast Express pipeline, partially offset by asset divestitures in 2019. Financing Activities — Net cash used in financing activities increased $686 million in 2020 compared to the same period in 2019, primarily as a result of higher net payments of debt, partially offset by lower distributions paid to limited partners following our distribution reduction in the first quarter of 2020. 73 Capital Requirements — The midstream energy business can be capital intensive, requiring significant investment to maintain and upgrade existing operations. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of the following: • • Sustaining capital expenditures, which are cash expenditures to maintain our cash flows, operating or earnings capacity. These expenditures add on to or improve capital assets owned, including certain system integrity, compliance and safety improvements. Sustaining capital expenditures also include certain well connects, and may include the acquisition or construction of new capital assets; and Expansion capital expenditures, which are cash expenditures to increase our cash flows, or operating or earnings capacity. Expansion capital expenditures include acquisitions or capital improvements (where we add on to or improve the capital assets owned, or acquire or construct new gathering lines and well connects, treating facilities, processing plants, fractionation facilities, pipelines, terminals, docks, truck racks, tankage and other storage, distribution or transportation facilities and related or similar midstream assets). We incur capital expenditures for our consolidated entities and our unconsolidated affiliates. Our 2021 plan includes sustaining capital expenditures of between $45 million and $85 million and expansion capital expenditures of between $25 million and $75 million. We intend to make cash distributions to our unitholders. Due to our cash distribution policy, we expect that we will distribute to our unitholders most of our excess free cash flow. We expect to fund future acquisitions and capital expenditures with funds generated from our operations, borrowings under our Credit Agreement, Securitization Facility and the issuance of additional debt and equity securities. Future material investments or acquisitions may require that we obtain additional capital, assume third party debt or incur other long-term obligations. We have the option to utilize both equity and debt instruments as vehicles for the long-term financing of our investment activities and acquisitions. Cash Distributions to Unitholders — Our Partnership Agreement requires that, within 45 days after the end of each quarter, we distribute all Available Cash, as defined in the Partnership Agreement. We made cash distributions to our common unitholders and general partner of $406 million and $618 million during the years ended December 31, 2020 and 2019, respectively. On January 21, 2021, we announced that the board of directors of the General Partner declared a quarterly distribution on our common units of $0.39 per common unit. The distribution will be paid on February 12, 2021 to unitholders of record on February 5, 2021. On the same date, the board of directors of the General Partner declared a quarterly distribution on our Series B and Series C Preferred Units of $0.4922 and $0.4969 per unit, respectively. The Series B distributions will be paid on March 15, 2021 to unitholders of record on March 1, 2021. The Series C distribution will be paid on April 15, 2021 to unitholders of record on April 1, 2021. We expect to continue to use cash provided by operating activities for the payment of distributions to our unitholders. See Note 16. “Partnership Equity and Distributions” in the Notes to the Consolidated Financial Statements in Item 8. “Financial Statements.” 74 Total Contractual Cash Obligations A summary of our total contractual cash obligations as of December 31, 2020, was as follows: Debt (a) Finance lease obligations Operating lease obligations Purchase obligations (b) Other long-term liabilities (c) Total Total Less than 1 year Payments Due by Period 1-3 years (millions) 3-5 years Thereafter $ $ 8,179 $ 33 115 9,182 159 17,668 $ 792 $ 5 28 1,442 — 2,267 $ 1,347 $ 10 43 2,832 28 4,260 $ 1,269 $ 8 20 2,160 16 3,473 $ 4,771 10 24 2,748 115 7,668 (a) Includes interest payments on debt securities that have been issued. These interest payments are $292 million, $497 million, $444 million, and $1,671 million for less than one year, one to three years, three to five years, and thereafter, respectively. (b) Our purchase obligations are contractual obligations and include purchase orders and non-cancelable construction agreements for capital expenditures, various non-cancelable commitments to purchase physical quantities of commodities in future periods and other items, including long-term fractionation and transportation agreements. For contracts where the price paid is based on an index or other market-based rates, the amount is based on the forward market prices or current market rates as of December 31, 2020. Purchase obligations exclude accounts payable, accrued taxes and other current liabilities recognized in the consolidated balance sheets. Purchase obligations also exclude current and long-term unrealized losses on derivative instruments included in the consolidated balance sheets, which represent the current fair value of various derivative contracts and do not represent future cash purchase obligations. These contracts may be settled financially at the difference between the future market price and the contractual price and may result in cash payments or cash receipts in the future, but generally do not require delivery of physical quantities of the underlying commodity. In addition, many of our gas purchase contracts include short and long-term commitments to purchase produced gas at market prices. These contracts, which have no minimum quantities, are excluded from the table. (c) Other long-term liabilities include asset retirement obligations, long-term environmental remediation liabilities, gas purchase liabilities and other miscellaneous liabilities recognized in the December 31, 2020 consolidated balance sheet. The table above excludes non-cash obligations as well as $35 million of Executive Deferred Compensation Plan contributions and $9 million of long-term incentive plans as the amount and timing of any payments are not subject to reasonable estimation. Off-Balance Sheet Obligations As of December 31, 2020, we had no items that were classified as off-balance sheet obligations. 75 Reconciliation of Non-GAAP Measures Adjusted Gross Margin and Segment Adjusted Gross Margin — In addition to net income, we view our adjusted gross margin as an important performance measure of the core profitability of our operations. We review our adjusted gross margin monthly for consistency and trend analysis. We define adjusted gross margin as total operating revenues, less purchases and related costs, and we define segment adjusted gross margin for each segment as total operating revenues for that segment less purchases and related costs for that segment. Our adjusted gross margin equals the sum of our segment adjusted gross margins. Adjusted gross margin and segment adjusted gross margin are primary performance measures used by management, as these measures represent the results of product sales and purchases, a key component of our operations. As an indicator of our operating performance, adjusted gross margin and segment adjusted gross margin should not be considered an alternative to, or more meaningful than, operating revenues, gross margin, segment gross margin, net income or loss, net income or loss attributable to partners, operating income, net cash provided by operating activities or any other measure of financial performance presented in accordance with GAAP. We believe adjusted gross margin provides useful information to our investors because our management views our adjusted gross margin and segment adjusted gross margin as important performance measures that represent the results of product sales and purchases, a key component of our operations. We review our adjusted gross margin and segment adjusted gross margin monthly for consistency and trend analysis. We believe that investors benefit from having access to the same financial measures that management uses in evaluating our operating results. Adjusted EBITDA — We define adjusted EBITDA as net income or loss attributable to partners adjusted for (i) distributions from unconsolidated affiliates, net of earnings, (ii) depreciation and amortization expense, (iii) net interest expense, (iv) noncontrolling interest in depreciation and income tax expense, (v) unrealized gains and losses from commodity derivatives, (vi) income tax expense or benefit, (vii) impairment expense and (viii) certain other non-cash items. Adjusted EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Management believes these measures provide investors meaningful insight into results from ongoing operations. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income, net cash provided by operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. Adjusted EBITDA is used as a supplemental liquidity and performance measure and adjusted segment EBITDA is used as a supplemental performance measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess: • • • • financial performance of our assets without regard to financing methods, capital structure or historical cost basis; our operating performance and return on capital as compared to those of other companies in the midstream energy industry, without regard to financing methods or capital structure; viability and performance of acquisitions and capital expenditure projects and the overall rates of return on investment opportunities; and in the case of Adjusted EBITDA, the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness, make cash distributions to our unitholders and finance sustaining capital expenditures. Adjusted Segment EBITDA — We define adjusted segment EBITDA for each segment as segment net income or loss attributable to partners adjusted for (i) distributions from unconsolidated affiliates, net of earnings, (ii) depreciation and amortization expense, (iii) net interest expense, (iv) noncontrolling interest in depreciation and income tax expense, (v) unrealized gains and losses from commodity derivatives, (vi) income tax expense or benefit, (vii) impairment expense and (viii) certain other non-cash items. Adjusted segment EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations for that segment. Our adjusted segment EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted segment EBITDA in the same manner. Adjusted segment EBITDA should not be considered in isolation or as an alternative to our financial measures presented in accordance with GAAP, including operating revenues, net income or loss attributable to partners, or any other measure of performance presented in accordance with GAAP. Our adjusted gross margin, segment adjusted gross margin, adjusted EBITDA and adjusted segment EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate these measures in the 76 same manner. The accompanying schedules provide reconciliations of adjusted gross margin, segment adjusted gross margin and adjusted segment EBITDA to their most directly comparable GAAP financial measures. Distributable Cash Flow — We define Distributable Cash Flow as adjusted EBITDA, as defined above, less sustaining capital expenditures, net of reimbursable projects, less interest expense, less income attributable to preferred units, and certain other items. Sustaining capital expenditures are cash expenditures made to maintain our cash flows, operating or earnings capacity. These expenditures add on to or improve capital assets owned, including certain system integrity, compliance and safety improvements. Sustaining capital expenditures also include certain well connects, and may include the acquisition or construction of new capital assets. Income attributable to preferred units represent cash distributions earned by the preferred units. Cash distributions to be paid to the holders of the preferred units assuming a distribution is declared by our board of directors, are not available to common unit holders. Non-cash mark-to-market of derivative instruments is considered to be non-cash for the purpose of computing Distributable Cash Flow because settlement will not occur until future periods, and will be impacted by future changes in commodity prices and interest rates. We compare the Distributable Cash Flow we generate to the cash distributions we expect to pay our partners. Distributable Cash Flow is used as a supplemental liquidity and performance measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, to assess our ability to make cash distributions to our unitholders and our general partner. Our Distributable Cash Flow may not be comparable to a similarly titled measure of another company because other entities may not calculate Distributable Cash Flow in the same manner. Excess Free Cash Flow — We define Excess Free Cash Flow as Distributable Cash Flow, as defined above, less distributions to limited partners and the general partner, less expansion capital expenditures, net of reimbursable projects, and contributions to equity method investments and certain other items. Expansion capital expenditures are cash expenditures to increase our cash flows, or operating or earnings capacity. Expansion capital expenditures include acquisitions or capital improvements (where we add on to or improve the capital assets owned, or acquire or construct new gathering lines and well connects, treating facilities, processing plants, fractionation facilities, pipelines, terminals, docks, truck racks, tankage and other storage, distribution or transportation facilities and related or similar midstream assets). Excess Free Cash Flow is used as a supplemental liquidity and performance measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, and is useful to investors and management as a measure of our ability to generate cash particularly in light of an ongoing transition in the midstream industry that has shifted investor focus from distribution growth to capital discipline, cost efficiency, and balance-sheet strength. Once business needs and obligations are met, including cash reserves to provide funds for distribution payments on our units and the proper conduct of our business, which includes cash reserves for future capital expenditures and anticipated credit needs, this cash can be used to reduce debt, reinvest in the company for future growth, or return to unitholders. Our definition of Excess Free Cash Flow is limited in that it does not represent residual cash flows available for discretionary expenditures. Therefore, we believe the use of Excess Free Cash Flow for the limited purposes described above and in this report is not a substitute for net cash flows provided by operating activities, which is the most comparable GAAP measure. Excess Free Cash Flow may not be comparable to a similarly titled measure of another company because other entities may not calculate Excess Free Cash Flow in the same manner. 77 The following table sets forth our reconciliation of certain non-GAAP measures: Reconciliation of Non-GAAP Measures Reconciliation of gross margin to adjusted gross margin: Operating revenues Cost of revenues Purchases and related costs Purchases and related costs from affiliates Transportation and related costs from affiliates Depreciation and amortization expense Gross margin Depreciation and amortization expense Adjusted gross margin Reconciliation of segment gross margin to segment adjusted gross margin: Logistics and Marketing segment: Operating revenues Cost of revenues Purchases and related costs Depreciation and amortization expense Segment gross margin Depreciation and amortization expense Segment adjusted gross margin Gathering and Processing segment: Operating revenues Cost of revenues Purchases and related costs Depreciation and amortization expense Segment gross margin Depreciation and amortization expense Segment adjusted gross margin 78 2020 Year Ended December 31, 2019 (millions) 2018 $ 6,302 $ 7,625 $ 9,822 3,627 166 950 376 1,183 376 1,559 $ 4,933 223 866 404 1,199 404 $ 1,603 $ 7,123 228 668 388 1,415 388 1,803 5,530 $ 6,856 $ 9,014 5,197 13 320 13 333 $ 6,602 19 235 $ 19 $ 254 $ 8,789 15 210 15 225 3,479 $ 4,319 $ 5,843 2,253 333 893 333 1,226 $ 2,970 355 994 355 1,349 $ 4,265 346 1,232 346 1,578 $ $ $ $ $ Reconciliation of net income attributable to partners to adjusted segment EBITDA: Logistics and Marketing segment: Segment net income attributable to partners (a) Non-cash commodity derivative mark-to-market Depreciation and amortization expense, net of noncontrolling interest Distributions from unconsolidated affiliates, net of earnings Loss on sale of assets, net Asset impairments Other expense Adjusted segment EBITDA Gathering and Processing segment: Segment net (loss) income attributable to partners Non-cash commodity derivative mark-to-market Depreciation and amortization expense, net of noncontrolling interest Asset impairments Loss on sale of assets, net Distributions from unconsolidated affiliates, net of earnings Other expense Adjusted segment EBITDA 2020 Year Ended December 31, 2019 (millions) 2018 $ $ $ $ 777 $ (78) 13 106 — — 2 820 $ (499) $ 23 332 746 — 78 3 683 $ 605 $ 29 19 44 10 35 — 742 $ 22 $ 49 354 212 70 22 6 735 $ 509 4 15 49 — — — 577 374 (112) 345 145 — 22 7 781 (a) We recognized $6 million and $10 million of lower of cost or net realizable value adjustments for the years ended December 31, 2020 and 2019, respectively. Operating and Maintenance and General and Administrative Expense Pursuant to the Contribution Agreement, on January 1, 2017, the Partnership entered into the Services Agreement, which replaced the services agreement between the Partnership and DCP Midstream, LLC, dated February 14, 2013, as amended. Under the Services Agreement, we are required to reimburse DCP Midstream, LLC for salaries of personnel and employee benefits, as well as capital expenditures, maintenance and repair costs, taxes and other direct costs incurred by DCP Midstream, LLC on our behalf. There is no limit on the reimbursements we make to DCP Midstream, LLC under the Services Agreement for other expenses and expenditures incurred or payments made on our behalf. Operating and maintenance expenses are costs associated with the operation of a specific asset and are primarily comprised of direct labor, ad valorem taxes, repairs and maintenance, lease expenses, utilities and contract services. These expenses fluctuate depending on the activities performed during a specific period. General and administrative expense represents costs incurred to manage the business. This expense includes cost of centralized corporate functions performed by DCP Midstream, LLC, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll and engineering and all other expenses necessary or appropriate to the conduct of the business. We also incurred third party general and administrative expenses, which were primarily related to compensation and benefit expenses of the personnel who provide direct support to our operations. Also included are expenses associated with annual and quarterly reports to unitholders, tax return and Schedule K- 1 preparation and distribution, independent auditor fees, due 79 diligence and acquisition costs, costs associated with the Sarbanes-Oxley Act of 2002, investor relations activities, registrar and transfer agent fees, incremental director and officer liability insurance costs, and director compensation. 80 Critical Accounting Policies and Estimates Our financial statements reflect the selection and application of accounting policies that require management to make estimates and assumptions. We believe that the following are the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operations. These accounting policies are described further in Note 2 of the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data." Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Impairment of Goodwill We evaluate goodwill for impairment annually in the third quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We determine fair value using widely accepted valuation techniques, namely discounted cash flow and market multiple analyses. These techniques are also used when assigning the purchase price to acquired assets and liabilities. These types of analyses require us to make assumptions and estimates regarding industry and economic factors and the profitability of future business strategies. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as future expectations. We primarily use a discounted cash flow analysis, supplemented by a market approach analysis, to perform the assessment. Key assumptions in the analysis include the use of an appropriate discount rate, terminal year multiples, and estimated future cash flows including an estimate of operating and general and administrative costs. In estimating cash flows, we incorporate current market information (including forecasted commodity prices and volumes), as well as historical and other factors. If our assumptions are not appropriate, or future events indicate that our goodwill is impaired, our net income would be impacted by the amount by which the carrying value exceeds the fair value of the reporting unit, to the extent of the balance of goodwill. We recorded $159 million of goodwill impairment during the year ended December 31, 2020. 81 Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Impairment of Long-Lived Assets We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. For purposes of this evaluation, long-lived assets with recovery periods in excess of the weighted average remaining useful life of our fixed assets are further analyzed to determine if a triggering event occurred. If it is determined that a triggering event has occurred, we prepare a quantitative evaluation based on undiscounted cash flow projections expected to be realized over the remaining useful life of the primary asset. The carrying amount is not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Our impairment analyses require management to apply judgment in estimating future cash flows including forecasting useful lives of the assets, future commodity prices, volumes, and operating costs, assessing the probability of different outcomes, and with respect to any required fair value estimate, selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. Impairment of Investments in Unconsolidated Affiliates We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investment may have experienced a decline in value that is other than temporary. When evidence of loss in value has occurred that is determined to be other an temporary, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. Our impairment analyses require management to apply judgment in estimating future cash flows and asset fair values, including forecasting useful lives of the assets, future volumes, assessing the probability of differing estimated outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. When there is evidence of an other than temporary loss in value, we assess the fair value of our unconsolidated affiliates using commonly accepted techniques, and may use more than one method, but is primarily measured with discounted cash flow models. Using the impairment review methodology described herein, we recorded a $587 million impairment charge on long-lived assets during the year ended December 31, 2020 when it was determined that the carrying value of certain asset groups were not recoverable or when we determine assets within an asset group will provide no further benefit. If actual results are not consistent with our assumptions and estimates or our assumptions and estimates change due to new information, we may be exposed to additional impairment charges. If our forecast indicates lower commodity prices in future periods at a level and duration that results in producers curtailing or redirecting drilling in areas where we operate this may adversely affect our estimate of future operating results, which could result in future impairment due to the potential impact on our operations and cash flows. Using the impairment review methodology described herein, we recorded a $61 million impairment charge on investments in unconsolidated affiliates during the year ended December 31, 2020 when it was determined that our investment had suffered a decline in fair value that we concluded to be other than temporary. If the estimated fair value of our unconsolidated affiliates is less than the carrying value, we would recognize an impairment loss for the excess of the carrying value over the estimated fair value only if the loss is other than temporary. A period of lower commodity prices may adversely affect our estimate of future operating results, which could result in future impairment due to the potential impact on the investee's operations and cash flows. 82 Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Accounting for Risk Management Activities and Financial Instruments Each derivative not qualifying for the normal purchases and normal sales exception is recorded on a gross basis in the consolidated balance sheets at its fair value as unrealized gains or unrealized losses on derivative instruments. Derivative assets and liabilities remain classified in our consolidated balance sheets as unrealized gains or unrealized losses on derivative instruments at fair value until the end of the contractual settlement period. Values are adjusted to reflect the credit risk inherent in the transaction as well as the potential impact of liquidating open positions in an orderly manner over a reasonable time period under current conditions. When available, quoted market prices or prices obtained through external sources are used to determine a contract’s fair value. For contracts with a delivery location or duration for which quoted market prices are not available, fair value is determined based on pricing models developed primarily from historical information and the expected relationship with quoted market prices. If our estimates of fair value are inaccurate, we may be exposed to losses or gains that could be material. A 10% difference in our estimated fair value of derivatives at December 31, 2020 would have affected net income by approximately $2 million based on our net derivative position for the year ended December 31, 2020. 83 Item 7A. Quantitative and Qualitative Disclosures about Market Risk Market risk is the risk of loss arising from adverse changes in market prices and rates. We are exposed to market risks, including changes in commodity prices and interest rates. We may use financial instruments such as forward contracts, swaps and futures to mitigate a portion of the effects of identified risks. In general, we attempt to mitigate a portion of the risks related to the variability of future earnings and cash flows resulting from changes in applicable commodity prices or interest rates so that we can maintain cash flows sufficient to meet debt service, required capital expenditures, distribution objectives and similar requirements. Risk Management Policy We have established a comprehensive risk management policy, or Risk Management Policy, and a risk management committee, or the Risk Management Committee, to monitor and manage market risks associated with commodity prices and counterparty credit. Our Risk Management Committee is composed of senior executives who receive regular briefings on positions and exposures, credit exposures and overall risk management in the context of market activities. The Risk Management Committee is responsible for the overall management of commodity price risk and counterparty credit risk, including monitoring trading and marketing risk exposure, risk limits, valuation and risk measurement methodologies, risk management activities, commodity contracts, and other related operations, policies and procedures, exposure limits and internal controls in place. We have established volumetric limits, tenor limits, operational timing and required exit strategies for our commodity cash flow protection activities. We have also established total volumetric limits, volumetric imbalance limits, tenor limits, and total value limits, which are all monitored daily, for our natural gas asset based trading and marketing. See Note 15, Risk Management and Hedging Activities, of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for further discussion of the accounting for derivative contracts. Commodity Price Risk We are exposed to the impact of market fluctuations in the prices of natural gas, NGLs and condensate as a result of our gathering, processing, sales and storage activities. For gathering services, we receive fees or commodities from producers to bring the natural gas from the wellhead to the processing plant. For processing and storage services, we either receive fees or commodities as payment for these services, depending on the types of contracts. The Risk Management Committee approves the commodities, products and types of transactions to be entered into in the execution of our risk taking and mitigation strategy. We use swaps, futures, forwards and options in various markets to manage the execution of our commodity price risk mitigation strategy and use the market knowledge gained from our physical commodity market activities to capture market opportunities. Our use of derivative instruments is governed by our Risk Management Policy approved by our Board of Directors and Risk Management Committee, which policy prohibits the use of highly leveraged derivatives or derivative instruments without sufficient market liquidity for comparable valuations and establishes risk limits, policies and procedures to manage risks associated with our trading, marketing and hedging activities. Compliance with these limits is monitored daily by our Risk Management Committee. Commodity Cash Flow Protection Activities - We closely monitor the risks associated with commodity price changes on our future operations and, where appropriate, use various fixed price swap contracts to mitigate a portion of the effect pricing fluctuations may have on the value of our assets and operations. Depending on our risk management objectives, we may periodically settle a portion of these instruments prior to their maturity. We enter into derivative financial instruments to mitigate a portion of the risk of weakening natural gas, NGL and condensate prices associated with our gathering, processing and sales activities, thereby stabilizing our cash flows. Our commodity derivative instruments used for our hedging program are a combination of direct NGL product, crude oil, and natural gas hedges. Commodity prices experienced volatility during 2020, as illustrated in Item 1A. Risk Factors - “Our cash flow is affected by natural gas, NGL and condensate prices.” A decline in commodity prices could result in a decrease in exploration and 84 development activities in certain fields served by our gas gathering and residue gas and NGL pipeline transportation systems, and our natural gas processing and treating plants, which could lead to further reduced utilization of these assets. The derivative financial instruments we have entered into are typically referred to as “swap” contracts. The swap contracts entitle us to receive payment at settlement from the counterparty to the contract to the extent that the reference price is below the swap price stated in the contract, and we are required to make payment at settlement to the counterparty to the extent that the reference price is higher than the swap price stated in the contract. We use the mark-to-market method of accounting for all commodity cash flow protection activities, which has significantly increased the volatility of our results of operations as we recognize, in current earnings, all non-cash gains and losses from the mark-to-market on derivative activity. The following tables set forth additional information about our fixed price swaps used to mitigate a portion of our natural gas and NGL price risk associated with our percent-of-proceeds arrangements and our condensate price risk associated with our gathering and processing operations. Our positions as of February 17, 2021 were as follows: Commodity Swaps Period January 2021 — December 2021 January 2022 — December 2022 January 2021 — December 2021 January 2022 — December 2022 January 2021 — February 2022 March 2022 — February 2023 Commodity Natural Gas Natural Gas NGLs NGLs Crude Oil Crude Oil Notional Volume - Short Positions (145,000) MMBtu/d (80,000) MMBtu/d (9,838) Bbls/d (d) (494) Bbls/d (d) (7,633) Bbls/d (d) (2,424) Bbls/d (d) Reference Price NYMEX Final Settlement Price (a) NYMEX Final Settlement Price (a) Mt.Belvieu (b) Mt.Belvieu (b) NYMEX crude oil futures (c) NYMEX crude oil futures (c) Price Range $2.35-$2.99/MMBtu $2.40-$2.71/MMBtu $.53-$.77/Gal $.54-$.54/Gal $45.46-$57.29/Bbl $46.86-$48.85/Bbl (a) NYMEX final settlement price for natural gas futures contracts. (b)The average monthly OPIS price for Mt. Belvieu TET/Non-TET. (c) Monthly average of the daily close prices for the prompt month NYMEX light, sweet crude oil futures contract (CL). (d) Average Bbls/d per time period. Our sensitivities for 2021 as shown in the table below are estimated based on our average estimated commodity price exposure and commodity cash flow protection activities for the calendar year 2021, and exclude the impact of non-cash mark-to-market changes on our commodity derivatives. We utilize direct product crude oil, natural gas and NGL derivatives to mitigate a portion of our condensate, natural gas and NGL commodity price exposure. These sensitivities are associated with our condensate, natural gas and NGL volumes that are currently unhedged. Commodity Sensitivities Net of Cash Flow Protection Activities NGL prices Natural gas prices Crude oil prices Per Unit Decrease $ $ $ 0.01 0.10 1.00 Unit of Measurement Gallon MMBtu Barrel $ $ $ Estimated Decrease in Annual Net Income Attributable to Partners (millions) 5 1 2 In addition to the linear relationships in our commodity sensitivities above, additional factors may cause us to be less sensitive to commodity price declines. A portion of our net income is derived from fee-based contracts and a portion from percentage-of-proceeds and percentage-of-liquids processing arrangements that contain minimum fee clauses in which our processing margins convert to fee-based arrangements as commodity prices decline. 85 We estimate the following sensitivities related to the non-cash mark-to-market on our commodity derivatives associated with our open position on our commodity cash flow protection activities: Non-Cash Mark-To-Market Commodity Sensitivities Per Unit Increase Unit of Measurement Estimated Mark-to- Market Impact (Decrease in Net Income Attributable to Partners) (millions) NGL prices Natural gas prices Crude oil prices $ $ $ 0.01 0.10 1.00 Gallon MMBtu Barrel $ $ $ 2 5 2 While the above commodity price sensitivities are indicative of the impact that changes in commodity prices may have on our annualized net income, changes during certain periods of extreme price volatility and market conditions or changes in the relationship of the price of NGLs and crude oil may cause our commodity price sensitivities to vary significantly from these estimates. The midstream natural gas industry is cyclical, with the operating results of companies in the industry significantly affected by the prevailing price of NGLs, which in turn has been generally related to the price of crude oil. Although the prevailing price of residue natural gas has less short-term significance to our operating results than the price of NGLs, in the long-term the growth and sustainability of our business depends on natural gas prices being at levels sufficient to provide incentives and capital for producers to increase natural gas exploration and production. To minimize potential future commodity-based pricing and cash flow volatility, we have entered into a series of derivative financial instruments. Based on historical trends, we generally expect NGL prices to directionally follow changes in crude oil prices over the long-term. However, the pricing relationship between NGLs and crude oil may vary, as we believe crude oil prices will in large part be determined by the level of production from major crude oil exporting countries and the demand generated by growth in the world economy, whereas NGL prices are more correlated to supply and U.S. petrochemical demand. Additionally, the level of NGL export demand may also have an impact on prices. We believe that future natural gas prices will be influenced by the level of North American production and drilling activity of exploration and production companies, the balance of trade between imports and exports of liquid natural gas and NGLs and the severity of winter and summer weather. Drilling activity can be adversely affected as natural gas prices decrease. Energy market uncertainty could also reduce North American drilling activity. Limited access to capital could also decrease drilling. Lower drilling levels over a sustained period would reduce natural gas volumes gathered and processed, but could increase commodity prices, if supply were to fall relative to demand levels. Natural Gas Storage and Pipeline Asset Based Commodity Derivative Program — Our natural gas storage and pipeline assets are exposed to certain risks including changes in commodity prices. We manage commodity price risk related to our natural gas storage and pipeline assets through our commodity derivative program. The commercial activities related to our natural gas storage and pipeline assets primarily consist of the purchase and sale of gas and associated time spreads and basis spreads. A time spread transaction is executed by establishing a long gas position at one point in time and establishing an equal short gas position at a different point in time. Time spread transactions allow us to lock in a margin supported by the injection, withdrawal, and storage capacity of our natural gas storage assets. We may execute basis spread transactions to mitigate the risk of sale and purchase price differentials across our system. A basis spread transaction allows us to lock in a margin on our physical purchases and sales of gas, including injections and withdrawals from storage. We typically use swaps to execute these transactions, which are not designated as hedging instruments and are recorded at fair value with changes in fair value recorded in the current period consolidated statements of operations. While gas held in our storage locations is recorded at the lower of average cost or net realizable value, the derivative instruments that are used to manage our storage facilities are recorded at fair value and any changes in fair value are currently recorded in our consolidated statements of operations. Even though we may have economically hedged our exposure and locked in a future margin, the use of lower-of- cost-or-market accounting for our physical inventory and the use of mark-to-market accounting for our derivative instruments may subject our earnings to market volatility. 86 The following tables set forth additional information about our derivative instruments, used to mitigate a portion of our natural gas price risk associated with our inventory within our natural gas storage operations as of December 31, 2020: Inventory Period ended December 31, 2020 Commodity Swaps Period January 2021 — April 2021 January 2021 — October 2021 Commodity Natural Gas Commodity Natural Gas Natural Gas Notional Volume - Long Positions 10,373,140 MMBtu Notional Volume - (Short)/Long Positions (26,297,500) MMBtu 14,355,000 MMBtu $ $ $ Fair Value (millions) Weighted Average Price 18 $1.73/MMBtu Fair Value (millions) Price Range 7 (4) $2.28-$3.41/MMBtu $2.26-$3.41/MMBtu Natural Gas Asset Based Trading and Marketing - Our trading and marketing activities are subject to commodity price fluctuations in response to changes in supply and demand, market conditions and other factors. We may enter into physical contracts and financial instruments with the objective of realizing a positive margin from the purchase and sale of commodity-based instruments. The following table sets forth our commodity derivative instruments as of December 31, 2020: Commodity Swaps Period January 2021 — December 2024 January 2021 — December 2025 Commodity Natural Gas Natural Gas Notional Volume - (Short)/Long Positions Fair Value (millions) (119,215,000) 138,387,500 MMBtu $ MMBtu $ (3) 30 Price Range (a) $0.06-$0.10/MMBtu $0.42-$0.55/MMBtu (a) Represents the basis differential from NYMEX final settlement price for natural gas futures contracts for stated time period We manage our commodity derivative activities in accordance with our Risk Management Policy which limits exposure to market risk and requires regular reporting to management of potential financial exposure. Valuation - Valuation of a contract’s fair value is validated by an internal group independent of the marketing group. While common industry practices are used to develop valuation techniques, changes in pricing methodologies or the underlying assumptions could result in significantly different fair values and income recognition. When available, quoted market prices or prices obtained through external sources are used to determine a contract’s fair value. For contracts with a delivery location or duration for which quoted market prices are not available, fair value is determined based on pricing models developed primarily from historical and expected relationships with quoted market prices. Values are adjusted to reflect the credit risk inherent in the transaction as well as the potential impact of liquidating open positions in an orderly manner over a reasonable time period under current conditions. Changes in market prices and management estimates directly affect the estimated fair value of these contracts. Accordingly, it is reasonably possible that such estimates may change in the near term. The fair value of our commodity non-trading derivatives is expected to be realized in future periods, as detailed in the following table. The amount of cash ultimately realized for these contracts will differ from the amounts shown in the following table due to factors such as market volatility, counterparty default and other unforeseen events that could impact the amount and/or realization of these values. 87 Fair Value of Contracts as of December 31, 2020 Sources of Fair Value Prices supported by quoted market prices and other external sources Prices based on models or other valuation techniques Total Total Maturity in 2021 (millions) 18 $ (2) 16 $ 10 (3) 7 $ $ The “prices supported by quoted market prices and other external sources” category includes our commodity positions in natural gas, NGLs and crude oil. In addition, this category includes our forward positions in natural gas for which our forward price curves are obtained from a third party pricing service and then validated through an internal process which includes the use of independent broker quotes. This category also includes our forward positions in NGLs at points for which over-the-counter, or OTC, broker quotes for similar assets or liabilities are available for the full term of the instrument. This category also includes “strip” transactions whose pricing inputs are directly or indirectly observable from external sources and then modeled to daily or monthly prices as appropriate. The “prices based on models and other valuation techniques” category includes the value of transactions for which inputs to the fair value of the instrument are unobservable in the marketplace and are considered significant to the overall fair value of the instrument. The fair value of these instruments may be based upon an internally developed price curve, which was constructed as a result of the long dated nature of the transaction or the illiquidity of the market point. Credit Risk Our customers include large multi-national petrochemical and refining companies, natural gas marketers, as well as commodity producers. Substantially all of our natural gas, propane and NGL sales are made at market-based prices. This concentration of credit risk may affect our overall credit risk, as these customers may be similarly affected by changes in economic, regulatory or other factors. Where exposed to credit risk, we analyze the counterparties’ financial condition prior to entering into an agreement, establish credit limits, and monitor the appropriateness of these limits on an ongoing basis. Our corporate credit policy, as well as the standard terms and conditions of our agreements, prescribe the use of financial responsibility and reasonable grounds for adequate assurances. These provisions allow our credit department to request that a counterparty remedy its credit limit violations by posting cash or letters of credit for exposure in excess of an established credit line. The credit line represents an open credit limit, determined in accordance with our credit policy. Our standard agreements also provide that the inability of a counterparty to post collateral is sufficient cause to terminate a contract and liquidate all positions. The adequate assurance provisions also allow us to suspend deliveries, cancel agreements or continue deliveries to the buyer after the buyer provides security for payment to us in a satisfactory form. Interest Rate Risk Interest rates on Credit Agreement and Securitization Facility borrowings, and future debt offerings could be higher than current levels, causing our financing costs to increase accordingly. Although this could limit our ability to raise funds in the debt capital markets, we expect to remain competitive with respect to acquisitions and capital projects, as our competitors would face similar circumstances. We may mitigate a portion of our future interest rate risk with interest rate swaps that reduce our exposure to market rate fluctuations by converting variable interest rates on our debt to fixed interest rates and locking in rates on our anticipated future fixed-rate debt, respectively. Additionally, see the risk factor “It is unclear how changes in the regulation of LIBOR or the discontinuation of LIBOR all together may affect our financing costs in the future.” in Item 1A. Risk Factors. At December 31, 2020, the effective weighted-average interest rate on our outstanding debt was 5.26%. 88 Item 8. Financial Statements INDEX TO FINANCIAL STATEMENTS DCP MIDSTREAM, LP CONSOLIDATED FINANCIAL STATEMENTS: Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm (Gulf Coast Express Pipeline LLC) Consolidated Balance Sheets as of December 31, 2020 and 2019 Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2020, 2019 and 2018 Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018 Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 Notes to Consolidated Financial Statements 90 93 94 95 96 97 100 101 89 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of DCP Midstream GP, LLC and the Unitholders of DCP Midstream, LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of DCP Midstream, LP and subsidiaries (the "Partnership") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We did not audit the financial statements of Gulf Coast Express Pipeline, LLC, an investment which is accounted for by the Partnership using the equity method. The accompanying consolidated financial statements of the Partnership include its equity investment in Gulf Coast Express Pipeline, LLC of $436 million as of December 31, 2020, and its equity earnings in Gulf Coast Express Pipeline, LLC of $66 million for the year ended December 31, 2020. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Gulf Coast Express Pipeline LLC, is based solely on the report of the other auditors. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2020, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2021, expressed an unqualified opinion on the Partnership’s internal control over financial reporting. Change in Accounting Principle As discussed in Notes 2 and 13 to the financial statements, the Partnership has changed its method of accounting for leases in the year ended December 31, 2019 due to adoption of Accounting Standards Codification Topic 842 – Leases. Basis for Opinion These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment of Long-Lived Assets – Refer to Notes 2 and 12 to the financial statements Critical Audit Matter Description 90 The Partnership periodically evaluates whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. When management determines a recoverability analysis is required, this evaluation is based on undiscounted cash flow projections. The development of the Partnership’s undiscounted future cash flow projections requires management to apply judgment in estimating future cash flows, including the impact of future volumes of raw natural gas, or other applicable throughput, that are expected to be produced or delivered by third parties and subsequently gathered, treated, processed, transported and/or stored. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset group’s carrying value over its fair value. These analyses resulted in management recognizing a $587 million impairment loss associated with certain asset groups in the Permian and South regions during the year ended December 31, 2020. Management estimated the fair value of the respective asset groups using discounted cash flow models by selecting a discount rate reflective of the risk inherent in future cash flows, and applying that discount rate to the cash flow projections. Changes in the assumptions used to estimate the discount rate could have a significant effect on both the fair value of the respective asset group and the related impairment expense. Given the Partnership’s use of future volumes of raw natural gas, or other applicable throughput, attributable to the respective asset group, which requires management to apply judgment for which there is limited historical data or other objectively verifiable evidence, auditing management’s judgments regarding future volumes of raw natural gas, or other applicable throughput, attributable to the asset group, and the selection of a discount rate, involved especially subjective auditor judgment and an increased extent of effort was required, including the need to utilize our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to future volumes of raw natural gas, or other applicable throughput, attributable to the asset group, and the selection of the discount rate applied to estimated future cash flows, included the following, among others: • We tested the effectiveness of controls over estimates of future volumes of raw natural gas, or other applicable throughput, attributable to the asset groups, and the selection of the discount rate. • We evaluated management’s estimates of future volumes by: Searching for information provided by, or relating to, the Partnership’s customers – Comparing recent actual results to management’s historical forecasts – Comparing historical growth rates to future growth rates – – Researching industry trends specifically in the Permian and South regions – Considering recent historical results, and the impact of unique events or circumstances – Evaluating forecasted information included in Partnership’s public disclosures for consistency • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by: Evaluating the appropriateness of the mathematical model used to develop the discount rate – – Recomputing the mathematical accuracy of the calculation of the discount rate – Evaluating the guideline public companies selected by management and used in the selection of the discount rate considering the comparability of operations to those of the Partnership – Comparing the selected discount rate to discount rate estimates for the industry/location/asset type published by a third-party financial institution – Developing a range of independent estimates of the discount rate by independently obtaining information to estimate components of the discount rate, including the cost of debt capital, the cost of equity capital, and debt-to-equity ratio – Comparing the discount rate selected by management with the range of independent estimates Impairment of Investments in Unconsolidated Affiliates – Refer to Notes 2 and 12 to the financial statements Critical Audit Matter Description The Partnership periodically evaluates whether investments in unconsolidated affiliates have become impaired when events or changes in circumstances indicate a decline in value of such investment has occurred that is other than temporary. If an impairment is determined to be other than temporary, the Partnership measures the fair value of the investment primarily using a discounted cash flow analysis which requires management to apply judgement in estimating future cash flows, including the impact of future volumes of raw natural gas, or other applicable throughput, that are expected to be produced or delivered by third parties and subsequently gathered, treated, processed, transported and/or stored by the investee. If the estimated fair value of the investment is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss. 91 These analyses resulted in management recognizing a $61 million impairment loss on the equity method investment in Discovery Producer Services LLC (“Discovery”) during the year ended December 31, 2020. Management estimated the fair value of the investment using a discounted cash flow model by selecting a discount rate reflective of the risk inherent in future cash flows, and applying that discount rate to the cash flow projections. Changes in the assumptions used to estimate the discount rate could have a significant effect on both the fair value of the investment and the related impairment expense. Given the Partnership’s use of future volumes of raw natural gas, or other applicable throughput, attributable to the investment, which requires management to apply judgment for which there is limited historical data or other objectively verifiable evidence, auditing management’s judgments regarding future volumes of raw natural gas, or other applicable throughput, attributable to the investment, and the selection of a discount rate, involved especially subjective auditor judgment and an increased extent of effort was required, including the need to utilize our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to future volumes of raw natural gas, or other applicable throughput, attributable to Discovery, and the selection of the discount rate applied to estimated future cash flows, included the following, among others: • We tested the effectiveness of controls over estimates of future volumes of raw natural gas, or other applicable throughput, attributable to Discovery, and the selection of the discount rate. • We evaluated management’s estimates of future volumes for Discovery by: – Comparing recent actual results to management’s forecasts Searching for information provided by, or relating to, Discovery’s customers – – Obtaining internal communications to management from the operator of Discovery – Considering recent historical results, and the impact of unique events or circumstances – Evaluating forecasted information included in the financial statements of Discovery for consistency • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by: Evaluating the appropriateness of the mathematical model used to develop the discount rate – – Recomputing the mathematical accuracy of the calculation of the discount rate – – Comparing the selected discount rate to discount rate estimates for the industry/location/asset type published by a third-party financial Evaluating the guideline public companies selected by management and used in the selection of the discount rate institution – Developing a range of independent estimates of the discount rate by independently obtaining information to estimate components of the discount rate, including the cost of debt capital, the cost of equity capital, and debt-to-equity ratio – Comparing the discount rate selected by management with the range of independent estimates /s/ Deloitte & Touche LLP Denver, Colorado February 19, 2021 We have served as the Partnership’s auditor since 2004. 92 Report of Independent Registered Public Accounting Firm Board of Directors and Members Gulf Coast Express Pipeline LLC Houston, Texas Opinion on the Financial Statements We have audited the accompanying balance sheet of Gulf Coast Express Pipeline LLC (the “Company”) as of December 31, 2020, the related statements of income, members’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. Emphasis of Matter – Significant Transactions with Related Parties As discussed in Note 4 to the financial statements, the Company has entered into significant transactions with related parties. /s/ BDO USA, LLP We have served as the Company's auditor since 2020. Houston Texas February 19, 2021 93 DCP MIDSTREAM, LP CONSOLIDATED BALANCE SHEETS December 31, 2020 December 31, 2019 Current assets: Cash and cash equivalents Accounts receivable: ASSETS Trade, net of allowance for credit losses of $2 and $3 million, respectively Affiliates Other Inventories Unrealized gains on derivative instruments Collateral cash deposits Other Total current assets Property, plant and equipment, net Goodwill Intangible assets, net Investments in unconsolidated affiliates Unrealized gains on derivative instruments Operating lease assets Other long-term assets Total assets LIABILITIES AND EQUITY Current liabilities: Accounts payable: Trade Affiliates Other Current debt Unrealized losses on derivative instruments Accrued interest Accrued taxes Accrued wages and benefits Capital spending accrual Other Total current liabilities Long-term debt Unrealized losses on derivative instruments Deferred income taxes Operating lease liabilities Other long-term liabilities Total liabilities Commitments and contingent liabilities (see note 21) Equity: Series A preferred limited partners (500,000 preferred units authorized, issued and outstanding, respectively) Series B preferred limited partners (6,450,000 preferred units authorized, issued and outstanding, respectively) Series C preferred limited partners (4,400,000 preferred units authorized, issued and outstanding, respectively) Limited partners (208,351,528 and 208,329,928 common units authorized, issued and outstanding, respectively) Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests Total equity Total liabilities and equity (millions) 52 $ 572 238 10 38 63 14 21 1,008 7,993 — 44 3,641 16 85 170 12,957 $ 536 $ 161 23 505 56 85 59 70 4 122 1,621 5,119 7 30 76 243 7,096 489 156 106 5,090 (7) 5,834 27 5,861 12,957 $ 1 726 138 14 46 32 111 12 1,080 8,811 159 61 3,724 2 107 183 14,127 638 100 35 603 58 80 65 58 28 128 1,793 5,321 20 30 88 242 7,494 489 156 106 5,861 (7) 6,605 28 6,633 14,127 $ $ $ $ See accompanying notes to consolidated financial statements. 94 DCP MIDSTREAM, LP CONSOLIDATED STATEMENTS OF OPERATIONS Operating revenues: Sales of natural gas, NGLs and condensate Sales of natural gas, NGLs and condensate to affiliates Transportation, processing and other Trading and marketing gains (losses), net Total operating revenues Operating costs and expenses: Purchases and related costs Purchases and related costs from affiliates Transportation and related costs from affiliates Operating and maintenance expense Depreciation and amortization expense General and administrative expense Asset impairments Other expense, net Loss on sale of assets, net Restructuring costs Total operating costs and expenses Operating (loss) income Loss from financing activities Earnings from unconsolidated affiliates Interest expense, net (Loss) income before income taxes Income tax benefit (expense) Net (loss) income Net income attributable to noncontrolling interests Net (loss) income attributable to partners Series A preferred limited partners' interest in net (loss) income Series B preferred limited partners' interest in net (loss) income Series C preferred limited partners' interest in net (loss) income General partner’s interest in net (loss) income Net (loss) income allocable to limited partners Net (loss) income per limited partner unit — basic and diluted Weighted-average limited partner units outstanding — basic Weighted-average limited partner units outstanding — diluted 2020 Year Ended December 31, 2019 (millions, except per unit amounts) 2018 4,603 $ 1,088 455 156 6,302 3,627 166 950 607 376 253 746 15 — 9 6,749 (447) — 447 (302) (302) — (302) (4) (306) (37) (13) (9) — (365) $ (1.75) $ 208.3 208.3 6,023 $ 1,176 439 (13) 7,625 4,933 223 866 728 404 275 247 8 80 11 7,775 (150) — 474 (304) 20 1 21 (4) 17 (37) (13) (9) (118) (160) $ (1.05) $ 153.1 153.1 7,764 1,610 489 (41) 9,822 7,123 228 668 760 388 276 145 11 — — 9,599 223 (19) 370 (269) 305 (3) 302 (4) 298 (37) (8) (2) (164) 87 0.61 143.3 143.3 $ $ $ See accompanying notes to consolidated financial statements. 95 DCP MIDSTREAM, LP CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Net (loss) income Other comprehensive income: Reclassification of cash flow hedge losses into earnings Total other comprehensive income Total comprehensive (loss) income Total comprehensive (loss) attributable to noncontrolling interests Total comprehensive (loss) income attributable to partners 2020 Year Ended December 31, 2019 (millions) 2018 $ $ (302) $ — — (302) (4) (306) $ 21 $ 1 1 22 (4) 18 $ 302 1 1 303 (4) 299 See accompanying notes to consolidated financial statements. 96 DCP MIDSTREAM, LP CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Partners' Equity Series A Preferred Limited Partners Series B Preferred Limited Partners Series C Preferred Limited Partners Limited Partners Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity Balance, January 1, 2020 Net income (loss) Distributions to unitholders Distributions to noncontrolling interests Balance, December 31, 2020 $ $ 489 $ 37 (37) — 489 $ 156 $ 13 (13) — 156 $ 106 $ 9 (9) — 106 $ (millions) 5,861 $ (365) (406) — 5,090 $ (7) $ — — — (7) $ 28 $ 4 — (5) 27 $ 6,633 (302) (465) (5) 5,861 See accompanying notes to consolidated financial statements. 97 DCP MIDSTREAM, LP CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Partner's Equity Series A Preferred Limited Partners Series B Preferred Limited Partners Series C Preferred Limited Partners Limited Partners General Partner (millions) Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity $ Balance, January 1, 2019 Net income (loss) Other comprehensive income Distributions to unitholders Distributions to noncontrolling interests Conversion of GP economic interest and IDRs Balance, December 31, 2019 $ 489 $ 37 — (37) 156 $ 13 — (13) 106 $ 9 — (9) 6,418 $ (160) — (447) 107 $ 118 — (171) — — — — — — 489 $ — 156 $ — 106 $ 50 5,861 $ (54) — $ (8) $ — 1 — — — (7) $ 29 $ 4 — — (5) — 28 $ 7,297 21 1 (677) (5) (4) 6,633 See accompanying notes to consolidated financial statements. 98 DCP MIDSTREAM, LP CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Partners' Equity Series A Preferred Limited Partners Series B Preferred Limited Partners Series C Preferred Limited Partners Limited Partners General Partner (millions) Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity $ Balance, January 1, 2018 Cumulative-effect adjustment Net income Other comprehensive income Issuance of 6,450,000 Series B Preferred Units Issuance of 4,400,000 Series C Preferred Units Distributions to unitholders Distributions to noncontrolling interests Balance, December 31, 2018 $ 491 $ — 37 — — — (39) — $ — 8 — 155 — (7) — $ — 2 — 6,772 $ 6 87 — 154 $ — 164 — — 106 (2) — — (447) — — (211) — 489 $ — 156 $ — 106 $ — 6,418 $ — 107 $ (9) $ — — 1 — — — — (8) $ 30 $ — 4 — — — — 7,438 6 302 1 155 106 (706) (5) 29 $ (5) 7,297 See accompanying notes to consolidated financial statements. 99 DCP MIDSTREAM, LP CONSOLIDATED STATEMENTS OF CASH FLOWS OPERATING ACTIVITIES: Net (loss) income Adjustments to reconcile net (loss) income to net cash provided by operating activities: $ Depreciation and amortization expense Earnings from unconsolidated affiliates Distributions from unconsolidated affiliates Net unrealized (gains) losses on derivative instruments Loss on sale of assets, net Asset impairments Loss from financing activities Other, net Change in operating assets and liabilities, which provided (used) cash: Accounts receivable Inventories Accounts payable Other assets and liabilities Net cash provided by operating activities INVESTING ACTIVITIES: Capital expenditures Investments in unconsolidated affiliates Distributions from unconsolidated affiliates Proceeds from sale of assets Net cash used in investing activities FINANCING ACTIVITIES: Proceeds from debt Payments of debt Costs incurred to redeem senior notes Costs incurred related to conversion of GP economic interest and IDRs Proceeds from issuance of preferred limited partner units, net of offering costs Distributions to preferred limited partners Distributions to limited partners and general partner Distributions to noncontrolling interests Debt issuance costs Other Net cash used in financing activities Net change in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash, beginning of period Cash, cash equivalents and restricted cash, end of period Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents Restricted cash included in other current assets Total cash, cash equivalents, and restricted cash $ $ $ 2020 Year Ended December 31, 2019 (millions) 2018 (302) $ 21 $ 376 (447) 631 (55) — 746 — 22 62 3 (47) 110 1,099 (160) (107) 6 2 (259) 4,407 (4,713) — — — (59) (406) (5) (8) (1) (785) 55 1 56 $ 404 (474) 540 78 80 247 — 21 170 9 (133) (104) 859 (519) (450) — 209 (760) 5,971 (5,372) — (3) — (59) (618) (5) (13) — (99) — 1 1 $ 302 388 (370) 441 (108) — 145 19 15 (55) (11) (168) 64 662 (595) (354) — 4 (945) 5,161 (4,560) (18) — 261 (46) (658) (5) (7) — 128 (155) 156 1 December 31, 2020 December 31, 2019 December 31, 2018 52 $ 4 56 $ 1 $ — 1 $ 1 — 1 See accompanying notes to consolidated financial statements. 100 DCP MIDSTREAM, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2020, 2019 and 2018 1. Description of Business and Basis of Presentation DCP Midstream, LP, with its consolidated subsidiaries, or “us,” “we,” “our” or the “Partnership” is a Delaware limited partnership formed in 2005 by DCP Midstream, LLC to own, operate, acquire and develop a diversified portfolio of complementary midstream energy assets. Our Partnership includes our Logistics and Marketing and Gathering and Processing segments. For additional information regarding these segments, see Note 23 - Business Segments. Our operations and activities are managed by our general partner, DCP Midstream GP, LP, which in turn is managed by its general partner, DCP Midstream GP, LLC, which we refer to as the General Partner, and which is 100% owned by DCP Midstream, LLC. DCP Midstream, LLC and its subsidiaries and affiliates, collectively referred to as DCP Midstream, LLC, is owned 50% by Phillips 66 and 50% by Enbridge Inc. and its affiliates, or Enbridge. DCP Midstream, LLC directs our business operations through its ownership and control of the General Partner. As of December 31, 2020, DCP Midstream, LLC, together with our general partner, owned approximately 57% of us through limited partner interests. The consolidated financial statements include the accounts of the Partnership and all majority-owned subsidiaries where we have the ability to exercise control. Investments in greater than 20% owned affiliates that are not variable interest entities and where we do not have the ability to exercise control, and investments in less than 20% owned affiliates where we have the ability to exercise significant influence, are accounted for using the equity method. The consolidated financial statements have been prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated in consolidation. 2. Summary of Significant Accounting Policies Use of Estimates - Conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Although these estimates are based on management’s best available knowledge of current and expected future events, actual results could differ from those estimates, which may be significantly impacted by various factors, including those outside of our control, such as the impact of sustained deterioration in commodity prices and volumes, which would negatively impact our results of operations, financial condition and cash flows. Cash, Cash Equivalents, and Restricted Cash - We consider investments in highly liquid financial instruments purchased with an original stated maturity of 90 days or less and temporary investments of cash in short-term money market securities to be cash equivalents. Restricted cash primarily consists of amounts held in our non-qualified deferred compensation plan. Restricted cash is excluded from cash and cash equivalents and is included in other current or long-term assets. Allowance for Credit Losses - Management estimates the amount of required allowances for credit losses based upon our assessment of various factors, including historical loss rates, the age of the accounts receivable balances, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other relevant factors that may affect our ability to collect from customers. Inventories - Inventories, which consist primarily of NGLs and natural gas, are recorded at the lower of weighted-average cost or net realizable value. Transportation costs are included in inventory. Accounting for Risk Management Activities and Financial Instruments - Non-trading energy commodity derivatives are designated as a hedge of a forecasted transaction or future cash flow (cash flow hedge), a hedge of a recognized asset, liability or firm commitment (fair value hedge), or normal purchases or normal sales. The remaining non-trading derivatives, which are related to asset-based activities for which the normal purchase or normal sale exception is not elected, are recorded at fair value in the consolidated balance sheets as unrealized gains or unrealized losses in derivative instruments, with changes in the fair value recognized in the consolidated statements of operations. For each derivative, the accounting method and presentation of gains and losses or revenue and expense in the consolidated statements of operations are as follows: 101 Classification of Contract Trading Derivatives Non-Trading Derivatives: Cash Flow Hedge Fair Value Hedge Accounting Method Presentation of Gains & Losses or Revenue & Expense Mark-to-market method (a) Net basis in trading and marketing gains and losses Hedge method (b) Hedge method (b) Gross basis in the same consolidated statements of operations category as the related hedged item Gross basis in the same consolidated statements of operations category as the related hedged item Gross basis upon settlement in the corresponding consolidated statements of operations category based on purchase or sale Normal Purchases or Normal Sales Accrual method (c) Other Non-Trading Derivative Activity Mark-to-market method (a) Net basis in trading and marketing gains and losses, net (a) Mark-to-market method - An accounting method whereby the change in the fair value of the asset or liability is recognized in the consolidated statements of operations in trading and marketing gains and losses, net during the current period. (b) Hedge method - An accounting method whereby the change in the fair value of the asset or liability is recorded in the consolidated balance sheets as unrealized gains or unrealized losses on derivative instruments. For cash flow hedges, there is no recognition in the consolidated statements of operations for the effective portion until the service is provided or the associated delivery impacts earnings. For fair value hedges, the change in the fair value of the asset or liability, as well as the offsetting changes in value of the hedged item, are recognized in the consolidated statements of operations in the same category as the related hedged item. (c) Accrual method - An accounting method whereby there is no recognition in the consolidated balance sheets or consolidated statements of operations for changes in fair value of a contract until the service is provided or the associated delivery impacts earnings. Cash Flow and Fair Value Hedges - For derivatives designated as a cash flow hedge or a fair value hedge, we maintain formal documentation of the hedge. In addition, we formally assess both at the inception of the hedging relationship and on an ongoing basis, whether the hedge contract is highly effective in offsetting changes in cash flows or fair values of hedged items. All components of each derivative gain or loss are included in the assessment of hedge effectiveness, unless otherwise noted. The fair value of a derivative designated as a cash flow hedge is recorded in the consolidated balance sheets as unrealized gains or unrealized losses on derivative instruments. The change in fair value of the effective portion of a derivative designated as a cash flow hedge is recorded in partners’ equity in accumulated other comprehensive income, or AOCI, and the ineffective portion is recorded in the consolidated statements of operations. During the period in which the hedged transaction impacts earnings, amounts in AOCI associated with the hedged transaction are reclassified to the consolidated statements of operations in the same line item as the item being hedged. Hedge accounting is discontinued prospectively when it is determined that the derivative no longer qualifies as an effective hedge, or when it is probable that the hedged transaction will not occur. When hedge accounting is discontinued because the derivative no longer qualifies as an effective hedge, the derivative is subject to the mark-to-market accounting method prospectively. The derivative continues to be carried on the consolidated balance sheets at its fair value; however, subsequent changes in its fair value are recognized in current period earnings. Gains and losses related to discontinued hedges that were previously accumulated in AOCI will remain in AOCI until the hedged transaction impacts earnings, unless it is probable that the hedged transaction will not occur, in which case, the gains and losses that were previously deferred in AOCI will be immediately recognized in current period earnings. The fair value of a derivative designated as a fair value hedge is recorded for balance sheet purposes as unrealized gains or unrealized losses on derivative instruments. We recognize the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item in earnings in the current period. All derivatives designated and accounted for as fair value hedges are classified in the same category as the item being hedged in the results of operations. Valuation - When available, quoted market prices or prices obtained through external sources are used to determine a contract’s fair value. For contracts with a delivery location or duration for which quoted market prices are not available, fair 102 value is determined based on pricing models developed primarily from historical relationships with quoted market prices and the expected relationship with quoted market prices. Values are adjusted to reflect the credit risk inherent in the transaction as well as the potential impact of liquidating open positions in an orderly manner over a reasonable time period under current conditions. Changes in market prices and management estimates directly affect the estimated fair value of these contracts. Accordingly, it is reasonably possible that such estimates may change in the near term. Property, Plant and Equipment - Property, plant and equipment are recorded at historical cost. The cost of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Capitalized Interest - We capitalize interest during construction of major projects. Interest is calculated on the monthly outstanding capital balance and ceases in the month that the asset is placed into service. We also capitalize interest on our equity method investments which are devoting substantially all efforts to establishing a new business and have not yet begun planned principal operations. Capitalization ceases when the investee commences planned principal operations. The rates used to calculate capitalized interest are the weighted-average cost of debt, including the impact of interest rate swaps. Asset Retirement Obligations - Our asset retirement obligations relate primarily to the retirement of various gathering pipelines and processing facilities and obligations related to right-of-way and land easement agreements. We adjust our asset retirement obligation each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows. Asset retirement obligations associated with tangible long-lived assets are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made, and added to the carrying amount of the associated asset. This additional carrying amount is then depreciated over the life of the asset. The liability is determined using a credit-adjusted risk free interest rate, and accretes due to the passage of time based on the time value of money until the obligation is settled. Goodwill and Intangible Assets - Goodwill is the cost of an acquisition less the fair value of the net assets of the acquired business. We perform an annual impairment test of goodwill at the reporting unit level during the third quarter, and update the test during interim periods when we believe events or changes in circumstances indicate that we may not be able to recover the carrying value of a reporting unit. We primarily use a discounted cash flow analysis, supplemented by a market approach analysis, to perform the assessment. Key assumptions in the analysis include the use of an appropriate discount rate, terminal year multiples, and estimated future cash flows including an estimate of operating and general and administrative costs. In estimating cash flows, we incorporate current market information, as well as historical and other factors, into our forecasted commodity prices. A period of lower commodity prices may adversely affect our estimate of future operating results, which could result in future goodwill and intangible assets impairment due to the potential impact on our operations and cash flows. Intangible assets consist of customer contracts, including commodity purchase, transportation and processing contracts, and related relationships. These intangible assets are amortized on a straight-line basis over the period of expected future benefit. Intangible assets are removed from the gross carrying amount and the total of accumulated amortization in the period in which they become fully amortized. Investments in Unconsolidated Affiliates - We use the equity method to account for investments in greater than 20% owned affiliates. We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate a decline in value of such investments has occurred that is other than temporary. When there is evidence of impairment that is other than temporary, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. We assess the fair value of our investments in unconsolidated affiliates using commonly accepted techniques, and may use more than one method, but is primarily measured with discounted cash flow models. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss. Long-Lived Assets - We periodically evaluate whether the carrying value of long-lived assets, including intangible assets, has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. This evaluation is based on undiscounted cash flow projections. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. We consider various factors when determining if these assets should be evaluated for impairment, including but not limited to: 103 • • • • • • 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; 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. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. We assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. Significant changes in market conditions resulting from events such as the condition of an asset or a change in management’s intent to utilize the asset would generally require management to reassess the cash flows related to the long-lived assets. A period of lower commodity prices may adversely affect our estimate of future operating results, which could result in future impairment due to the potential impact on our operations and cash flows. Leases - Our leasing activity primarily consists of transportation agreements, office space, vehicles, and field equipment. We determine if an arrangement is an operating or finance lease at inception. Right of use assets represent our right to use an underlying asset for the lease term when we control the use of the asset by obtaining substantially all of the economic benefits of the asset and direct the use of the asset. Lease liabilities represent our obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The interest rate used to calculate the present value of lease payments is the rate implicit in the lease when determinable or our incremental borrowing rate. Our incremental borrowing rate is primarily based on our collateralized borrowing rate when such borrowings exist or an estimated collateralized borrowing rate based on independent third party quotes when such borrowings do not exist. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method and amortization of the right of use asset is recognized based on the straight-line method. Unamortized Debt Discount and Expense - Discounts and expenses incurred with the issuance of long-term debt are amortized over the term of the debt using the effective interest method. The discounts and unamortized expenses are recorded on the consolidated balance sheets within the carrying amount of long-term debt. Noncontrolling Interest - Noncontrolling interest represents any third party or affiliate interest in non-wholly owned entities that we consolidate. For financial reporting purposes, the assets and liabilities of these entities are consolidated with those of our own, with any third party or affiliate interest in our consolidated balance sheet amounts shown as noncontrolling interest in equity. Distributions to and contributions from noncontrolling interests represent cash payments to and cash contributions from, respectively, such third party and affiliate investors. Revenue Recognition - Our operating revenues are primarily derived from the following activities: • • • sales of natural gas, NGLs and condensate; services related to gathering, compressing, treating, and processing natural gas; and services related to transportation and storage of natural gas and NGLs. Sales of natural gas, NGLs and condensate - We sell our commodities to a variety of customers ranging from large, multi-national petrochemical and refining companies to regional retail propane distributors. We recognize revenue from commodity sales at the point in time when control is obtained by the customer. Generally, the transaction price is determined at the time of each delivery as the variability of commodity pricing is resolved. Customers usually pay monthly based on the products purchased the previous month. 104 Sales of natural gas, NGLs and condensate include physical sales contracts which qualify as financial derivative instruments, and buy-sell and exchange transactions which involve purchases and sales of inventory with the same counterparty that are legally contingent or in contemplation of one another as a single transaction on a combined net basis. Neither of these types of arrangements are contracts with customers within the scope of Financial Accounting Standards Board, or "FASB", Accounting Standards Update, or "ASU", 2014-09 Revenue from Contracts with Customers, or "Topic 606". Gathering, compressing, treating and processing natural gas - For natural gas gathering and processing activities, we receive either fees and/or a percentage of proceeds from commodity sales as payment for these services, depending on the type of contract. For gathering and processing agreements within the scope of Topic 606, we recognize the revenue associated with our services when the gas is gathered, treated or processed at our facilities. Under fee-based contracts, we receive a fee for our services based on throughput volumes. Under percent-of-proceeds contracts, we receive either an agreed upon percentage of the actual proceeds received from our sale of the residue natural gas and NGLs or an agreed upon percentage based on index related prices for the natural gas and NGLs. Our percent-of-proceeds contracts may also include a fee-based component. Transportation and storage - Revenue from transportation and storage agreements is recognized based on contracted volumes transported and stored in the period the services are provided. Our service contracts generally have terms that extend beyond one year, and are recognized over time. The performance obligation for most of our service contracts encompasses a series of distinct services performed on discrete daily quantities of natural gas or NGLs for purposes of allocating variable consideration and recognizing revenue while the customer simultaneously receives and consumes the benefits of the services provided. Revenue is recognized over time consistent with the transfer of goods or services over time to the customer based on daily volumes delivered or stored. Consideration is generally variable, and the transaction price cannot be determined at the inception of the contract, because the volume of natural gas or NGLs for which the service is provided is only specified on a daily or monthly basis. The transaction price is determined at the time the service is provided and the uncertainty is resolved. Customers usually pay monthly based on the services performed the previous month. Purchase arrangements - Under purchase arrangements, we purchase natural gas at either the wellhead or the tailgate of a plant. These purchase arrangements represent an arrangement with a supplier and are recorded in “Purchases and related costs”. Often, we earn fees for services performed prior to taking control of the product in these arrangements and service revenue is recorded for these fees. Revenue generated from the sale of product obtained in these purchase arrangements are reported as “Sales of natural gas, NGLs and condensate” on the consolidated statements of operations and are recognized on a gross basis as we purchase and take control of the product prior to sale and are the principal in the transaction. Practical expedients - We apply certain practical expedients in Topic 606 and do not disclose information about transaction prices allocated to remaining performance obligations that have original expected durations of one year or less, nor do we disclose information about transaction prices allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation Contract liabilities - We have contracts with customers whereby the customer reimburses us for costs to construct certain connections to our operating assets. These agreements are typically entered into in contemplation with gathering and processing agreements and transportation agreements with customers, and are part of the consideration of the contract. We record these payments as deferred revenue which are amortized into revenue over the expected contract term. Purchases and related costs - Purchases and related costs primarily includes (i) the cost of purchased commodities, including NGLs, natural gas and condensate, and (ii) fees incurred for transportation and fractionation of commodities. Significant Customers - There were no third party customers that accounted for more than 10% of total operating revenues for the years ended December 31, 2020, 2019 and 2018. We had significant transactions with affiliates for the years ended December 31, 2020, 2019 and 2018. 105 Environmental Expenditures - Environmental expenditures are expensed or capitalized as appropriate, depending upon the future economic benefit. Expenditures that relate to an existing condition caused by past operations and that do not generate current or future revenue are expensed. Liabilities for these expenditures are recorded on an undiscounted basis when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated. Equity-Based Compensation - Equity classified awards are measured at their grant date fair value, which is recognized on a straight line basis over the requisite service or vesting period. Equity classified awards are expected to result in the issuance of common units upon vesting. Liability classified equity-based compensation cost is remeasured at each reporting date at fair value, based on the closing security price, and is recognized as expense over the requisite service period. Compensation expense for awards with graded vesting provisions is recognized on a straight-line basis over the requisite service period of each separately vesting portion of the award. Income Taxes - We are structured as a master limited partnership which is a pass-through entity for federal income tax purposes. Our income tax expense includes certain jurisdictions, including state, local, franchise and margin taxes of the master limited partnership and subsidiaries. We follow the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Our taxable income or loss, which may vary substantially from the net income or loss reported in the consolidated statements of operations, is proportionately included in the federal income tax returns of each partner. Net Income or Loss per Limited Partner Unit - Basic and diluted net income or loss per limited partner unit, or LPU, is calculated by dividing net income or loss allocable to limited partners, by the weighted-average number of outstanding LPUs during the period using the two-class method. Diluted net income or loss per limited partner unit is computed based on the weighted average number of limited partner units, plus the effect of dilutive potential units, if any, outstanding during the period. 3. Recent Accounting Pronouncements FASB ASU, 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” or ASU 2020-04 - In March 2020, the FASB issued ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This ASU is effective for interim and annual reporting periods that include or are subsequent to March 12, 2020. We adopted this ASU on March 12, 2020 and it did not have a material impact on our consolidated financial statements. FASB ASU, 2018-15 “Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40): Customers Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract” or ASU 2018-15 - In August 2018, the FASB issued ASU 2018-15, which aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019, with the option to early adopt for financial statements that have not been issued. We adopted this ASU on January 1, 2020 and it did not have a material impact on our consolidated financial statements. FASB ASU, 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” or ASU 2016- 13 - In June 2016, the FASB issued ASU 2016-13, which amends current measurement techniques used to estimate credit losses for financial assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019, with the option to early adopt for financial statements that have not been issued. We adopted this ASU on January 1, 2020 and it did not have a material impact on our consolidated financial statements. 4. Dispositions On January 30, 2019, we entered into a purchase and sale agreement with NGL Energy Partners LP to sell Gas Supply Resources, our wholesale propane business primarily consisting of seven natural gas liquids terminals in the Eastern United States within our Logistics and Marketing segment for a purchase price of $90 million. Net proceeds received were approximately $103 million due to customary purchase price adjustments and a loss of $9 million was recognized. The transaction closed effective March 1, 2019. 106 In addition to the sale of Gas Supply Resources, we divested several non-core assets in our Midcontinent and Permian regions. We received proceeds of $106 million and recognized a net loss on sale of assets and businesses of $71 million during 2019. 5. Revenue Recognition We disaggregate our revenue from contracts with customers by type of contract for each of our reportable segments, as we believe it best depicts the nature, timing and uncertainty of our revenue and cash flows. The following tables set forth our revenue by those categories: Sales of natural gas Sales of NGLs and condensate (a) Transportation, processing and other Trading and marketing gains, net (b) Total operating revenues Logistics and Marketing Gathering and Processing Eliminations Total Year Ended December 31, 2020 $ $ 1,786 3,569 51 124 5,530 $ $ (millions) 1,384 1,658 405 32 3,479 $ $ (1,263) (1,443) (1) — (2,707) $ $ 1,907 3,784 455 156 6,302 (a) Includes $1,786 million of revenues for the year ended December 31, 2020, from physical sales contracts and buy-sell exchange transactions in our Logistics and Marketing segment, which is net of $1,004 million of buy-sell purchases related to buy-sell revenues of $1,300 million which are not within the scope of Topic 606. (b) Not within the scope of Topic 606. Logistics and Marketing Gathering and Processing Eliminations Total Year Ended December 31, 2019 Sales of natural gas Sales of NGLs and condensate (a) Transportation, processing and other Trading and marketing (losses) gains, net (b) Total operating revenues $ $ 2,098 4,744 46 (32) 6,856 $ $ (millions) 1,734 2,171 395 19 4,319 $ $ (1,525) (2,023) (2) — (3,550) $ $ 2,307 4,892 439 (13) 7,625 (a) Includes $3,236 million for the year ended December 31, 2019 of revenues from physical sales contracts and buy-sell exchange transactions in our Logistics and Marketing segment, which are not within the scope of Topic 606. (b) Not within the scope of Topic 606. Logistics and Marketing Gathering and Processing Eliminations Total Year Ended December 31, 2018 Sales of natural gas Sales of NGLs and condensate (a) Transportation, processing and other Trading and marketing (losses) gains, net (b) Total operating revenues $ $ 2,325 6,692 57 (60) 9,014 $ $ (millions) 1,955 3,437 432 19 5,843 $ $ (1,752) (3,283) — — (5,035) $ $ 2,528 6,846 489 (41) 9,822 (a) Includes $4,347 million for the year ended December 31, 2018 of revenues from physical sales contracts and buy-sell exchange transactions in our Logistics and Marketing segment, which are not within the scope of Topic 606. (b) Not within the scope of Topic 606. The revenue expected to be recognized in the future related to performance obligations that are not satisfied is approximately $341 million as of December 31, 2020. Our remaining performance obligations primarily consist of minimum volume commitment fee arrangements and are expected to be recognized through 2028 with a weighted average remaining life of four years as of December 31, 2020. As a practical expedient permitted by Topic 606, this amount excludes variable 107 consideration as well as remaining performance obligations that have original expected durations of one year or less, as applicable. Our remaining performance obligations also exclude estimates of variable rate escalation clauses in our contracts with customers. 6. Contract Liabilities Our contract liabilities consist of deferred revenue received from reimbursable projects. The noncurrent portion of deferred revenue is included in other long-term liabilities on our consolidated balance sheets. The following table summarizes changes in contract liabilities included in our consolidated balance sheets: Balance, beginning of period Additions Revenue recognized (a) Balance, end of period December 31, 2020 2019 (millions) 33 $ 3 (1) 35 $ 34 1 (2) 33 $ $ (a) Deferred revenue recognized is included in transportation, processing and other on the consolidated statement of operations. The contract liabilities disclosed in the table above will be recognized as revenue as the obligations are satisfied over their average remaining contract life, which is 35 years as of December 31, 2020. 7. Agreements and Transactions with Affiliates DCP Midstream, LLC Services Agreement and Other General and Administrative Charges Under the Services and Employee Secondment Agreement (the “Services Agreement”), we are required to reimburse DCP Midstream, LLC for costs, expenses, and expenditures incurred or payments made on our behalf for general and administrative functions including, but not limited to, legal, accounting, compliance, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, benefit plan maintenance and administration, credit, payroll, internal audit, taxes and engineering, as well as salaries and benefits of seconded employees, insurance coverage and claims, capital expenditures, maintenance and repair costs and taxes. There is no limit on the reimbursements we make to DCP Midstream, LLC under the Services Agreement for costs, expenses and expenditures incurred or payments made on our behalf. The following table summarizes employee related costs that were charged by DCP Midstream, LLC to the Partnership that are included in the consolidated statements of operations: Employee related costs charged by DCP Midstream, LLC Operating and maintenance expense General and administrative expense Restructuring costs Phillips 66 and its Affiliates 108 2020 Year Ended December 31, 2019 (millions) 2018 $ $ $ 160 $ 165 $ 9 $ 197 $ 189 $ 11 $ 209 187 — We sell a portion of our residue gas and NGLs to and purchase NGLs from Phillips 66 and its respective affiliates. We anticipate continuing to sell commodities to and purchase commodities from Phillips 66 and its affiliates in the ordinary course of business. Enbridge and its Affiliates We purchase NGLs from Enbridge and its affiliates. We anticipate continuing to purchase commodities from Enbridge and its affiliates in the ordinary course of business. Unconsolidated Affiliates We have entered into 10 to 15-year transportation agreements, with Sand Hills Pipeline, LLC, or Sand Hills, Southern Hills Pipeline, LLC, or Southern Hills, Front Range Pipeline LLC, or Front Range, Texas Express Pipeline LLC, or Texas Express, Gulf Coast Express Pipeline, LLC, or Gulf Coast and Cheyenne Connector LLC, or Cheyenne Connector. Under the terms of these agreements, which expire between 2028 and 2030, we have committed to transport minimum throughput volumes at rates defined in each of the pipelines’ respective tariffs. We sell a portion of our residue gas and NGLs to, purchase natural gas and other NGL products from, provide gathering and transportation services to, and receive transportation services from unconsolidated affiliates. We anticipate continuing to purchase and sell commodities and receive and provide services to unconsolidated affiliates in the ordinary course of business. Under the terms of the Sand Hills LLC Agreement and the Southern Hills LLC Agreement, or the Sand Hills and Southern Hills LLC Agreements, Sand Hills and Southern Hills are required to reimburse us for any direct costs or expenses (other than general and administration services) which we incur on behalf of Sand Hills and Southern Hills. Additionally, Sand Hills and Southern Hills each pay us an annual service fee of $5 million, for centralized corporate functions provided by us as operator of Sand Hills and Southern Hills, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering. Except with respect to the annual service fee, there is no limit on the reimbursements Sand Hills and Southern Hills make to us under the Sand Hills and Southern Hills LLC Agreements for other expenses and expenditures which we incur on behalf of Sand Hills or Southern Hills. Summary of Transactions with Affiliates The following table summarizes our transactions with affiliates: Phillips 66 (including its affiliates): Sales of natural gas, NGLs and condensate to affiliates Purchases and related costs from affiliates Transportation and related costs from affiliates Operating and maintenance and general administrative expenses Enbridge (including its affiliates): Sales of natural gas, NGLs and condensate to affiliates Purchases and related costs from affiliates Transportation and related costs from affiliates Operating and maintenance and general administrative expenses Unconsolidated affiliates: Sales of natural gas, NGLs and condensate to affiliates Transportation, processing, and other to affiliates Purchases and related costs from affiliates Transportation and related costs from affiliates 109 2020 Year Ended December 31, 2019 (millions) 2018 1,037 $ 96 $ 113 $ 11 $ 2 $ 20 $ 1 $ 2 $ 49 $ 13 $ 50 $ 836 $ 1,140 $ 142 $ 67 $ 13 $ (2) $ 26 $ 1 $ 2 $ 38 $ 4 $ 70 $ 783 $ 1,534 102 36 13 11 34 1 — 65 6 113 610 $ $ $ $ $ $ $ $ $ $ $ $  We had balances with affiliates as follows: December 31, 2020 December 31, 2019 (millions) Phillips 66 (including its affiliates): Accounts receivable Accounts payable Other assets Enbridge (including its affiliates): Accounts payable Unconsolidated affiliates: Accounts receivable Accounts payable 8. Inventories Inventories were as follows: Natural gas NGLs Total inventories $ $ $ $ $ $ 217 $ 89 $ 1 $ 2 $ 21 $ 70 $ December 31, 2020 December 31, 2019 $ $ (millions) 18 $ 20 38 $ 117 20 — 2 21 78 19 27 46 We recognize lower of cost or net realizable value adjustments when the carrying value of our inventories exceeds their net realizable value. These non-cash charges are a component of purchases and related costs in the consolidated statements of operations. We recognized $6 million and $10 million of lower of cost or net realizable value adjustments for the years ended December 31, 2020 and 2019, respectively. No lower of cost or net realizable value adjustments were recognized for the year ended December 31, 2018. 9. Property, Plant and Equipment A summary of property, plant and equipment by classification is as follows: Gathering and transmission systems Processing, storage and terminal facilities Other Finance lease assets Construction work in progress Property, plant and equipment Accumulated depreciation Property, plant and equipment, net Depreciable Life 20 — 50 Years 35 — 60 Years 3 — 30 Years 3 — 6 Years December 31, 2020 December 31, 2019 (millions) 7,680 $ 4,986 585 25 144 13,420 (5,427) 7,993 $ 8,406 5,305 585 25 183 14,504 (5,693) 8,811 $ $ Capitalized interest on construction projects was $7 million, $13 million and $19 million for the years ended December 31, 2020, 2019, and 2018, respectively. Depreciation expense was $370 million, $396 million and $378 million for the years ended December 31, 2020, 2019, and 2018, respectively. Asset Retirement Obligations 110 We identified various assets as having an indeterminate life, for which there is no requirement to establish a fair value for future retirement obligations associated with such assets. These assets include certain pipelines, gathering systems and processing facilities. A liability for these asset retirement obligations will be recorded only if and when a future retirement obligation with a determinable life is identified. These assets have an indeterminate life because they are owned and will operate for an indeterminate future period when properly maintained. Additionally, if the portion of an owned plant containing asbestos were to be modified or dismantled, we would be legally required to remove the asbestos. We currently have no plans to take actions that would require the removal of the asbestos in these assets. Accordingly, the fair value of the asset retirement obligation related to this asbestos cannot be estimated and no obligation has been recorded. The following table summarizes changes in the asset retirement obligations included in our balance sheets: Balance, beginning of period Accretion expense Change in ARO estimate Dispositions Balance, end of period December 31, 2020 (a) 2019 (a) (millions) 141 $ 9 — — 150 $ 140 9 1 (9) 141 $ $ (a) Asset retirement obligations are included in other long-term liabilities in the consolidated balance sheets. Accretion expense is recorded within operating and maintenance expense in our consolidated statement of operations. Accretion expense for the year ended December 31, 2018 was $8 million. 10. Goodwill and Intangible Assets During the first quarter of 2020, certain areas of our business, as well as those of other midstream companies in our peer group, suffered a significant decline in market value, primarily as result of significantly depressed commodity prices and demand for oil and gas products. This was the result of both a reduction in estimated enterprise value and an increase to our estimated discount rate. We performed an analysis to determine the estimated fair value of the North reporting unit as of March 31, 2020 and concluded that its carrying value exceeded its fair value by more than the recorded amount of goodwill within the reporting unit, resulting in an impairment charge of $159 million. The significant decline in commodity prices and demand for oil and gas products have decreased forecasted cash flows such that, while in excess of asset book value on an undiscounted basis, they were not sufficient to recover the value of allocated goodwill in the North reporting unit. We primarily used a discounted cash flow analysis, supplemented by a market approach analysis, to perform our goodwill assessment. Key assumptions in the analysis include the use of an appropriate discount rate, terminal year multiples, and estimated future cash flows, including an estimate of operating and general and administrative costs. In estimating cash flows, we incorporate current market information (including forecasted volumes and commodity prices), as well as historical and other factors. The carrying amount of goodwill in each of our reportable segments was as follows: As of December 31, 2020 As of December 31, 2019 Gathering and Processing Logistics and Marketing Total Gathering and Processing Logistics and Marketing Total Balance, beginning of period Impairment Dispositions Balance, end of period $ $ 159 $ (159) — — $ — $ — — — $ (millions) 159 $ (159) — — $ 159 $ — — 159 $ 72 $ (35) (37) — $ 231 (35) (37) 159 111 Intangible assets consist of customer contracts, including commodity purchase, transportation and processing contracts and related relationships. The gross carrying amount and accumulated amortization of these intangible assets are included in the accompanying consolidated balance sheets as intangible assets, net, and are as follows: December 31, 2020 December 31, 2019 Gross carrying amount Accumulated amortization Intangible assets, net $ $ $ (millions) 111 (67) 44 $ 145 (84) 61 We recorded amortization expense of $6 million, $8 million, and $9 million for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, the remaining amortization periods ranged from approximately 1 years to 14 years, with a weighted-average remaining period of approximately 11 years. Estimated future amortization for these intangible assets is as follows: Estimated Future Amortization (millions) 2021 2022 2023 2024 2025 Thereafter Total 11. Investments in Unconsolidated Affiliates The following table summarizes our investments in unconsolidated affiliates: DCP Sand Hills Pipeline, LLC DCP Southern Hills Pipeline, LLC Gulf Coast Express LLC Front Range Pipeline LLC Texas Express Pipeline LLC Discovery Producer Services LLC Mont Belvieu 1 Fractionator Mont Belvieu Enterprise Fractionator Cheyenne Connector, LLC Panola Pipeline Company, LLC Other Total investments in unconsolidated affiliates 112 $ $ 5 5 4 4 4 22 44 Percentage Ownership December 31, 2020 December 31, 2019 Carrying Value as of 66.67% 66.67% 25.00% 33.33% 10.00% 40.00% 20.00% 12.50% 50.00% 15.00% Various $ $ (millions) 1,723 $ 734 436 198 97 244 7 26 152 21 3 3,641 $ 1,764 738 449 206 101 322 9 27 83 22 3 3,724 The following table represents the excess (deficit) of the carrying amount of the investment over (under) the underlying equity of our investments in unconsolidated affiliates as of December 31, 2020 and 2019: DCP Sand Hills Pipeline, LLC DCP Southern Hills Pipeline, LLC Gulf Coast Express Pipeline LLC Front Range Pipeline LLC Texas Express Pipeline LLC Discovery Producer Services LLC Cheyenne Connector, LLC Excess (Deficit) of Carrying Value over (under) Underlying Equity in Unconsolidated Affiliates December 31, 2020 December 31, 2019 $ $ $ $ $ $ $ (millions) 605 $ 135 $ 1 $ 4 $ 2 $ (8) $ 4 $ 619 139 1 4 3 (13) — Carrying amounts in excess or deficit of the underlying equity of our unconsolidated affiliates are amortized over the life of the underlying long-lived assets of the affiliate. Earnings from investments in unconsolidated affiliates were as follows: DCP Sand Hills Pipeline, LLC DCP Southern Hills Pipeline, LLC Gulf Coast Express LLC Front Range Pipeline LLC Texas Express Pipeline LLC Discovery Producer Services LLC (a) Mont Belvieu 1 Fractionator Mont Belvieu Enterprise Fractionator Cheyenne Connector, LLC Other Total earnings from unconsolidated affiliates (a) See Note 12 for further discussion. 2020 Year Ended December 31, 2019 (millions) 2018 $ $ 279 $ 78 66 38 18 (63) 12 11 6 2 447 $ 287 $ 77 27 32 16 6 13 14 — 2 474 $ 223 68 — 24 19 8 16 10 — 2 370 The following tables summarize the combined financial information of our investments in unconsolidated affiliates: Statements of operations: Operating revenue Operating expenses Net income 2020 Year Ended December 31, 2019 (millions) 2018 $ $ $ 2,049 $ 746 $ 1,297 $ 1,798 $ 695 $ 1,103 $ 1,560 613 945 113 Balance sheets: Current assets Long-term assets Current liabilities Long-term liabilities Net assets 12. Fair Value Measurement Determination of Fair Value December 31, 2020 December 31, 2019 (millions) $ $ 355 $ 7,510 (177) (258) 7,430 $ 463 7,546 (231) (252) 7,526 Below is a general description of our valuation methodologies for derivative financial assets and liabilities which are measured at fair value. Fair values are generally based upon quoted market prices or prices obtained through external sources, where available. If listed market prices or quotes are not available, we determine fair value based upon a market quote, adjusted by other market-based or independently sourced market data such as historical commodity volatilities, crude oil future yield curves, and/or counterparty specific considerations. These adjustments result in a fair value for each asset or liability under an “exit price” methodology, in line with how we believe a marketplace participant would value that asset or liability. Fair values are adjusted to reflect the credit risk inherent in the transaction as well as the potential impact of liquidating open positions in an orderly manner over a reasonable time period under current conditions. These adjustments may include amounts to reflect counterparty credit quality, the effect of our own creditworthiness, and/or the liquidity of the market. • • • 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. We manage our derivative instruments on a portfolio basis and the valuation adjustments described above are calculated on this basis. We believe that the portfolio level approach represents the highest and best use for these assets as there are benefits inherent in naturally offsetting positions within the portfolio at any given time, and this approach is consistent with how a market participant would view and value the assets and liabilities. Although we take a portfolio approach to managing these assets and liabilities, in order to reflect the fair value of any one individual contract within the portfolio, we allocate all valuation adjustments down to the contract level, to the extent deemed necessary, based upon either the notional contract volume, or the contract value, whichever is more applicable. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While we believe that our valuation methods are appropriate and consistent with other market participants, we recognize that the use of different methodologies or assumptions to determine the fair value of certain financial 114 instruments could result in a different estimate of fair value at the reporting date. We review our fair value policies on a regular basis taking into consideration changes in the marketplace and, if necessary, will adjust our policies accordingly. See Note 15 - Risk Management and Hedging Activities. Valuation Hierarchy Our fair value measurements are grouped into a three-level valuation hierarchy and are categorized in their entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows. • • • 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. A financial instrument’s categorization within the hierarchy is based upon the level of judgment involved in the most significant input in the determination of the instrument’s fair value. Following is a description of the valuation methodologies used as well as the general classification of such instruments pursuant to the hierarchy. Commodity Derivative Assets and Liabilities We enter into a variety of derivative financial instruments, which may include exchange traded instruments (such as New York Mercantile Exchange, or NYMEX, crude oil or natural gas futures) or over-the-counter, or OTC, instruments (such as natural gas contracts, crude oil or NGL swaps). The exchange traded instruments are generally executed with a highly rated broker dealer serving as the clearinghouse for individual transactions. Our activities expose us to varying degrees of commodity price risk. To mitigate a portion of this risk and to manage commodity price risk related primarily to owned natural gas storage and pipeline assets, we engage in natural gas asset based trading and marketing, and we may enter into natural gas and crude oil derivatives to lock in a specific margin when market conditions are favorable. A portion of this may be accomplished through the use of exchange traded derivative contracts. Such instruments are generally classified as Level 1 since the value is equal to the quoted market price of the exchange traded instrument as of our balance sheet date, and no adjustments are required. Depending upon market conditions and our strategy we may enter into exchange traded derivative positions with a significant time horizon to maturity. Although such instruments are exchange traded, market prices may only be readily observable for a portion of the duration of the instrument. In order to calculate the fair value of these instruments, readily observable market information is utilized to the extent it is available; however, in the event that readily observable market data is not available, we may interpolate or extrapolate based upon observable data. In instances where we utilize an interpolated or extrapolated value, and it is considered significant to the valuation of the contract as a whole, we would classify the instrument within Level 3. We also engage in the business of trading energy related products and services, which exposes us to market variables and commodity price risk. We may enter into physical contracts or financial instruments with the objective of realizing a positive margin from the purchase and sale of these commodity- based instruments. We may enter into derivative instruments for NGLs or other energy related products, primarily using the OTC derivative instrument markets, which are not as active and liquid as exchange traded instruments. Market quotes for such contracts may only be available for short dated positions (up to six months), and an active market itself may not exist beyond such time horizon. Contracts entered into with a relatively short time horizon for which prices are readily observable in the OTC market are generally classified within Level 2. Contracts with a longer time horizon, for which we internally generate a forward curve to value such instruments, are generally classified within Level 3. The internally generated curve may utilize a variety of assumptions including, but not limited to, data obtained from third-party pricing services, historical and future expected relationship of NGL prices to crude oil prices, the knowledge of expected supply sources coming online, expected weather trends within certain regions of the United States, and the future expected demand for NGLs. Each instrument is assigned to a level within the hierarchy at the end of each financial quarter depending upon the extent to which the valuation inputs are observable. Generally, an instrument will move toward a level within the hierarchy that requires a lower degree of judgment as the time to maturity approaches, and as the markets in which the asset trades will likely 115 become more liquid and prices more readily available in the market, thus reducing the need to rely upon our internally developed assumptions. However, the level of a given instrument may change, in either direction, depending upon market conditions and the availability of market observable data. Nonfinancial Assets and Liabilities We utilize fair value to perform impairment tests as required on our property, plant and equipment, goodwill, equity investments in unconsolidated affiliates, and intangible assets. The inputs used to determine such fair value are primarily based upon internally developed cash flow models and would generally be classified within Level 3 in the event that we were required to measure and record such assets at fair value within our consolidated financial statements. Additionally, we use fair value to determine the inception value of our asset retirement obligations. The inputs used to determine such fair value are primarily based upon costs incurred historically for similar work, as well as estimates from independent third parties for costs that would be incurred to restore leased property to the contractually stipulated condition, and would generally be classified within Level 3. During the first quarter of 2020, we determined that triggering events had occurred with respect to specific asset groups as a result of the impact of commodity prices on the respective recently prepared budget forecasts, coupled with a negative outlook for long-term production volume forecasts for these asset groups. For each of the respective asset groups we determined that the carrying value exceeded the respective undiscounted cash flows. We used the income approach to calculate the fair value of the asset group and compared it to the carrying value. The primary inputs to our calculation were forecasted gathering and processing volumes, future commodity pricing and the discount rate. The impairment amount recorded represented the difference between the fair and carrying values. As a result, we recognized a $587 million impairment loss associated with certain asset groups in the Permian and South regions of our Gathering and Processing segment and an impairment of $61 million of our equity investment in Discovery Producer Services LLC (“Discovery”). We may identify additional triggering events requiring future evaluations of the recoverability of the carrying value of our long-lived assets and investments that could result in future impairments. Such impairments could have a significant effect on our results of operations, which would be recognized in the period in which the carrying value is determined to be not fully recoverable. The following table presents certain assets and asset groups measured at fair value on a non-recurring basis, by consolidated balance sheet caption as of the date of measurement, March 31, 2020. Long-lived assets (a) Goodwill Direct investment in unconsolidated affiliate Total (a) Includes $11 million related to customer contract intangible assets. March 31, 2020 Fair Value Asset Impairments (millions) 96 $ — 256 352 $ 587 159 61 807 $ $ The following table summarizes the significant unobservable inputs used in the valuation of certain assets and asset groups measured at fair value on a non-recurring basis as of date of measurement, March 31, 2020. 116 Asset Groups Long-lived assets, investment in unconsolidated affiliate, goodwill Valuation Techniques Discounted cash flow Unobservable Inputs Range (low-high) (a) Average (b) March 31, 2020 Oil prices Natural gas prices NGL prices Discount rate Terminal value multiple $34.52 - $67.61 $ $2.28 - $4.12 $ $0.30 - $0.62 $ 14% 8x 5.2x - 16.5x 55.98 3.35 0.52 Per barrel Per MMBtu Per gallon 14% 8x 8x Goodwill Market comparable companies EBITDA multiple (a) Commodity prices represent an average per year. (b) Represents the arithmetic average of the inputs and is not weighted by the relative fair value or volumetric amount. The following table presents the financial instruments carried at fair value on a recurring basis as of December 31, 2020 and December 31, 2019, by consolidated balance sheet caption and by valuation hierarchy, as described above: Current assets: Commodity derivatives Long-term assets: Commodity derivatives Investments in marketable securities (a) Current liabilities: Commodity derivatives Long-term liabilities: Commodity derivatives December 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Carrying Value Level 1 Level 2 Level 3 Total Carrying Value (millions) $ $ $ $ 21 $ 42 $ — $ 63 $ 13 $ 15 $ 4 $ 1 $ 22 $ 13 $ 1 $ 2 $ — $ 16 $ 1 $ 23 $ — $ 1 $ — $ — $ — $ (19) $ (34) $ (3) $ (56) $ (15) $ (42) $ (1) $ $ — $ (6) $ (1) $ (7) $ (2) $ (15) $ (3) $ 32 2 — (58) (20) (a) $4 million recorded within "other" current asset and $19 million recorded within "Other long term assets". Changes in Levels 1 and 2 Fair Value Measurements The determination to classify a financial instrument within Level 1 or Level 2 is based upon the availability of quoted prices for identical or similar assets and liabilities in active markets. Depending upon the information readily observable in the market, and/or the use of identical or similar quoted prices, which are significant to the overall valuation, the classification of any individual financial instrument may differ from one measurement date to the next. To qualify as a transfer, the asset or liability must have existed in the previous reporting period and moved into a different level during the current period. In the event that there is a movement between the classification of an instrument as Level 1 or 2, the transfer would be reflected in a table as “Transfers into or out of Level 1 and Level 2”. During the years ended December 31, 2020 and 2019, there were no transfers between Level 1 and Level 2 of the fair value hierarchy. Changes in Level 3 Fair Value Measurements The tables below illustrate a rollforward of the amounts included in our consolidated balance sheets for derivative financial instruments that we have classified within Level 3. Since financial instruments classified as Level 3 typically include a combination of observable components (that is, components that are actively quoted and can be validated to external sources) and unobservable components, the gains and losses in the table below may include changes in fair value due in part to 117 observable market factors, or changes to our assumptions on the unobservable components. Depending upon the information readily observable in the market, and/or the use of unobservable inputs, which are significant to the overall valuation, the classification of any individual financial instrument may differ from one measurement date to the next. The significant unobservable inputs used in determining fair value include adjustments by other market- based or independently sourced market data such as historical commodity volatilities, crude oil future yield curves, and/or counterparty specific considerations. In the event that there is a movement to/from the classification of an instrument as Level 3, we would reflect such items in the table below within the “Transfers into/out of Level 3” captions. We manage our overall risk at the portfolio level and in the execution of our strategy, we may use a combination of financial instruments, which may be classified within any level. Since Level 1 and Level 2 risk management instruments are not included in the rollforward below, the gains or losses in the table do not reflect the effect of our total risk management activities. Commodity Derivative Instruments Current Assets Long-Term Assets Current Liabilities Long-Term Liabilities Year months ended December 31, 2020 (a): Beginning balance Net unrealized (losses) gains included in earnings Transfers out of Level 3 Settlements Ending balance Net unrealized gains (losses) on derivatives still held included in earnings Year months ended December 31, 2019 (a): Beginning balance Net unrealized gains (losses) included in earnings Transfers out of Level 3 Settlements Ending balance Net unrealized gains (losses) on derivatives still held included in earnings $ $ $ $ $ $ 4 $ (1) — (3) — $ — $ 14 $ 9 (1) (18) 4 $ 3 $ (millions) — $ 5 (3) — 2 $ 2 $ 2 $ (2) — — — $ — $ (1) $ 5 — (7) (3) $ (3) $ — $ (1) — — (1) $ (1) $ (3) 2 — — (1) (1) (2) (2) 1 — (3) (2) (a) There were no purchases, issuances or sales of derivatives or transfers into Level 3 for the years December 31, 2020 and 2019. Quantitative Information and Fair Value Sensitivities Related to Level 3 Unobservable Inputs We utilize the market approach to measure the fair value of our commodity contracts. The significant unobservable inputs used in this approach to fair value are longer dated price quotes. Our sensitivity to these longer dated forward curve prices are presented in the table below. Significant changes in any of those inputs in isolation would result in significantly different fair value measurements, depending on our short or long position in contracts. Product Group Assets Natural gas Liabilities NGLs Fair Value (millions) $ $ 2 (4) Valuation Techniques Unobservable Input Forward Curve Range Weighted Average (a) December 31, 2020 Market approach Longer dated forward curve prices Market approach Longer dated forward curve prices $1.84-$2.68 $1.93 Per MMBtu $0.22-$1.08 $0.64 Per gallon 118 (a) Unobservable inputs were weighted by the instrument's notional amounts. Estimated Fair Value of Financial Instruments Valuation of a contract’s fair value is validated by an internal group independent of the marketing group. While common industry practices are used to develop valuation techniques, changes in pricing methodologies or the underlying assumptions could result in significantly different fair values and income recognition. When available, quoted market prices or prices obtained through external sources are used to determine a contract’s fair value. For contracts with a delivery location or duration for which quoted market prices are not available, fair value is determined based on pricing models developed primarily from historical and expected relationships with quoted market prices. The fair value of our interest rate swaps, if any, and commodity non-trading derivatives is based on prices supported by quoted market prices and other external sources and prices based on models and other valuation methods. The “prices supported by quoted market prices and other external sources” category includes our interest rate swaps, if any, our NGL and crude oil swaps and our NYMEX positions in natural gas. In addition, this category includes our forward positions in natural gas for which our forward price curves are obtained from a third party pricing service and then validated through an internal process which includes the use of independent broker quotes. This category also includes our forward positions in NGLs at points for which OTC broker quotes for similar assets or liabilities are available for the full term of the instrument. This category also includes “strip” transactions whose pricing inputs are directly or indirectly observable from external sources and then modeled to daily or monthly prices as appropriate. The “prices based on models and other valuation methods” category includes the value of transactions for which inputs to the fair value of the instrument are unobservable in the marketplace and are considered significant to the overall fair value of the instrument. The fair value of these instruments may be based upon an internally developed price curve, which was constructed as a result of the long dated nature of the transaction or the illiquidity of the specific market point. We have determined fair value amounts using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and/or estimation methods may have a material effect on the estimated fair value amounts. The fair value of accounts receivable and accounts payable are not materially different from their carrying amounts because of the short-term nature of these instruments or the stated rates approximating market rates. Derivative instruments are carried at fair value. We determine the fair value of our fixed-rate senior notes and junior subordinated notes based on quotes obtained from bond dealers. The carrying value of borrowings under the Credit Agreement and the Securitization Facility approximate fair value as their interest rates are based on prevailing market interest rates. We classify the fair values of our outstanding debt balances within Level 2 of the valuation hierarchy. As of December 31, 2020 and December 31, 2019, the carrying value and fair value of our total debt, including current maturities, were as follows: Total debt (a) Excludes unamortized issuance costs and finance lease liabilities. 13. Leases December 31, 2020 December 31, 2019 Carrying Value (a) Fair Value Carrying Value (a) Fair Value (millions) $ 5,635 $ 5,938 $ 5,936 $ 6,130 We have operating leases for transportation agreements, office space, and field equipment. We have finance leases for field equipment and vehicles. Our leases have remaining lease terms ranging from less than one year to 20, some of which may include options to extend leases up to 20 years, and some of which may include options to terminate the leases in less than one year. Extension options on certain compressors and field equipment were included in the lease terms used to calculate our operating lease assets and liabilities as it is reasonably certain that we exercise those options. Operating and finance leases are included on our consolidated balance sheet as follows: 119 Assets Operating lease assets Finance lease assets Total right of use assets Liabilities Current liabilities Operating lease liabilities Finance lease liabilities Noncurrent liabilities Operating lease liabilities Finance lease liabilities Total lease liabilities Location in Consolidated Balance Sheet December 31, 2020 December 31, 2019 As of Operating lease assets Property, plant and equipment Other current liabilities Current debt Operating lease liabilities Long-term debt $ $ $ $ $ (millions) 85 $ 25 110 $ 24 $ 5 76 $ 22 127 $ 107 25 132 24 3 88 22 137 Variable lease costs primarily consist of common area maintenance on our office spaces and variable transportation costs. The components of lease expense are as follows: Operating lease cost Finance lease cost Amortization of right of use assets Interest on lease liabilities Variable lease cost Short term lease cost Total lease cost Location in Consolidated Statement of Operations 2020 2019 Year Ended December 31, Operating and maintenance expense $ Depreciation and amortization expense Interest expense Operating and maintenance expense Operating and maintenance expense $ (millions) 27 $ 2 1 6 4 40 $ 24 1 — 7 5 37 Maturities of operating and finance lease liabilities under non-cancelable leases as of December 31, 2020 are as follows: 120 2021 2022 2023 2024 2025 Thereafter Total lease payments Less imputed interest Total lease liabilities Supplemental cash flow information related to leases is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases Operating cash flows from finance leases Financing cash flows from finance leases Right-of-use assets obtained in exchange for operating lease obligations: Right-of-use assets obtained in exchange for finance lease obligations: Other information related to operating leases as follows: Weighted average remaining lease term Weighted average discount rate Other information related to finance leases as follows: Weighted average remaining lease term Weighted average discount rate 121 $ $ $ $ $ $ Future Minimum Lease Payments as of December 31, 2020 Operating Leases Finance Leases (millions) 28 $ 24 19 12 8 24 115 $ (15) 100 $ Year Ended December 31, 2020 2019 (millions) 27 4 1 13 5 $ $ $ 6 years 4.00 % 5 years 3.00 % 5 5 5 6 2 10 33 (6) 27 25 1 — 57 25 7 years 4.00 % 6 years 3.00 % 14. Debt Senior notes: Issued March 2010, interest at 5.350% payable semi-annually, due March 2020 (a) Issued September 2011, interest at 4.750% payable semi-annually, due September 2021 Issued March 2012, interest at 4.950% payable semi-annually, due April 2022 Issued March 2013, interest at 3.875% payable semi-annually, due March 2023 Issued July 2018 and January 2019, interest at 5.375% payable semi-annually, due July 2025 Issued June 2020, interest at 5.625% payable semi-annually, due July 2027 Issued May 2019, interest at 5.125% payable semi-annually, due May 2029 Issued August 2000, interest at 8.125% payable semi-annually, due August 2030 (a) Issued October 2006, interest at 6.450% payable semi-annually, due November 2036 Issued September 2007, interest at 6.750% payable semi-annually, due September 2037 Issued March 2014, interest at 5.600% payable semi-annually, due April 2044 Junior subordinated notes: Issued May 2013, interest at 5.850% payable semi-annually, due May 2043 Credit agreement: Revolving credit facility, variable interest rate, due December 2024 Accounts receivable securitization facility: Accounts receivable securitization facility, interest at 1.040% as of December 31, 2020, due August 2022 Fair value adjustments related to interest rate swap fair value hedges (a) Unamortized issuance costs Unamortized discount, net Finance lease liabilities Total debt Current finance lease liabilities Current debt Total long-term debt December 31, 2020 December 31, 2019 (millions) $ $ — $ 500 350 500 825 500 600 300 300 450 400 550 — 350 17 (38) (7) 27 5,624 5 500 5,119 $ 600 500 350 500 825 — 600 300 300 450 400 550 200 350 19 (37) (8) 25 5,924 3 600 5,321 (a) The swaps associated with this debt were previously terminated. The remaining long-term fair value related to the swaps is being amortized as a reduction to interest expense through 2030, the original maturity date of the debt. Senior Notes Issuance On June 24, 2020, we issued $500 million aggregate principal amount of 5.625% Senior Notes due July 2027, unless redeemed prior to maturity. We received proceeds of $494 million, net of underwriters' fees and related expenses, which we used for general partnership purposes, including the repayment of indebtedness under our Credit Agreement and the funding of capital expenditures. Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2021. Senior Notes and Junior Subordinated Notes Our senior notes and junior subordinated notes, collectively referred to as our debt securities, mature and become payable on their respective due dates, and are not subject to any sinking fund or mandatory redemption provisions. The senior notes are senior unsecured obligations that are guaranteed by the Partnership and rank equally in a right of payment with our other senior unsecured indebtedness, including indebtedness under our Credit Agreement, and the junior subordinated notes are unsecured and rank subordinate in right of payment to all of our existing and future senior indebtedness. The debt securities include an optional redemption whereby we may elect to redeem the notes, in whole or in part from time-to-time for a premium. 122 Additionally, we may defer the payment of all or part of the interest on the junior subordinated notes for one or more periods up to 5 consecutive years. The underwriters’ fees and related expenses are recorded in our consolidated balance sheets within the carrying amount of long-term debt and will be amortized over the term of the notes. Credit Agreement We are a party to a $1.4 billion unsecured revolving Credit Agreement, which matures on December 9, 2024. The Credit Agreement also grants us the option to increase the revolving loan commitment by an aggregate principal amount of up to $500 million, subject to requisite lender approval. The Credit Agreement may be extended for up to two additional one-year periods subject to requisite lender approval. Loans under the Credit Agreement may be used for working capital and other general partnership purposes including acquisitions. The Credit Agreement allows for unrestricted cash and cash equivalents to be netted against consolidated indebtedness for purposes of calculating the Partnership’s Consolidated Leverage Ratio (as defined in the Credit Agreement). Additionally, under the Credit Agreement, the Consolidated Leverage Ratio of the Partnership as of the end of any fiscal quarter shall not exceed 5.00 to 1.0; provided that, if there is a Qualified Acquisition (as defined in the Credit Agreement), the maximum Consolidated Leverage Ratio shall not exceed 5.50 to 1.0 at the end of the three consecutive fiscal quarters, including the fiscal quarter in which the Qualified Acquisition occurs. Our cost of borrowing under the Credit Agreement is determined by a ratings-based pricing grid. Indebtedness under the Credit Agreement bears interest at either: (1) LIBOR, plus an applicable margin of 1.35% based on our current credit rating; or (2) (a) the base rate which shall be the higher of the prime rate, the Federal Funds rate plus 0.50% or the LIBOR Market Index rate plus 1.00%, plus (b) an applicable margin of 0.35% based on our current credit rating. The Credit Agreement incurs an annual facility fee of 0.275% based on our current credit rating. This fee is paid on drawn and undrawn portions of the $1.4 billion revolving credit facility. As of December 31, 2020, we had unused borrowing capacity of $1,390 million, net of $10 million of letters of credit, under the Credit Agreement. Our borrowing capacity may be limited by financial covenants set forth in the Credit Agreement. The financial covenants set forth in the Credit Agreement limit the Partnership's ability to incur incremental debt by the unused borrowing capacity of $1,390 million as of December 31, 2020. Except in the case of a default, amounts borrowed under our Credit Agreement will not become due prior to the December 9, 2024 maturity date. Accounts Receivable Securitization Facility The Securitization Facility provides up to $350 million of borrowing capacity through August 2022 at LIBOR market index rates plus a margin. Under this Securitization Facility, certain of the Partnership’s wholly owned subsidiaries sell or contribute receivables to another of the Partnership’s consolidated subsidiaries, DCP Receivables LLC (“DCP Receivables”), a bankruptcy-remote special purpose entity created for the sole purpose of the Securitization Facility. DCP Receivables’ sole activity consists of purchasing receivables from the Partnership’s wholly owned subsidiaries that participate in the Securitization Facility and providing these receivables as collateral for DCP Receivables’ borrowings under the Securitization Facility. DCP Receivables is a separate legal entity and the accounts receivable of DCP Receivables, up to the amount of the outstanding debt under the Securitization Facility, are not available to satisfy the claims of creditors of the Partnership, its subsidiaries selling receivables under the Securitization Facility, or their affiliates. Any excess receivables are eligible to satisfy the claims of creditors of the Partnership, its subsidiaries selling receivables under the Securitization Facility, or their affiliates. The amount available for borrowing may be limited by the availability of eligible receivables and other customary factors and conditions, as well as the covenants set forth in the Securitization Facility. As of December 31, 2020, DCP Receivables had $667 million of our accounts receivable securing borrowings of $350 million under the Securitization Facility. 123 The maturities of our debt as of December 31, 2020 are as follows: 2021 2022 2023 2024 2025 Thereafter Total debt Debt Maturities (millions) 500 700 500 — 825 3,100 5,625 $ $ 15. Risk Management and Hedging Activities Our operations expose us to a variety of risks including but not limited to changes in the prices of commodities that we buy or sell, changes in interest rates, and the creditworthiness of each of our counterparties. We manage certain of these exposures with either physical or financial transactions. We have established a comprehensive risk management policy and a risk management committee (the “Risk Management Committee”), to monitor and manage market risks associated with commodity prices and counterparty credit. The Risk Management Committee is composed of senior executives who receive regular briefings on positions and exposures, credit exposures and overall risk management in the context of market activities. The Risk Management Committee is responsible for the overall management of credit risk and commodity price risk, including monitoring exposure limits. Commodity Price Risk Our portfolio of commodity derivative activity is primarily accounted for using the mark-to-market method of accounting; however, depending upon our risk profile and objectives, in certain limited cases, we may execute transactions that qualify for the hedge method of accounting. The risks, strategies and instruments used to mitigate such risks, as well as the method of accounting are discussed and summarized below. Natural Gas Asset Based Trading and Marketing Our natural gas storage and pipeline assets are exposed to certain risks including changes in commodity prices. We manage commodity price risk related to our natural gas storage and pipeline assets through our commodity derivative program. The commercial activities related to our natural gas storage and pipeline assets primarily consist of the purchase and sale of gas and associated time spreads and basis spreads. A time spread transaction is executed by establishing a long gas position at one point in time and establishing an equal short gas position at a different point in time. Time spread transactions allow us to lock in a margin supported by the injection, withdrawal, and storage capacity of our natural gas storage assets. We may execute basis spread transactions to mitigate the risk of sale and purchase price differentials across our system. A basis spread transaction allows us to lock in a margin on our physical purchases and sales of gas, including injections and withdrawals from storage. We typically use swaps to execute these transactions, which are not designated as hedging instruments and are recorded at fair value with changes in fair value recorded in the current period consolidated statements of operations. While gas held in our storage locations is recorded at the lower of average cost or market, the derivative instruments that are used to manage our storage facilities are recorded at fair value and any changes in fair value are currently recorded in our consolidated statements of operations. Even though we may have economically hedged our exposure and locked in a future margin, the use of lower-of-cost-or-market accounting for our physical inventory and the use of mark-to-market accounting for our derivative instruments may subject our earnings to market volatility. 124 Commodity Cash Flow Hedges In order for our natural gas storage facility to remain operational, a minimum level of base gas must be maintained in each storage cavern, which is capitalized on our consolidated balance sheets as a component of property, plant and equipment, net. During construction or expansion of our storage caverns, we may execute a series of derivative financial instruments to mitigate a portion of the risk associated with the forecasted purchase of natural gas when we bring the storage caverns into operation. These derivative financial instruments may be designated as cash flow hedges. While the cash paid upon settlement of these hedges economically fixes the cash required to purchase base gas, the deferred losses or gains would remain in accumulated other comprehensive income (AOCI), until the cavern is emptied and the base gas is sold. The balance in AOCI of our previously settled base gas cash flow hedges was in a loss position of $6 million as of December 31, 2020. Commodity Cash Flow Protection Activities We are exposed to the impact of market fluctuations in the prices of natural gas, NGLs and condensate as a result of our gathering, processing, sales and storage activities. For gathering, processing and storage services, we may receive cash or commodities as payment for these services, depending on the contract type. We may enter into derivative financial instruments to mitigate a portion of the risk of weakening natural gas, NGL and condensate prices associated with our gathering, processing and sales activities, thereby stabilizing our cash flows. As of December 31, 2020 our derivative financial instruments used to mitigate a portion of the risk of weakening natural gas, NGL and condensate prices extend through the end of 2022. The commodity derivative instruments used for our hedging programs are a combination of direct NGL product, crude oil and natural gas hedges. Crude oil and NGL transactions are primarily accomplished through the use of forward contracts that effectively exchange floating price risk for a fixed price. The type of instrument used to mitigate a portion of the risk may vary depending on our risk management objectives. These transactions are not designated as hedging instruments for accounting purposes and the change in fair value is reflected in the current period within our consolidated statements of operations as trading and marketing gains and (losses), net. NGL Proprietary Trading Our NGL proprietary trading activity includes trading energy related products and services. We undertake these activities through the use of fixed forward sales and purchases, basis and spread trades, storage opportunities, put/call options, term contracts and spot market trading. These energy trading operations are exposed to market variables and commodity price risk with respect to these products and services, and these operations may enter into physical contracts and financial instruments with the objective of realizing a positive margin from the purchase and sale of commodity-based instruments. These physical and financial instruments are not designated as hedging instruments and are recorded at fair value with changes in fair value recorded in the current period consolidated statements of operations. We employ established risk limits, policies and procedures to manage risks associated with our natural gas asset based trading and marketing and NGL proprietary trading. Credit Risk Our principal customers range from large, natural gas marketers to industrial end-users for our natural gas products and services, as well as large multi- national petrochemical and refining companies, to small regional propane distributors for our NGL products and services. Substantially all of our natural gas and NGL sales are made at market-based prices. This concentration of credit risk may affect our overall credit risk, in that these customers may be similarly affected by changes in economic, regulatory or other factors. Where exposed to credit risk, we analyze the counterparties’ financial condition prior to entering into an agreement, establish credit limits and monitor the appropriateness of these limits on an ongoing basis. We may use various master agreements that include language giving us the right to request collateral to mitigate credit exposure. The collateral language provides for a counterparty to post cash or letters of credit for exposure in excess of the established threshold. The threshold amount represents an open credit limit, determined in accordance with our credit policy. The collateral language also provides that the inability to post collateral is sufficient cause to terminate a contract and liquidate all positions. In addition, our master agreements and our standard gas and NGL sales contracts contain adequate assurance provisions, which allow us to suspend deliveries and cancel agreements, or continue deliveries to the buyer after the buyer provides acceptable security for payment. 125 Contingent Credit Features Each of the above risks is managed through the execution of individual contracts with a variety of counterparties. Certain of our derivative contracts may contain credit-risk related contingent provisions that may require us to take certain actions in certain circumstances. We have International Swaps and Derivatives Association, or ISDA, contracts which are standardized master legal arrangements that establish key terms and conditions which govern certain derivative transactions. These ISDA contracts contain standard credit-risk related contingent provisions. Some of the provisions we are subject to are outlined below. • If we were to have an effective event of default under our Credit Agreement that occurs and is continuing, our ISDA counterparties may have the right to request early termination and net settlement of any outstanding derivative liability positions. • 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. • Additionally, in some cases, our ISDA contracts contain cross-default provisions that could constitute a credit-risk related contingent feature. These provisions apply if we default in making timely payments under other credit arrangements and the amount of the default is above certain predefined thresholds, which are significantly high and are generally consistent with the terms of our Credit Agreement. As of December 31, 2020, we were not a party to any agreements that would trigger the cross-default provisions. Our commodity derivative contracts that are not governed by ISDA contracts do not have any credit-risk related contingent features. Depending upon the movement of commodity prices and interest rates, each of our individual contracts with counterparties to our commodity derivative instruments or interest rate swap instruments are in either a net asset or net liability position. As of December 31, 2020, we did not have any individual commodity derivative contracts that contain credit-risk related contingent features that were in a net liability position. If we were required to net settle our position with an individual counterparty, due to a credit-risk related event, our ISDA contracts may permit us to net all outstanding contracts with that counterparty, whether in a net asset or net liability position, as well as any cash collateral already posted. Collateral As of December 31, 2020, we had cash deposits of $14 million, included in collateral cash deposits in our consolidated balance sheets. Additionally, as of December 31, 2020, we held letters of credit of $54 million from counterparties to secure their future performance under financial or physical contracts. Collateral amounts held or posted may be fixed or may vary, depending on the value of the underlying contracts, and could cover normal purchases and sales, services, trading and hedging contracts. In many cases, we and our counterparties have publicly disclosed credit ratings, which may impact the amounts of collateral requirements. Physical forward contracts and financial derivatives are generally cash settled at the expiration of the contract term. These transactions are generally subject to specific credit provisions within the contracts that would allow the seller, at its discretion, to suspend deliveries, cancel agreements or continue deliveries to the buyer after the buyer provides security for payment satisfactory to the seller. Offsetting Certain of our derivative instruments are subject to a master netting or similar arrangement, whereby we may elect to settle multiple positions with an individual counterparty through a single net payment. Each of our individual derivative instruments are presented on a gross basis on the consolidated balance sheets, regardless of our ability to net settle our positions. Instruments that are governed by agreements that include net settle provisions allow final settlement, when presented with a termination event, of outstanding amounts by extinguishing the mutual debts owed between the parties in exchange for a net amount due. We have trade receivables and payables associated with derivative instruments, subject to master netting or similar agreements, which are not included in the table below. The following summarizes the gross and net amounts of our derivative instruments: 126 Gross Amounts of Assets and (Liabilities) Presented in the Balance Sheet December 31, 2020 Amounts Not Offset in the Balance Sheet - Financial Instruments Net Amount Gross Amounts of Assets and (Liabilities) Presented in the Balance Sheet December 31, 2019 Amounts Not Offset in the Balance Sheet - Financial Instruments Net Amount (millions) Assets: Commodity derivatives Liabilities: Commodity derivatives $ $ 79 $ (63) $ — $ — $ 79 $ 34 $ (63) $ (78) $ — $ — $ 34 (78) Summarized Derivative Information The fair value of our derivative instruments that are marked-to-market each period, as well as the location of each within our consolidated balance sheets, by major category, is summarized below. We have no derivative instruments that are designated as hedging instruments for accounting purposes as of December 31, 2020 and December 31, 2019. Balance Sheet Line Item December 31, 2020 December 31, 2019 Balance Sheet Line Item (millions) Derivative Assets Not Designated as Hedging Instruments: Commodity derivatives: Unrealized gains on derivative instruments — current Unrealized gains on derivative instruments — long-term Total 16 79 $ 63 $ $ $ December 31, 2020 December 31, 2019 (millions) Derivative Liabilities Not Designated as Hedging Instruments: Commodity derivatives: Unrealized losses on derivative instruments — current Unrealized losses on derivative instruments — long-term (56) $ $ $ (7) (63) $ 32 2 34 Total (58) (20) (78) The following summarizes the balance and activity within AOCI relative to our interest rate, commodity and foreign currency cash flow hedges as of and for the year ended December 31, 2020: Net deferred (losses) gains in AOCI (beginning balance) Losses reclassified from AOCI to earnings — effective portion Net deferred (losses) gains in AOCI (ending balance) Deferred losses in AOCI expected to be reclassified into earnings over the next 12 months (a) Relates to Discovery, an unconsolidated affiliate. $ $ $ 127 Interest Rate Cash Flow Hedges Commodity Cash Flow Hedges Foreign Currency Cash Flow Hedges (a) Total (2) $ — (2) $ — $ (millions) (6) $ — (6) $ — $ 1 $ — 1 $ — $ (7) — (7) — The following summarizes the balance and activity within AOCI relative to our interest rate, commodity and foreign currency cash flow hedges as of and for the year ended December 31, 2019: Interest Rate Cash Flow Hedges Commodity Cash Flow Hedges Foreign Currency Cash Flow Hedges (a) Total Net deferred (losses) gains in AOCI (beginning balance) Losses reclassified from AOCI to earnings — effective portion Net deferred (losses) gains in AOCI (ending balance) Deferred losses in AOCI expected to be reclassified into earnings over the next 12 months $ $ $ (3) $ 1 (2) $ (1) $ (a) Relates to Discovery, an unconsolidated affiliate. (millions) (6) $ — (6) $ — $ 1 $ — 1 $ — $ (8) 1 (7) (1) For the years ended December 31, 2020 and 2019, no derivative losses attributable to the ineffective portion or to amounts excluded from effectiveness testing were recognized in trading and marketing gains or losses, net or interest expense in our consolidated statements of operations. For the years ended December 31, 2020 and 2019, no derivative losses were reclassified from AOCI to trading and marketing gains or losses, net or interest expense as a result of the discontinuance of cash flow hedges related to certain forecasted transactions that are not probable of occurring. Changes in the value of derivative instruments, for which the hedge method of accounting has not been elected from one period to the next, are recorded in the consolidated statements of operations. The following summarizes these amounts and the location within the consolidated statements of operations that such amounts are reflected: Commodity Derivatives: Statements of Operations Line Item Realized gains Unrealized gains (losses) Trading and marketing gains (losses), net 2020 Year Ended December 31, 2019 (millions) 2018 $ $ 101 $ 55 156 $ 65 $ (78) (13) $ (149) 108 (41) We do not have any derivative financial instruments that qualify as a hedge of a net investment. The following tables represent, by commodity type, our net long or short positions that are expected to partially or entirely settle in each respective year. To the extent that we have long dated derivative positions that span multiple calendar years, the contract will appear in more than one line item in the tables below. 128 Year of Expiration 2021 2022 2023 2024 2025 Year of Expiration 2020 2021 2022 2023 December 31, 2020 Crude Oil Net Short Position (Bbls) (1,969,000) (214,000) — — — Natural Gas Net Short Position (MMBtu) (69,887,800) (36,500,000) — — — Natural Gas Liquids Net Short Position (Bbls) (9,857,339) (1,422,842) (1,440,000) (1,440,000) (1,320,000) Natural Gas Basis Swaps Net (Short) Long Position (MMBtu) (7,130,000) 10,950,000 3,650,000 2,140,000 1,825,000 December 31, 2019 Crude Oil Net Short Position (Bbls) (2,321,000) (802,000) (64,000) — Natural Gas Net Short Position (MMBtu) (33,183,400) — — — Natural Gas Liquids Net Short Position (Bbls) (31,383,684) (6,666,433) (9,482) — Natural Gas Basis Swaps Net Long Position (MMBtu) 14,472,500 3,650,000 8,212,500 7,300,000 16. Partnership Equity and Distributions Preferred Units — The Preferred Units rank senior to our common units with respect to distribution rights and rights upon liquidation. Holders of the Preferred Units have no voting rights except for certain limited protective voting rights set forth in our Partnership Agreement. Distributions of the Preferred Units are payable out of available cash, are accretive and are cumulative from the date of original issuance of the Preferred Units. • Distributions on the Series A Preferred Units are payable semiannually in arrears on June 15th and December 15th of each year. • Distributions on the Series B Preferred Units are payable quarterly in arrears on the 15th day of March, June, September and December of each year to holders of record as of the close of business on the first business day of the month in which the distribution will be made. • Distributions on the Series C Preferred Units are payable quarterly in arrears on the 15th day of January, April, July and October of each year to holders of record as of the close of business on the first business day of the month in which the distribution will be made. Common Units — During the years ended December 31, 2020 and 2019, we issued no common units pursuant to our at-the-market program. As of December 31, 2020, $750 million of common units remained available for sale pursuant to our at-the-market program. Our general partner is entitled to a percentage of all quarterly distributions equal to its limited partner interest, together with DCP Midstream, LLC, of approximately 57% as of December 31, 2020. Definition of Available Cash — Our Partnership Agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash, as defined in the Partnership Agreement, to unitholders of record on the applicable record date, as determined by our general partner. Available cash, for any quarter, consists of all cash and cash equivalents on hand at the end of that quarter: 129 • less the amount of cash reserves established by our general partner to: • • • • provide for the proper conduct of our business, including reserves for future capital expenditures and anticipated credit needs; comply with applicable law or any debt instrument or other agreement or obligation; provide funds to make payments on the Preferred Units; or provide funds for distributions to our common unitholders for any one or more of the next four quarters. • plus, if our general partner so determines, all or a portion of cash and cash equivalents on hand on the date of determination of available cash for the quarter. 130 Distributions — The following table presents our cash distributions paid in 2020, 2019 and 2018: Payment Date Distributions to common unitholders November 13, 2020 August 14, 2020 May 15, 2020 February 14, 2020 November 14, 2019 August 14, 2019 May 15, 2019 February 14, 2019 November 14, 2018 August 14, 2018 May 15, 2018 February 14, 2018 Distributions to Series A Preferred unitholders December 15, 2020 June 15, 2020 December 16, 2019 June 17, 2019 December 17, 2018 June 15, 2018 Distributions to Series B Preferred unitholders December 15, 2020 September 15, 2020 June 15, 2020 March 16, 2020 December 16, 2019 September 16, 2019 June 17, 2019 March 15, 2019 December 17, 2018 September 17, 2018 Distributions to Series C Preferred unitholders October 15, 2020 July 15, 2020 April 15, 2020 January 15, 2020 October 15, 2019 July 15, 2019 April 15, 2019 January 15, 2019 Per Unit Distribution Total Cash Distribution (millions) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 0.39 $ 0.39 $ 0.39 $ 0.78 $ 0.78 $ 0.78 $ 0.78 $ 0.78 $ 0.78 $ 0.78 $ 0.78 $ 0.78 $ 36.8750 $ 36.8750 $ 36.8750 $ 36.8750 $ 36.8750 $ 41.9965 $ 0.4922 $ 0.4922 $ 0.4922 $ 0.4922 $ 0.4922 $ 0.4922 $ 0.4922 $ 0.4922 $ 0.4922 $ 0.6781 $ 0.4969 $ 0.4969 $ 0.4969 $ 0.4969 $ 0.4969 $ 0.4969 $ 0.4969 $ 0.5576 $ 81 82 81 162 155 154 155 154 155 154 155 194 19 18 19 18 18 21 4 3 3 3 4 3 3 3 3 4 2 3 2 2 2 3 2 2 131 17. Equity-Based Compensation On April 28, 2016, the unitholders of the Partnership approved the 2016 Long-Term Incentive Plan (the “2016 LTIP” and, together with the 2012 LTIP, the “LTIP”). The 2016 plan authorizes up to 900,000 common units to be available for issuance under awards to employees, officers, and non- employee directors of the General Partner and its affiliates. Awards under the 2016 LTIP may include unit options, phantom units, restricted units, distribution equivalent rights ("DERs"), unit bonuses, common unit awards, and performance awards. The 2016 LTIP will expire on the earlier of the date it is terminated by the board of directors of the General Partner or the date that all common units available under the plan have been paid or issued. On February 15, 2012, the board of directors of our General Partner adopted the 2012 LTIP (the "2012 LTIP") for employees, consultants and directors of our General Partner and its affiliates who perform services for us. The 2012 LTIP provided for the grant of phantom units and DERs. The 2012 LTIP phantom units consist of a notional unit based on the value of common units or shares of Phillips 66 and Enbridge. The LTIPs are administered by the General Partner’s board of directors. All awards under the LTIPs are subject to cliff vesting. Under DCP Midstream, LLC's Long-Term Incentive Plan ("DCP Midstream LTIP"), awards may be granted to key employees. The DCP Midstream LTIP provides for the grant of Strategic Performance Units ("SPUs") and Phantom Units. The SPUs and Phantom Units consist of a notional unit based on the fair market value of a common unit of the Partnership. Since we have the intent and ability to settle certain awards within our control in units, we classify them as equity awards based on their fair value. The fair value of our equity awards is determined based on the closing price of our common units on the grant date. Compensation expense on equity awards is recognized ratably over each vesting period. We account for other awards which are subject to settlement in cash, including DERs, as liability awards. Compensation expense on these awards is recognized ratably over each vesting period, and will be re-measured each reporting period for all awards outstanding until the units are vested. The fair value of all liability awards is determined based on the closing price of our common units at each measurement date. Phantom Units issued in 2020 are designed to pay out proportionally in cash and DCP Common LP Units. Equity-based compensation expense was $11 million, $14 million and $11 million for the years ended December 31, 2020, 2019 and 2018, respectively. The following table presents the fair value of unvested unit-based awards related to the SPUs and Phantom Units: DCP Midstream LTIP: SPUs Phantom Units Vesting Period (years) Unrecognized Compensation Expense at December 31, 2020 (millions) Estimated Forfeiture Rate Weighted- Average Remaining Vesting (years) 3 1 - 3 $ $ 4 8 0% - 11% 0% - 11% 2 2 132 Strategic Performance Units - The number of SPUs that will ultimately vest range in value of up to 200% of the outstanding SPUs, depending on the achievement of specified performance targets over a three year period. The final performance payout is determined by the compensation committee of our General Partner. SPU awards include the right to receive DERs, during the performance period or vesting period, as applicable, based on the number of units granted. The DERs are paid in cash at the end of the performance period. The following table presents information related to SPUs: Measurement Date Weighted-Average Price Per Unit Outstanding at January 1, 2018 Granted Forfeited Vested (a) Outstanding at December 31, 2018 Granted Forfeited Vested (b) Outstanding at December 31, 2019 Granted Forfeited Vested (c) Outstanding at December 31, 2020 Expected to vest Units Grant Date Weighted- Average Price Per Unit 51.98 36.23 47.79 48.41 43.33 30.60 34.95 56.80 33.02 23.71 27.45 36.23 214,735 $ 168,160 $ (10,933) $ (120,643) $ 251,319 $ 222,440 $ (40,348) $ (83,054) $ 350,357 $ 296,700 $ (76,183) $ (141,613) $ 429,261 $ 403,043 $ 26.52 $ 26.58 $ 18.52 18.52 (a) The 2016 grants vested at 165%. (b) The 2017 grants vested at 120%. (c) The 2018 grants vested at 152% The estimate of SPUs that are expected to vest is based on highly subjective assumptions that could change over time, including the expected forfeiture rate and achievement of performance targets. The following table presents the fair value of units vested and the unit-based liabilities paid for unit-based awards related to the strategic performance units: Vested or paid in cash in 2018 Vested or paid in cash in 2019 Vested or paid in cash in 2020 Units Fair Value of Units Vested Unit-Based Liabilities Paid 120,643 $ 83,054 $ 141,613 $ (millions) 9 $ 6 $ 4 $ 11 9 6 133 Phantom Units - Phantom Units generally cliff vest at the end of three years and include the right to receive DERs, during the vesting period, as applicable, based on the number of units granted.The DERs are paid quarterly in arrears. Phantom Units may be settled by issuing units or in cash payments equal to the fair value of the awards, which is based on the market prices of our stock near the end of the performance periods. The following table presents information related to Phantom Units: Outstanding at January 1, 2018 Granted Forfeited Vested Outstanding at December 31, 2018 Granted Forfeited Vested Outstanding at December 31, 2019 Granted Forfeited Vested Outstanding at December 31, 2020 Expected to vest Measurement Date Weighted-Average Price Per Unit Units Grant Date Weighted- Average Price Per Unit 52.18 36.87 45.35 45.16 42.55 30.52 34.14 40.92 33.35 20.07 22.99 36.25 201,081 $ 242,780 $ (17,696) $ (194,459) $ 231,706 $ 281,930 $ (43,170) $ (171,881) $ 298,585 $ 671,040 $ (78,320) $ (123,817) $ 767,488 $ 710,407 $ 22.33 $ 22.37 $ 19.15 19.15 The following table presents the fair value of units vested and the unit-based liabilities paid for unit based awards related to the phantom units: Vested or paid in cash in 2018 Vested or paid in cash in 2019 Vested or paid in cash in 2020 Units Fair Value of Units Vested Unit-Based Liabilities Paid 194,459 $ 171,881 $ 123,817 $ (millions) 5 $ 6 $ 3 $ 7 5 6 134 18. Benefits We do not have our own employees. The employees supporting our operations are employees of DCP Services, LLC, for which we incur charges under the Services Agreement. All DCP Services, LLC employees who have reached the age of 18 and work at least 20 hours per week are eligible for participation in the 401(k) and retirement plan, to which a range of 4% to 7% of each eligible employee’s qualified earnings is contributed to the retirement plan, based on years of service. All new employees are automatically enrolled in the 401(k) plan at a 6% contribution level. Employees can opt out of these contribution level or change it at any time. Additionally, DCP Services, LLC matches employees’ contributions in the 401(k) plan up to 6% of qualified earnings. During the years ended December 31, 2020, 2019 and 2018, we expensed plan contributions of $26 million, $31 million and $30 million, respectively. DCP Services, LLC offers certain eligible executives the opportunity to participate in the EDC Plan. The EDC Plan allows participants to defer current compensation on a pre-tax basis and to receive tax deferred earnings on such contributions. The EDC Plan also has make-whole provisions for plan participants who may otherwise be limited in the amount that we can contribute to the 401(k) plan on the participant’s behalf. 19. Net Income or Loss per Limited Partner Unit Prior to the equity restructuring transaction, we used the two-class method when calculating the net income unit applicable to limited partners, because we had more than one participating security consisting of limited partner common units, general partner units and incentive distribution rights. Subsequent to the equity restructuring transaction that occurred on November 6, 2019, our general partner and its incentive distribution rights no longer participate in earnings or distributions. There were 304,270 restricted phantom units outstanding as of December 31, 2020 that were excluded from the calculation of diluted net loss per unit for the year ended December 31, 2020 because including them would have been anti-dilutive. We have the ability to elect to settle restricted phantom units at our discretion in either cash or common units. For units granted during 2020, we have the ability and intent to settle vested units through the issuance of common units. Basic and diluted net income per limited partner unit was calculated as follows for the years ended December 31, 2020 and 2019, respectively. Net (loss) income attributable to limited partners Weighted average limited partner units outstanding, basic Weighted average limited partner units outstanding, diluted Net (loss) income per limited partner unit, basic and diluted 20. Income Taxes 2020 Year Ended December 31, 2019 (millions, except per unit amounts) 2018 $ $ (365) $ (160) $ 208,338,544 208,338,544 153,116,233 153,116,233 87 143,312,047 143,312,047 (1.75) $ (1.05) $ 0.61 We are structured as a master limited partnership with sufficient qualifying income, which is a pass-through entity for federal income tax purposes. 135 Income tax expense consists of the following: Current: State income tax expense Deferred: State income tax benefit (expense) Total income tax benefit (expense) 2020 Year Ended December 31, 2019 (millions) 2018 $ $ — $ — — $ (1) $ 2 1 $ — (3) (3) As of December 31, 2020 and 2019, we had state deferred tax liabilities of $30 million and $30 million, respectively. The state deferred tax liabilities are primarily associated with Texas franchise taxes. Our effective tax rate differs from statutory rates, primarily due to being structured as a master limited partnership, which is a pass-through entity for federal income tax purposes, while being treated as a taxable entity in certain states, primarily Texas. The State of Texas imposes a margin tax that is assessed at 0.75%, of taxable margin apportioned to Texas for each year ended December 31, 2020, 2019 and 2018. 21. Commitments and Contingent Liabilities Litigation — We are not a party to any material legal proceedings, but are a party to various administrative and regulatory proceedings and commercial disputes that have arisen in the ordinary course of our business. Management currently believes that the ultimate resolution of the foregoing matters, taken as a whole, and after consideration of amounts accrued, insurance coverage or other indemnification arrangements, will not have a material adverse effect on our results of operations, financial position, or cash flow. Insurance — Our insurance coverage is carried with third-party insurers and with an affiliate of Phillips 66. Our insurance coverage includes: (i) general liability insurance covering third-party exposures; (ii) statutory workers’ compensation insurance; (iii) automobile liability insurance for all owned, non-owned and hired vehicles; (iv) excess liability insurance above the established primary limits for general liability and automobile liability insurance; (v) property insurance, which covers the replacement value of real and personal property and includes business interruption; and (vi) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Environment, Health and Safety — The operation of pipelines, plants and other facilities for gathering, transporting, processing, treating, fractionating, or storing natural gas, NGLs and other products is subject to stringent and complex laws and regulations pertaining to the environment, health and safety. As an owner or operator of these facilities, we must comply with laws and regulations at the federal, state and, in some cases, local levels that relate to worker health and safety, public health and safety, pipeline safety, air and water quality, solid and hazardous waste management and disposal, and other environmental matters. The cost of planning, designing, constructing and operating pipelines, plants, and other facilities incorporates compliance with environmental laws and regulations, health and safety standards applicable to workers and the public, and safety standards applicable to our various facilities. In addition, there is increasing focus from (i) regulatory bodies and communities, and through litigation, on hydraulic fracturing and the real or perceived environmental or public health impacts of this technique, which indirectly presents some risk to our available supply of natural gas and the resulting supply of NGLs; (ii) regulatory bodies regarding pipeline system safety which could impose additional regulatory burdens and increase the cost of our operations; (iii) state and federal regulatory officials regarding the emission of greenhouse gases and other air emissions, which could impose regulatory burdens and increase the cost of our operations; and (iv) regulatory bodies and communities that could prevent or delay the development of fossil fuel energy infrastructure such as pipelines, plants, and other facilities used in our business. Failure to comply with these various health, safety and environmental laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of injunctions or restrictions on operation. Management believes that, based on currently known information, compliance with these existing laws and regulations will not have a material adverse effect on our results of operations, financial position or cash flows. 136 The following pending proceedings involve governmental authorities as a party under federal, state, and local laws regulating the discharge of materials into the environment. We have elected to disclose matters where we reasonably believe such proceeding would result in monetary sanctions, exclusive of interest and costs, of $1.0 million or more. It is not possible for us to predict the final outcome of these pending proceedings; however, we do not expect the outcome of one or more of these proceedings to have a material adverse effect on our results of operations, financial position, or cash flows: • • In August 2020, the New Mexico Environment Department ("NMED") issued an Administrative Compliance Order (the “August ACO”) alleging that emissions at four of our natural gas processing plants exceeded respective air permit limits or requirements during various instances of what we reported were facility upsets, malfunctions, startups or shutdowns from May of 2017 through August 2018 and asserted an administrative civil penalty of approximately $3.3 million for those emissions events and others at the four gas processing plants during the stated period of time. We intend to challenge the allegations and asserted penalties in the August ACO based on legal limitations, including that emissions that exceed permit limits or requirements due to facility upset, malfunction, startup, and shutdown events are not subject to civil penalties under New Mexico law. We formally responded to the August ACO and will engage in information exchanges and discussions with NMED about the propriety of the allegations and asserted penalties, and the matter may go to hearing. In June 2020, NMED issued an Administrative Compliance Order (the “June ACO”) alleging that emissions at several of our field compression sites exceeded respective air permit limits or requirements during various instances of what we reported were facility upsets, malfunctions, startups or shutdowns from 2018 through the first half of 2019. The June ACO asserts an administrative civil penalty of approximately $5.3 million. We intend to challenge the allegations and asserted penalties based on legal limitations, including that emissions that exceed permit limits or requirements due to facility upset, malfunction, startup, and shutdown events are not subject to civil penalties under New Mexico law. We formally responded to the June ACO and will engage in information exchanges and discussions with NMED about the propriety of the allegations and asserted penalties, and the matter may go to hearing. • In March 2019, Region 8 of the U.S. Environmental Protection Agency (“EPA”) issued a Notice of Violation alleging various non-compliance with federal Leak Detection and Repair regulations, known as Subparts KKK and OOOO that exist to mitigate emissions of volatile organic compounds from certain equipment at natural gas plants, at various times over the course of late 2011 through 2017 at five of our Colorado natural gas processing plants. DCP does not agree with many of the allegations of non-compliance. DCP has been and is engaging in information exchanges and discussions with EPA about the propriety of the allegations, including the facts and regulatory underpinnings of the various allegations. DCP’s recent discussions with EPA include the possibility of resolving the allegations, including potential civil penalties and other elements, although this matter may end up in formal proceedings. EPA may require a civil penalty or equivalent that is larger than the disclosure threshold amount described above, although we do not believe that the result of this matter would have a material adverse effect on our results of operations, financial position, or cash flows. 22. Restructuring Costs In April 2020, we announced a reduction in force of 15%, which resulted in $9 million of nonrecurring expense for the year ended December 31, 2020. We do not expect to incur any significant additional expense in relation to the reduction in force. 23. Business Segments Our operations are organized into two reportable segments: (i) Logistics and Marketing and (ii) Gathering and Processing. These segments are monitored separately by management for performance against our internal forecast and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Our Gathering and Processing reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided. Adjusted gross margin is a performance measure utilized by management to monitor the operations of each segment. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies included in Note 2. Our Logistics and Marketing segment includes transporting, trading, marketing, storing natural gas and NGLs, and fractionating NGLs. Our Gathering and Processing segment consists of gathering, compressing, treating, processing natural gas, producing and fractionating NGLs, and recovering condensate. The remainder of our business operations is presented as 137 “Other,” and consists of unallocated corporate costs. Elimination of inter-segment transactions are reflected in the Eliminations column. The following tables set forth our segment information: Year Ended December 31, 2020: Logistics and Marketing Gathering and Processing Other (millions) Eliminations Total Total operating revenue Adjusted gross margin (a) Operating and maintenance expense General and administrative expense Depreciation and amortization expense Asset impairments Other expense, net Restructuring costs Earnings (loss) from unconsolidated affiliates Interest expense Net income (loss) Net (loss) attributable to noncontrolling interests Net income (loss) attributable to partners Non-cash derivative mark-to-market Non-cash lower of cost or net realizable value adjustments Capital expenditures Investments in unconsolidated affiliates, net $ $ $ $ $ $ $ $ 5,530 $ 333 $ (36) (7) (13) — (10) — 510 — 777 $ — 777 $ 78 $ 6 $ 4 $ 101 $ 3,479 $ 1,226 $ (554) (22) (333) (746) (3) — (63) — (495) $ (4) (499) $ (23) $ — $ 140 $ — $ — $ — $ (17) (224) (30) — (2) (9) — (302) (584) $ — (584) $ — $ — $ 16 $ — $ (2,707) $ — $ — — — — — — — — — $ — — $ — $ — $ — $ — $ 6,302 1,559 (607) (253) (376) (746) (15) (9) 447 (302) (302) (4) (306) 55 6 160 101 138 Year Ended December 31, 2019: Total operating revenue Adjusted gross margin (a) Operating and maintenance expense General and administrative expense Depreciation and amortization expense Asset impairments Other expense, net Loss on sale of assets, net Restructuring costs Earnings from unconsolidated affiliates Interest expense Income tax expense Net income (loss) Net income attributable to noncontrolling interests Net income (loss) attributable to partners Non-cash derivative mark-to-market Non-cash lower of cost or net realizable value adjustments Capital expenditures Investments in unconsolidated affiliates, net Year Ended December 31, 2018: Total operating revenue Adjusted gross margin (a) Operating and maintenance expense Depreciation and amortization expense General and administrative expense Asset impairments Other expense, net Loss from financing activities Restructuring costs Earnings from unconsolidated affiliates Interest expense Income tax expense Net income (loss) Net income attributable to noncontrolling interests Net income (loss) attributable to partners Non-cash derivative mark-to-market Capital expenditures Investments in unconsolidated affiliates, net $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Logistics and Marketing Gathering and Processing Other (millions) Eliminations Total 6,856 $ 254 $ (42) (8) (19) (35) (3) (10) — 468 — — 605 $ — 605 $ (29) $ 10 $ 29 $ 450 $ 4,319 $ 1,349 $ (664) (23) (355) (212) (5) (70) — 6 — — 26 $ (4) 22 $ (49) $ — $ 474 $ — $ — $ — $ (22) (244) (30) — — — (11) — (304) 1 (610) $ — (610) $ — $ — $ 16 $ — $ (3,550) $ — $ — — — — — — — — — — — $ — — $ — $ — $ — $ — $ Logistics and Marketing Gathering and Processing Other (millions) Eliminations Total 5,843 $ 1,578 $ (692) (346) (19) (145) (6) — — 8 — — 378 $ (4) 374 $ 112 $ 570 $ 4 $ — $ — $ (21) (27) (245) — (1) (19) — — (269) (3) (585) $ — (585) $ — $ 17 $ — $ (5,035) $ — $ — — — — — — — — — — — $ — — $ — $ — $ — $ 9,014 $ 225 $ (47) (15) (12) — (4) — — 362 — — 509 $ — 509 $ (4) $ 8 $ 350 $ 139 7,625 1,603 (728) (275) (404) (247) (8) (80) (11) 474 (304) 1 21 (4) 17 (78) 10 519 450 9,822 1,803 (760) (388) (276) (145) (11) (19) — 370 (269) (3) 302 (4) 298 108 595 354 Segment long-term assets: Gathering and Processing Logistics and Marketing Other (b) Total long-term assets Current assets Total assets December 31, 2020 December 31, 2019 (millions) $ $ 7,788 $ 3,929 232 11,949 1,008 12,957 $ 8,904 3,848 295 13,047 1,080 14,127 (a) Adjusted gross margin consists of total operating revenues, including commodity derivative activity, less purchases and related costs. Adjusted gross margin is viewed as a non-GAAP financial measure under the rules of the SEC, but is included as a supplemental disclosure because it is a primary performance measure used by management as it represents the results of product sales versus product purchases. As an indicator of our operating performance, adjusted gross margin should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or gross margin as determined in accordance with GAAP. Our adjusted gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate adjusted gross margin in the same manner. (b) Other long-term assets not allocable to segments consist of corporate leasehold improvements and other long-term assets 24. Supplemental Cash Flow Information Cash paid for interest: Cash paid for interest, net of amounts capitalized Cash paid for income taxes, net of income tax refunds Non-cash investing and financing activities: Property, plant and equipment acquired with accounts payable and accrued liabilities Other non-cash changes in property, plant and equipment Other non-cash activities: Operating lease assets arising from the implementation of Topic 842 Right-of-use assets obtained in exchange for operating and finance lease liabilities 2020 Year Ended December 31, 2019 (millions) 2018 $ $ $ $ $ $ 283 $ 3 $ 7 $ (3) $ — $ 18 $ 258 $ 3 $ 45 $ (2) $ 84 $ 82 $ 259 3 99 5 — — 140 25. Quarterly Financial Data (Unaudited) Our consolidated results of operations by quarter for the years ended December 31, 2020 and 2019 were as follows: 2020 Total operating revenues Operating (loss) income Net (loss) income Net income attributable to noncontrolling interests Net (loss) income attributable to partners Net (loss) income allocable to limited partners Basic and diluted net (loss) income per limited partner unit 2019 Total operating revenues Operating income (loss) Net income (loss) Net income attributable to noncontrolling interests Net income (loss) attributable to partners Net income (loss) allocable to limited partners Basic and diluted net income (loss) per limited partner unit 26. Subsequent Events First 1,657 $ (546) $ (549) $ (1) $ (550) $ (564) $ (2.71) $ First 2,199 $ 33 $ 76 $ (1) $ 75 $ 20 $ 0.14 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Second Third Fourth (millions, except per unit amounts) 1,274 $ (6) $ 48 $ (1) $ 47 $ 32 $ 0.15 $ 1,586 $ 60 $ 112 $ (1) $ 111 $ 96 $ 0.46 $ 1,785 $ 45 $ 87 $ (1) $ 86 $ 71 $ 0.34 $ Second Third Fourth (millions, except per unit amounts) 1,798 $ 76 $ 120 $ (1) $ 119 $ 62 $ 0.43 $ 1,699 $ (211) $ (177) $ (1) $ (178) $ (228) $ (1.59) $ 1,929 $ (48) $ 2 $ (1) $ 1 $ (14) $ (0.08) $ Year ended December 31, 2020 6,302 (447) (302) (4) (306) (365) (1.75) Year Ended December 31, 2019 7,625 (150) 21 (4) 17 (160) (1.05) On January 21, 2021, we announced that the board of directors of the General Partner declared a quarterly distribution on our common units of 0.39 per common unit. The distribution was paid on February 12, 2021 to unitholders of record on February 5, 2021. On the same date, the board of directors of the General Partner declared a quarterly distribution on our Series B and Series C Preferred Units of $0.4922 and $0.4969 per unit, respectively. The Series B distributions will be paid on March 15, 2021 to unitholders of record on March 1, 2021. The Series C distribution will be paid on April 15, 2021 to unitholders of record on April 1, 2021. 141 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosures during the year ended December 31, 2020. 142 Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to the management of our general partner, including our general partner’s principal executive and principal financial officers (whom we refer to as the "Certifying Officers"), as appropriate to allow timely decisions regarding required disclosure. The management of our general partner evaluated, with the participation of the Certifying Officers, the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of December 31, 2020, our disclosure controls and procedures were effective at a reasonable assurance level. Changes in Internal Control Over Financial Reporting There were no changes in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are currently, and have been, working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the effect of the COVID-19 pandemic on our internal controls to minimize the impact on their design and operating effectiveness. Management’s Annual Report On Internal Control Over Financial Reporting Our general partner is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance to our management and board of directors of our general partner regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2020. Deloitte & Touche LLP, an independent registered public accounting firm, has issued their report, included immediately following, regarding our internal control over financial reporting. 143 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of DCP Midstream GP, LLC and the Unitholders of DCP Midstream, LP Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of DCP Midstream, LP and subsidiaries (the "Partnership") as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Partnership and our report dated February 19, 2021, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Denver, Colorado February 19, 2021 144 Item 9B. Other Information None. 145 Item 10. Directors, Executive Officers and Corporate Governance PART III Management of DCP Midstream, LP We do not have directors or officers, which is commonly the case with publicly traded partnerships. Our operations and activities are managed by our general partner, DCP Midstream GP, LP, which in turn is managed by its general partner, DCP Midstream GP, LLC, which we refer to as our General Partner. Our General Partner is 100% owned by DCP Midstream, LLC. The officers and directors of our General Partner are responsible for managing us. All of the directors of our General Partner are appointed annually by DCP Midstream, LLC and all of the officers of our General Partner serve at the discretion of the directors. Unitholders are not entitled to elect the directors of our General Partner or participate, directly or indirectly, in our management or operations. Board of Directors and Executive Officers of DCP Midstream GP, LLC The board of directors of our General Partner currently has eight members, three of whom are independent as defined under the independence standards established by the NYSE. Because we are a listed limited partnership and a controlled company, we are not required by the NYSE rules to have a majority of independent directors on the board of directors of our General Partner or to establish a compensation committee or a nominating/corporate governance committee. However, the board of directors of our General Partner has established an audit committee consisting of three independent members of the board and a special committee to address conflict situations. Our General Partner’s board of directors annually reviews the independence of directors and affirmatively makes a determination that each director expected to be independent has no material relationship with our General Partner, either directly or indirectly as a partner, unitholder or officer of an organization that has a relationship with our General Partner. Our General Partner’s board of directors has affirmatively determined that Messrs. Fowler, Kimble, and Waycaster satisfy the SEC and NYSE independence standards. The executive officers of our General Partner are responsible for establishing and executing strategic business and operation plans and managing the day-to-day affairs of our business. All of our executive officers are also executive officers of DCP Midstream, LLC. We utilize employees of DCP Midstream, LLC, including the executive officers, to operate our business and provide us with general and administrative services that are reimbursed to DCP Midstream, LLC pursuant to the terms of the Services Agreement. The following table shows information regarding the current directors and executive officers of our General Partner, DCP Midstream GP, LLC. Directors are appointed annually by DCP Midstream, LLC and hold office for one year or until their successors have been elected and qualified or until the earlier of their death, resignation, removal or disqualification. Officers serve at the discretion of the board of directors of our general partner. There are no family relationships among any of the directors or executive officers. Name Age Position with DCP Midstream GP, LLC Wouter T. van Kempen Sean P. O'Brien George Green Don Baldridge Corey Walker Allen C. Capps Heather Crowder Fred J. Fowler William F. Kimble Brian Mandell Stephen J. Neyland Bill W. Waycaster 51 51 40 51 43 50 51 74 61 57 53 82 Chairman of the Board, President, Chief Executive Officer, and Director Group Vice President and Chief Financial Officer Group Vice President and General Counsel President, Operations President, Operations Director Director Director Director Director Director Director 146 Wouter T. van Kempen was appointed as DCP Midstream GP, LLC’s Chief Executive Officer ("CEO") in January 2013, Chairman of the Board in January 2014, and President in February 2016. Mr. van Kempen is also the Chairman of the Board, President and Chief Executive Officer for DCP Midstream, LLC, which is the owner of DCP Midstream GP, LLC, since January 2013. Mr. van Kempen was previously DCP Midstream, LLC’s President and Chief Operating Officer from September 2012 until January 2013, where he led the gathering and processing and the marketing and logistics business units and oversaw all corporate functions of the organization; President, Gathering and Processing, from January 2012 to August 2012; President, Midcontinent Business Unit, and Chief Development Officer, from August 2010 to December 2011. Prior to joining DCP Midstream, LLC in August 2010, Mr. van Kempen was President of Duke Energy Generation Services from September 2006 to July 2010 and Vice President of Mergers and Acquisitions from December 2005 to September 2006. Mr. van Kempen joined Duke Energy in 2003 and served in a number of management positions. Prior to Duke Energy, Mr. van Kempen was employed by General Electric, where he served in increasing roles of responsibility becoming the staff executive for corporate mergers and acquisitions in 1999. Sean P. O'Brien was appointed Group Vice President and Chief Financial Officer of DCP Midstream GP, LLC in January 2014. Mr. O'Brien is also the Group Vice President and Chief Financial Officer for DCP Midstream, LLC and has served in that position since May 2012. Prior to that time, Mr. O’Brien was Senior Vice President and Treasurer of DCP Midstream, LLC from May 2011 and prior to that, he served as Vice President, Financial Planning and Analysis from September 2009. Prior to joining DCP Midstream, LLC in September 2009, Mr. O’Brien was with Duke Energy Corporation where he served as General Manager of Financial Planning and Forecasting for Duke Energy’s Commercial Business Unit from May 2006, and prior to that, he was Vice President and Controller of Duke Energy Generation Services from May 2005. Mr. O’Brien joined Duke Energy in 1997. Mr. O’Brien is a certified public accountant with over 25 years of experience in the finance area and over 20 years of experience in the energy industry. George Green was appointed General Counsel of DCP Midstream GP, LLC in January 2021. Mr. Green joined the Company's legal department in 2014 and has since held roles of increasing responsibility. He served as Vice President and Deputy General Counsel of DCP Midstream GP, LLC directly prior to his current role. Before joining the Company, he was an attorney in private practice where he represented clients in business disputes, contract claims, product liability cases, and environmental matters. Don Baldridge was appointed President, Operations of DCP Midstream GP, LLC in February 2017. Mr. Baldridge has also been a President of DCP Midstream, LLC overseeing the commercial, marketing, and logistics businesses since March 2013 and before that was Vice President, Natural Gas and NGL Marketing since February 2011. Mr. Baldridge previously served as our Vice President, Business Development from January 2009 until February 2011. Mr. Baldridge joined DCP Midstream, LLC in March 2005. Mr. Baldridge brings more than 25 years of experience in the energy industry, including commercial, trading and business development activities. Corey Walker was appointed President, Operations of DCP Midstream GP, LLC on February 17, 2020. Prior to joining DCP Midstream GP, LLC, Mr. Walker served as Executive Vice President of the Americas, Biomaterials and Advanced Technologies for Avantor, Inc., a leading global provider of mission critical products and services to customers in the biopharma, healthcare, education & government, and advanced technologies & applied materials industries from 2016 through June 2018. Previously, from 2013 through 2016 at Haliburton Energy Services, a provider of products and services to the energy industry, Mr. Walker led global strategy for the Completion and Production division, served as Global Vice President of Sperry Drilling Services, a drilling services company and Multi-Chem, global business groups of Halliburton Energy Services. Prior to that time, he held a variety of strategic and business unit leadership roles at Dow Chemical from 2006 to 2013. Mr. Walker has nearly 20 years of leadership experience in a variety of industries, including energy. Allen C. Capps was appointed a director of DCP Midstream GP, LLC in August 2016. Mr. Capps has been the Senior Vice President, Corporate Development and Energy Services for Enbridge since September 2020. Prior to that he was Senior Vice President, Corporate Development and Investment Review for Enbridge since June 2019 and prior to that was Senior Vice President and Chief Accounting Officer since February 2017. Prior to this, Mr. Capps served in a similar capacity as Vice President and Controller of Spectra Energy since January 2012. From April 2010 until January 2012, Mr. Capps served as Vice President, Business Development, Storage and Transmission, for Union Gas Limited, Spectra Energy’s Canadian natural gas utility, and as Vice President and Treasurer of Spectra Energy from December 2007 to April 2010. Mr. Capps has broad experience in the energy industry having served in various senior level finance and accounting roles since 2003. Heather Crowder was appointed a director of DCP Midstream GP, LLC in November 2020. Ms. Crowder currently serves as Vice President and General Tax Officer for Phillips 66, a role she has held since joining Phillips 66. Before joining Phillips 147 66 in January 2016, Ms. Crowder served as Managing Tax Counsel, Corporate, for five years at ConocoPhillips. Prior to joining ConcoPhillips in 2013, Ms. Crowder worked for 15 years at KPMG LLP where she was a tax partner. Fred J. Fowler was appointed a director of DCP Midstream GP, LLC in March 2015. Mr. Fowler is the former president and chief executive officer of Spectra Energy, retiring from that position in December 2008. Prior to Spectra Energy’s separation from Duke Energy Corporation in December 2006, Mr. Fowler served as group president for Duke Energy’s gas transmission business since April 2006. Prior to that, Mr. Fowler served as president and chief operating officer of Duke Energy Corporation since November 2002. Mr. Fowler began his career in the energy industry in 1968. Mr. Fowler served as vice chairman of the board of directors of TEPPCO Partners, L.P. from March 1998 to February 2003 and as chairman of the board of directors of our General Partner from April 2007 to January 2009. Mr. Fowler currently serves on the board of directors of Ovintiv Inc. (formerly known as Encana Corp.) and served on the board of directors of PG&E Corporation until June 30, 2020. William F. Kimble was appointed a director of DCP Midstream GP, LLC in June 2015. Mr. Kimble retired in February 2015 from KPMG LLP (“KPMG”), one of the largest audit, tax and advisory services firms in the world. Mr. Kimble served as KPMG’s Office Managing Partner for the Atlanta office and Managing Partner - Southeastern United States, where he was responsible for the firm’s audit, advisory and tax operations from 2009 until his retirement. Mr. Kimble was also responsible for moderating KPMG’s Audit Committee Institute and Audit Committee Chair Sessions. Until his retirement, Mr. Kimble had been with KPMG or its predecessor firm since 1986. During his tenure with KPMG, Mr. Kimble held numerous senior leadership positions, including Global Chairman of Industrial Markets. Mr. Kimble also served as KPMG’s Energy Sector Leader for approximately ten years and was the executive director of KPMG’s Global Energy Institute. Mr. Kimble currently serves on the board of directors of PRGX Global, Inc. and its audit committee and Liberty Oilfield Services Inc. and its audit committee. Brian Mandell was appointed a director of DCP Midstream GP, LLC in May 2015. Mr. Mandell has nearly 30 years of oil and gas industry experience serving in various marketing, commercial, and midstream roles. He is currently Executive Vice President, Marketing and Commercial, for Phillips 66. He previously served as Senior Vice President, Commercial, for Phillips 66. Prior to that, he served as Phillips 66's President, Global Marketing, and prior to that, Global Trading Lead, Clean Products, Commercial. Prior to joining Phillips 66 in May 2012, he worked for ConocoPhillips as Manager, U.S. Gasoline Trading since 2011. Previously, Mr. Mandell served in the Commercial NGL group and was named Manager of NGL Trading after working as Manager of Processing Assets and Business Development in 2006. Mr. Mandell began his career with Conoco in 1991 working in various marketing roles. Stephen J. Neyland was appointed a director of DCP Midstream GP, LLC in June 2020. Mr. Neyland currently serves as Vice President, Finance, Gas Transmission and Midstream of Enbridge. Since joining Enbridge in 2001, Mr. Neyland has held a variety of progressive leadership positions overseeing financial operations, financial reporting, risk management, and controls for a number of Enbridge's U.S. subsidiaries, including roles as the principal financial officer of several of Enbridge's publicly traded partnerships. Mr. Neyland brings over 25 years of experience in the energy industry having previously held positions at Koch Industries, KCS Energy, Inc., and Arthur Andersen & Co. Bill W. Waycaster was appointed a director of DCP Midstream GP, LLC in June 2015. Mr. Waycaster retired in April 2003 from Texas Petrochemicals LLC (“Texas Petrochemicals”) after working in the hydrocarbon process industries for over 45 years. Mr. Waycaster was President and Chief Executive Officer of Texas Petrochemicals from April 1992 until his retirement. Prior to that, Mr. Waycaster spent 27 years at The Dow Chemical Company (“Dow”) serving as Vice President and General Manager of Hydrocarbons and Energy Resources until he left to join Texas Petrochemicals. Mr. Waycaster held positions at Dow ranging from Project Engineer to Vice President of Business and Asset Management. Mr. Waycaster previously served on the board of directors of the National Petrochemical and Refiners Association, where he served as Chairman of the Petrochemicals Committee and Executive Committee, and also served on the board of directors of the American Chemistry Council. Mr. Waycaster has previously served on the board of directors of each of Destec Energy, Inc. and Enterprise Products GP, LLC. 148 Director Experience and Qualifications DCP Midstream, LLC evaluates and recommends candidates for membership on the board of directors of our General Partner based on established criteria. When evaluating director candidates, nominees and incumbent directors, DCP Midstream, LLC has informed us that it considers, among other things, educational background, knowledge of our business and industry, professional reputation, independence, and ability to represent the best interests of our unitholders. DCP Midstream, LLC and the board of directors of our General Partner believe that the above-mentioned attributes, along with the leadership skills and experience in the midstream natural gas industry, provide the Partnership with a capable and knowledgeable board of directors. Wouter T. van Kempen - Mr. van Kempen was appointed a director because of his extensive knowledge of and experience with our assets as Chairman, President, and Chief Executive Officer of DCP Midstream GP, LLC and as Chairman, President and Chief Executive Officer of DCP Midstream, LLC. Mr. van Kempen brings strong management experience having served in positions of increasing responsibility at Duke Energy and General Electric. Allen C. Capps - Mr. Capps was appointed a director because of his strong background in the energy industry including his leadership roles in accounting, finance, and business development with Enbridge and Spectra Energy. Heather Crowder - Ms. Crowder was appointed a director because of her more than two decades of experience, covering a wide spectrum of the energy industry, including well services, integrated, upstream, midstream and downstream markets. Ms. Crowder has significant tax experience from participating as legal counsel in external audits focused on financial statement tax disclosures. Fred J. Fowler - Mr. Fowler was appointed a director because of his extensive knowledge and experience of the energy industry, including a strong understanding of our assets, customers, regulatory environment, and competitive landscape. Mr. Fowler brings leadership, management, and business skills developed as an executive and a director at public and privately held companies. William F. Kimble - Mr. Kimble was appointed a director because of his extensive accounting background and experience as a director of other public companies. Mr. Kimble brings significant knowledge of the most current and pressing audit and financial compliance matters and reporting obligations faced by public companies. Brian Mandell - Mr. Mandell was appointed a director because of his strong background and knowledge with over two decades of senior leadership experience in a variety of roles including commercial and marketing within the industry. Stephen J. Neyland - Mr. Neyland was appointed a director because of his more than two decades of experience in the energy industry and expertise in investor relations, internal controls, audit and merger and acquisition. Mr. Neyland has served as principal financial officer for multiple publicly held entities and is a designated Certified Public Accountant. Bill W. Waycaster - Mr. Waycaster was appointed a director because of his lengthy tenure in the energy industry and executive management experience, spanning a period of over 50 years. Mr. Waycaster contributes valuable insight into strategic, corporate governance, and compliance matters with his prior public company leadership and board experience. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires DCP Midstream GP, LLC’s directors and executive officers, and persons who own more than 10% of a registered class of our equity securities to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of our common units and our other equity securities and to furnish us with copies of such reports. To our knowledge, based solely on a review of the copies of reports and amendments thereto filed electronically with the SEC or furnished to us and written representations of our directors and executive officers that no other reports were required, all Section 16(a) filing requirements applicable to such reporting persons were complied with on a timely basis during the fiscal year ended December 31, 2020. Audit Committee The board of directors of our General Partner has a standing audit committee. The audit committee is composed of three independent directors, William F. Kimble (chairman), Fred J. Fowler, and Bill W. Waycaster, each of whom is able to understand fundamental financial statements and at least one of whom has past experience in accounting or related financial 149 management experience. Mr. Kimble has been designated by the board as the audit committee’s financial expert meeting the requirements promulgated by the SEC as set forth in Item 407(d) of Regulation S-K of the Exchange Act based upon his education and employment experience as more fully detailed in Mr. Kimble’s biography set forth above. The board has determined that each member of the audit committee is independent under Section 303A.02 of the NYSE listing standards and Section 10A(m)(3) of the Exchange Act. In making the independence determination, the board considered the requirements of the NYSE and our Corporate Governance Guidelines. Among other factors, the board considered current or previous employment with us, our auditors or their affiliates by the director or his immediate family members, ownership of our voting securities, and other material relationships with us. The audit committee has adopted a charter, which has been ratified and approved by the board of directors. The primary purpose of the audit committee is to assist the board of directors in its oversight of (1) the integrity of the financial statements of the Partnership, (2) the compliance by the General Partner and the Partnership with legal and regulatory requirements, and the General Partner’s and the Partnership’s Code of Business Ethics, (3) the independent auditor’s qualifications and independence and (4) the performance of the Partnership’s internal audit function and independent auditors. Special Committee The board of directors of our General Partner has a special committee. The special committee, comprised of two or more of our independent directors, is convened on an ad hoc basis upon determination of the board and reviews specific matters that the board believes may involve conflicts of interest, including transactions between us and DCP Midstream, LLC or its affiliates. The special committee determines if the resolution of the conflict of interest is fair and reasonable to us, or on grounds no less favorable to us than generally available from unrelated third parties. The members of the special committee may not be officers or employees of our General Partner or directors, officers or employees of its affiliates. Each of the members of the special committee must meet the independence and experience standards established by the NYSE and the Exchange Act. Any matters approved by the special committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our General Partner of any duties it may owe us or our unitholders. Corporate Governance Guidelines, Code of Business Ethics, and Audit Committee Charter The board of directors of our general partner adopted Corporate Governance Guidelines that outline the important policies and practices regarding our governance. We have adopted a Code of Business Ethics applicable to all persons serving as our directors, officers (including without limitation, our principal executive officer, principal financial officer and principal accounting officer) and employees. We intend to disclose any amendment to or waiver of our Code of Business Ethics that applies to our executive officers or directors on our website at www.dcpmidstream.com in order to satisfy disclosure requirements under SEC and NYSE rules relating to such information. Copies of our Corporate Governance Guidelines, Code of Business Ethics and Audit Committee Charter are available on our website at www.dcpmidstream.com. Copies of these items are also available free of charge in print to any person who sends a request to the office of the Corporate Secretary of DCP Midstream at 370 17th Street, Suite 2500, Denver, Colorado 80202. The information contained on, or connected to, our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC. Meeting of Non-Management Directors and Communications with Directors At each quarterly meeting of the board of directors of our general partner, the independent directors meet in an executive session, which executive sessions are presided over by William F. Kimble. In addition, at each quarterly meeting of the board of directors, the non-management members of the board meet in executive session, which executive sessions are presided over by Fred J. Fowler. Unitholders or interested parties may communicate with any and all members of our board, or any committee of our board, by transmitting correspondence to one or more directors by name or to the chairman of the board or any committee of the board at the following address: Name of the Director(s), c/o Corporate Secretary, DCP Midstream, 370 17th Street, Suite 2500, Denver, Colorado 80202. 150 Report of the Audit Committee The audit committee oversees our financial reporting process on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls over financial reporting. The audit committee operates under a written charter approved by the board of directors. The charter, among other things, provides that the audit committee is responsible for the appointment, compensation, oversight, retention, and termination of the independent auditor. In this context, the audit committee: • • • • • • • • reviewed and discussed quarterly and annual earnings press releases, quarterly unaudited financial statements, and the annual audited financial statements included in this Annual Report on Form 10-K with management and Deloitte & Touche LLP, our independent auditors, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements; reviewed with Deloitte & Touche LLP, who are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles, their judgments as to the quality and acceptability of our accounting principles and such other matters as are required to be discussed with the audit committee under the auditing standards of the Public Company Accounting Oversight Board (PCAOB); received the written disclosures and the letter required by PCAOB Ethics and Independence Rules (independence discussions with audit committees) provided to the audit committee by Deloitte & Touche LLP; discussed with Deloitte & Touche LLP its independence from management and us and considered the compatibility of the provision of nonaudit service by the independent auditors with the auditors’ independence; discussed with Deloitte & Touche LLP the matters required to be discussed by statement on auditing standards No. 16 (PCAOB Auditing Standard No. 16, Communications With Audit Committees, Related Amendments to PCAOB Standards and Transitional Amendments to AU Section 380); discussed with our internal auditors and Deloitte & Touche LLP the overall scope and plans for their respective audits. The audit committee meets with the internal auditors and Deloitte & Touche LLP, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting; based on the foregoing reviews and discussions, recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC; and approved the reappointment of Deloitte & Touche LLP to serve as our independent auditors based on an annual consideration of, among other factors, the following: their historical and recent performance on our audit, the quality and candor of their communications with the audit committee and management, the depth of expertise of their audit team and the value provided by their national office, the appropriateness of their fees, how effectively they maintained their independence, their tenure as our independent auditors, their knowledge of our operations, accounting policies and practices, and internal control over financial reporting, and external data relating to audit quality and performance by them and their peer firms. This report has been furnished by the members of the audit committee of the board of directors: Audit Committee William F. Kimble (Chairman) Fred J. Fowler Bill W. Waycaster The report of the audit committee in this report shall not be deemed incorporated by reference into any other filing by DCP Midstream, LP under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such laws. 151 Item 11. Executive Compensation Compensation Discussion and Analysis General We were formed in 2005. Similar to other publicly traded partnerships, our operations are managed by our general partner, DCP Midstream GP, LP, which in turn is managed by its general partner, DCP Midstream GP, LLC, which we refer to as our General Partner. Our General Partner is 100% owned by DCP Midstream, LLC. When we refer herein to the board of directors, we are referring to the board of directors of our General Partner. Additionally, when we refer herein to the compensation committee, we are referring to the compensation committee of the board of directors of DCP Midstream, LLC, comprised of Chairman Greg C. Garland, Chairman and CEO of Phillips 66 and Al Monaco, President and CEO of Enbridge Inc. We have entered into the Services Agreement with DCP Midstream, LLC pursuant to which, among other matters, DCP Services, LLC makes available its employees who manage and operate our assets and serve as the executive officers, including the named executive officers, or NEOs, of our General Partner. For the year ended December 31, 2020, the NEOs of our General Partner were Wouter T. van Kempen, Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer); Sean P. O’Brien, Group Vice President and Chief Financial Officer (Principal Financial Officer); Brent L. Backes, former Group Vice President and General Counsel, who retired effective December 31, 2020; Don A. Baldridge, President, Operations; and Corey D. Walker, President, Operations. The General Partner has not entered into employment agreements with any of the NEOs. The NEOs do not receive any separate compensation from us for their services to our business or as executive officers of our General Partner. We pay DCP Midstream, LLC the full cost for the compensation of our NEOs. The compensation committee has the ultimate decision-making authority with respect to the compensation that DCP Midstream, LLC pays to the NEOs. Compensation Decisions All compensation decisions concerning the executive officers dedicated to our operations and management are made by the compensation committee. The compensation committee’s responsibilities on compensation matters include the following: • • • • • annually review the Partnership’s goals and objectives relevant to compensation of the NEOs; annually evaluate the NEO’s performance in light of the Partnership’s goals and objectives, and approve the compensation levels for the NEOs; periodically evaluate the terms and administration of short-term and long-term incentive plans to assure that they are structured and administered in a manner consistent with the Partnership’s goals and objectives; retain and terminate any compensation consultant to assist in the evaluation of compensation for NEOs and for directors who are not officers or employees of the General Partner or its affiliates, or our non-employee directors; and periodically review the compensation of our non-employee directors. Compensation Philosophy The Partnership’s compensation program is structured to provide the following benefits: attract, retain and reward talented executive officers by providing compensation competitive with that of other executive officers in our industry; • • motivate executive officers to achieve strong financial and operational performance; • • emphasize performance-based compensation, balancing short-term and long-term results; and reward individual performance. 152 Methodology - Advisors and Peer Companies The compensation committee reviews data from market surveys provided by independent consultants to assess our competitive position with respect to base salary, annual short-term incentives and long-term incentive compensation for our NEOs as well as the compensation package for our non-employee directors. With respect to NEO compensation, the compensation committee also considers individual performance, levels of responsibility, skills and experience. In 2018, management, on behalf of the compensation committee, engaged the services of Mercer, a compensation consultant, to conduct a study to assist us in establishing overall compensation packages for the NEOs for 2019. We consider Mercer to be independent of the Partnership and therefore, the work performed by Mercer does not create a conflict of interest. The Mercer study was based on compensation for a group of peer companies with similar operations obtained from public documents as well as multiple survey sources, including the 2018 Mercer Benchmark Database and the 2018 Mercer Total Compensation Survey for the Energy Sector. The Mercer study was comprised of the following peer companies: Buckeye Partners, L.P. Crestwood Equity Partners LP Enable Midstream Partners LP EnLink Midstream Partners, L.P. Genesis Energy, L.P. Magellan Midstream Partners, L.P. MPLX LP NuStar Energy L.P. ONEOK, Inc. Targa Resources Corp. Western Gas Partners, LP Studies such as this generally include only the most highly compensated officers of each company, which correlates with the NEOs. The results of the 2018 study as well as other factors such as targeted performance objectives served as a benchmark for establishing total annual direct compensation packages for the NEOs. Peer data from the 2018 Mercer study and the data point that represents the 50th percentile of the market in the surveys were used. Consistent with generally accepted practices, to assess the competitiveness of the total annual direct compensation packages for the NEOs for 2020, we relied upon both the 2018 study as well as expectations for 2020 compensation, as provided by Mercer, including base pay increases averaging 3% and no changes to annual or long-term incentive targets. Components of Compensation The total annual direct compensation program for the NEOs consists of three components: (1) base salary; (2) a short-term cash incentive, or STI, which is based on a percentage of annual base salary; and (3) a long-term incentive consisting of a grant of performance units and phantom units, which are based on a percentage of annual base salary. In February 2020, the compensation committee approved base salary, short-term incentive targets, and long- term incentive targets for our NEOs that were to be effective March 23, 2020 as follows: Name and Principal Position Base Salary Wouter T. van Kempen, Chairman, President & CEO Sean P. O'Brien, Group Vice President & Chief Financial Officer Brent L. Backes, Group Vice President & General Counsel Don A. Baldridge, President, Operations Corey D. Walker, President, Operations $730,000 $473,530 $449,660 $425,000 $425,000 Short-Term Incentive Target 100% 75% 65% 75% 75% Long-Term Incentive Target 375% 245% 140% 250% 250% Total $4,197,500 $1,988,826 $1,371,463 $1,806,250 $1,806,250 In response to the COVID-19 pandemic and the global demand destruction that impacted our industry, we implemented various cost reductions including the deferral of the foregoing base salary adjustments that were to go into effect on March 23, 2020. Additionally, in furtherance of our cost reductions, our NEOs voluntarily requested a temporary pay reduction from their approved 2020 base salaries of 15% for Mr. van Kempen and 10% for the rest of the NEOs, effective April 20, 2020. In allocating compensation among base salary, short-term incentives and long-term incentives we believe a significant portion of the compensation of the NEOs should be performance-based since these individuals have a greater opportunity to influence our performance. In making this allocation, we have relied in part on the updated Mercer study and considered each component of compensation as described below. Base Salary - Base salaries for NEOs are determined based upon individual performance, levels of responsibility, skills and experience, and comparisons to the salaries of individuals in similar positions obtained from the Mercer study. The goal of the 153 base salary component is to compensate NEOs at a level that approximates the median salaries of individuals in comparable positions at comparably sized companies in our industry. The base salaries for NEOs are generally reevaluated annually as part of our performance review process, or when there is a change in the level of job responsibility. The compensation committee annually considers and approves a merit increase in base salary based upon the results of this performance review process. Merit increases are based on industry trends and a review of individual performance in certain categories, such as business values, environmental, health & safety performance, leadership, financial results, project results, attitude, ability and knowledge. Short-Term Cash Incentive - Under the STI plan, annual cash incentives are provided to executives to promote the achievement of our performance objectives. Target incentive opportunities for executives under the STI are established as a percentage of base salary. Incentive amounts are intended to provide total cash compensation at the market median for executive officers in comparable positions when target performance is achieved, below the market median when performance is less than target and above the market median when performance exceeds target. The updated Mercer study was used to determine the competitiveness of the incentive opportunity for comparable positions. STI payments generally occur in March of each year for the prior fiscal year’s performance. The 2020 STI objectives were initially designed and proposed by our Chairman of the Board, President, and CEO and subsequently approved by the compensation committee. All STI objectives are tied to the performance of the Partnership and are subject to change each year based on annual strategic priorities and goals. The 2020 objectives comprising the total STI opportunity for the NEOs are described below. The 2021 objectives will be substantially the same except for the removal of the customer experience component. Financial objectives (60% of total STI): • • Distributable Cash Flow. An objective intended to capture the annual amount of cash that is available for the quarterly distributions to our unitholders. For this objective, we established a range of performance from a minimum of $730 million to a maximum of $830 million. Constant Price Cash Generation. An objective intended to capture the cash generated from operations for the Partnership excluding the effect of commodity prices. For this objective, we established a range of performance from a minimum of $1,130 million to a maximum of $1,235 million. Cost. An objective intended to capture the ongoing operating and general and administrative costs of the Partnership. For this objective, we established a range of performance from a minimum of $1,020 million to a maximum of $950 million. • Operational Excellence objectives (20% of total STI): • Operations/ICC. An objective intended to measure efficiencies created by leveraging the capabilities of our Integrated Collaboration Center (ICC). • Customer Experience. An objective to leverage existing technologies to provide DCPs customers with an enhanced level of service and to implement a digital platform to mitigate risks and maximize the NGL value chain. • Workforce of Today. An objective to improve the skills and versatility of our employees to support the efficient and reliable operation of our assets. • Culture and People. Regrettable turnover is the key measure DCP uses to track and reduce the turnover of key and critical employees whose skills and talent are very hard to replace. In addition, a Culture & People scorecard is used to improve the attraction and retention of a diverse mix of talent across DCP. Safety & Environmental Objectives (20% of total STI): • • Total Recordable Injury Rate (TRIR). An objective of both employee and contractor incident rates covering the assets of the Partnership. For this objective, the maximum level of performance is a TRIR of 0.23 and the minimum level of performance is a TRIR of 0.49. Process Safety Event Rate (PSE Rate). An objective using Tier 1 and 2 process safety events covering the assets of the Partnership. For this objective, the maximum level of performance is a PSE Rate of 0.92 and a minimum level of performance is a PSE Rate of 1.70. 154 • Total Emissions. An objective of air emissions, natural gas vented or flared, covering the assets of the Partnership. For this objective, we have established certain levels of emissions at such assets. The payout on the Partnership objectives range from 0% if the minimum level of performance is not achieved, 50% if the minimum level of performance is achieved, 100% if the target level of performance is achieved and 200% if the maximum level of performance is achieved. When the performance level falls between these percentages, payout will be evaluated using straight-line interpolation with the final percentages determined by the compensation committee. Early in 2021, management prepared a report on the achievement of the Partnership objectives during 2020. These results were then reviewed and approved by the compensation committee. The level of performance achieved in 2020 for each of the STI objectives was as follows: STI Objectives Level of Performance Achieved Distributable Cash Flow Constant Price Cash Generation Cost Operations/ICC Customer Experience Workforce of Today Culture & People Total Recordable Injury Rate (TRIR) Process Safety Event Rate (PSE Rate) Total Emissions At Maximum Between Target and Maximum At Maximum Between Minimum and Target Between Target and Maximum At Minimum At Target Between Minimum and Target At Maximum At Maximum Long-Term Incentive Plan - The LTIP has the objective of providing a focus on long-term value creation and enhancing executive retention. Under the LTIP, phantom units, which are notional units based on the fair market value of our common units, are issued where half of such phantom units are strategic performance units, or SPUs, and half are restricted phantom units, or RPUs. The SPUs will vest at a multiple based upon the level of achievement of certain performance objectives over a three-year performance period, or the Performance Period, and will settle in cash. The RPUs will vest if the executive officer remains employed at the end of a three-year vesting period, or the Vesting Period, or earlier in the case of death, disability, retirement, or layoff. Our RPUs have historically settled in cash; however, starting with the 2020 grants, RPUs will be settled through the issuance of common units. The SPU and RPU awards are granted annually with a three-year Performance Period and Vesting Period, respectively. We believe this program promotes retention of the executive officers, and focuses the executive officers on the goal of long-term value creation. For 2020, the SPUs had the following two performance measures: (1) three-year distributable cash flow, or DCF, as defined in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” per common unit of the Partnership over the Performance Period, which DCF per common unit will be determined using our 2022 financial statements; and (2) relative total shareholder return, or RTSR, defined as total shareholder return of the Partnership over the three-year Performance Period relative to the following peer group: Antero Midstream Corporation Cheniere Energy, Inc. Crestwood Equity Partners LP Enable Midstream Partners, LP EnLink Midstream, LLC Equitrans Midstream Corporation Genesis Energy, L.P. Holly Energy Partners, L.P. Magellan Midstream Partners, L.P. MPLX LP NGL Energy Partners LP NuStar Energy L.P. ONEOK, Inc. Phillips 66 Partners LP Shell Midstream Partners, L.P. Summit Midstream Partners, LP Targa Resources Corp. TC PipeLines, LP Western Midstream Partners, LP Half of the SPUs will be measured against the DCF per common unit performance measure and the other half will be measured against the RTSR performance measure. The compensation committee believes in utilizing the DCF per common unit of the Partnership, which is a liquidity and performance measure that reflects our ability to make cash distributions to our unitholders, and RTSR, which reflects our performance as compared to a group of representative companies that investors use to assess our relative performance, because they measure management’s effectiveness and directly align the performance of the 155 NEOs with the success of the Partnership. We believe these performance measures provide management with appropriate incentives for our disciplined and steady growth and execution of our strategic priorities. SPU and RPU awards include the right to receive dividend equivalent rights, or DERs, during the Performance Period or Vesting Period, as applicable, based on the number of phantom common units granted. The DERs on the SPUs are paid in cash when SPUs are settled at the end of the Performance Period and the DERs on the RPUs are paid quarterly in cash during the Vesting Period. The amount paid on the DERs is equal to the quarterly distributions actually paid on the underlying common units during the Performance Period and the Vesting Period on the number of SPUs earned or RPUs granted, respectively. Our practice is to determine the dollar amount of long-term incentive compensation that we want to provide, and to then grant a number of SPUs and RPUs that have a fair market value equal to that amount on the date of grant, which is based on the average closing price of our common units on the NYSE for the 20 trading days prior to the date of grant under the LTIP. Target long-term incentive opportunities for executives under the plan are established as a percentage of base salary, using the Mercer study data for individuals in comparable positions. In the event an award recipient’s employment is terminated after the first anniversary of the grant date for reasons of death, disability, retirement, or layoff, the recipient’s: (i) SPUs will contingently vest on a pro rata basis for time worked over the Performance Period and final performance, measured at the end of the Performance Period, will determine the payout and (ii) RPUs will become fully vested and payable. Termination of employment for any other reason will result in the forfeiture of any unvested units and unpaid DERs. Unit Ownership Guidelines - In order to further align the interests of our officers with the interests of our unitholders, we have adopted guidelines that our officers beneficially own common units having a value as set forth in the table below. Officers are expected to reach this guideline within five years of becoming subject to the guidelines and to maintain such minimum ownership level during the tenure of their position. The following table sets forth the ownership guidelines for our named executive officers: Position CEO All other NEOs Multiple of Base Salary 5x 3x DCP common units owned, unvested common unit-settled RPUs, and investments in DCP common units in the Executive Deferred Compensation Plan are included when determining whether an executive has met the required ownership levels. Compliance with the unit ownership guidelines is reviewed annually. All NEOs currently comply with these unit ownership guidelines or are on track to comply within the applicable five-year period. Other Compensation - In addition, executives are eligible to participate in other compensation programs, which include but are not limited to: Company Matching and Retirement Contributions to Defined Contribution Plans - Executives may elect to participate in a 401(k) and retirement plan. Under the plan, executives may elect to defer up to 75% of their eligible compensation, or up to the limits specified by the Internal Revenue Service. We match the first 6% of eligible compensation contributed by the executive to the plan. In addition, we make retirement contributions ranging from 4% to 7% of the eligible compensation of qualifying participants to the plan, based on years of service, up to the limits specified by the Internal Revenue Service. We have no defined benefit plans. Miscellaneous Compensation - Executive officers are eligible to participate in a non-qualified deferred compensation program. Executive officers can defer up to 75% of their base salary, up to 90% of their STI and up to 100% of their LTIP or other compensation. Executive officers elect either to receive amounts contributed during specific plan years as a lump sum at a specific date, subject to Internal Revenue Service rules, as an annuity (up to five years) at a specific date, subject to Internal Revenue Service rules, or in a lump sum or annual annuity (over three to ten years) at termination. Within the non-qualified deferred compensation program is a non-qualified, defined contribution retirement plan in which benefits earned under the plan are attributable to compensation in excess of the annual compensation limits under Section 401(k) of the Code. Under this part of the plan, we contribute up to 13% of annual compensation, as defined by the plan, to the non-qualified deferred compensation program. Benefit Programs - We provide employees, including the executive officers, with a variety of health and welfare benefit programs. The health and welfare programs are intended to protect employees against catastrophic loss and promote well-being. 156 These programs include medical, dental, life insurance, accidental death and disability, and long-term disability. We also provide employees with a monthly parking pass or a pass to be used on public transportation systems. We do not provide any material perquisites or any other personal benefits to our executives. We are a partnership and not a corporation for U.S. federal income tax purposes, and therefore, are not subject to the executive compensation tax deductible limitations of Section 162(m) of the Code. Accordingly, none of the compensation paid to NEOs is subject to the limitation. Board of Directors Report on Compensation Our General Partner’s board of directors does not have a compensation committee. The board of directors of the General Partner has reviewed and discussed with management the “Compensation Discussion and Analysis” presented above. Members of management with whom the board of directors had discussions are the Chairman of the Board, President, and Chief Executive Officer of the General Partner and the Group Vice President and Chief Human Resources Officer of DCP Midstream, LLC. In addition, we engaged the services of Mercer, a compensation consultant, to conduct a study to assist us in establishing overall compensation packages for the executives. Based on this review and discussion, the board of directors of the General Partner recommended that the “Compensation Discussion and Analysis” referred to above be included in this Annual Report on Form 10-K for the year ended December 31, 2020. The information contained in this Board of Directors Report on Compensation shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filing with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act. Board of Directors Wouter T. van Kempen (Chairman) Allen C. Capps Heather Crowder Fred J. Fowler William F. Kimble Brian Mandell Stephen J. Neyland Bill W. Waycaster 157 The following tables and accompanying narrative disclosures provide information regarding compensation of our named executive officers, or NEOs, as of December 31, 2020. Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to the named executive officers of our General Partner for the services they provided to our business: Name and Principal Position Year Salary LTI Awards (a) Non-Equity Incentive Plan Compensation (b) All Other Compensation (c) Wouter T. van Kempen, Chairman of the Board, President and Chief Executive Officer 2020 $ 2019 $ 2018 $ 670,154 $ 691,742 $ 679,292 $ 2,737,447 $ 2,467,198 $ 1,877,950 $ 1,007,130 $ 1,003,026 $ 1,039,657 $ Sean P. O’Brien, Group Vice President and Chief Financial Officer 2020 $ 2019 $ 2018 $ 454,186 $ 453,846 $ 428,117 $ 1,160,324 $ 1,034,276 $ 875,653 $ Brent L. Backes, former Group Vice President and General Counsel (d) Don A. Baldridge, President, Operations Corey D. Walker, President, Operations (e) 2020 $ 2019 $ 2018 $ 431,290 $ 433,135 $ 420,518 $ 419,888 $ 611,135 $ 593,418 $ 2020 $ 2019 $ 2018 $ 404,533 $ 399,975 $ 386,338 $ 1,062,441 $ 706,663 $ 682,430 $ 2020 $ 2019 $ 2018 $ 338,365 $ — $ — $ 4,239,236 $ — $ — $ 511,925 $ 493,558 $ 540,568 $ 421,302 $ 449,053 $ 418,341 $ 455,959 $ 434,973 $ 487,815 $ 564,380 $ — $ — $ 858,090 925,285 650,366 396,208 463,715 306,141 315,765 345,702 296,270 316,805 377,289 245,738 745,405 — — Total 5,272,821 5,087,251 4,247,265 2,522,643 2,445,395 2,150,479 1,588,245 1,839,025 1,728,547 2,239,738 1,918,900 1,802,321 5,887,386 — — $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ (a) The amounts in this column reflect the grant date fair value of strategic performance units, or SPUs, and restricted phantom units, or RPUs granted under the LTIP, and are computed in accordance with the provisions of the FASB Accounting Standards Codification, or ASC, 718 “Compensation-Stock Compensation”, or ASC 718. SPU awards are subject to performance conditions and the amounts shown are for target performance because target is the probable outcome. For SPUs granted in 2020, the performance conditions are between 0% if the minimum level of performance is not achieved to 200% if the maximum level of performance is achieved. The maximum value payable on the SPUs based on the 2020 grant date fair value, assuming the SPUs vested at the highest level of performance conditions, would be $2,737,466 for Wouter T. van Kempen, $1,160,313 for Sean P. O’Brien, $210,224 for Brent L. Backes, $1,062,513 for Don A. Baldridge, and $926,257 for Corey D. Walker. (b) Includes amounts payable under the STI Plan, including any amounts voluntarily deferred into the nonqualified deferred compensation plan. These amounts are expected to be paid in March 2021. (c) Includes DERs, Partnership contributions to the defined contribution plan and Partnership contributions to the nonqualified deferred compensation plan and relocation costs, as described in more detail below. (d) Mr. Backes retired effective December 31, 2020. (e) Mr. Walker was hired effective February 17, 2020. 158 All Other Compensation “All Other Compensation” in the summary compensation table includes the following for 2020: Name Wouter T. van Kempen Sean P. O’Brien Brent L. Backes Don A. Baldridge Corey D. Walker Company contributions to defined contribution plans $ $ $ $ $ 31,350 $ 31,350 $ 37,050 $ 31,350 $ 26,021 $ Company contributions to nonqualified deferred compensation program DERs Other 359,497 $ 162,540 $ 162,543 $ 123,004 $ — $ 467,243 $ 202,318 $ 96,677 $ 162,451 $ 258,122 $ — — 19,495 — 461,262 Total $ $ (a) $ $ (b) $ 858,090 396,208 315,765 316,805 745,405 (a) The amount represents vacation paid following retirement. (b) This amount includes $320,000 for short-term incentives forfeited from Mr. Walker's prior employer and $141,262 for relocation expenses. Grants of Plan-Based Awards Following are the grants of plan-based awards to the NEOs during the year ended December 31, 2020: Estimated Future Payouts under Non-Equity Incentive Plan Awards (a) Estimated Future Payouts under Equity Incentive Plan Awards Grant Date (b) Minimum ($) Target ($) Maximum ($) Minimum (#) Target (#) Maximum (#) Grant Date Fair Value of LTIP Awards ($) Name Wouter T. van Kempen SPUs RPUs N/A Sean P. O’Brien N/A SPUs RPUs Brent L. Backes N/A SPUs RPUs Don A. Baldridge N/A SPUs RPUs Corey D. Walker N/A SPUs RPUs $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 340,640 280,338 670,154 $ — $ — $ $ — $ — $ $ — $ — $ $ — $ — $ 253,774 $ — $ — $ 303,400 1,340,308 — — 681,279 — — 560,677 — — 606,799 — — 507,548 — — — — 68,180 — — 28,900 — — 15,680 — — 26,460 — — 188,100 — 57,660 68,180 — 24,440 28,900 — 4,428 (c) 15,680 — 22,380 26,460 — 19,510 188,100 (d) — $ 115,320 $ 68,180 $ — $ 48,880 $ 28,900 $ — $ 8,856 $ 15,680 $ — $ 44,760 $ 26,460 $ — $ 39,020 $ 188,100 $ — 1,368,733 1,368,714 — 580,157 580,168 — 105,112 314,776 — 531,256 531,185 — 463,128 3,776,108 (a) Amounts shown represent amounts under the STI. If minimum levels of performance are not met, then the payout for one or more of the components of the STI may be zero. (b) Grant Date is not applicable with respect to Non-Equity Incentive Plan Awards. The SPUs awarded on January 1, 2020 under the LTIP will vest in their entirety on December 31, 2022 if the specified performance conditions are satisfied or, if minimum levels of performance are not met, then the payout may be zero. The RPUs awarded on February 28, 2020 under the LTIP will vest in their entirety on February 27, 2023 if the NEO is still employed by DCP, or earlier in the case of death, disability, retirement or layoff. 159 (c) Units reflect contingently vested SPUs awarded in 2020, net of forfeiture of 8,832 units triggered by his departure effective December 31, 2020. (d) Amount includes 161,640 cash-settled RPUs awarded on February 28, 2020 as compensation for long term incentives forfeited from Mr. Walker's prior employer. These cash-settled RPUs will vest on February 27, 2023. Outstanding Equity Awards at Fiscal Year-End Following are the outstanding equity awards for the NEOs as of December 31, 2020: Name Wouter T. van Kempen Sean P. O’Brien Brent L. Backes (c) Don A. Baldridge Corey D. Walker Outstanding LTIP Awards Equity Incentive Plan Awards: Unearned Units That Have Not Vested (a) Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested (b) 304,370 $ 128,450 $ 22,168 $ 105,840 $ 227,120 $ 6,270,347 2,645,475 495,312 2,164,454 4,282,351 (a) SPUs awarded in 2019 and 2020 vest in their entirety over a range of 0% to 200% on December 31, 2021 and 2022, respectively, if the specified performance conditions are satisfied. RPUs awarded in 2019 and 2020 vest in their entirety on December 31, 2021 and February 27, 2023, respectively, if still employed. To determine the outstanding awards, the calculation of the number of SPUs that are expected to vest is based on assumed performance of 200% as the previous fiscal year performance has exceeded target performance. (b) Value calculated based on the closing price on the NYSE on December 31, 2020 of our common units of $18.52. The disclosed value includes distribution equivalents earned but not vested as of December 31, 2020 with respect to SPUs awarded in 2019 and 2020. Distribution equivalents accrued in 2020 on outstanding SPUs are also reported within “All Other Compensation” in the Summary Compensation Table. (c) Outstanding units reflect contingently vested SPUs awarded in 2019 and 2020, net of forfeiture of 12,156 units triggered by his departure effective December 31, 2020. Stock Awards Vested Following are the stock awards vested for the NEOs for the year ended December 31, 2020: Name Wouter T. van Kempen Sean P. O’Brien Brent L. Backes (b) Don A. Baldridge Corey D. Walker Stock Awards Number of Units Acquired on Vesting Value Realized on Vesting (a) 60,464 $ 28,193 $ 26,586 $ 21,972 $ — $ 1,667,905 770,626 644,427 602,023 220,077 (a) Value calculated based on the average closing prices on the NYSE for the last 20 trading days in 2020 of our common units of $19.45. The disclosed value includes distribution equivalents accrued as of December 31, 2020 with respect to SPUs awarded in 2018 and distribution equivalents paid in 2020 on RPUs awarded in 2018, 2019 and 2020. The distribution equivalents attributable to 2020 for such SPUs, and the distribution equivalents attributable to all of such RPUs, are also reported within “All Other Compensation” in the Summary Compensation Table. (b) Includes 15,680 units that vested on December 31, 2020 due to his retirement and were settled in units, the value of which is based on the closing price on the NYSE on December 30, 2020 of $18.44. 160 Nonqualified Deferred Compensation Following is the nonqualified deferred compensation for the NEOs for the year ended December 31, 2020: Name Wouter T. van Kempen Sean P. O’Brien Brent L. Backes Don A. Baldridge Corey D. Walker Executive Contributions in Last Fiscal Year (a) Registrant Contributions in Last Fiscal Year (b) Aggregate Earnings in Last Fiscal Year (c) Aggregate Withdrawal/ Distributions Aggregate Balance at December 31, 2020 (d) $ $ $ $ $ 185,462 $ 233,429 $ 73,319 $ $ 175,418 6,277 $ 359,497 $ 162,540 $ 162,543 $ $ 123,004 — $ 3,634,450 $ 760,800 $ 523,338 $ $ 792,482 1,037 $ — $ (24,504) $ $ (92,981) — $ — $ 7,646,672 2,107,177 4,089,649 2,680,151 7,314 (a) These amounts are included in the Summary Compensation Table for the year 2020 as follows: $13,403 for Mr. van Kempen, $73,319 for Mr. Backes, $40,453 for Mr. Baldridge and $6,277 for Mr. Walker. (b) These amounts are included in the Summary Compensation Table for the year 2020. (c) At the election of each executive officer, the performance of non-qualified deferred compensation is linked to certain mutual funds, a DCP Common Unit Fund or to the US High Yield BB rated Bond Index specific to the Energy sector. (d) Includes amounts previously reported in the Summary Compensation Table for prior years. Potential Payments upon Termination or Change in Control The General Partner has not entered into any employment agreements with any of our executive officers. The NEOs participate in executive severance arrangements maintained by DCP Services, LLC in the event of termination of employment that is involuntary or not for cause. As noted above, the SPUs, RPUs and the related dividend equivalent rights, or DERs, will become payable to executive officers under certain circumstances related to termination. When an employee terminates employment, they are entitled to a cash payment for the amount of unused vacation hours at the date of their termination. Retirement eligible employees who provide at least 30 days' notice of retirement are entitled to a cash payment for the amount of earned but unused vacation hours plus unearned vacation hours for the year of retirement. In the event of a change in control, the disposition of SPUs, RPUs and the related DERs will be determined by the board of directors of DCP Midstream, LLC. There are no formal plans for severance in the event of a change in control. 161 The following table presents payments in the event of retirement, death, or disability, as may be applicable, as of the last business day of 2020: Wouter T. van Kempen Sean P. O’Brien Brent L. Backes (a) Don A. Baldridge Corey D. Walker (b) 2020 STI 2018 LTI Accelerated LTIP Total $ $ $ $ $ 1,007,130 $ 511,925 $ 421,302 $ 455,959 $ 381,380 $ 1,458,967 $ 680,282 $ 461,018 $ 530,173 $ — $ 3,181,395 $ 1,341,795 $ 741,310 $ 1,088,013 $ 3,798,841 $ 5,647,492 2,534,002 1,623,630 2,074,145 4,180,221 (a) Amounts reflect actual payments made and/or payable in connection with Mr. Backes’s retirement effective December 31, 2020. (b) Amount includes 161,640 cash-settled RPUs awarded on February 28, 2020 as compensation for long term incentives forfeited from Mr. Walker's prior employer. These cash-settled RPUs will vest on February 27, 2023. The following table presents additional payments in the event of termination for reasons other than cause as of the last business day of 2020: Severance Wouter T. van Kempen Sean P. O’Brien Brent L. Backes Don A. Baldridge Corey D. Walker CEO Pay Ratio $ $ $ $ $ 1,241,000 639,266 607,041 573,750 573,750 We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Wouter T. van Kempen, the Chairman of the Board, President, and CEO of our General Partner: For 2020, our last completed fiscal year, the median of the annual total compensation of all employees of our company (other than our CEO) was $129,969 and the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $5,272,821. Based on this information, for 2020, Mr. van Kempen’s total annual compensation was 41 times that of the median of the annual total compensation of all employees. To identify the median of the annual total compensation of all our employees (other than our CEO), as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: • We determined that, as of December 31, 2020, our employee population consisted of 1,837 individuals with all of these individuals located in the United States (as reported in Item 1, Business, in this Annual Report on Form 10-K). This population consisted of our full-time, part-time, and temporary employees. • To identify the "median employee" from our employee population, we compared the 2020 earnings eligible in the short-term incentive plan plus the short-term incentive earned in 2019 that was paid in 2020 as reflected in our payroll records for 2020. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since all our employees are located in the United States, as is our CEO, we did not make any cost-of-living adjustments in identifying the "median employee." • With respect to calculating the total annual compensation disclosed above for the median employee, we combined all of the elements of such employee’s total compensation for 2020. • The pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodologies described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions. The application of various methodologies may result in significant differences in the results reported by other SEC 162 reporting companies. As a result the pay ratio reported by other SEC reporting companies may differ substantially from, and may not be comparable to, the pay ratio we disclose above. Director Compensation General - Members of the board of directors who are officers or employees of the General Partner or its affiliates do not receive compensation for serving as directors. For 2020, the board approved an annual compensation package for non-employee directors, consisting of an annual $90,000 cash retainer and an annual grant of common units that approximate $100,000 of value on the date of grant. Chairpersons of committees of the board received an additional annual cash retainer of $20,000. All cash retainers were paid on a quarterly basis in arrears. Directors did not receive additional fees for attending meetings of the board or its committees. The directors were reimbursed for out-of-pocket expenses associated with their membership on the board of directors. Unit Ownership Guidelines - In order to further align the interests of our non-employee directors with the interests of our unitholders, we have adopted guidelines that our non-employee directors beneficially own common units having a value of at least a 3x multiple of the annual cash retainer. Non- employee directors are expected to reach this guideline within five years of becoming a director and to maintain such minimum ownership level during the tenure of the directorship. All non-employee directors currently comply with these unit ownership guidelines. The following table sets forth the compensation earned by the General Partner’s non-employee directors for the year ended December 31, 2020: Name Fred J. Fowler William F. Kimble (b) Bill W. Waycaster (c) Fees Earned in Cash Unit Awards (a) $ $ $ 90,000 $ 110,000 $ 110,000 $ 100,512 $ 100,512 $ 100,512 $ Total 190,512 210,512 210,512 (a) The amounts in this column reflect the grant date fair value of common unit awards computed in accordance with ASC 718. (b) Mr. Kimble earned an additional $20,000 in fees as the audit committee chair. (c) Mr. Waycaster earned an additional $20,000 in fees as the special committee chair. Each director is entitled to be fully indemnified by us for his actions associated with being a director to the fullest extent permitted under Delaware law. 163 Compensation Committee Interlocks and Insider Participation As discussed above, our General Partner’s board of directors does not maintain a compensation committee. In 2020, the compensation committee of the board of directors of DCP Midstream, LLC, the owner of our General Partner, determined all elements of compensation for our NEOs. Only Mr. van Kempen was a director and a NEO of our General Partner. Further Mr. van Kempen is a non-voting member of the board of directors of DCP Midstream, LLC; however, he is not a member of the compensation committee thereof, nor did he participate in deliberations of such board with regard to his own compensation. During 2020, none of our NEOs served as a director or member of a compensation committee of another entity that has or has had an executive officer who served as a member of our board of directors, the board of directors of DCP Midstream, LLC, or the compensation committee of the board of directors of DCP Midstream, LLC. 164 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters The following table sets forth the beneficial ownership of our common units and Preferred Units for: • • • • each person known by us to be the beneficial owner of more than 5% of our common units; each director of DCP Midstream GP, LLC; each NEO of DCP Midstream GP, LLC; and all directors and executive officers of DCP Midstream GP, LLC as a group. The percentage of total common units beneficially owned is based on 208,360,311 outstanding common units and the percentage of Series A Preferred Units beneficially owned is based on 500,000 outstanding Series A Preferred Units as of February 17, 2021. None of the named beneficial owners set forth in the table below owns any of the 6,450,000 outstanding Series B Preferred Units or any of the 4,400,000 outstanding Series C Preferred Units as of February 17, 2021. Name of Beneficial Owner (a) DCP Midstream, LLC (b) DCP Midstream GP, LP (c) ALPS Advisors, Inc. (d) Wouter T. van Kempen Sean P. O'Brien Brent L. Backes George R. Green Don Baldridge Corey Walker Allen C. Capps Heather Crowder Fred J. Fowler William F. Kimble Brian Mandell Stephen J. Neyland Bill W. Waycaster All directors and executive officers as a group (13 persons) Common Units Beneficially Owned 117,762,526 66,887,618 11,366,484 67,040 16,500 29,189 718 20,689 25,000 — — 54,200 20,100 — — 20,100 253,536 Percentage of Common Units Beneficially Owned 56.5% 32.1% 5.46% * — Series A Preferred Units Beneficially Owned — — — 750 — 150 Percentage of Series A Preferred Units Beneficially Owned — — — * — * * * — — * * — — * * 50 — — — — — — — — 950 * * — — — — — — — — * _____________ * Less than 1%. (a) Unless otherwise indicated, the address for all beneficial owners in this table is 370 17th Street, Suite 2500, Denver, Colorado 80202. (b) Includes 50,874,908 common units directly held by DCP Midstream, LLC ("Midstream"); 597,455 common units held in a rabbi trust established in connection with Midstream’s executive deferred compensation plan (the “Plan”), which common units were acquired by the Plan on the open market and are being held by the Plan for the sole purpose of funding the Plan’s deferred compensation liabilities associated with certain investment elections made by participants to invest in phantom units that are economically equivalent to common units; and 66,887,618 common units directly held by DCP Midstream GP, LP. DCP Midstream, LLC is the sole member of DCP Midstream GP, LLC, which is the general partner of DCP Midstream GP, LP, and therefore may be deemed to indirectly beneficially own such securities, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. (c) DCP Midstream GP, LLC is the general partner of DCP Midstream GP, LP and therefore may be deemed to indirectly beneficially own such securities, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. (d) As reported on Schedule 13G/A filed with the SEC on February 9, 2021 by ALPS Advisors, Inc. and Alerian MLP ETF each with an address of 1290 Broadway, Suite 1000, Denver, Colorado 80203. The Schedule 13G/A reports that ALPS Advisors, Inc. (“AAI”), an investment adviser registered under the Investment Advisers Act of 1940, as amended, furnishes 165 investment advice to investment companies registered under the Investment Company Act of 1940, as amended (collectively referred to as the “Funds”). In its role as investment advisor, AAI has voting and/or investment power over the registrant's common units that are owned by the Funds, and may be deemed to be the beneficial owner of such common units held by the Funds. Alerian MLP ETF is an investment company registered under the Investment Company Act of 1940 and is one of the Funds to which AAI provides investment advice. Alerian MLP ETF has shared voting and investment power over 11,366,484 common units. The common units reported herein are owned by the Funds and AAI disclaims beneficial ownership of such common units. Equity Compensation Plan Information The following table sets forth information about our equity compensation plans as of December 31, 2020. Plan Category Equity compensation plans approved by unitholders (1) Equity compensation plans not approved by unitholders Total Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) 303,670 $ — 303,670 $ — — — 531,447 — 531,447 1. This information relates to our 2016 LTIP, which was approved by unitholders at a special meeting on April 28, 2016. For more information on our 2016 LTIP, refer to Note 17. "Equity-Based Compensation" in the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.” 166 Item 13. Certain Relationships and Related Transactions, and Director Independence Distributions and Payments to our General Partner and its Affiliates The following table summarizes the distributions and payments to be made by us to our General Partner and its affiliates in connection with our ongoing operation and liquidation. These distributions and payments are determined by and among affiliated entities and, consequently, are not the result of arm’s-length negotiations. Operational Stage: Distributions of Available Cash to our General Partner and its affiliates Payments to our General Partner and its affiliates Withdrawal or removal of our General Partner Liquidation Stage: Liquidation Services Agreement We will generally make cash distributions to the unitholders, which includes our general partner and its affiliates, in accordance with their pro rata interest. For further information regarding payments to our General Partner, please see the “Services Agreement” section below. If our General Partner withdraws or is removed, its general partner interest will be sold to the new general partner in exchange for cash in amount equal to the fair market value of such interest. Upon our liquidation, the partners, including our General Partner, will be entitled to receive liquidating distributions according to their respective capital account balances. Under the Service Agreement, we are required to reimburse DCP Midstream, LLC for costs, expenses, and expenditures incurred or payments made on our behalf for general and administrative functions including, but not limited to, legal, accounting, compliance, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, benefit plan maintenance and administration, credit, payroll, internal audit, taxes and engineering, as well as salaries and benefits of seconded employees, insurance coverage and claims, capital expenditures, maintenance and repair costs and taxes. There is no limit on the reimbursements we make to DCP Midstream, LLC under the Services Agreement for costs, expenses and expenditures incurred or payments made on our behalf. Our General Partner and its affiliates will also receive payments from us pursuant to the contractual arrangements described below under the caption “Contracts with Affiliates.” The Services Agreement, other than the indemnification provisions, will be terminable by DCP Midstream, LLC at its option if our general partner is removed without cause and units held by our general partner and its affiliates are not voted in favor of that removal. The Services Agreement will also terminate in the event of a change of control of us, our General Partner or DCP Midstream, LLC. Competition None of DCP Midstream, LLC, or any of its affiliates, including Phillips 66 and Enbridge, is restricted, under either the Partnership Agreement or the Services Agreement, from competing with us. DCP Midstream, LLC and any of its affiliates, including Phillips 66 and Enbridge, may acquire, construct or dispose of additional midstream energy or other assets in the future without any obligation to offer us the opportunity to purchase or construct those assets. Contracts with Affiliates We sell a portion of our residue gas and NGLs to and purchase NGLs from Phillips 66 and its respective affiliates. We anticipate continuing to purchase and sell these commodities to Phillips 66 and its respective affiliates in the ordinary course of business. We purchase NGLs from Enbridge and its affiliates. We anticipate continuing to purchase commodities from Enbridge and its affiliates in the ordinary course of business. Unconsolidated Affiliates Under the terms of their respective operating agreements, Sand Hills and Southern Hills are required to reimburse us for any direct costs or expenses (other than general and administration services) which we incur on behalf of Sand Hills and Southern Hills. Additionally, Sand Hills and Southern Hills each pay us an annual service fee of $5 million, for centralized corporate functions provided by us as operator of Sand Hills and Southern Hills, including legal, accounting, cash management, 167 insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering. Except with respect to the annual service fee, there is no limit on the reimbursements Sand Hills and Southern Hills make to us under the respective operating agreements for other expenses and expenditures which we incur on behalf of Sand Hills or Southern Hills. Transportation Arrangements The Texas Express, Front Range, Sand Hills, Southern Hills, Gulf Coast Express and Cheyenne Connector pipelines have in place 10 to 15-year transportation agreements with us pursuant to which we have committed to transport minimum throughput volumes at rates defined in each respective pipeline’s tariffs. Review, Approval or Ratification of Transactions with Related Persons Our Partnership Agreement contains specific provisions that address potential conflicts of interest between the owner of our general partner and its affiliates, including DCP Midstream, LLC on one hand, and us and our subsidiaries, on the other hand. Whenever such a conflict of interest arises, our general partner will resolve the conflict. Our general partner may, but is not required to, seek the approval of such resolution from the special committee of the board of directors of our general partner, which committee is comprised of independent directors and acts as our conflicts committee. The Partnership Agreement provides that our general partner will not be in breach of its obligations under the Partnership Agreement or its duties to us or to our unitholders if the resolution of the conflict is: • • • • approved by the conflicts committee; approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates; on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or fair and reasonable to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us. If our general partner does not seek approval from the special committee and the board of directors of our general partner determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in our Partnership Agreement, our general partner or the conflicts committee may consider any factors it determines in good faith to consider when resolving a conflict. When our Partnership Agreement requires someone to act in good faith, it requires that person to reasonably believe that he is acting in the best interests of the Partnership, unless the context otherwise requires. In addition, our code of business ethics requires that all employees, including employees of affiliates of DCP Midstream, LLC who perform services for us and our general partner, avoid or disclose any activity that may interfere, or have the appearance of interfering, with their responsibilities to us. Director Independence Please see Item 10. “Directors, Executive Officers and Corporate Governance” in this Annual Report on Form 10-K for information about the independence of our general partner’s board of directors and its committees. 168 Item 14. Principal Accountant Fees and Services The following table presents fees for professional services rendered by Deloitte & Touche LLP, or Deloitte, our principal accountant, for the audit of our financial statements, and the fees billed for other services rendered by Deloitte: Type of Fees Audit fees (a) Audit-related and tax fees (b)(c) Year Ended December 31, 2019 2020 $ $ (millions) 3 $ 1 $ 3 1 (a) Audit fees are fees billed by Deloitte for professional services for the audit of our consolidated financial statements included in our annual report on Form 10-K and review of financial statements included in our quarterly reports on Form 10-Q, services that are normally provided by Deloitte in connection with statutory and regulatory filings. (b) Audit-related fees include assurance and related services performed by Deloitte to comply with generally accepted auditing standards and including comfort and consent letters in connection with SEC filings and financing transactions. (c) Deloitte Tax was engaged to review the Federal tax return of the Partnership and prepare and process the K-1 schedule for unitholders for a total fixed fee of $285,000 and $275,000 for the years ended December 31, 2020 and 2019, respectively. Audit Committee Pre-Approval Policy The audit committee pre-approves all audit and permissible non-audit services provided by the independent auditors on a case-by-case basis. These services may include audit services, audit-related services, tax services and other services. The audit committee has pre-approved audit related services that do not impair the independence of the independent auditors for up to $50,000 per engagement, and up to an aggregate of $100,000 annually, provided the audit committee is notified of such audit-related services in a timely manner. The audit committee may, however, from time to time delegate its authority to any audit committee member, who will report on the independent auditor services that were approved at the next audit committee meeting. 169 Item 15. Exhibits, Financial Statement Schedules (a) Financial Statement Schedules PART IV Consolidated Financial Statements and Financial Statement Schedules included in this Item 15: Consolidated Financial Statements of DCP Sand Hills Pipeline, LLC Consolidated Financial Statements of DCP Southern Hills Pipeline, LLC Consolidated Financial Statements of Front Range Pipeline LLC Consolidated Financial Statements of Gulf Coast Express LLC 170 DCP SAND HILLS PIPELINE, LLC Consolidated Financial Statements for the Years Ended December 31, 2020, 2019 and 2018 171 INDEPENDENT AUDITORS’ REPORT To the Members of DCP Sand Hills Pipeline, LLC We have audited the accompanying consolidated financial statements of DCP Sand Hills Pipeline, LLC and subsidiary (the "Company"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements. Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DCP Sand Hills Pipeline, LLC and its subsidiary as of December 31, 2020 and 2019, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2020 in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Notes 5 and 6 to the consolidated financial statements, the Company has significant transactions with related parties. Our opinion is not modified with respect to this matter. /s/ Deloitte & Touche LLP Denver, Colorado February 5, 2021 172 DCP SAND HILLS PIPELINE, LLC CONSOLIDATED BALANCE SHEETS ASSETS Current assets: Cash and cash equivalents Accounts receivable: Affiliates Trade and other Other current assets Total current assets Property, plant and equipment, net Other long-term assets Total assets LIABILITIES AND MEMBERS’ EQUITY Current liabilities: Accounts payable: Trade and other Affiliates Accrued taxes Accrued capital expenditures Accrued liabilities and other Total current liabilities Contract liabilities - affiliates Other long-term liabilities Total liabilities Commitments and contingent liabilities Total members’ equity Total liabilities and members’ equity December 31, 2020 December 31, 2019 (millions) 11.7 $ $ $ 30.7 7.2 0.2 49.8 1,770.1 5.7 1,825.6 5.6 6.4 21.0 0.1 10.6 43.7 29.6 7.1 80.4 12.5 46.7 8.0 — 67.2 1,790.0 6.3 1,863.5 2.3 7.7 21.7 0.8 8.1 40.6 30.7 6.3 77.6 1,745.2 1,825.6 $ 1,785.9 1,863.5 $ $ $ $ See Notes to Consolidated Financial Statements. 173 DCP SAND HILLS PIPELINE, LLC CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2020 Year Ended December 31, 2019 (millions) Year Ended December 31, 2018 $ $ 490.5 84.1 574.6 — 3.1 85.6 41.6 5.2 4.3 0.9 140.7 433.9 0.4 (3.4) 430.9 $ $ 514.4 93.0 607.4 4.0 3.0 96.4 41.3 5.2 3.6 — 153.5 453.9 1.0 (3.3) 451.6 $ $ 389.0 91.4 480.4 6.0 3.0 68.8 36.4 5.2 2.6 — 122.0 358.4 1.0 (2.7) 356.7 Operating revenues: Transportation - affiliates Transportation Total operating revenues Operating costs and expenses: Cost of transportation - affiliates Cost of transportation Operating and maintenance expense Depreciation expense General and administrative expense - affiliates General and administrative expense Loss on sale of assets Total operating costs and expenses Operating income Interest income Income tax expense Net income See Notes to Consolidated Financial Statements. 174 DCP SAND HILLS PIPELINE, LLC CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY Balance, January 1, 2018 Contributions from members Distributions to members Cumulative effect adjustment (for adoption of ASC 606) Transfer of interest in DCP Sand Hills Pipeline LLC (See Note 1) Net income Balance, December 31, 2018 Contributions from members Distributions to members Net income Balance, December 31, 2019 Contributions from members Distributions to members Net income Balance, December 31, 2020 DCP Sand Holding, LLC DCP Pipeline Holding LLC Phillips 66 Sand Hills LLC (millions) Total Members’ Equity $ $ 515.3 27.1 (24.4) 2.3 (555.7) 35.4 — — — — — — — — — $ $ 515.0 155.6 (227.7) 2.4 555.7 202.5 1,203.5 7.0 (320.9) 301.1 1,190.7 14.9 (334.9) 293.4 1,164.1 $ $ 515.3 91.4 (126.1) 2.3 — 118.8 601.7 3.5 (160.5) 150.5 595.2 7.5 (159.1) 137.5 581.1 $ 1,545.6 274.1 (378.2) 7.0 — 356.7 1,805.2 10.5 (481.4) 451.6 1,785.9 22.4 (494.0) 430.9 1,745.2 See Notes to Consolidated Financial Statements. 175 DCP SAND HILLS PIPELINE, LLC CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2020 Year Ended December 31, 2019 (millions) Year Ended December 31, 2018 $ 430.9 $ 451.6 $ 356.7 41.6 0.9 0.4 16.3 2.7 — 2.7 0.5 — 496.0 (25.5) 0.3 (25.2) 22.4 (494.0) (471.6) (0.8) 12.5 11.7 $ 41.3 — (1.3) (0.1) (1.3) — 8.0 0.4 — 498.6 (31.8) — (31.8) 10.5 (481.4) (470.9) (4.1) 16.6 12.5 $ 36.4 — (1.9) (21.2) (0.6) (3.5) 9.0 (2.9) 2.0 374.0 (270.8) — (270.8) 274.1 (378.2) (104.1) (0.9) 17.5 16.6 OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense Loss on sale of assets Other Change in operating assets and liabilities: Accounts receivable Accounts payable Deferred revenues Other current liabilities Other long-term assets Other long-term liabilities Net cash provided by operating activities INVESTING ACTIVITIES: Capital expenditures Proceeds from sale of assets Net cash used in investing activities FINANCING ACTIVITIES: Contributions from members Distributions to members Net cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ See Notes to Consolidated Financial Statements. 176 DCP SAND HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2020 1. Description of Business and Basis of Presentation DCP Sand Hills Pipeline, LLC, with its consolidated subsidiary, or Sand Hills, we, our, the Company, or us, is engaged in the business of transporting natural gas liquids, or NGLs. The Sand Hills pipeline is a common carrier pipeline which provides takeaway service from plants in the Permian and the Eagle Ford basins to fractionation facilities along the Texas Gulf Coast and the Mont Belvieu, Texas market hub. The Sand Hills pipeline was placed into service in June 2013. We are a limited liability company owned 66.665% by DCP Pipeline Holding LLC, a 100% owned subsidiary of DCP Midstream, LP, or DCP Midstream, and 33.335% by Phillips 66 Sand Hills LLC, a 100% owned subsidiary of Phillips 66 Partners LP, or Phillips 66 Partners. On May 1, 2018, DCP Sand Holding, LLC, a 100% owned subsidiary of DCP Midstream, contributed its 33.335% ownership interest in the Company to DCP Pipeline Holding LLC. Previously, we were owned 33.330% by DCP Pipeline Holding LLC, 33.335% by DCP Sand Holding, LLC, and 33.335% by Phillips 66 Sand Hills LLC. Throughout these consolidated financial statements, DCP Midstream and Phillips 66 Partners will together be referenced as the members. DCP Midstream is the operator of the Sand Hills pipeline. The Company allocates revenues, costs, and expenses in accordance with the terms of the Second Amendment to the Second Amended and Restated LLC Agreement, entered into as of July 1, 2020, or the LLC Agreement, to each of the members based on each member’s ownership interest adjusted for the DCP True-Up Preferred distribution as determined monthly for certain designated NGL agreements. Under terms of the LLC Agreement, the members are required to fund capital calls necessary to fund the capital requirements of the Company, including capital expansion and working capital requirements. Under the terms of the LLC Agreement, cash calls are allocated to members based upon each member’s respective ownership interest and distributions are allocated to members based upon each member’s respective ownership interest adjusted for the DCP True-Up Preferred distribution. The consolidated financial statements include the accounts of Sand Hills and its 100% owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Intercompany balances and transactions have been eliminated. Transactions between us and the members have been identified in the consolidated financial statements as transactions between affiliates. 2. Summary of Significant Accounting Policies Use of Estimates - Conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Although these estimates are based on management’s best available knowledge of current and expected future events, actual results could differ from those estimates. Cash and Cash Equivalents - Cash and cash equivalents include all cash balances and investments in highly liquid financial instruments purchased with an original stated maturity of 90 days or less and temporary investments of cash in short-term money market securities. Distributions - Under the terms of the LLC Agreement, we are required to make quarterly distributions to the members based on Available Cash, as the term is defined in the LLC Agreement. Available Cash distributions are paid pursuant to the members’ respective ownership percentages as adjusted for the DCP True-Up Preferred distribution at the date the distributions are due. Estimated Fair Value of Financial Instruments - The fair value of cash and cash equivalents, accounts receivable and accounts payable included in the consolidated balance sheets are not materially different from their carrying amounts because of 177 DCP SAND HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, and 2018 the short-term nature of these instruments. We may invest available cash balances in short-term money market securities. As of December 31, 2020 and 2019, we invested $11.7 million and $12.5 million, respectively, in short-term money market securities which are included in cash and cash equivalents in our consolidated balance sheets. As the short-term money market securities are publicly traded and market prices are readily available, these investments are considered Level 1 fair value measurements. Concentration of Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. We extend credit to customers and other parties in the normal course of business and have established various procedures to manage our credit exposure, including initial credit approvals, credit limits and rights of offset. Property, Plant and Equipment - Property, plant and equipment are recorded at historical cost. The cost of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Long-Lived Assets - We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. This evaluation is based on undiscounted cash flow projections. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. We consider various factors when determining if these assets should be evaluated for impairment, including but not limited to: • • • • • • 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. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. We assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. Significant changes in market conditions resulting from events such as the condition of an asset or a change in management’s intent to utilize the asset would generally require management to reassess the cash flows related to the long-lived assets. Revenue Recognition - Our operating revenues are primarily derived from services related to transportation of NGLs. Revenues from transportation agreements are recognized based on contracted volumes transported in the period the services are provided. Our contracts generally have terms that extend beyond one year, and are recognized over time. The performance obligation for most of our contracts encompasses a series of distinct services performed on discrete daily quantities of NGLs for purposes of allocating variable consideration and recognizing revenue while the customer simultaneously receives and consumes the benefits of the services provided. Revenue is recognized over time consistent with the transfer of goods or services over time to the customer based on daily volumes delivered. Consideration is generally variable, and the transaction 178 DCP SAND HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, and 2018 price cannot be determined at the inception of the contract, because the volume of NGLs for which the service is provided is only specified on a daily or monthly basis. The transaction price is determined at the time the service is provided as the uncertainty is resolved. Contract liabilities - We have contracts with customers whereby the customer reimburses us for costs we incur to construct certain connections to our operating assets. These agreements are typically entered into in conjunction with transportation agreements with customers. We record these payments as deferred revenue which will be amortized into revenue over the expected contract term. Significant Customers - There was no third party customer that accounted for more than 10% of total operating revenue for the year ended December 31, 2020, 2019 and 2018. There were significant transactions with affiliates for each of the years ended December 31, 2020, 2019 and 2018. See Note 6, Summary of Transactions with Affiliates. Environmental Expenditures - Environmental expenditures are expensed or capitalized as appropriate, depending upon the future economic benefit. Expenditures that relate to an existing condition caused by past operations and that do not generate current or future revenue are expensed. Liabilities for these expenditures are recorded on an undiscounted basis when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated. Income Taxes - We are structured as a limited liability company, which is a pass-through entity for federal income tax purposes. As a limited liability company, we do not pay federal income taxes. Instead, our income or loss for tax purposes is allocated to each of the members for inclusion in their respective tax returns. Consequently, no provision for federal income taxes has been reflected in these consolidated financial statements. We are subject to the Texas margin tax, which is treated as a state income tax. We follow the asset and liability method of accounting for state income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax basis of the assets and liabilities. For the years ended December 31, 2020, 2019 and 2018, deferred state income tax expense totaled $0.7 million, $0.7 million and $0.5 million, respectively. For the years ended December 31, 2020, 2019 and 2018, current state income tax expense totaled $2.7 million, $2.6 million and $2.2 million, respectively. 3. Recent Accounting Pronouncements Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU"), 2016-13 “Financial Instruments-Credit Losses (Topic 326),” or ASU 2016-13 - In June 2016, the FASB issued ASU 2016-13, which requires a company immediately recognize management's current estimated credit losses for all financial instruments that are not accounted for at fair value through net income. Previously, credit losses on financial assets were only required to be recognized when they were incurred. We adopted this ASU on January 1, 2020 and it did not have a material impact on our consolidated financial statements. 4. Remaining Performance Obligations Our remaining performance obligations consist primarily of minimum volume commitment fee arrangements. Upon completion of the performance obligations associated with these arrangements, customers are invoiced and revenue is recognized as transportation revenue in the consolidated statements of operations. The total amount of remaining performance obligations is estimated at approximately $380.8 million as of December 31, 2020. Our remaining performance obligations are expected to be recognized through 2029 with a weighted average remaining life of 2.62 years as of December 31, 2020. This amount excludes variable consideration as well as remaining performance obligations that have original expected durations of 179 DCP SAND HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, and 2018 one year or less, as applicable. Our remaining performance obligations also exclude estimates of variable rate escalation clauses in our contracts with customers. 5. Contract Liabilities - Affiliates We have agreements that provide for minimum volume commitments. Under these agreements, our customers agree to ship a minimum volume of product on our pipeline over an agreed time period. If a customer fails to meet its minimum volume commitment for a specified period, the customer is obligated to pay a contractually-determined fee based upon the shortfall between the actual product volumes and the minimum volume commitment for that period. We record revenue under minimum volume contracts during periods of shortfall when it is known that the customer cannot, or will not, make up some or all of the deficiency in subsequent periods. For the year ended December 31, 2018, we recognized $1.9 million of deficiency payments, which was reflected in transportation revenue. There were no additional deficiency payments collected for the year ended December 31, 2020 and 2019. Our contract liabilities - affiliates primarily consist of deferred revenue received from reimbursable projects. The following table summarizes changes in contract liabilities included in our consolidated balance sheets: Balance, beginning of period Additions Revenue recognized (a) Balance, end of period Year Ended December 31, 2020 Year Ended December 31, 2019 $ $ (millions) 30.7 2.0 (3.1) 29.6 $ $ 34.0 — (3.3) 30.7 (a) Deferred revenue recognized is included in affiliate transportation revenues on the consolidated statement of operations. 6. Summary of Transactions with Affiliates DCP Midstream Under the LLC Agreement, we are required to reimburse DCP Midstream for any direct costs or expenses (other than general and administration services) incurred by DCP Midstream on our behalf. Additionally, we pay DCP Midstream an annual service fee of $5.0 million, for centralized corporate functions provided by DCP Midstream on our behalf, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering. These expenses are included in general and administrative expense - affiliates in the consolidated statements of operations. Except with respect to the annual service fee, there is no limit on the reimbursements we make to DCP Midstream under the LLC Agreement for other expenses and expenditures incurred or payments made on our behalf. We have entered into transportation agreements with DCP Midstream, which include a commitment to transport volumes at rates defined in our tariffs. These 15-year transportation agreements became effective in June 2013. We currently, and anticipate to continue to, transact with DCP Midstream in the ordinary course of business. DCP Midstream was a significant customer during the years ended December 31, 2020, 2019 and 2018. DCP Southern Hills Pipeline, LLC 180 DCP SAND HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, and 2018 We have a long-term capacity arrangement with DCP Southern Hills Pipeline, LLC, or Southern Hills, which expires in March 2023. Under the terms of this agreement, Southern Hills has the right to transport minimum throughput volumes on the Sand Hills pipeline at rates defined in the transportation agreement. Summary of Transactions with Affiliates The following table summarizes our transactions with affiliates: DCP Midstream and its affiliates: Transportation - affiliates Cost of transportation - affiliates General and administrative expense - affiliates DCP Southern Hills Pipeline, LLC: Transportation - affiliates Phillips 66: Transportation - affiliates General and administrative expense - affiliates Enbridge: Transportation - affiliates We had balances with affiliates as follows: $ $ $ $ $ $ $ DCP Midstream and its affiliates: Accounts receivable Accounts payable Contract liabilities DCP Southern Hills Pipeline, LLC: Accounts receivable Phillips 66: Other current assets Year Ended December 31, 2020 Year Ended December 31, 2019 (millions) Year Ended December 31, 2018 487.0 — 5.0 3.5 — 0.2 — $ $ $ $ $ $ $ 510.9 4.0 5.0 3.5 — 0.2 — $ $ $ $ $ $ $ 384.1 6.0 5.0 3.3 1.5 0.2 0.1 December 31, 2020 December 31, 2019 (millions) $ $ $ $ $ 30.4 6.4 29.6 0.3 0.1 $ $ $ $ $ 46.4 7.7 30.7 0.3 0.1 181 DCP SAND HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, and 2018 7. Property, Plant and Equipment Property, plant and equipment by classification is as follows: Transmission systems Processing facilities Other Land Construction work in progress Property, plant and equipment Accumulated depreciation Property, plant and equipment, net 8. Commitments and Contingent Liabilities Depreciable Life December 31, 2020 December 31, 2019 20-50 Years 35-60 Years 3-30 Years (millions) 2,012.9 0.3 5.4 0.4 0.8 2,019.8 (249.7) 1,770.1 $ $ 1,982.6 0.3 5.2 0.4 9.8 1,998.3 (208.3) 1,790.0 $ $ Regulatory Compliance - In the ordinary course of business, we are subject to various laws and regulations. In the opinion of our management, compliance with existing laws and regulations will not materially affect our consolidated results of operations, financial position, or cash flows. Litigation - With the exception described below, we are not party to any significant legal proceedings, but are a party to various administrative and regulatory proceedings and various commercial disputes that arose during the development of the Sand Hills pipeline and in the ordinary course of our business. Management currently believes that the ultimate resolution of the foregoing matters, taken as a whole and after consideration of amounts accrued, insurance coverage and other indemnification arrangements, will not have a material adverse effect on our consolidated results of operations, financial position, or cash flows. In 2018, a crew working in Sutton County, Texas, to install a gas transmission line for EPIC Y-Grade Pipeline, LP struck our Sand Hills pipeline with trenching equipment. The two members of the trenching crew have sued DCP, EPIC, and others in connection with alleged personal injuries in the case Ruiz and Soto vs. DCP Operating Company, LP, DCP Sand Hills Pipeline, LLC; EPIC Y-Grade Pipeline, LP, et al. in the 407th District Court of Bexar County, Texas. Insurance coverage limits our potential exposure, and we are actively seeking indemnity and other compensation from several parties that would further reduce our total liability. As of December 31, 2020, an accrual of $4.4 million related to these contingent obligations was reflected in accrued liabilities and other on our consolidated balance sheet and $5 million was reflected in operating expenses on our consolidated income statement. This accrual together with amounts previously expensed are sufficient to satisfy our self-insured retention. This matter is subject to the uncertainties inherent in any litigation, and the ultimate outcome may not be known for some time. General Insurance - Insurance for Sand Hills is written in the commercial markets and through affiliate companies, which management believes is consistent with companies engaged in similar commercial operations with similar assets. Our insurance coverage includes excess liability insurance above the established primary limits for general liability. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Environment, Health, and Safety - The operation of pipelines for transporting NGLs is subject to stringent and complex laws and regulations pertaining to the environment, health, and safety. As an owner or operator of these facilities, we must 182 DCP SAND HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, and 2018 comply with United States laws and regulations at the federal, state, and, in some cases, local levels that relate to worker health and safety, public health and safety, pipeline safety, air and water quality, solid and hazardous waste storage, management, transportation and disposal, and other environmental matters. The cost of planning, designing, constructing, and operating pipelines incorporates compliance with environmental laws and regulations, worker and public health and safety standards, and safety standards applicable to our various facilities. In addition, there is increasing focus from (i) regulatory bodies and communities, and through litigation, on hydraulic fracturing and the real or perceived environmental or public health impacts of this technique, which indirectly presents some risk to the available supply of natural gas and the resulting supply of NGLs, (ii) regulatory bodies regarding pipeline system safety which could impose additional regulatory burdens and increase the cost of our operations, and (iii) regulatory bodies and communities that could prevent or delay the development of fossil fuel energy infrastructure such as pipeline and associated facilities used in our business. Failure to comply with various health, safety and environmental laws and regulations may trigger a variety of administrative, civil, and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of injunctions or restrictions on operation. Management believes that, based on currently known information, compliance with these existing laws and regulations will not have a material adverse effect on our consolidated results of operations, financial position, or cash flows. Purchase Obligations - We have a capacity arrangement which terminates in May 2023, with an option to renew annually thereafter. Under the terms of this agreement, Sand Hills is committed to transport minimum throughput volumes on a third party pipeline at rates defined in the capacity arrangement. The expected cost to reserve the capacity over the term is as follows: 2021 2022 2023 Total obligation During the year ended December 31, 2020 the fixed cost of transportation under this arrangement was $2.8 million. 9. Supplemental Cash Flow Information Non-cash investing and financing activities: Property, plant and equipment acquired with accrued liabilities and accounts payable Cumulative effect of applying ASU 2016-02 on operating lease asset Cumulative effect of applying ASU 2016-02 on current operating lease liabilities Cumulative effect of applying ASU 2016-02 on long-term operating lease liabilities Other non-cash changes in property, plant and equipment, net $ $ $ $ $ Year Ended December 31, 2020 Year Ended December 31, 2019 (millions) 0.1 — — — (0.2) $ $ $ $ $ 1.5 — — — (0.6) 183 (millions) 2.8 2.8 1.2 6.8 Year Ended December 31, 2018 18.2 43.7 (36.7) (7.0) 0.4 $ $ $ $ $ $ DCP SAND HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, and 2018 10. Subsequent Events We have evaluated subsequent events occurring through February 5, 2021, the date the consolidated financial statements were issued, and have identified no events that require adjustments to or disclosure in these consolidated financial statements. 184 DCP SOUTHERN HILLS PIPELINE, LLC Consolidated Financial Statements for the Years Ended December 31, 2020, 2019, and 2018 185 INDEPENDENT AUDITORS’ REPORT To the Members of DCP Southern Hills Pipeline, LLC We have audited the accompanying consolidated financial statements of DCP Southern Hills Pipeline, LLC and subsidiary (the "Company"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements. Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DCP Southern Hills Pipeline, LLC and its subsidiary as of December 31, 2020 and 2019, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2020 in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Notes 5 and 6 to the consolidated financial statements, the Company has significant transactions with related parties. Our opinion is not modified with respect to this matter. /s/Deloitte & Touche LLP Denver, Colorado February 5, 2021 186 DCP SOUTHERN HILLS PIPELINE, LLC CONSOLIDATED BALANCE SHEETS ASSETS Current assets: Cash and cash equivalents Accounts receivable: Affiliates Trade and other Other current assets Total current assets Property, plant and equipment, net Other long-term assets Total assets LIABILITIES AND MEMBERS’ EQUITY Current liabilities: Accounts payable: Trade and other Affiliates Accrued taxes Accrued capital expenditures Accrued liabilities and other Total current liabilities Contract liabilities - affiliates Other long-term liabilities Total liabilities Commitments and contingent liabilities Total members’ equity Total liabilities and members’ equity December 31, 2020 December 31, 2019 (millions) 6.2 $ $ $ 21.3 0.8 0.2 28.5 919.3 1.2 949.0 7.5 5.1 5.7 0.1 2.4 20.8 11.7 2.8 35.3 913.7 949.0 $ 8.9 15.3 4.0 0.2 28.4 929.5 0.7 958.6 10.0 4.3 3.4 8.5 2.1 28.3 13.1 2.8 44.2 914.4 958.6 $ $ $ $ See Notes to Consolidated Financial Statements. 187 DCP SOUTHERN HILLS PIPELINE, LLC CONSOLIDATED STATEMENTS OF OPERATIONS Operating revenues: Transportation - affiliates Transportation Other revenue - affiliates Total operating revenues Operating costs and expenses: Cost of transportation - affiliates Cost of transportation Operating and maintenance expense Depreciation expense General and administrative expense - affiliates General and administrative expense Total operating costs and expenses Operating income Interest income Income tax expense Net income Year Ended December 31, 2020 Year Ended Year Ended December 31, 2019 December 31, 2018 (millions) $ $ 209.4 5.8 — 215.2 3.5 18.9 40.9 22.3 5.2 2.9 93.7 121.5 0.1 (0.4) 121.2 $ $ 173.8 9.4 — 183.2 4.7 1.1 27.9 21.4 5.2 2.5 62.8 120.4 0.4 (0.4) 120.4 $ $ 157.6 8.8 0.8 167.2 3.3 — 29.3 21.2 5.2 2.1 61.1 106.1 0.3 (0.3) 106.1 See Notes to Consolidated Financial Statements. 188 DCP SOUTHERN HILLS PIPELINE, LLC CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY DCP Southern Holding, LLC DCP Pipeline Holding LLC Phillips 66 Southern Hills LLC Total Members’ Equity Balance, January 1, 2018 Contributions from members Distributions to members Cumulative effect adjustment (for adoption of ASC 606) Transfer of Interest in DCP Southern Hills Pipeline, LLC (see Note 1) Net income Balance, December 31, 2018 Contributions from members Distributions to members Net income Balance, December 31, 2019 Contributions from members Distributions to members Net income Balance, December 31, 2020 $ $ 302.3 — (7.8) 1.2 (305.7) 10.0 — — — — — — — — — $ $ (millions) 301.7 2.0 (75.2) 1.1 305.7 60.6 595.9 22.5 (89.4) 80.3 609.3 11.0 (92.4) 80.9 608.8 $ $ 302.3 1.0 (41.5) 1.2 — 35.5 298.5 11.3 (44.8) 40.1 305.1 5.6 (46.1) 40.3 304.9 $ $ 906.3 3.0 (124.5) 3.5 — 106.1 894.4 33.8 (134.2) 120.4 914.4 16.6 (138.5) 121.2 913.7 See Notes to Consolidated Financial Statements. 189 DCP SOUTHERN HILLS PIPELINE, LLC CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2020 Year Ended December 31, 2019 (millions) Year Ended December 31, 2018 $ 121.2 $ 120.4 $ 106.1 22.3 (1.1) (2.8) (0.2) 0.3 2.4 (0.6) — 141.5 (22.3) (22.3) 16.6 (138.5) (121.9) (2.7) 8.9 6.2 $ 21.4 (1.2) (4.4) 3.9 — 0.5 — — 140.6 (37.0) (37.0) 33.8 (134.2) (100.4) 3.2 5.7 8.9 $ 21.2 (1.1) (2.2) 1.6 — 1.4 — 1.6 128.6 (7.1) (7.1) 3.0 (124.5) (121.5) — 5.7 5.7 OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense Other Change in operating assets and liabilities: Accounts receivable Accounts payable Other current assets Other current liabilities Other long-term assets Other long-term liabilities Net cash provided by operating activities INVESTING ACTIVITIES: Capital expenditures Net cash used in investing activities FINANCING ACTIVITIES: Contributions from members Distributions to members Net cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ See Notes to Consolidated Financial Statement 190 DCP SOUTHERN HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2020, 2019, 2018 1. Description of Business and Basis of Presentation DCP Southern Hills Pipeline, LLC, with its consolidated subsidiary, or Southern Hills, we, our, the Company, or us, is engaged in the business of transporting natural gas liquids, or NGLs. The Southern Hills pipeline provides takeaway service from plants in the Midcontinent and DJ Basin to fractionation facilities along the Texas Gulf Coast and the Mont Belvieu, Texas market hub. The Southern Hills pipeline was placed into service in June 2013. We are a limited liability company owned 66.665% by DCP Pipeline Holding LLC, a 100% owned subsidiary of DCP Midstream, LP, or DCP Midstream, and 33.335% by Phillips 66 Southern Hills LLC, a 100% owned subsidiary of Phillips 66 Partners LP, or Phillips 66 Partners. On May 1, 2018, DCP Southern Holding, LLC, a 100% owned subsidiary of DCP Midstream, contributed its 33.335% ownership interest in the Company to DCP Pipeline Holding LLC. Previously, we were owned 33.330% by DCP Pipeline Holding LLC, 33.335% by DCP Southern Holding, and 33.335% by Phillips 66 Southern Hills LLC. Throughout these consolidated financial statements, DCP Midstream and Phillips 66 Partners will together be referenced as the members. DCP Midstream is the operator of the Southern Hills pipeline. The Company allocates revenues, costs, and expenses in accordance with the terms of the Second Amended and Restated LLC Agreement, which became effective on September 3, 2013, or the LLC Agreement, to each of the members based on each member’s ownership interest. Under terms of the LLC Agreement, the members are required to fund capital calls necessary to fund the capital requirements of the Company, including capital expansion and working capital requirements. Under the terms of the LLC Agreement, cash calls and cash distributions from operations are allocated to the members based upon each member’s respective ownership interest. The consolidated financial statements include the accounts of Southern Hills and its 100% owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Intercompany balances and transactions have been eliminated. Transactions between us and the members have been identified in the consolidated financial statements as transactions between affiliates. 2. Summary of Significant Accounting Policies Use of Estimates - Conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Although these estimates are based on management’s best available knowledge of current and expected future events, actual results could differ from those estimates. Cash and Cash Equivalents - Cash and cash equivalents include all cash balances and investments in highly liquid financial instruments purchased with an original stated maturity of 90 days or less and temporary investments of cash in short-term money market securities. Distributions - Under the terms of the LLC Agreement, we are required to make quarterly distributions to the members based on Available Cash, as the term is defined in the LLC Agreement. Available Cash distributions are paid pursuant to the members’ respective ownership percentages at the date the distributions are due. Estimated Fair Value of Financial Instruments - The fair value of cash and cash equivalents, accounts receivable and accounts payable included in the consolidated balance sheets are not materially different from their carrying amounts because of the short-term nature of these instruments. We may invest available cash balances in short-term money market securities. As of December 31, 2020 and 2019, we invested $6.2 million and $8.9 million, respectively, in short-term money market securities 191 DCP SOUTHERN HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, 2018 which are included in cash and cash equivalents in our consolidated balance sheets. Given that the short-term money market securities are publicly traded and market prices are readily available, these investments are considered Level 1 fair value measurements. Concentration of Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. We extend credit to customers and other parties in the normal course of business and have established various procedures to manage our credit exposure, including initial credit approvals, credit limits and rights of offset. Property, Plant and Equipment - Property, plant and equipment are recorded at historical cost. The cost of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Long-Lived Assets - We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. This evaluation is based on undiscounted cash flow projections. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. We consider various factors when determining if these assets should be evaluated for impairment, including but not limited to: • • • • • • 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. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. We assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. Significant changes in market conditions resulting from events such as the condition of an asset or a change in management’s intent to utilize the asset would generally require management to reassess the cash flows related to the long-lived assets. Revenue Recognition - Our operating revenues are primarily derived from services related to transportation of NGLs. Revenues from transportation agreements are recognized based on contracted volumes transported in the period the services are provided. Our contracts generally have terms that extend beyond one year, and are recognized over time. The performance obligation for most of our contracts encompasses a series of distinct services performed on discrete daily quantities of NGLs for purposes of allocating variable consideration and recognizing revenue while the customer simultaneously receives and consumes the benefits of the services provided. Revenue is recognized over time consistent with the transfer of goods or services over time to the customer based on daily volumes delivered. Consideration is generally variable, and the transaction price cannot be determined at the inception of the contract, because the volume of NGLs for which the service is provided is 192 DCP SOUTHERN HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, 2018 only specified on a daily or monthly basis. The transaction price is determined at the time the service is provided as the uncertainty is resolved. Contract liabilities - We have contracts with customers whereby the customer reimburses us for costs we incur to construct certain connections to our operating assets. These agreements are typically entered into in conjunction with transportation agreements with customers. We record these payments as deferred revenue which will be amortized into revenue over the expected contract term. Significant Customers - There was no third party customer that accounted for more than 10% of total operating revenue for the years ended December 31, 2020, 2019 and 2018. There were significant transactions with affiliates for each of the years ended December 31, 2020, 2019 and 2018. See Note 6, Summary of Transactions with Affiliates. Environmental Expenditures - Environmental expenditures are expensed or capitalized as appropriate, depending upon the future economic benefit. Expenditures that relate to an existing condition caused by past operations and that do not generate current or future revenue are expensed. Liabilities for these expenditures are recorded on an undiscounted basis when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated. Income Taxes - We are structured as a limited liability company, which is a pass-through entity for federal income tax purposes. As a limited liability company, we do not pay federal income taxes. Instead, our income or loss for tax purposes is allocated to each of the members for inclusion in their respective tax returns. Consequently, no provision for federal income taxes has been reflected in these consolidated financial statements. We are subject to the Texas margin tax, which is treated as a state income tax. We follow the asset and liability method of accounting for state income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax basis of the assets and liabilities. For the years ended December 31, 2020, 2019 and 2018, deferred state income tax expense totaled $0.1 million, $0.2 million and $0.1 million, respectively. For the years ended December 31, 2020, 2019 and 2018, current state income tax expense totaled $0.3 million, $0.2 million and $0.2 million, respectively. 3. Recent Accounting Pronouncements Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU"), 2016-13 “Financial Instruments-Credit Losses (Topic 326),” or ASU 2016-13 - In June 2016, the FASB issued ASU 2016-13, which requires a company immediately recognize management's current estimated credit losses for all financial instruments that are not accounted for at fair value through net income. Previously, credit losses on financial assets were only required to be recognized when they were incurred. We adopted this ASU on January 1, 2020 and it did not have a material impact on our consolidated financial statements. 4. Remaining Performance Obligations Our remaining performance obligations consist primarily of minimum volume commitment fee arrangements. Upon completion of the performance obligations associated with these arrangements, customers are invoiced and revenue is recognized as transportation revenue in the consolidated statements of operations. The total amount of remaining performance obligations is estimated at approximately $300.7 million as of December 31, 2020. Our remaining performance obligations are expected to be recognized through 2029 with a weighted average remaining life of 3.8 years as of December 31, 2020. This amount excludes variable consideration as well as remaining performance obligations that have original expected durations of 193 DCP SOUTHERN HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, 2018 one year or less, as applicable. Our remaining performance obligations also exclude estimates of variable rate escalation clauses in our contracts with customers. 5. Contract Liabilities - Affiliates Our contract liabilities - affiliates primarily consist of deferred revenue received from reimbursable projects. The following table summarizes changes in contract liabilities included in our consolidated balance sheets: Balance, beginning of period Revenue recognized (a) Balance, end of period Year Ended December 31, 2020 Year Ended December 31, 2019 $ (millions) $ 13.1 (1.4) 11.7 14.5 (1.4) 13.1 (a) Deferred revenue recognized is included in affiliate transportation revenues on the consolidated statement of operations. 6. Summary of Transactions with Affiliates DCP Midstream Under the LLC Agreement, we are required to reimburse DCP Midstream for any direct costs or expenses (other than general and administration services) incurred by DCP Midstream on our behalf. Additionally, we pay DCP Midstream an annual service fee of $5.0 million, for centralized corporate functions provided by DCP Midstream on our behalf, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering. These expenses are included in general and administrative expense - affiliates in the consolidated statements of operations. Except with respect to the annual service fee, there is no limit on the reimbursements we make to DCP Midstream under the LLC Agreement for other expenses and expenditures incurred or payments made on our behalf. We have entered into transportation agreements with DCP Midstream, which include a commitment to transport volumes at rates defined in our tariffs. These 15-year transportation agreements became effective in June 2013. We currently, and anticipate to continue to, transact with DCP Midstream in the ordinary course of business. DCP Midstream was a significant customer during the years ended December 31, 2020, 2019 and 2018. DCP Sand Hills Pipeline, LLC We have a long-term capacity arrangement with DCP Sand Hills Pipeline, LLC, or Sand Hills, which expires in March 2023. Under the terms of this agreement, Southern Hills has the right to transport minimum throughput volumes on the Sand Hills pipeline at rates defined in the transportation agreement. The following table summarizes our transactions with affiliates: 194 DCP SOUTHERN HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, 2018 Year Ended December 31, 2020 Year Ended December 31, 2019 (millions) Year Ended December 31, 2018 $ $ $ $ $ $ 209.4 — — 5.0 3.5 0.2 $ $ $ $ $ $ 173.8 — 1.2 5.0 3.5 0.2 $ $ $ $ $ $ 157.6 0.8 — 5.0 3.3 0.2 DCP Midstream and its affiliates: Transportation - affiliates Other revenue - affiliates Cost of transportation - affiliates General and administrative expense - affiliates DCP Sand Hills Pipeline, LLC: Cost of transportation - affiliates Phillips 66: General and administrative expense - affiliates We had balances with affiliates as follows: DCP Midstream and its affiliates: Accounts receivable Accounts payable Contract liabilities DCP Sand Hills Pipeline, LLC: Accounts payable Phillips 66: Other current assets 7. Property, Plant and Equipment Property, plant and equipment by classification is as follows: Transmission systems Other Land Construction work in progress Property, plant and equipment Accumulated depreciation Property, plant and equipment, net 195 December 30, 2020 December 31, 2019 (millions) $ $ $ $ $ 21.3 4.8 11.7 0.3 0.1 $ $ $ $ $ 15.3 4.0 13.1 0.3 0.1 Depreciable Life December 31, 2020 December 31, 2019 20-50 Years 3-30 Years (millions) 1,070.6 4.6 2.0 0.7 1,077.9 (158.6) 919.3 $ $ 1,050.4 4.6 2.0 8.8 1,065.8 (136.3) 929.5 $ $ DCP SOUTHERN HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, 2018 8. Commitments and Contingent Liabilities Regulatory Compliance - In the ordinary course of business, we are subject to various laws and regulations. In the opinion of our management, compliance with existing laws and regulations will not materially affect our consolidated results of operations, financial position, or cash flows. Litigation - We are not party to any significant legal proceedings, but are a party to various administrative and regulatory proceedings and various commercial disputes that arose during the development of the Southern Hills pipeline and in the ordinary course of our business. Management currently believes that the ultimate resolution of the foregoing matters, taken as a whole and after consideration of amounts accrued, insurance coverage and other indemnification arrangements, will not have a material adverse effect on our consolidated results of operations, financial position, or cash flows. General Insurance - Insurance for Southern Hills is written in the commercial markets and through affiliate companies, which management believes is consistent with companies engaged in similar commercial operations with similar assets. Our insurance coverage includes excess liability insurance above the established primary limits for general liability. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Environment, Health, and Safety - The operation of pipelines for transporting NGLs is subject to stringent and complex laws and regulations pertaining to the environment, health, and safety. As an owner or operator of these facilities, we must comply with United States laws and regulations at the federal, state, and, in some cases, local levels that relate to worker health and safety, public health and safety, pipeline safety, air and water quality, solid and hazardous waste storage, management, transportation and disposal, and other environmental matters. The cost of planning, designing, constructing, and operating pipelines incorporates compliance with environmental laws and regulations, worker and public health and safety standards, and safety standards applicable to our various facilities. In addition, there is increasing focus from (i) regulatory bodies and communities, and through litigation, on hydraulic fracturing and the real or perceived environmental or public health impacts of this technique, which indirectly presents some risk to the available supply of natural gas and the resulting supply of NGLs, (ii) regulatory bodies regarding pipeline system safety which could impose additional regulatory burdens and increase the cost of our operations, and (iii) regulatory bodies and communities that could prevent or delay the development of fossil fuel energy infrastructure such as pipeline and associated facilities used in our business. Failure to comply with various health, safety and environmental laws and regulations may trigger a variety of administrative, civil, and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of injunctions or restrictions on operation. Management believes that, based on currently known information, compliance with these existing laws and regulations will not have a material adverse effect on our consolidated results of operations, financial position, or cash flows. Purchase Obligations - We have capacity arrangements which terminate March 2023 and December 2029, with options to renew annually thereafter. Under the terms of these agreements, Southern Hills is committed to transport minimum throughput volumes on other pipelines at rates defined in the capacity arrangement. The expected cost to reserve the capacity over the term is as follows: 196 DCP SOUTHERN HILLS PIPELINE, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Years Ended December 31, 2020, 2019, 2018 2021 2022 2023 2024 2025 Thereafter Total obligations (millions) 17.8 17.8 15.4 14.6 14.6 58.4 138.6 $ $ During the year ended December 31, 2020, the fixed cost of transportation under these arrangements was $15.3 million. 9. Supplemental Cash Flow Information Year Ended December 31, 2020 Year Ended December 31, 2019 (millions) Year Ended December 31, 2018 Non-cash investing and financing activities: Property, plant and equipment acquired with accrued liabilities and accounts payable Cumulative effect of applying ASU 2014-09 on property, plant and equipment Cumulative effect of applying ASU 2014-09 on contract liabilities Cumulative effect of applying ASU 2014-09 on members' equity Other non-cash changes in property, plant and equipment, net $ $ $ $ $ 0.1 — — — (0.2) $ $ $ $ $ 9.9 — — — 0.1 $ $ $ $ $ 4.6 17.9 (14.4) (3.5) — 10. Subsequent Events We have evaluated subsequent events occurring through February 5, 2021, the date the consolidated financial statements were issued, and have identified no events that require adjustments to or disclosure in these consolidated financial statements. 197 Front Range Pipeline LLC Financial Statements for the Years Ended December 31, 2020, 2019 and 2018 198 To the Management Committee of Front Range Pipeline LLC Houston, Texas INDEPENDENT AUDITORS’ REPORT We have audited the accompanying financial statements of Front Range Pipeline LLC (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of operations, cash flows, and members’ equity for each of the three years in the period ended December 31, 2020, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Front Range Pipeline LLC as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in accordance with accounting principles generally accepted in the United States of America. /s/ Deloitte & Touche LLP Houston, Texas February 18, 2021 199 Front Range Pipeline LLC Balance Sheets (in thousands of dollars) Assets Current assets Cash and cash equivalents Accounts receivable – trade Accounts receivable – related parties Other current assets Total current assets Property, plant and equipment, net (see Note 3) Other assets Total assets Liabilities and Members’ Equity Current liabilities Accounts payable – trade Accounts payable – related parties Deferred revenue attributable to make-up rights Deferred revenue attributable to in-transit volumes Accrued ad valorem taxes payable Other current liabilities Total current liabilities Other liabilities Commitments and contingent liabilities (see Note 2) Members’ equity Total liabilities and members’ equity December 31 2020 2019 $ 24,203 1,616 5,913 498 32,230 570,669 419 $ 603,318 $ 601 778 8,981 1,202 6,944 827 19,333 1,137 $ 43,876 690 10,230 496 55,292 582,230 555 $ 638,077 $ 10,870 10,618 -- 3,422 5,313 1,027 31,250 1,207 582,848 $ 603,318 605,620 $ 638,077 The accompanying notes are an integral part of these financial statements. 200 Front Range Pipeline LLC Statements of Operations (in thousands of dollars) Revenues Related parties Third parties Total revenues (see Note 5) Costs and expenses Depreciation and accretion expenses Operating costs and expenses General and administrative costs Total costs and expenses Operating income Interest income Net income For the Year Ended December 31, 2019 2020 2018 $ 142,751 13,417 156,168 17,962 24,141 122 42,225 113,943 195 $ 114,138 $ 122,085 8,817 130,902 14,792 19,041 151 33,984 96,918 808 $ 97,726 $ 99,837 3,689 103,526 13,957 18,463 142 32,562 70,964 99 $ 71,063 The accompanying notes are an integral part of these financial statements. 201 Front Range Pipeline LLC Statements of Cash Flows (in thousands of dollars) Operating activities Net income Reconciliation of net income to net cash flows provided by operating activities: Depreciation and accretion expenses Asset impairment charges Non-cash expense related to long-term operating leases Loss on sale of assets Effect of changes in operating accounts: Decrease (increase) in accounts receivable Decrease (increase) in other current assets Increase (decrease) in accounts payable Increase in deferred revenue attributable to make-up rights Increase (decrease) in deferred revenue attributable to in-transit volumes Increase in accrued ad valorem taxes payable Increase (decrease) in other current liabilities Decrease in other liabilities Net cash flows provided by operating activities Investing activities Capital expenditures Proceeds from sales of assets Cash used in investing activities Financing activities Cash contributions from Members Cash distributions to Members Cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents, January 1 Cash and cash equivalents, December 31 For the Year Ended December 31, 2019 2020 2018 $ 114,138 $ 97,726 $ 71,063 17,962 -- 135 26 3,391 (2) (11,390) 8,981 (2,220) 1,631 (201) (140) 132,311 (15,086) 12 (15,074) 11,010 (147,920) (136,910) (19,673) 43,876 $ 24,203 14,792 -- 132 45 (3,115) (385) 3,760 -- 1,917 856 473 (147) 116,054 (105,106) 37 (105,069) 90,525 (94,338) (3,813) 7,172 36,704 $ 43,876 13,957 170 -- 11 (1,285) 40 (197) -- (1,202) 683 100 -- 83,340 (26,509) 28 (26,481) 44,940 (85,223) (40,283) 16,576 20,128 $ 36,704 Supplemental cash flow information Current liabilities for capital expenditures at December 31 $ 437 $ 4,077 $ 1,647 The accompanying notes are an integral part of these financial statements. 202 Front Range Pipeline LLC Statements of Members’ Equity (in thousands of dollars) Balance – January 1, 2018 Net income Cash contributions from Members Cash distributions to Members Balance – December 31, 2018 Net income Cash contributions from Members Cash distributions to Members Balance – December 31, 2019 Net income Cash contributions from Members Cash distributions to Members Balance – December 31, 2020 Enterprise Products Operating LLC (33 1/3%) DCP Partners Logistics, LLC (33 1/3%) WGR Operating, LP (33 1/3%) $ 160,309 23,688 14,980 (28,408) $ 170,569 32,576 30,175 (31,446) $ 201,874 38,046 3,670 (49,307) $ 194,283 $ 160,309 23,688 14,980 (28,408) $ 170,569 32,575 30,175 (31,446) $ 201,873 38,046 3,670 (49,306) $ 194,283 $ 160,309 23,687 14,980 (28,407) $ 170,569 32,575 30,175 (31,446) $ 201,873 38,046 3,670 (49,307) $ 194,282 Total $ 480,927 71,063 44,940 (85,223) $ 511,707 97,726 90,525 (94,338) $ 605,620 114,138 11,010 (147,920) $ 582,848 The accompanying notes are an integral part of these financial statements. 203 Front Range Pipeline LLC Notes to Financial Statements 1. Company Organization and Nature of Operations Company Organization Front Range Pipeline LLC (“Front Range”) is a Delaware limited liability company formed in February 2012 that owns the Front Range Pipeline. Unless the context requires otherwise, references to “we,” “us,” “our” or the “Company” within these notes are intended to mean Front Range. At December 31, 2020, our member interests were owned as follows: • • • 33 1/3% by Enterprise Products Operating LLC (“Enterprise”); 33 1/3% by DCP Partners Logistics, LLC (“DCP”); and, 33 1/3% by WGR Operating, LP (“Western”). Enterprise, DCP and Western are referred to individually as a “Member” and collectively as the “Members.” Description of Business The Front Range Pipeline is a 12-inch and 16-inch diameter natural gas liquids (“NGL”) pipeline that originates in Weld County, Colorado (in the Denver- Julesburg production basin) and extends approximately 451 miles to near Skellytown, Texas in Carson County, Texas. The Front Range Pipeline has connections to the Mid-America Pipeline System, which is owned and operated by an affiliate of Enterprise, and the Texas Express Pipeline, which is operated by an affiliate of Enterprise. The Front Range Pipeline provides producers in the Denver-Julesburg basin with access to the Gulf Coast market, which is the largest NGL market in the U.S. Throughput capacity for the pipeline was expanded by approximately 100 thousand barrels per day (“MBPD”) and placed into commercial service in April 2020. Since we have no employees, our operating functions, general and administrative support and project management personnel are provided by an affiliate of Enterprise pursuant to an operating agreement (see Note 6). All statistical data (e.g., pipeline mileage, transportation capacity and similar operating and physical measurements) in these notes to financial statements are unaudited. 2. Significant Accounting Policies Our financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation. Dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars. In preparing these financial statements, we have evaluated subsequent events for potential recognition or disclosure through February 18, 2021, the issuance date of the financial statements. Accounts Receivable Accounts receivable are primarily from shippers who utilize our pipeline. On a routine basis, we review all outstanding accounts receivable balances and record a reserve for amounts that we expect will not be fully recovered. We do not apply actual balances against any reserves until we have exhausted substantially all collection efforts. 204 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The new guidance, referred to as the current expected credit loss (“CECL”) model, requires the measurement of expected credit losses for financial assets (e.g., accounts receivable) held at the reporting date based on historical experience, current economic conditions, and reasonable and supportable forecasts. These changes are expected to result in the more timely recognition of losses. The adoption of this new guidance on January 1, 2020 did not have an impact on our financial statements. We have no allowance for doubtful accounts as of December 31, 2020. Cash and Cash Equivalents Cash and cash equivalents represent unrestricted cash on hand and may also include highly liquid investments with original maturities of less than three months from the date of purchase. Commitments and Contingent Liabilities Certain conditions may exist as of the date our financial statements are issued, which may result in a loss to us but which will only be resolved when one or more future events occur or fail to occur. Our management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to pending legal proceedings or unasserted claims that may result in such proceedings, our legal counsel evaluates the perceived merits of such matters including the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be recognized and the nature of the contingent liability would be disclosed in our financial statements. If the assessment indicates that a loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss (if determinable), would be disclosed, if material. Loss contingencies considered remote are generally not disclosed or recognized unless they involve guarantees that are material to us, in which case the nature of the guarantee would be disclosed. We have no capital expenditure commitments or contingent liabilities at December 31, 2020. Environmental Costs Our operations are subject to extensive federal and state environmental regulations. Environmental costs for remediation are accrued based on estimates of known remediation requirements. Such accruals are based on management’s best estimate of the ultimate cost to remediate a site and are adjusted as further information and circumstances develop. Those estimates may change substantially depending on information about the nature and extent of contamination, appropriate remediation technologies and regulatory approvals. Expenditures to mitigate or prevent future environmental contamination are capitalized. Ongoing environmental compliance costs are charged to expense as incurred. In accruing for environmental remediation liabilities, costs of future expenditures for environmental remediation are not discounted to their present value, unless the amount and timing of the expenditures are fixed or reliably determinable. We have no accrued liabilities for environmental remediation projects as of December 31, 2020. Estimates Preparing our financial statements in conformity with GAAP requires us to make estimates that affect amounts presented in the financial statements. Our most significant estimates relate to (i) the useful lives and depreciation methods used for fixed assets; (ii) measurement of fair value and projections used in impairment testing of fixed assets; and (iii) revenue and expense accruals. Actual results could differ materially from our estimates. On an ongoing basis, we review our estimates based on currently available information. Any changes in the facts and circumstances underlying our estimates may require us to update such estimates, which could have a material impact on our financial statements. Fair Value Information 205 The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values based on their short-term nature. Impairment Testing for Long-Lived Assets Long-lived assets such as pipelines and facilities are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Long-lived assets with carrying values that are not expected to be recovered through future cash flows are written- down to their estimated fair values. The carrying value of a long-lived asset is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the asset’s carrying value exceeds the sum of its undiscounted cash flows, a non- cash asset impairment charge equal to the excess of the asset’s carrying value over its estimated fair value is recorded. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. We measure fair value using market price indicators or, in the absence of such data, appropriate valuation techniques. There were no asset impairment charges for the years ended December 31, 2020 and 2019. There were $0.2 million of asset impairment charges for the year ended December 31, 2018. Income Taxes We are organized as a pass-through entity for federal income tax purposes. As a result, our financial statements do not provide for such taxes, and our Members are individually responsible for their allocable share of our taxable income for federal income tax purposes. Leases We adopted Accounting Standards Codification (“ASC”) 842, Leases, on January 1, 2019. The core principle of ASC 842 requires substantially all leases be recorded on the balance sheet. The new standard introduces two lessee accounting models, which result in a lease being classified as either a “finance” or “operating” lease based on whether the lessee effectively obtains control of the underlying asset over the lease term. A lease would be classified as a finance lease if it meets one of five classification criteria. By default, a lease that does not meet the criteria to be classified as a finance lease will be deemed an operating lease. Regardless of classification, the initial measurement of both lease types will result in the balance sheet recognition of a right-of-use (“ROU”) asset (representing a company’s right to use the underlying asset for a specified period of time) and a corresponding lease liability. The lease liability will be recognized at the present value of the future lease payments, and the ROU asset will equal the lease liability adjusted for any prepaid rent, lease incentives provided by the lessor, and any indirect costs. In addition, we elected to apply several practical expedients and made accounting policy elections upon adoption of ASC 842 including: • We do not recognize ROU assets and lease liabilities for short-term leases and, instead, record them in a manner similar to operating leases under legacy lease accounting guidelines. A short term lease is one with a maximum lease term of 12 months or less and does not include a purchase option the lessee is reasonably certain to exercise. • We did not reassess whether any expired or existing contracts as of January 1, 2019 contained leases or the lease classification for any existing or expired leases. • The impact of adopting ASC 842 was prospective beginning January 1, 2019. We did not recast prior periods presented in our financial statements to reflect the new lease accounting guidance. • We combine lease and nonlease components relating to our office and warehouse leases, as applicable. We recognized $0.7 million in ROU assets and lease liabilities, respectively, for long-term operating leases at January 1, 2019 in connection with the adoption of ASC 842. These amounts are related to leased office space in Centennial, Colorado used in our operations. These amounts represented less than 1% and 5% of our assets and 206 liabilities, respectively, at the adoption date. On an undiscounted basis, our long-term operating lease obligations aggregated to $0.7 million at January 1, 2019. At December 31, 2020, this lease had a remaining term of 2.8 years and a discount rate of 2.5%. Operating lease expense was $0.1 million for each of the years ended December 31, 2020 and 2019. Cash paid for operating lease liabilities recorded on our balance sheet was $0.1 million for each of the years ended December 31, 2020 and 2019. Property, Plant and Equipment Property, plant and equipment is recorded at historical cost. Expenditures for additions, improvements and other enhancements to property, plant and equipment are capitalized, and minor replacements, maintenance, and repairs that do not extend asset life or add value are charged to expense as incurred. When property, plant and equipment assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in results of operations for the respective period. In general, depreciation is the systematic and rational allocation of an asset’s cost, less its residual value (if any), to the reporting periods it benefits. Our property, plant and equipment is depreciated using the straight-line method, which results in depreciation expense being incurred evenly over the life of an asset. Our estimate of depreciation expense incorporates management assumptions regarding the useful economic lives and residual values of our assets. Asset retirement obligations (“AROs”) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with the retirement of property, plant and equipment assets. We recognize the fair value of a liability for an ARO in the period in which it is incurred and can be reasonably estimated, with the associated asset retirement cost capitalized as part of the carrying value of the asset. ARO amounts are measured at their estimated fair value using expected present value techniques. Over time, the ARO liability is accreted to its present value (through accretion expense) and the capitalized amount is depreciated over the remaining useful life of the related long-term asset. We will incur a gain or loss to the extent that our ARO liabilities are not settled at their recorded amounts. See Note 3 for additional information regarding our property, plant and equipment and related AROs. Revenues See Note 5 for information regarding our revenue recognition policies and related disclosures. 3. Property, Plant and Equipment The historical cost of our property, plant and equipment and related accumulated depreciation was as follows at the dates indicated: Pipeline assets Transportation and other equipment Land Construction in progress Total Less accumulated depreciation Property, plant and equipment, net Estimated Useful Life in Years 34-39 9 December 31, 2020 2019 $ 667,609 977 1,035 191 669,812 99,143 $ 570,669 $ 646,312 1,009 574 15,629 663,524 81,294 $ 582,230 Depreciation expense was $17.9 million, $14.7 million and $13.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. 207 Capital expenditures for the year ended December 31, 2019 primarily relate to projects to increase the transportation capacity of our pipeline. Asset Retirement Obligations Our AROs result from pipeline right-of-way agreements associated with our operations. The following table presents information regarding our asset retirement liabilities for the years indicated: Balance of ARO at beginning of year Accretion expense Balance of ARO at end of year For the Year Ended December 31, 2019 2020 2018 $ 804 70 $ 874 $ 740 64 $ 804 $ 680 60 $ 740 Property, plant and equipment at both December 31, 2020 and 2019 included $0.4 million of asset retirement costs that were capitalized as an increase in the associated long-lived asset. The following table presents our forecast of accretion expense for the years indicated: 2021 $ 76 2022 $ 83 2023 $ 90 2024 $ 98 2025 $ 106 4. Members’ Equity As a limited liability company, our Members are not personally liable for any of our debts, obligations or other liabilities. Income or loss amounts are allocated to our Members based on their respective member interests. Cash contributions from and distributions to Members, if any, are also based on their respective membership interests. Our Members may be required in the future to make additional cash contributions in amounts determined by our Management Committee, which is responsible for conducting our affairs in accordance with the LLC Agreement. Cash distributions to Members are also determined by our Management Committee. 5. Revenues Our revenues are accounted for under ASC 606, Revenues from Contracts with Customers. The core principle of ASC 606 is that a company should recognize revenue in a manner that fairly depicts the transfer of goods or services to customers in amounts that reflect the consideration the company expects to receive for those goods or services. We apply this principle by following five key steps outlined in ASC 606: (i) identify the contract; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognizing revenue when (or as) the performance obligation is satisfied. Each of these steps involves management judgment and an analysis of the contract’s material terms and conditions. Revenues from NGL transportation services are based upon a fixed fee per barrel transported multiplied by the volume redelivered. We recognize revenue from NGL transportation services when the shipper’s volumes are redelivered. We believe this approach to revenue recognition faithfully depicts how we satisfy our performance obligations to shippers over time, and is measured in terms of volumes redelivered for the shippers. We invoice shippers for transportation services upon receipt of their volumes; however, for revenue recognition purposes, the associated transportation revenues are deferred until such volumes are redelivered (i.e., our performance obligations under the NGL transportation agreements are satisfied). At December 31, 2020 and 2019, 208 deferred revenues attributable to “in-transit” volumes were $1.2 million and $3.4 million, respectively. The amounts outstanding at December 31, 2020 and 2019 were subsequently recognized as revenue in January 2021 and 2020, respectively. As noted above, customers are invoiced upon receipt of their volumes, which is when we have an unconditional right to consideration under the associated contract. The terms of our billings are typical of the midstream energy industry. At December 31, 2020 and 2019, accounts receivable were $7.5 million and $10.9 million, respectively. Under certain of our transportation agreements, shippers are required to transport a minimum volume of NGLs each month. If the shipper does not transport the minimum volume, they are still required to pay us an amount based on the minimum volume commitment, with a provision that allows the shipper to make-up any volume shortfalls over an agreed-upon period (referred to as a shipper “make-up right”). Revenue pursuant to such agreements is initially deferred and subsequently recognized when either the make-up rights are exercised, the likelihood of the customer exercising the rights becomes remote, or we are otherwise released from the performance obligation. At December 31, 2020, our deferred revenues attributable to make-up rights totaled $9.0 million. We expect to recognize the amounts outstanding at December 31, 2020 as revenue in 2021. At December 31, 2019, there were no deferred revenues attributable to make-up rights. The following table presents estimated fixed consideration from TSAs that contain minimum volume commitments with terms that exceed one year. These amounts represent the revenues we expect to recognize in future years from these contracts at December 31, 2020. 2021 $ 142,899 2022 $ 144,062 2023 $ 139,760 2024 $ 54,698 2025 Thereafter Total $ 46,856 $ 88,283 $ 616,558 6. Related Party Transactions We provide transportation services to our Members. The following table summarizes our related party revenues for the years indicated: Western and its affiliates DCP and its affiliates Total For the Year Ended December 31, 2019 2020 2018 $ 96,144 46,607 $ 142,751 $ 67,399 54,686 $ 122,085 $ 51,112 48,725 $ 99,837 Our legacy transportation service agreements (“Legacy TSAs”) with affiliates of Western and DCP involve minimum monthly volume commitments and make-up rights. Under these arrangements, each shipper is invoiced for its monthly volume commitment and, if needed, the shipper has the following twelve-month period in which to make up any volume shortfall they have paid for. The Legacy TSAs have an initial term of 15 years, with provisions for annual evergreen renewals thereafter (unless terminated by either party as defined in the contracts). For the first ten contract years, the shipper is invoiced monthly for its volume commitment, which ends in January 2024. For the last five contract years (beginning February 2024), there are no monthly volume commitments under the Legacy TSAs. In connection with our expansion project (see Note 1), a new transportation service agreement (the “Expansion TSA”) was executed with an affiliate of Western. The Expansion TSA includes minimum volume commitments and make-up rights. The Expansion TSA has an initial term of 13 years, which commenced in April 2020, with provisions for annual evergreen renewals thereafter (unless terminated by either party as defined in the contracts). 209 For the first eight years, the related party shipper will be invoiced monthly for its volume commitment, which ends in March 2028. For the last five years (beginning April 2028), there are no monthly volume commitments under the Expansion TSA; however, the related party shipper has dedicated its production from certain regional facilities to our pipeline. The following table presents the total average daily minimum volume commitments under the Legacy TSAs and the Expansion TSA for the years indicated (in MBPD): Year 2021 2022 2023 2024 2025 2026 2027 2028 Legacy TSAs 107 107 107 107 -- -- -- -- Expansion TSA 35 43 45 45 45 41 33 30 We have a joint tariff arrangement with Texas Express Pipeline LLC (“TEP”) for the transportation of NGLs on the Texas Express Pipeline that originate from our pipeline. Since we have no employees, our operating functions, general and administrative support and project management services are provided by employees of an affiliate of Enterprise. Our reimbursements to Enterprise for payroll costs were $2.9 million for the year ended December 31, 2020. In addition, we paid Enterprise $1.2 million in management fees for the year ended December 31, 2020. These related party costs are a component of operating costs and expenses on our Statement of Operations. The following table summarizes accounts receivable and accounts payable with related parties at the dates indicated: Accounts receivable – related parties DCP and its affiliates Western and its affiliates Total Accounts payable – related parties TEP – joint tariff arrangement Enterprise and its affiliates Total December 31, 2020 2019 $ 2,478 3,435 $ 5,913 $ -- 778 $ 778 $ 3,473 6,757 $ 10,230 $ 9,716 902 $ 10,618 210 7. Risks and Uncertainties Regulatory and Legal Risks As part of our normal business activities, we may be subject to various laws and regulations, including those related to environmental matters. In the opinion of management, compliance with existing laws and regulations is not expected to have a material effect on our financial position, results of operations or cash flows. Also, in the normal course of business, we may be a party to lawsuits and similar proceedings before various courts and governmental agencies involving, for example, contractual disputes, environmental issues and other matters. We are not aware of any such matters at December 31, 2020 and 2019. If new information becomes available, we will establish accruals and/or make disclosures as appropriate. Customer Concentration Substantially all of our revenues are earned from Western and its affiliates and DCP and its affiliates. The loss of either of these related party customers could have a material adverse effect on our financial position, results of operations and cash flows. 211 FINANCIAL STATEMENTS With Report of Independent Registered Public Accounting Firm GULF COAST EXPRESS PIPELINE LLC As of December 31, 2020 and 2019 and For the Years Ended December 31, 2020, and 2019 and the Unaudited Period from October 13, 2017 (Inception) to December 31, 2018 212 Report of Independent Registered Public Accounting Firm Board of Directors and Members Gulf Coast Express Pipeline LLC Houston, Texas Opinion on the Financial Statements We have audited the accompanying balance sheets of Gulf Coast Express Pipeline LLC (the “Company”) as of December 31, 2020 and 2019, the related statements of income, members’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. Emphasis of Matter – Significant Transactions with Related Parties As discussed in Note 4 to the financial statements, the Company has entered into significant transactions with related parties. /s/ BDO USA, LLP We have served as the Company's auditor since 2020. Houston, Texas February 19, 2021 213 GULF COAST EXPRESS PIPELINE LLC STATEMENTS OF INCOME (In thousands) Revenues $ 366,185 $ 132,103 $ 2,609 Year Ended December 31, 2019 2020 October 13, 2017 (Inception) to December 31, 2018 (Unaudited) Operating Costs and Expenses Operations and maintenance Depreciation and amortization General and administrative Taxes, other than income taxes Total Operating Costs and Expenses Operating Income Other Income (Expense) Interest income Other Total Other Income Income Before Taxes Income Tax Expense Net Income 7,409 59,456 7,058 26,043 99,966 1,900 19,272 2,194 681 24,047 16 244 172 — 432 266,219 108,056 2,177 132 — 132 1,577 639 2,216 266,351 110,272 (1,395) (275) 1,508 95 1,603 3,780 — $ 264,956 $ 109,997 $ 3,780 The accompanying notes are an integral part of these financial statements. 214 GULF COAST EXPRESS PIPELINE LLC BALANCE SHEETS (In thousands) ASSETS Current assets Cash and cash equivalents Accounts receivable Accounts receivable from affiliates Natural gas imbalance receivable Other current asset Total current assets Property, plant and equipment, net Other non-current assets Total Assets LIABILITIES AND MEMBERS’ EQUITY Current liabilities Accounts payable Accrued taxes, other than income taxes Natural gas imbalance payable Other current liabilities Total current liabilities Long-term liabilities and deferred credits Total Liabilities Commitments and contingencies (Note 6) Members’ Equity Total Liabilities and Members’ Equity December 31, 2020 2019 $ $ $ 21,626 13,585 17,522 7,065 112 59,910 1,714,062 — 1,773,972 2,389 18,642 9,921 2,045 32,997 526 33,523 32,764 10,674 28,415 546 13 72,412 1,766,129 21 1,838,562 42,714 3,434 722 1,258 48,128 605 48,733 1,740,449 1,773,972 $ 1,789,829 1,838,562 $ $ $ $ The accompanying notes are an integral part of these financial statements. 215 GULF COAST EXPRESS PIPELINE LLC STATEMENTS OF CASH FLOWS (In thousands) Cash Flows From Operating Activities Net income Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization Changes in components of working capital: Accounts receivable Accounts payable Accrued taxes, other than income Other current assets and liabilities Other long-term assets and liabilities Net Cash Provided by Operating Activities Cash Flows From Investing Activities Capital expenditures Net Cash Used in Investing Activities Cash Flows From Financing Activities Contributions from Members Distributions to Members Net Cash (Used in) Provided by Financing Activities Net (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents, beginning of period Cash and Cash Equivalents, end of period Non-cash Investing and Financing Activities Net increase in property, plant, and equipment accruals Year Ended December 31, 2019 2020 October 13, 2017 (Inception) to December 31, 2018 (Unaudited) $ 264,956 $ 109,997 $ 3,780 59,456 7,982 (86) 15,184 3,367 (56) 350,803 19,272 (37,447) 868 3,457 447 286 96,880 244 (1,642) 465 — 974 298 4,119 (47,605) (47,605) (1,172,136) (1,172,136) (572,151) (572,151) 10,722 (325,058) (314,336) (11,138) 32,764 21,626 $ $ 1,135,128 (101,302) 1,033,826 (41,430) 74,194 32,764 642,226 — 642,226 74,194 — 74,194 257,742 $ $ The accompanying notes are an integral part of these financial statements. 216 GULF COAST EXPRESS PIPELINE LLC STATEMENTS OF MEMBERS’ EQUITY (In thousands) Beginning Balance Net income Contributions Distributions Ending Balance $ $ $ Year Ended December 31, 2020 2019 1,789,829 264,956 10,722 (325,058) 1,740,449 646,006 109,997 1,135,128 (101,302) 1,789,829 $ October 13, 2017 (Inception) to December 31, 2018 (Unaudited) $ $ — 3,780 642,226 — 646,006 The accompanying notes are an integral part of these financial statements. 217 1. General GULF COAST EXPRESS PIPELINE LLC NOTES TO FINANCIAL STATEMENTS We are a Delaware limited liability company, formed on October 13, 2017. When we refer to “us,” “we,” “our,” “the Company,” or “GCX,” we are describing Gulf Coast Express Pipeline LLC. The Members’ interests in us are as follows: • • • • 34% - Kinder Morgan Texas Pipeline LLC (KMTP), an indirect subsidiary of Kinder Morgan, Inc. (KMI); 25% - DCP GCX Pipeline LLC (DCP), an indirect subsidiary of DCP Midstream, LP; 25% - Targa GCX Pipeline LLC (Targa), an indirect subsidiary of Targa Resources Corp.; and 16% - Altus Midstream LP (Altus), a subsidiary of Apache Corporation. We were formed to develop, construct, own, operate and maintain the GCX Pipeline system. Beginning in Waha Hub near Coyanosa, Texas in the Permian Basin and extending to Agua Dulce, Texas, the 522-mile pipeline is designed to transport approximately 2 billion cubic feet per day of natural gas. The first 9 miles of the Midland Lateral (Phase 1 facilities) were placed in service in August 2018 and the remaining 40 miles was placed in service (Phase 1A facilities) in April 2019. The project was placed in full commercial operations in September 2019. 2. Summary of Significant Accounting Policies Basis of Presentation We have prepared our accompanying financial statements in accordance with the accounting principles contained in the Financial Accounting Standards Board’s Accounting Standards Codification, the single source of United States Generally Accepted Accounting Principles and referred to in this report as the Codification. Additionally, certain amounts from the prior year have been reclassified to conform to the current presentation. Management has evaluated subsequent events through February 19, 2021, the date the financial statements were available to be issued. Coronavirus Diseases 2019 (COVID-19) The COVID-19 pandemic-related reduction in energy demand and the dramatic decline in commodity prices that began in the first quarter of 2020 has continued to cause disruptions and volatility. Sharp declines in the supply of and demand for energy related commodities due to the economic shutdown in the wake of the pandemic also affected the energy industry during 2020, and continues to do so. Further, significant uncertainty remains regarding the duration and extent of the impact of the pandemic (including the timing and distribution of vaccines) on the energy industry, including demand and prices for hydrocarbons. Use of Estimates Certain amounts included in or affecting our financial statements and related disclosures must be estimated, requiring us to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time our financial statements are prepared. These estimates and assumptions affect the amounts we report for assets and liabilities, our revenues and expenses during the reporting period, and our disclosures, including as it relates to contingent assets and liabilities at the date of our financial statements. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods we consider reasonable in the particular circumstances. Nevertheless, actual results may differ 218 significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Certain accounting policies are of more significance in our financial statement preparation process than others, and set out below are the principal accounting policies we apply in the preparation of our financial statements. Cash Equivalents We define cash equivalents as all highly liquid short-term investments with original maturities of three months or less. Allowance for Credit Losses Effective with our adoption of Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments–Credit Losses” on January 1, 2020, we evaluate our financial assets measured at amortized cost and off-balance sheet credit exposures for expected credit losses over the contractual term of the asset or exposure. We consider available information relevant to assessing the collectability of cash flows including the expected risk of credit loss even if that risk is remote. We measure expected credit losses on a collective (pool) basis when similar risk characteristics exist and we reflect the expected credit losses on the amortized cost basis of the financial asset as of the reporting date. Our financial instruments primarily consist of our accounts receivable from customers. We utilized historical analysis of credit losses experienced over the previous five years along with current conditions and reasonable and supportable forecasts of future conditions in our evaluation of collectability of our financial assets. Prior to the adoption of ASU No. 2016-13, generally our evaluation of appropriate reserves for our accounts receivable was based on a historical analysis of uncollected amounts and we recorded adjustments for changed circumstances and customer-specific information. We had no allowance for credit losses recorded as of December 31, 2020 and 2019. Natural Gas Imbalances Natural gas imbalances occur when the amount of natural gas delivered from or received by a pipeline system or storage facility differs from the scheduled amount of gas to be delivered or received. We value these imbalances due to or from shippers and operators at current index prices. Imbalances are settled in cash or made up in-kind. Imbalances due from others are reported on our accompanying Balance Sheets in “Natural gas imbalance receivable.” Imbalances owed to others are reported on our accompanying Balance Sheets in “Natural gas imbalance payable.” We classify all imbalances due from or owed to others as current as we expect to settle them within a year. Property, Plant and Equipment, net Our property, plant and equipment is recorded at its original cost of construction. For constructed assets, we capitalize all construction-related direct labor and material costs, as well as indirect construction costs. The indirect capitalized labor and related costs are an established amount in the Construction Management Agreement (CMA) which represents the estimate of labor and related costs associated with supporting construction projects. We expense costs for routine maintenance and repairs in the period incurred. We use the composite method to depreciate our property, plant and equipment. Under this method, assets with similar economic characteristics are grouped and depreciated as one asset. When property, plant and equipment is retired, accumulated depreciation and amortization is charged for the original costs of the assets in addition to the costs to remove, sell or dispose of the assets, less salvage value. We do not recognize gains or losses upon normal retirement of assets under the composite depreciation method. 219 Asset Retirement Obligations (ARO) We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses. We record, as liabilities, the fair value of ARO on a discounted basis when they are incurred and can be reasonably estimated, which is typically at the time the assets are installed or acquired. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalized costs are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when the asset is taken out of service. We are required to operate and maintain our natural gas pipeline system, and intend to do so as long as supply and demand for such services exists, which we expect for the foreseeable future. Therefore, we believe that we cannot reasonably estimate the ARO for the substantial majority of our assets because these assets have indeterminate lives. We continue to evaluate our ARO and future developments could impact the amounts we record. We had no ARO recorded as of December 31, 2020 and 2019. Long-lived Asset Impairments We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the carrying values may not be recovered. These events include changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adverse changes in market conditions or in the legal or business environment such as adverse actions by regulators. If an event occurs, which is a determination that involves judgment, we evaluate the recoverability of the carrying value of our long-lived asset based on the long-lived asset's ability to generate future cash flows on an undiscounted basis. If an impairment is indicated, or if we decide to sell a long-lived asset or group of assets, we adjust the carrying value of the asset downward, if necessary, to its estimated fair value. Our fair value estimates are generally based on assumptions market participants would use, including market data obtained through the sales process or an analysis of expected discounted future cash flows. There were no impairments for the years ended December 31, 2020 and 2019, and for the period from October 13, 2017 (Inception) to December 31, 2018 (Unaudited). Revenue Recognition Revenue from Contracts with Customers We review our contracts with customers using the following steps to recognize revenue based on the transfer of goods or services to customers and in amounts that reflect the consideration the company expects to receive for those goods or services. The steps include: (i) identify the contract; (ii) identify the performance obligations of the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and then (v) recognize revenue when (or as) the performance obligation is satisfied. Each of these steps involves management judgment and an analysis of the contract’s material terms and conditions. Our revenues are generated from the transportation of natural gas under firm service customer contracts with take-or-pay elements (principally for capacity reservation) where both the price and quantity are fixed. Generally, for these contracts: (i) our promise is to transfer (or stand ready to transfer) a series of distinct integrated services over a period of time, which is a single performance obligation; (ii) the transaction price includes both fixed and/or variable consideration which is determinable at contract inception and/or at each month end based on our right to invoice at month end for the value of services provided to the customer that month; and (iii) the transaction price is recognized as revenue over the service period specified in the contract as the services are rendered. In these arrangements, the customer is obligated to pay for services associated with its take-or-pay obligation regardless of whether or not the customer chooses to utilize the service in that period. Because we make the service continuously available over the service period, we recognize the take-or-pay amount as revenue ratably over such period based on the passage of time. 220 The natural gas we receive under our transportation contracts remains under the control of our customers. Under firm service contracts, the customer generally pays a two-part transaction price that includes (i) a fixed fee reserving the right to transport natural gas in our facilities up to contractually specified capacity levels (referred to as “reservation”) and (ii) a fee-based per-unit rate for quantities of natural gas actually transported in excess of contractual quantities. In our firm service contracts we generally promise to provide a single integrated service each day over the life of the contract, which is fundamentally a stand-ready obligation to provide services up to the customer’s reservation capacity prescribed in the contract. Our customers have a take-or-pay payment obligation with respect to the fixed reservation fee component, regardless of the quantities they actually transport. On interruptible service contracts, there is no fixed fee associated with these transportation services because the customer accepts the possibility that service may be interrupted at our discretion in order to serve customers who have firm service contracts. We do not have an obligation to perform under interruptible customer arrangements until we accept and schedule the customer’s request for periodic service. The customer pays a transaction price based on a fee- based per-unit rate for the quantities actually transported. Contract Balances Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cash collections. Our contract liabilities are related to capital improvements paid for in advance by certain customers, which we recognize as revenue on a straight-line basis over the initial term of the related customer contracts. Refer to Note 5 for further information. Environmental Matters We capitalize or expense, as appropriate, environmental expenditures. We capitalize certain environmental expenditures required to obtain rights-of- way, regulatory approvals or permitting as part of the construction of facilities we use in our business operations. We accrue and expense environmental costs that relate to an existing condition caused by past operations, which do not contribute to current or future revenue generation. We generally do not discount environmental liabilities to a net present value, and we record environmental liabilities when environmental assessments and/or remedial efforts are probable and we can reasonably estimate the costs. Generally, our accrual of these environmental liabilities coincides with either our completion of a feasibility study or our commitment to a formal plan of action. We recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable. We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. We also routinely adjust our environmental liabilities to reflect changes in previous estimates. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us, and potential third-party liability claims we may have against others. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our income in the period in which they are reasonably determinable. We are subject to environmental cleanup and enforcement actions from time to time. In particular, the Comprehensive Environmental Response, Compensation and Liability Act generally imposes joint and several liability for cleanup and enforcement costs on current and predecessor owners and operators of a site, among others, without regard to fault or the legality of the original conduct, subject to the right of a liable party to establish a “reasonable basis” for apportionment of costs. Our operations are also subject to federal, state and local laws and regulations relating to protection of the environment. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our operations, and there can be no assurance that we will not incur significant costs and liabilities. Moreover, it is possible that other developments could result in substantial costs and liabilities to us, such 221 as increasingly stringent environmental laws, regulations and enforcement policies under the terms of authority of those laws, and claims for damages to property or persons resulting from our operations. Although it is not possible to predict the ultimate outcomes, we believe that the resolution of environmental matters, and other matters to which we are a party, will not have a material adverse effect on our business. We had no accruals for any outstanding environmental matters as of December 31, 2020 and 2019. Income Taxes We are a limited liability company that is treated as a partnership for income tax purposes and are not subject to federal or state income taxes. Accordingly, no provision for federal or state income taxes has been recorded in our financial statements. The tax effects of our activities accrue to our Members who report on their individual federal income tax returns their share of revenues and expenses. However, we are subject to Texas margin tax (a revenue based calculation), which is presented as “Income Tax Expense” on our accompanying Statements of Income. 3. Property, Plant and Equipment, net Our property, plant and equipment, net consisted of the following: Transmission facilities Intangible plant General plant Accumulated depreciation and amortization Land Construction work in progress Property, plant and equipment, net Annual Depreciation Rates % 3.33 3.33 10.0 - 20.0 December 31, 2020 2019 (In thousands) 1,772,123 16,103 3,559 (78,973) 1,712,812 283 967 1,714,062 $ $ 1,710,399 14,848 3,104 (19,517) 1,708,834 283 57,012 1,766,129 $ $ (a) Includes a net decrease in accruals of approximately $40,215,000 in 2020 as compared to 2019. 4. Related Party Transactions LLC Agreement Under the terms of the LLC Agreement, KMTP, DCP, Targa and Altus are obligated to make capital contributions to fund the construction of our pipeline. Affiliate Agreements As of December 20, 2017, we entered into a CMA and an Operations and Maintenance Agreement (OMA) with KMTP to develop and construct the GCX pipeline and upon completion of each phase facility, to operate, maintain and administer the GCX pipeline. Pursuant to the CMA, we paid KMTP a capital overhead fee payable in monthly installments, which began in February 2018 and continued through the completion of the construction phases. Pursuant to the OMA, we pay KMTP an annual corporate overhead charge in monthly installments. 222 Affiliate Balances and Activities We do not have employees. Employees of KMI provide services to us. In accordance with our governance documents, we reimburse KMI at cost. The following table summarizes our other balance sheet affiliate balances not presented separately on the accompanying Balance Sheets: December 31, 2020 2019 (In thousands) 6,839 272 9,524 $ 147 636 655 $ Year Ended December 31, 2019 2020 (In thousands) 95,315 705 1,754 27,623 206,804 2,379 6,092 898 $ October 13, 2017 (Inception) to December 31, 2018 (Unaudited) $ 1,549 11 59 16,347 Natural gas imbalance receivable Accounts payable Natural gas imbalance payable The following table shows revenues and costs from our affiliates: Revenues Operations and maintenance General and administrative(a) Capitalized costs(a) $ (a) Includes costs associated with the affiliate agreements described above. Subsequent Event In January 2021, we made distributions to our Members totaling $27,712,000. 223 5. Revenue Recognition Disaggregation of Revenues The following table presents our revenues disaggregated by revenue source and type of revenue for each revenue source: Revenue from contracts with customers Services Firm services Fee-based services Other Total revenues from contracts with customers Year Ended December 31, 2020 2019 (In thousands) 2018(a) (Unaudited) $ $ 363,007 3,196 (18) 366,185 $ $ 96,027 35,766 310 132,103 $ $ 2,603 6 — 2,609 (a) We had no revenues during the period from October 13, 2017 (Inception) to December 31, 2017. Revenue began with August 2018 Phase 1 facilities in-service date. Contract Balances We did not have any contract assets as of December 31, 2020 and 2019. As of December 31, 2020 and 2019, our contract liability balances were $592,000 and $640,000, respectively. Of the contract liability balance at December 31, 2019, $48,000 was recognized as an adjustment to revenue during the year ended December 31, 2020. Revenue Allocated to Remaining Performance Obligations The following table presents our estimated revenue allocated to remaining performance obligations for contracted revenue that has not yet been recognized, representing our “contractually committed” revenue as of December 31, 2020 that we will invoice or transfer from contract liabilities and recognize in future periods: Year 2021 2022 2023 2024 2025 Thereafter Total Estimated Revenue (In thousands) 362,573 362,573 362,573 363,566 362,573 1,357,202 3,171,060 $ $ Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to service customer contracts which have fixed pricing and fixed volume terms and conditions, generally including contracts with take-or-pay payment obligations. Our contractually committed revenue amounts generally exclude, based on the following practical 224 expedient that we elected to apply, remaining performance obligations for contracts with variable volume attributes in which such variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Major Customers The following table presents revenues from our largest customers, each of which exceeded 10% of our revenues as determined for each year individually and irrespective of the other periods presented below: Revenues from largest affiliated customer (number one) Revenues from largest affiliated customer (number two) Revenues from largest affiliated customer (number three) Revenues from largest affiliated customer (number four) Revenues from largest non-affiliated customer $ October 13, 2017 (Inception) to December 31, 2018 (Unaudited) $ 1,549 Year Ended December 31, 2019 2020 (In thousands) 29,546 28,805 17,836 $ 66,796 53,143 43,972 42,623 56,222 18,049 882 6. Litigation and Commitments We are party to various legal, regulatory and other matters arising from the day-to-day operations of our business that may result in claims against the Company. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves, that the ultimate resolution of such items will not have a material adverse impact on our business. We believe we have meritorious defenses to the matters to which we are a party and intend to vigorously defend the Company. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed. 225 Legal Proceeding Dispute with Pipe Supplier In January 2018, GCX entered into an agreement with Borusan Mannesmann Boru Sanayi ve Ticaret A.S. (Borusan), a steel pipe producer in Turkey, under which Borusan supplied highly specialized steel pipe for the GCX project. Total pipe costs are approximately $172.5 million. During March 2018, the U.S. government, pursuant to Section 232 of the Trade Expansion Act of 1962 (Section 232), announced a 25% tariff on steel imported from Turkey, including steel pipe. The tariff was later increased to 50%. The amount of the Section 232 tariff applicable to the pipe supplied by Borusan to GCX is $74.3 million. GCX and Borusan each allege the other party is responsible to pay the tariff. During May 2018, GCX made a request to the U.S. Department of Commerce (DOC) for an exclusion from the Section 232 tariffs. On April 23, 2019, GCX was informed that its request for an exclusion was denied. On June 11, 2019, GCX resubmitted its request for an exclusion from the Section 232 tariff. GCX took possession of the Borusan supplied pipe in February 2019. Thereafter, GCX both exercised its legal right to set off the amount of the disputed tariff from unpaid invoices sent to GCX by Borusan and demanded that Borusan reimburse GCX for the amount of the tariff previously paid by GCX to Borusan. GCX is currently setting off $37.2 million from the amount Borusan claims it is owed and demanding that Borusan return $37.1 million to GCX. On January 28, 2020, GCX filed a lawsuit against Borusan in the U.S. District Court for the Southern District of Texas alleging breach of contract and seeking a judicial declaration of GCX’s rights under the parties’ agreement. On May 22, 2020, the DOC approved GCX’s request for an exclusion from the Section 232 tariff. GCX and Borusan are taking steps to secure refunds of the Section 232 tariffs paid from the U.S. Bureau of Customs and Border Protection, and the lawsuit has been stayed while GCX and Borusan do so. The case is captioned Gulf Coast Express Pipeline, LLC v. Borusan Mannesmann Boru Sanayi Ve Ticaret A.S. General We had no accruals for any outstanding legal proceedings as of December 31, 2020 and 2019. Commitments As of December 31, 2020, we had capital commitments of approximately $2,377,000, for purchases related to construction work in progress. 226 (b) Exhibits Exhibit Number 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 *# *# *# *# *# *# *# *# *# *# 2.11 * 2.12 2.13 2.14 *# *# *# 2.15 * 2.16 2.17 *# *# Description Contribution, Conveyance and Assumption Agreement, dated December 7, 2005, among DCP Midstream Partners, LP, DCP Midstream Operating LP, DCP Midstream GP, LLC, DCP Midstream GP, LP, Duke Energy Field Services, LLC, DEFS Holding 1, LLC, DEFS Holding, LLC, DCP Assets Holdings, LP, DCP Assets Holdings, GP, LLC, Duke Energy Guadalupe Pipeline Holdings, Inc., Duke Energy NGL Services, LP, DCP LP Holdings, LP and DCP Black Lake Holdings, LLC (attached as Exhibit 10.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 12, 2005). Contribution Agreement, dated October 9, 2006, between DCP LP Holdings, LP and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on October 13, 2006). Purchase and Sale Agreement, dated March 7, 2007, between Anadarko Gathering Company, Anadarko Energy Services Company and DCP Midstream Partners, LP (attached as Exhibit 99.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 14, 2007). Contribution and Sale Agreement, dated May 21, 2007, between Gas Supply Resources Holdings, Inc., DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001- 32678) filed with the SEC on May 25, 2007). Contribution Agreement, dated May 23, 2007, among DCP LP Holdings, LP, DCP Midstream, LLC, DCP Midstream GP, LP and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001- 32678) filed with the SEC on May 25, 2007). Contribution Agreement dated February 24, 2009, among DCP LP Holdings, LLC, DCP Midstream GP, LP DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 10.16 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on March 5, 2009). Purchase and Sale Agreement by and Among DCP Midstream, LLC and DCP Midstream Partners, LP dated as of November 4, 2010 (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 8, 2010). Contribution Agreement between DCP Southeast Texas, LLC and DCP Partners SE Texas LLC dated as of November 4, 2010 (attached as Exhibit 2.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 8, 2010). Contribution Agreement, dated November 4, 2011, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.7 to DCP Midstream, LLC’s Schedule 13D (File No. 005-81287) dated as of January 13, 2012). Contribution Agreement, dated February 27, 2012, among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 1, 2012). First Amendment to Contribution Agreement, dated March 30, 2012, among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001- 32678) filed with the SEC on April 5, 2012). Contribution Agreement among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP dated June 25, 2012 (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 29, 2012). Contribution Agreement, dated November 2, 2012, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 7, 2012). Contribution Agreement dated February 27, 2013 among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 27, 2013). First Amendment to Contribution Agreement, dated March 28, 2013, among DCP LP Holdings, LLC, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001- 32678) filed with the SEC on April 3, 2013). Purchase and Sale Agreement (O'Connor Plant) by and between DCP Midstream Partners, LP and DCP Midstream, LP dated August 5, 2013 (attached as Exhibit 2.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 6, 2013). Purchase and Sale Agreement (Front Range Pipeline) by and among DCP Midstream Partners, LP and DCP Midstream, LP dated August 5, 2013 (attached as Exhibit 2.2 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 6, 2013). 227 Exhibit Number 2.18 2.19 2.20 2.21 *# *# * * 2.22 *# 3.1 3.2 3.3 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 * * * * * * * * * * * Description Purchase and Sale Agreement, dated February 25, 2014, by and between DCP Midstream, LP, as seller, and DCP Midstream Partners, LP, as buyer (attached as Exhibit 2.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 26, 2014). Contribution Agreement, dated February 25, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 26, 2014). First Amendment to Contribution Agreement, dated February 27, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 28, 2014). Second Amendment to Contribution Agreement, dated March 28, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on April 2, 2014). Contribution Agreement, dated December 30, 2016, by and among DCP Midstream, LLC, DCP Midstream Partners, LP and DCP Midstream Operating, LP (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001- 32678) filed with the SEC on January 6, 2017). Certificate of Limited Partnership of DCP Midstream Partners, LP dated August 5, 2005 (attached as Exhibit 3.1 to DCP Midstream Partners, LP's Registration Statement on Form S-1 (File No. 333-128378) filed with the SEC on September 16, 2005). Certificate of Amendment to Certificate of Limited Partnership of DCP Midstream Partners, LP dated January 11, 2017 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 17, 2017). Fifth Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP dated November 6, 2019 (attached as Exhibit 3.1 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 8, 2019). Indenture dated as of September 30, 2010 for the issuance of debt securities between DCP Midstream Operating, LP, as issuer, any Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on September 30, 2010). Second Supplemental Indenture dated as of March 13, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 13, 2012). Third Supplemental Indenture dated as of June 14, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 14, 2012). Fifth Supplemental Indenture dated as of March 14, 2013 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 14, 2013). Sixth Supplemental Indenture dated as of March 13, 2014 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on March 13, 2014). Seventh Supplemental Indenture dated as of July 17, 2018 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on July 17, 2018). Eighth Supplemental Indenture dated as of May 10, 2019 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 10, 2019). Ninth Supplemental Indenture dated as of June 24, 2020 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (attached as Exhibit 4.3 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on June 24, 2020). 228 Exhibit Number 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20 4.21 4.22 10.1 * * * * * * * * * * * * * * Description Indenture, dated as of August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank (attached as Exhibit 4.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). 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). 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) (attached as Exhibit 4.3 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). 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) (attached as Exhibit 4.4 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). 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) (attached as Exhibit 4.7 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). 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) (attached as Exhibit 4.8 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). 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) (attached as Exhibit 4.9 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). Indenture, dated as of May 21, 2013, by and between DCP Midstream Operating, LP (as issuer and successor to DCP Midstream, LLC) and the Bank of New York Mellon Trust Company, N.A (attached as Exhibit 4.10 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). First Supplemental Indenture, dated May 21, 2013, by and between DCP Midstream, LLC and the Bank of New York Mellon Trust Company, N.A (attached as Exhibit 4.11 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). 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 (attached as Exhibit 4.12 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). Form of Unit Certificate for 7.375% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (attached as Exhibit 4.1 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 20, 2017). Form of Unit Certificate for 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (attached as Exhibit 4.1 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on May 11, 2018). Form of Unit Certificate for 7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (attached as Exhibit 4.1 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on October 4, 2018). Description of Securities of DCP Midstream, LP. Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated December 7, 2005, as amended by Amendment No. 1 dated January 20, 2009 (attached as Exhibit 3.1 to DCP Midstream Partners, LP's Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on March 5, 2009). 229 Exhibit Number 10.2 * 10.3 10.4 * * 10.5 * 10.6 10.7 10.8 10.9 10.10 10.11 *+ *+ *+ *+ *+ *+ 10.12 *+ 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 *+ *+ *+ *+ *+ *+ *+ * Description Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated February 14, 2013 (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on February 21, 2013). Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC dated November 6, 2013 (attached as Exhibit 3.3 to DCP Midstream Partners, LP’s Quarterly Report on Form 10-Q (File No. 001-32678) filed with the SEC on November 6, 2013). Amendment No. 4 to Amended and Restated Limited Liability Company Agreement of DCP Midstream GP,LLC dated December 30, 2016 (attached as Exhibit 10.4 to DCP Midstream, LP’s Annual Report onForm 10-K (File No. 001-32678) filed with the SEC on February 15, 2017). First Amended and Restated Agreement of Limited Partnership of DCP Midstream GP, LP dated December 7, 2005 (attached as Exhibit 3.2 to DCP Midstream Partners, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 12, 2005). DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.26 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012). Form of Phantom Unit and DERs Grant for Directors under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.27 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012). Form of Performance Phantom Unit Grant Agreement and DERs Grant for Officers/Employees under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.28 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012). Form of Restricted Phantom Unit Grant Agreement and DERs Grant under the DCP Midstream Partners, LP 2012 Long-Term Incentive Plan (attached as Exhibit 10.29 to DCP Midstream Partners, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 29, 2012). DCP Midstream Partners, LP 2016 Long-Term Incentive Plan (attached as Exhibit A to DCP Midstream Partners, LP's Definitive Proxy Statement on Schedule 14A (File No. 001-32678) filed with the SEC on March 15, 2016). DCP Services, LLC 2008 Long-Term Incentive Plan, as amended and restated effective March 1, 2017 (attached as Exhibit 10.3 to DCP Midstream, LP’s Quarterly Report on Form 10-Q (File No. 001-32678) filed with the SEC on May 10, 2017). Form of Strategic Performance Unit Grant Agreement under the DCP Services, LLC 2008 Long-Term Incentive Plan (attached as Exhibit 10.12 to DCP Midstream, LP's Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 21, 2020). Form of Restricted Phantom Unit Grant Agreement under the DCP Services, LLC 2008 Long-Term Incentive Plan (attached as Exhibit 10.13 to DCP Midstream LP's Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 21, 2020). Form of Strategic Performance Unit Grant Agreement under the DCP Midstream, LP 2016 Long-Term Incentive Plan (attached as Exhibit 10.1 to DCP Midstream, LP's Quarterly Report on Form 10-Q (File No. 001-32678) filed with the SEC on May 7, 2020). Form of Restricted Phantom Unit Grant Agreement under the DCP Midstream, LP 2016 Long-Term Incentive Plan (attached as Exhibit 10.2 to DCP Midstream, LP's Quarterly Report on Form 10-Q (File No. 001-32678) filed with the SEC on May 7, 2020). DCP Midstream, LP Executive Deferred Compensation Plan (attached as Exhibit 10.18 to DCP Midstream, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 15, 2017). DCP Midstream, LP Executive Deferred Compensation Plan Adoption Agreement (attached as Exhibit 10.19 to DCP Midstream, LP’s Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 15, 2017). DCP Services, LLC Amended and Restated Executive Severance Plan effective February 19, 2020 (attached as Exhibit 10.3 to DCP Midstream, LP's Quarterly Report on Form 10-Q (File No. 001-32678) filed with the SEC on May 7, 2020). Separation Agreement between DCP Services, LLC and Brian Frederick dated December 11, 2019 (attached as Exhibit 10.18 to DCP Midstream, LP's Annual Report on Form 10-K (File No. 001-32678) filed with the SEC on February 21, 2020). Services and Employee Secondment Agreement, dated January 1, 2017, by and between DCP Services, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on January 6, 2017). 230 Exhibit Number 10.21 10.22 10.23 10.24 10.25 10.26 10.27 21.1 22 23.1 23.2 23.3 23.4 24.1 31.1 31.2 32.1 32.2 101 104 * * * * * * * Description Second Amended and Restated Credit Agreement, dated as of December 6, 2017, by and among DCP Midstream Operating, LP, DCP Midstream, LP, Mizuho Bank, Ltd., as administrative agent, and the lenders party thereto (attached as Exhibit 10.1 to DCP Midstream, LP's Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 8, 2017). First Amendment to Second Amended and Restated Credit Agreement, dated as of December 9, 2019, by and among DCP Midstream Operating, LP, DCP Midstream, LP, Mizuho Bank, Ltd., as administrative agent, and the financial institutions party thereto (attached as Exhibit 10.2 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 10, 2019). Receivables Financing Agreement, dated August 13, 2018, among DCP Receivables LLC, as borrower, the Partnership, as initial servicer, the lenders, LC participants and group agents that are parties thereto from time to time, PNC Bank National Association, as Administrative Agent and LC Bank and PNC Capital Markets LLC, as Structuring Agent (attached as Exhibit 10.1 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 14, 2018). First Amendment to Receivables Financing Agreement, dated August 12, 2019, among DCP Receivables LLC, as borrower, DCP Midstream, LP, as initial servicer, the lenders, LC participants and group agents that are parties thereto from time to time, PNC Bank National Association, as Administrative Agent and LC Bank and PNC Capital Markets LLC, as Structuring Agent (attached as Exhibit 10.1 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 12, 2019). Second Amendment to Receivables Financing Agreement, dated December 23, 2019, among DCP Receivables LLC, as borrower, DCP Midstream, LP, as initial servicer, the lenders, LC participants and group agents that are parties thereto from time to time, PNC Bank National Association, as Administrative Agent and LC Bank and PNC Capital Markets LLC, as Structuring Agent (attached as Exhibit 10.3 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on December 23, 2019). Receivables Sale and Contribution Agreement, dated August 13, 2018, between the originators from time to time party thereto and DCP Receivables LLC (attached as Exhibit 10.2 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on August 14, 2018). Equity Restructuring Agreement, dated November 6, 2019, between DCP Midstream GP, LP and DCP Midstream, LP. (attached as Exhibit 10.1 to DCP Midstream, LP’s Current Report on Form 8-K (File No. 001-32678) filed with the SEC on November 8, 2019). List of Subsidiaries of DCP Midstream, LP. List of Guaranteed Securities Consent of Deloitte & Touche LLP on Consolidated Financial Statements of DCP Midstream, LP and the effectiveness of DCP Midstream, LP's internal control over financial reporting. Consent of Deloitte & Touche LLP on Consolidated Financial Statements of DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC Consent of Deloitte & Touche LLP on Financial Statements of Front Range Pipeline LLC. Consent of BDO USA, LLP on Financial Statements of Gulf Coast Express Pipeline LLC. Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K). Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. Financial statements from the Annual Report on Form 10-K of DCP Midstream, LP for the year ended December 31, 2020, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive (Loss) Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to the Consolidated Financial Statements. Cover 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 231 schedule to the Securities and Exchange Commission upon request. 232 Item 16. Form 10-K Summary None. 233 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. SIGNATURES February 19, 2021 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) 234 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Wouter T. van Kempen and Sean P. O'Brien as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this annual report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title (Position with DCP Midstream GP, LLC) Date /s/ Wouter T. van Kempen Wouter T. van Kempen /s/ Sean P. O'Brien Sean P. O'Brien /s/ Richard A. Loving Richard A. Loving /s/ Allen C. Capps Allen C. Capps /s/ Heather Crowder Heather Crowder /s/ Fred J. Fowler Fred J. Fowler /s/ William F. Kimble William F. Kimble /s/ Brian Mandell Brian Mandell /s/ Stephen J. Neyland Stephen J. Neyland /s/ Bill Waycaster Bill Waycaster Chief Executive Officer, President, Chairman of the Board and Director (Principal Executive Officer) Group Vice President and Chief Financial Officer (Principal Financial Officer) Chief Accounting Officer (Principal Accounting Officer) Director Director Director Director Director Director Director 235 February 19, 2021 February 19, 2021 February 19, 2021 February 19, 2021 February 19, 2021 February 19, 2021 February 19, 2021 February 19, 2021 February 19, 2021 February 19, 2021 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, DCP Midstream, LP has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our Common Units representing limited partnership interests; (2) our 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Units; and (3) our 7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Units. The following description of our common units representing limited partnership interests (the “Common Units”), our 7.875% Series B Fixed-to- Floating Rate Cumulative Redeemable Preferred Units (“Series B Preferred Units”), and our 7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Units (“Series C Preferred Units”) is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by, reference to our Fifth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), a copy of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part. Capitalized terms used herein that are not defined shall have the meaning ascribed to each such term in the Partnership Agreement. We encourage you to read our Partnership Agreement for additional information. Number of Common Units Description of Common Units Representing Limited Partnership Interests We have authorized the issuance of 208,360,311 Common Units, and as of February 17, 2021, we had 208,360,311 Common Units outstanding. The Common Units We currently have outstanding Common Units, which are limited partner interests in us. The holders of our Common Units are entitled to participate in partnership distributions and exercise the rights or privileges available to limited partners under the Partnership Agreement. Our outstanding Common Units are listed on the NYSE under the symbol “DCP”. Any additional common units we issue will also be listed on the NYSE. Status as Limited Partner By transfer of common units in accordance with our Partnership Agreement, each transferee of common units shall be admitted as a limited partner with respect to the common units transferred when such transfer and admission is reflected in our books and records. A transferee will automatically become a substituted limited partner of our partnership for the transferred common units upon the recording of the transfer on our books and records. Our general partner will cause any transfers to be recorded on our books and records from time to time. Voting Rights The following is a summary of the unitholder vote required for the matters specified below. In voting their Common Units, our general partner, DCP Midstream GP, LP (our “general partner”) and its affiliates will have no fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. Issuance of Additional Securities Our Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. It is possible that we will fund acquisitions through the issuance of additional common units, subordinated units or other partnership securities. Holders of any additional common units that we issue in the future will be entitled to share equally in our distributions of available cash with the then-existing holders of common units. In addition, the issuance of additional common units or other partnership securities may dilute the value of the interests of the then-existing holders of common units in our net assets. In accordance with Delaware law and the provisions of our Partnership Agreement, we may also issue additional partnership securities that, as determined by our general partner, may have special voting rights to which the common units are not entitled. In addition, our Partnership Agreement does not prohibit the issuance by our subsidiaries of equity securities, which may effectively rank senior to the common units. Amendment of the Partnership Agreement Amendments to our Partnership Agreement may be proposed only by or with the consent of our general partner. However, our general partner will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, our general partner is required to seek written approval of the holders of the number of units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by at least a Unit Majority. No amendment may be made that would: • • enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected; or enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which consent may be given or withheld at its option. The provision of our Partnership Agreement preventing the amendments having the effects described in any of the clauses above can be amended upon the approval of the holders of at least 90% of the outstanding units voting together as a single class (including units owned by our general partner and its affiliates), only if we obtain an opinion of counsel to the effect that such amendment will not affect the limited liability of any limited partner under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”). As of December 31, 2020, our general partner and its affiliates owned approximately 57% of the outstanding common units. Our general partner may generally make amendments to our Partnership Agreement without the approval of any limited partner or assignee to reflect: • • • a change in our name, the location of our principal place of our business, our registered agent or our registered office; the admission, substitution, withdrawal or removal of partners in accordance with our Partnership Agreement; a change that our general partner determines to be necessary or appropriate to qualify or continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we nor the operating partnership nor any of its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees from, in any manner, being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor; an amendment expressly permitted in our Partnership Agreement to be made by our general partner acting alone; an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our Partnership Agreement; an amendment that our general partner determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership, or other entity, as otherwise permitted by our Partnership Agreement; a change in our fiscal year or taxable year and related changes; conversions into, mergers with or conveyances to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the conversion, merger or conveyance other than those it receives by way of the conversion, merger or conveyance; or • • • • • • • any other amendments substantially similar to any of the matters described in the clauses above. In addition, our general partner may make amendments to our Partnership Agreement without the approval of any limited partner if our general partner determines that those amendments: • • • • • do not adversely affect the limited partners (or any particular class of limited partners) in any material respect; are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any national securities exchange on which the limited partner interests are or will be listed or admitted to trading; are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our Partnership Agreement; or are required to effect the intent expressed in our original registration statement on Form S-1 (File No. 333-128378), filed with the SEC on September 16, 2005, as amended or supplemented, or the intent of the provisions of our Partnership Agreement or are otherwise contemplated by our Partnership Agreement. Merger, Consolidation, Conversion, Sale or Other Disposition of Assets A merger, consolidation or conversion of us requires the prior consent of our general partner. However, our general partner will have no duty or obligation to consent to any merger, consolidation or conversion and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interest of us or the limited partners. In addition, the Partnership Agreement generally prohibits our general partner, without the prior approval of the holders of a unit majority, from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, including by way of merger, consolidation or other combination, or approving on our behalf the sale, exchange or other disposition of all or substantially all of the assets of our subsidiaries. Our general partner may, however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without that approval. Our general partner may also sell all or substantially all of our assets under a foreclosure or other realization upon those encumbrances without that approval. Finally, our general partner may consummate any merger without the prior approval of our unitholders if we are the surviving entity in the transaction, our general partner has received an opinion of counsel regarding limited liability and tax matters, the transaction would not result in a material amendment to the Partnership Agreement, each of our units will be an identical unit of our partnership following the transaction, and the partnership securities to be issued in connection with such merger or consolidation do not exceed 20% of our outstanding partnership securities immediately prior to the transaction. If the conditions specified in the Partnership Agreement are satisfied, our general partner may convert us or any of our subsidiaries into a new limited liability entity or merge us or any of our subsidiaries into, or convey all of our assets to, a newly formed entity if the sole purpose of that conversion, merger or conveyance is to effect a mere change in our legal form into another limited liability entity, our general partner has received an opinion of counsel regarding limited liability and tax matters, and the governing instruments of the new entity provide the limited partners and the general partner with the same rights and obligations as contained in the Partnership Agreement. The unitholders are not entitled to dissenters’ rights of appraisal under the Partnership Agreement or applicable Delaware law in the event of a conversion, merger or consolidation, a sale of substantially all of our assets or any other similar transaction or event. Termination and Dissolution We will continue as a limited partnership until terminated under our Partnership Agreement. We will dissolve upon: • • • • the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority; there being no limited partners, unless we are continued without dissolution in accordance with the Delaware Act; the entry of a decree of judicial dissolution of our partnership; or the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our Partnership Agreement or withdrawal or removal following approval and admission of a successor. Upon a dissolution under the last clause above, the holders of a unit majority may also elect, within specific time limitations, to continue our business on the same terms and conditions described in our Partnership Agreement by appointing as a successor general partner an entity approved by the holders of units representing a unit majority, subject to our receipt of an opinion of counsel to the effect that: • • the action would not result in the loss of limited liability of any limited partner; and neither our partnership, our operating partnership, nor any of our other subsidiaries, would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue. Liquidation and Distribution of Proceeds Upon our dissolution, unless we are continued as a new limited partnership, the liquidator authorized to wind up our affairs will act with all of the powers of our general partner that are necessary or appropriate to liquidate our assets and apply the proceeds of the liquidation. The liquidator may defer liquidation or distribution of our assets for a reasonable period of time or distribute assets to our partners. The liquidator may distribute our assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to our partners. Withdrawal or Removal of the General Partner Our general partner may withdraw as general partner without obtaining approval of any unitholder by giving 90 days’ written notice, provided that such withdrawal will not constitute a violation of our Partnership Agreement. In addition, the Partnership Agreement permits our general partner in some instances to sell or otherwise transfer all of its general partner interest in us without the approval of the unitholders. Upon withdrawal of our general partner under any circumstances, other than as a result of a transfer by our general partner of all or a part of its general partner interest in us, the holders of a unit majority, voting as a single class, may select a successor to the withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, we will be dissolved, wound up and liquidated, unless within a specified period after that withdrawal, the holders of a unit majority agree in writing to continue our business and to appoint a successor general partner. Our general partner may not be removed unless that removal is approved by the vote of the holders of not less than 66⅔% of the outstanding units, voting together as a single class, including units held by our general partner and its affiliates, and we receive an opinion of counsel regarding limited liability and tax matters. Any removal of our general partner is also subject to the approval of a successor general partner by the vote of a unit majority. The ownership of more than 33⅓% of the outstanding units by our general partner and its affiliates would give them the ability to prevent our general partner’s removal. In the event of removal of a general partner under circumstances where cause exists or withdrawal of a general partner where that withdrawal violates our Partnership Agreement, a successor general partner will have the option to purchase the general partner interest of the departing general partner for a cash payment equal to the fair market value of that interest. Under all other circumstances where a general partner withdraws or is removed by the limited partners, the departing general partner will have the option to require the successor general partner to purchase the general partner interest of the departing general partner for fair market value. In each case, this fair market value will be determined by agreement between the departing general partner and the successor general partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and the successor general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value. If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner’s general partner interest will automatically convert into common units equal to the fair market value of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph. In addition, we will be required to reimburse the departing general partner for all amounts due the departing general partner, including, without limitation, all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates for our benefit. Transfer of General Partner Interest Our general partner and its affiliates may at any time, transfer the general partner interest to one or more persons, without unitholder approval. Transfer of Ownership Interests in the General Partner At any time, DCP Midstream, LLC and its affiliates may sell or transfer all or part of their partnership interests in our general partner, or their membership interest in DCP Midstream GP, LLC, the general partner of our general partner, to an affiliate or third party without the approval of our unitholders. Change of Management Provisions Our Partnership Agreement contains specific provisions that are intended to discourage a person or group from attempting to remove DCP Midstream GP, LP as our general partner or otherwise change our management. If any person or group other than our general partner and its affiliates acquires beneficial ownership of 20% or more of any class of units, that person or group will lose voting rights with respect to all of its units. This loss of voting rights does not apply to any person or group that acquires the units from our general partner or its affiliates and any transferees of that person or group approved by our general partner or to any person or group who acquires the units with the prior approval of the board of directors of our general partner (the “Board of Directors”). Limited Call Right If at any time our general partner and its affiliates own more than 80% of the then-issued and outstanding limited partner interests of any class, our general partner will have the right, which it may assign in whole or in part to any of its affiliates or to us, to acquire all, but not less than all, of the limited partner interests of the class held by unaffiliated persons as of a record date to be selected by our general partner, on at least 10 but not more than 60 days’ notice. The purchase price in the event of this purchase is the greater of: • • the highest cash price paid by either of our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and the current market price as of the date three days before the date the notice is mailed. As a result of our general partner’s right to purchase outstanding limited partner interests, a holder of limited partner interests may have its limited partner interests purchased at a price that may be lower than market prices at various times prior to such purchase or lower than a unitholder may anticipate the market price to be in the future. The U.S. federal income tax consequences to a unitholder of the exercise of this call right are the same as a sale by that unitholder of its common units in the market. Meetings; Voting Except as described below regarding a person or group owning 20% or more of any class of units then outstanding, record holders of units on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited. Our general partner does not anticipate that any meeting of unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken by the unitholders may be taken either at a meeting of the unitholders or without a meeting if consents in writing describing the action so taken are signed by holders of the number of units necessary to authorize or take that action at a meeting. Meetings of the unitholders may be called by our general partner or by unitholders owning at least 20% of the outstanding units of the class for which a meeting is proposed. Unitholders may vote either in person or by proxy at meetings. The holders of a majority of the outstanding units of the class or classes for which a meeting has been called represented in person or by proxy will constitute a quorum unless any action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage. Each record holder of common units has a vote according to its percentage interest in us, although additional limited partner interests having special voting rights may be issued in the future. However, if at any time any person or group, other than our general partner and its affiliates, or a direct or subsequently approved transferee of our general partner or its affiliates, acquires, in the aggregate, beneficial ownership of 20% or more of any class of units then outstanding, that person or group will lose voting rights on all of its units and the units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes, determining the presence of a quorum or for other similar purposes. Common units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and its nominee provides otherwise. Any notice, demand, request, report or proxy material required or permitted to be given or made to record holders of common units under our Partnership Agreement will be delivered to the record holder by us or by the transfer agent. Distributions of Available Cash Our Partnership Agreement requires that, within 45 days after the end of each quarter, we distribute all of our Available Cash (defined below) to unitholders of record on the applicable record date, as determined by our general partner. “Available Cash” for any quarter, consists of all cash and cash equivalents on the date of determination of available cash for that quarter: • less the amount of cash reserves established by our general partner to: ◦ ◦ ◦ ◦ provide for the proper conduct of our business, including reserves for future capital expenditures and anticipated credit needs; comply with applicable law or any debt instrument or other agreement or obligation; provide funds to make payments on the Preferred Units; or provide funds for distributions to our common unitholders for any one or more of the next four quarters. • plus, if our general partner so determines, all or a portion of cash and cash equivalents on hand on the date of determination of Available Cash for the quarter. There is no guarantee that we will maintain our current distribution on the units in any quarter. Even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined by our general partner, taking into consideration the terms of our Partnership Agreement. Description of 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Units Number of Series B Units We have authorized the issuance of 6,450,000 Series B Units, and as of February 17, 2021, we had 6,450,000 Series B Units outstanding. The Series B Units The Series B Preferred Units are a series of preferred units. We may, without notice to or consent of the holders of the then-outstanding Series B Preferred Units, authorize and issue additional Series B Preferred Units and Junior Securities. The holders of our Series B Preferred Units are entitled to receive, to the extent permitted by law, such distributions as may from time to time be declared by our general partner. Upon any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of our Series B Preferred Units are entitled to receive distributions of our assets, after we have satisfied or made provision for our outstanding indebtedness and other obligations and after payment to the holders of any class or series of limited partner interests (including the Series B Preferred Units) having preferential rights to receive distributions of our assets over each such class of limited partner interests. The Series B Preferred Units are fully paid and generally nonassessable. Each Series B Preferred Unit generally has a fixed liquidation preference of $25.00 per Series B Preferred Unit (subject to adjustment for any splits, combinations or similar adjustment to the Series B Preferred Units) plus an amount equal to accumulated and unpaid distributions thereon to, but not including, the date fixed for payment, whether or not declared. The Series B Preferred Units represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As such, the Series B Preferred Units rank junior to all of our current and future indebtedness and other liabilities with respect to assets available to satisfy claims against us. The rights of the holders of Series B Preferred Units to receive the liquidation preference will be subject to the proportional rights of holders of Parity Securities. Except as described below, the Series B Preferred Units are not convertible into our common units or any other securities and do not have exchange rights and are not entitled or subject to any preemptive or similar rights. The Series B Preferred Units are not be subject to mandatory redemption or to any sinking fund requirements. The Series B Preferred Units are subject to redemption, in whole or in part, at our option commencing on June 15, 2023 or upon the occurrence of a Ratings Event. Our outstanding Series B Preferred Units are listed on the NYSE under the symbol “DCP PRB”. Any additional common units we issue will also be listed on the NYSE. Ranking The Series B Preferred Units, with respect to distributions and amounts payable upon the liquidation or dissolution of our affairs, rank: • • • • senior to the Junior Securities (including our Common Units); on parity with any Parity Securities; junior to any Senior Securities; and junior to all of our existing and future indebtedness and other liabilities with respect to assets available to satisfy claims against us. Under our Partnership Agreement, we may issue Junior Securities from time to time in one or more series without the consent of the holders of the Series B Preferred Units. The Board of Directors has the authority to determine the preferences, powers, qualifications, limitations, restrictions and special or relative rights or privileges, if any, of any such series before the issuance of any units of that series. The Board of Directors will also determine the number of units constituting each series of securities. Liquidation Rights Any liquidation will be made in accordance with capital accounts. The holders of outstanding Series B Preferred Units will be specially allocated items of our gross income and gain in a manner designed to achieve, in the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, a liquidation preference of $25.00 per Series B Preferred Unit. If the amount of our gross income and gain available to be specially allocated to the Series B Preferred Units is not sufficient to cause the capital account of a Series B Preferred Unit to equal the liquidation preference of a Series B Preferred Unit, then the amount that a holder of a Series B Preferred Unit would receive upon liquidation may be less than the Series B Preferred Unit liquidation preference. Any accumulated and unpaid distributions on the Series B Preferred Units and Parity Securities will be paid prior to any distributions in liquidation made in accordance with capital accounts. The rights of the holders of Series B Preferred Units to receive the liquidation preference will be subject to the proportional rights of holders of Parity Securities in liquidation. Voting Rights The Series B Preferred Units will have no voting rights except as set forth below or as otherwise provided by Delaware law. Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series B Preferred Units, voting as a separate class, we may not adopt any amendment to our Partnership Agreement that has a material adverse effect on the terms of the Series B Preferred Units. In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series B Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, we may not: • create or issue any Parity Securities if the cumulative distributions payable on then outstanding Series B Preferred Units or Parity Securities are in arrears; create or issue any Senior Securities; or • • make distributions to our common unitholders out of capital surplus. On any matter described above in which the holders of the Series B Preferred Units are entitled to vote as a class, such holders will be entitled to one vote per Series B Preferred Unit. The Series B Preferred Units held by us or any of our subsidiaries or controlled affiliates will not be entitled to vote. Distributions General Holders of Series B Preferred Units will be entitled to receive, when, as and if declared by our general partner out of legally available funds for such purpose, cumulative cash distributions. Distribution Rate Distributions on Series B Preferred Units are cumulative from the date of original issue and are payable quarterly in arrears on each Distribution Payment Date, when, as and if declared by our general partner out of legally available funds for such purpose. The initial distribution rate for the Series B Preferred Units from and including the date of original issue to, but not including, June 15, 2023, is 7.875% per annum of the $25.00 liquidation preference per unit (equal to $1.9688 per unit per annum). On and after June 15, 2023, distributions on the Series B Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 4.919%. Distribution Payment Dates The distribution payment dates for the Series B Preferred Units (each, a “Series B Distribution Payment Dates”) are the 15th day of March, June, September and December of each year. Distributions will accumulate in each such distribution period from and including the preceding Series B Distribution Payment Date or the initial issue date, as the case may be, to but excluding the applicable Series B Distribution Payment Date for such distribution period, and distributions will accrue on accumulated distributions at the applicable distribution rate. Change of Control Optional Redemption Upon a Series B Change of Control Triggering Event Upon the occurrence of a Series B Change of Control Triggering Event (as defined below), we may, at our option, redeem the Series B Preferred Units in whole or in part within 120 days after the first date on which such Series B Change of Control Triggering Event occurred (a “Series B Change of Control Redemption Period”), by paying the liquidation preference of $25.00 per Series B Preferred Unit, plus all accumulated and unpaid distributions to, but not including, the redemption date, whether or not declared. If, prior to the Series B Change of Control Conversion Date (as defined below), we exercise our right to redeem the Series B Preferred Units as described in the immediately preceding sentence, holders of the Series B Preferred Units we have elected to redeem will not have the conversion right described below under “—Conversion Right Upon a Series B Change of Control Triggering Event.” “Series B Change of Control” means the occurrence of either of the following after the original issue date of the Series B Preferred Units: • the direct or indirect lease, sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or business combination), in one or a series of related transactions, of all or substantially all of the properties or assets of us and our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act); or the consummation of any transaction (including, without limitation, any merger, consolidation or business combination), the result of which is that any person (as defined above), other than us, our general partner, DCP Midstream, LLC, and Phillips 66 and Enbridge Inc. and their respective subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the voting interests of us, our general partner, or DCP Midstream, LLC, measured by voting power rather than percentage of interests. • “Series B Change of Control Triggering Event” means the occurrence of a Series B Change of Control that is accompanied or followed by either a downgrade by one or more gradations (including both gradations within ratings categories and between ratings categories) or withdrawal of the rating of the Series B Preferred Units within the Ratings Decline Period (in any combination) by all three Named Rating Agencies, as a result of which the rating of the Series B Preferred Units on any day during such Ratings Decline Period is below the rating by all three Named Rating Agencies in effect immediately preceding the first public announcement of the Series B Change of Control (or occurrence thereof if such Series B Change of Control occurs prior to public announcement). Conversion Right Upon a Series B Change of Control Triggering Event Upon the occurrence of a Series B Change of Control Triggering Event, each holder of Series B Preferred Units will have the right (unless we have provided notice of our election to redeem Series B Preferred Units as described above under “—Optional Redemption upon a Series B Change of Control Triggering Event” or below under “—Redemption”) to convert some or all of the Series B Preferred Units held by such holder on the Series B Change of Control Conversion Date into a number of our common units per Series B Preferred Unit to be converted equal (the “Common Unit Conversion Consideration”) to the lesser of: • • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accumulated and unpaid distributions to, but not including, the Series B Change of Control Conversion Date (unless the Series B Change of Control Conversion Date is after a record date for a Series B Preferred Unit distribution payment and prior to the corresponding Series B Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) by (ii) the Common Unit Price (as defined below), and 1.3426, which is the quotient obtained by dividing (i) the $25.00 liquidation preference by (ii) one-half of the closing price of the common units on the NYSE on the trading day immediately preceding the date of this prospectus, subject, in each case, to certain adjustments and to provisions for (i) the payment of any Series B Alternative Conversion Consideration (as defined below) and (ii) splits, combinations and distributions in the form of equity issuances, each as described in greater detail in our Partnership Agreement. In the case of a Series B Change of Control pursuant to which our common units will be converted into cash, securities or other property or assets (including any combination thereof), a holder of Series B Preferred Units electing to exercise its Series B Change of Control Conversion Right (as defined below) will receive upon conversion of such Series B Preferred Units elected by such holder the kind and amount of such consideration that such holder would have owned or been entitled to receive upon the Series B Change of Control had such holder held a number of our common units equal to the Common Unit Conversion Consideration immediately prior to the effective time of the Series B Change of Control, which we refer to as the “Series B Alternative Conversion Consideration”; provided, however, that if the holders of our common units have the opportunity to elect the form of consideration to be received in the Series B Change of Control, the consideration that the holders of Series B Preferred Units electing to exercise their Series B Change of Control Conversion Right will receive will be the form and proportion of the aggregate consideration elected by the holders of our common units who participate in the determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of our common units are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Series B Change of Control. We will not issue fractional common units upon the conversion of the Series B Preferred Units. Instead, we will pay the cash value of such fractional units. If we provide a redemption notice, whether pursuant to our special optional redemption right in connection with a Series B Change of Control Triggering Event as described under “—Optional Redemption upon a Change of Control Triggering Event” or our optional redemption rights as described below under “—Redemption,” holders of Series B Preferred Units will not have any right to convert the Series B Preferred Units that we have elected to redeem and any Series B Preferred Units subsequently selected for redemption that have been tendered for conversion pursuant to the Series B Change of Control Conversion Right will be redeemed on the related redemption date instead of converted on the Series B Change of Control Conversion Date. Holders of Series B Preferred Units that choose to exercise their Series B Change of Control Conversion Right will be required prior to the close of business on the third Business Day preceding the Series B Change of Control Conversion Date, to notify us of the number of Series B Preferred Units to be converted and otherwise to comply with any applicable procedures contained in the notice described above or otherwise required by the Securities Depositary for effecting the conversion. Redemption Early Optional Redemption upon a Ratings Event At any time prior to June 15, 2023, within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a Ratings Event, we may, at our option, redeem the Series B Preferred Units in whole, but not in part, at a redemption price in cash per Series B Preferred Unit equal to $25.50 (102% of the liquidation preference of $25.00) plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the date fixed for redemption, whether or not declared. Optional Redemption on or after June 15, 2023 Any time on or after June 15, 2023, we may redeem, at our option, in whole or in part, the Series B Preferred Units at a redemption price in cash equal to $25.00 per Series B Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the date of redemption, whether or not declared. We may undertake multiple partial redemptions. Any such redemption is subject to compliance with the provisions of our revolving credit facility and any other agreements governing our outstanding indebtedness. We may also redeem the Series B Preferred Units under the terms set forth under “—Change of Control—Optional Redemption Upon a Series B Change of Control Triggering Event.” No Sinking Fund The Series B Preferred Units will not have the benefit of any sinking fund. No Fiduciary Duty We, our general partner, and DCP Midstream GP, LLC, which is the general partner of our general partner, and the officers and directors of the foregoing entities, will not owe any fiduciary duties to holders of the Series B Preferred Units other than a contractual duty of good faith and fair dealing pursuant to our Partnership Agreement. Description of 7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Units Number of Series C Units We have authorized the issuance of 4,400,000 Series C Units, and as of February 17, 2021, we had 4,400,000 Series C Units outstanding. The Series C Units The Series C Preferred Units are a series of preferred units. We may, without notice to or consent of the holders of the then-outstanding Series C Preferred Units, authorize and issue additional Series C Preferred Units and Junior Securities. The holders of our Series C Preferred Units are entitled to receive, to the extent permitted by law, such distributions as may from time to time be declared by our general partner. Upon any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of our Series C Preferred Units are entitled to receive distributions of our assets, after we have satisfied or made provision for our outstanding indebtedness and other obligations and after payment to the holders of any class or series of limited partner interests (including the Series C Preferred Units) having preferential rights to receive distributions of our assets over each such class of limited partner interests. The Series C Preferred Units are fully paid and generally nonassessable. Each Series C Preferred Unit generally has a fixed liquidation preference of $25.00 per Series C Preferred Unit (subject to adjustment for any splits, combinations or similar adjustment to the Series C Preferred Units) plus an amount equal to accumulated and unpaid distributions thereon to, but not including, the date fixed for payment, whether or not declared. The Series C Preferred Units represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As such, the Series C Preferred Units rank junior to all of our current and future indebtedness and other liabilities with respect to assets available to satisfy claims against us. The rights of the holders of Series C Preferred Units to receive the liquidation preference will be subject to the proportional rights of holders of Parity Securities. Except as described below in “—Change of Control—Conversion Right Upon a Series B Change of Control Triggering Event,” the Series C Preferred Units are not convertible into our common units or any other securities, do not have exchange rights and are not entitled, or subject, to any preemptive or similar rights. The Series C Preferred Units are not subject to mandatory redemption or to any sinking fund requirements. The Series C Preferred Units are subject to redemption, in whole or in part, at our option commencing on October 15, 2023 or upon the occurrence of a Ratings Event. Our outstanding Series C Preferred Units are listed on the NYSE under the symbol “DCP PRC”. Any additional common units we issue will also be listed on the NYSE. Ranking The Series C Preferred Units will, with respect to the payment of distributions and amounts payable upon the liquidation or dissolution of our affairs, rank: • • • • senior to the Junior Securities (including our common units); on parity with any Parity Securities; junior to any Senior Securities; and junior to all of our existing and future indebtedness and other liabilities with respect to assets available to satisfy claims against us. Under our Partnership Agreement, we may issue Junior Securities from time to time in one or more series without the consent of the holders of the Series C Preferred Units. The Board of Directors has the authority to determine the preferences, powers, qualifications, limitations, restrictions and special or relative rights or privileges, if any, of any such series before the issuance of any units of that series. The Board of Directors will also determine the number of units constituting each series of securities. Our ability to issue any Parity Securities in certain circumstances or Senior Securities is limited as described under “—Voting Rights.” Parity Securities with respect to the Series C Preferred Units may include classes of our securities that have different distribution rates, mechanics, periods, payment dates and record dates than our Series C Preferred Units. Liquidation Rights Any liquidation will be made in accordance with capital accounts. The holders of outstanding Series C Preferred Units will be specially allocated items of our gross income and gain in a manner designed to achieve, in the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, a liquidation preference of $25.00 per Series C Preferred Unit. If the amount of our gross income and gain available to be specially allocated to the Series C Preferred Units is not sufficient to cause the capital account of a Series C Preferred Unit to equal the liquidation preference of a Series C Preferred Unit, then the amount that a holder of a Series C Preferred Unit would receive upon liquidation may be less than the Series C Preferred Unit liquidation preference. Any accumulated and unpaid distributions on the Series C Preferred Units and Parity Securities will be paid prior to any distributions in liquidation made in accordance with capital accounts. The rights of the holders of Series C Preferred Units to receive the liquidation preference will be subject to the proportional rights of holders of Parity Securities in liquidation. Voting Rights The Series C Preferred Units will have no voting rights except as set forth below or as otherwise provided by Delaware law. Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series C Preferred Units, voting as a separate class, we may not adopt any amendment to our Partnership Agreement that has a material adverse effect on the terms of the Series C Preferred Units. In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series C Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, we may not: • create or issue any Parity Securities if the cumulative distributions payable on then outstanding Series C Preferred Units or Parity Securities are in arrears; create or issue any Senior Securities; or • • make distributions to our common unitholders out of capital surplus. On any matter described above in which the holders of the Series C Preferred Units are entitled to vote as a class, such holders will be entitled to one vote per Series C Preferred Unit. The Series C Preferred Units held by us or any of our subsidiaries or controlled affiliates will not be entitled to vote. Distributions General Holders of Series C Preferred Units will be entitled to receive, when, as and if declared by our general partner out of legally available funds for such purpose, cumulative cash distributions. Distribution Rate Distributions on Series C Preferred Units are cumulative from the date of original issue and are payable quarterly in arrears on each Distribution Payment Date, when, as and if declared by our general partner out of legally available funds for such purpose. The initial distribution rate for the Series C Preferred Units from and including the date of original issue to, but not including, October 15, 2023 is 7.95% per annum of the $25.00 liquidation preference per unit (equal to $1.9875 per unit per annum). On and after October 15, 2023, distributions on the Series C Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 4.882%. Distribution Payment Dates The distribution payment dates for the Series C Preferred Units (each, a “C Distribution Payment Date”) are the 15th day of January, April, July and October of each year. Distributions accumulate in each such distribution period from and including the preceding C Distribution Payment Date or the initial issue date, as the case may be, to but excluding the applicable C Distribution Payment Date for such distribution period, and distributions will accrue on accumulated distributions at the applicable distribution rate. Change of Control Optional Redemption Upon a Series C Change of Control Triggering Event Upon the occurrence of a Series C Change of Control Triggering Event (as defined below), we may, at our option, redeem the Series C Preferred Units in whole or in part during the Series C Change of Control Redemption Period, by paying the liquidation preference of $25.00 per Series C Preferred Unit, plus all accumulated and unpaid distributions to, but not including, the redemption date, whether or not declared. If, prior to the Series C Change of Control Conversion Date (as defined below), we exercise our right to redeem the Series C Preferred Units as described in the immediately preceding sentence, holders of the Series C Preferred Units we have elected to redeem will not have the conversion right described below under “—Conversion Right Upon a Series C Change of Control Triggering Event.” “Series C Change of Control” means the occurrence of either of the following after the original issue date of the Series C Preferred Units: • the direct or indirect lease, sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or business combination), in one or a series of related transactions, of all or substantially all of the properties or assets of us and our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act); or • the consummation of any transaction (including, without limitation, any merger, consolidation or business combination), the result of which is that any person (as defined above), other than us, our general partner, DCP Midstream, LLC, and Phillips 66 and Enbridge Inc. and their respective subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the voting interests of us, our general partner, or DCP Midstream, LLC, measured by voting power rather than percentage of interests. “Series C Change of Control Triggering Event” means the occurrence of a Series C Change of Control that is accompanied or followed by either a downgrade by one or more gradations (including both gradations within ratings categories and between ratings categories) or withdrawal of the rating of the Series C Preferred Units within the Ratings Decline Period (in any combination) by all three Named Rating Agencies, as a result of which the rating of the Series C Preferred Units on any day during such Ratings Decline Period is below the rating by all three Named Rating Agencies in effect immediately preceding the first public announcement of the Series C Change of Control (or occurrence thereof if such Series C Change of Control occurs prior to public announcement). Conversion Right Upon a Series C Change of Control Triggering Event Upon the occurrence of a Series C Change of Control Triggering Event, each holder of Series C Preferred Units will have the right (unless we have provided notice of our election to redeem Series C Preferred Units as described above under “—Optional Redemption upon a Change of Control Triggering Event” or below under “—Redemption”) to convert some or all of the Series C Preferred Units held by such holder on the Series C Change of Control Conversion Date into a number of our common units per Series C Preferred Unit to be converted equal (the “Common Unit Conversion Consideration”) to the lesser of: • • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accumulated and unpaid distributions to, but not including, the Series C Change of Control Conversion Date (unless the Series C Change of Control Conversion Date is after a record date for a Series C Preferred Unit distribution payment and prior to the corresponding Series C Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) by (ii) the Common Unit Price (as defined below), and 1.2225, which is the quotient obtained by dividing (i) the $25.00 liquidation preference by (ii) one-half of the closing price of our common units on the NYSE on the trading day immediately preceding the date of this prospectus supplement, subject, in each case, to certain adjustments and to provisions for (i) the payment of any Series C Alternative Conversion Consideration (as defined below) and (ii) splits, combinations and distributions in the form of equity issuances, each as described in greater detail in our Partnership Agreement. In the case of a Series C Change of Control pursuant to which our common units will be converted into cash, securities or other property or assets (including any combination thereof), a holder of Series C Preferred Units electing to exercise its Series C Change of Control Conversion Right (as defined below) will receive upon conversion of such Series C Preferred Units elected by such holder the kind and amount of such consideration that such holder would have owned or been entitled to receive upon the Series C Change of Control had such holder held a number of our common units equal to the Common Unit Conversion Consideration immediately prior to the effective time of the Series C Change of Control, which we refer to as the “Series C Alternative Conversion Consideration”; provided, however, that if the holders of our common units have the opportunity to elect the form of consideration to be received in the Series C Change of Control, the consideration that the holders of Series C Preferred Units electing to exercise their Series C Change of Control Conversion Right will receive will be the form and proportion of the aggregate consideration elected by the holders of our common units who participate in the determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of our common units are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Series C Change of Control. We will not issue fractional common units upon the conversion of the Series C Preferred Units. Instead, we will pay the cash value of such fractional units. If we provide a redemption notice, whether pursuant to our special optional redemption right in connection with a Series C Change of Control Triggering Event as described under “—Optional Redemption upon a Change of Control Triggering Event” or our optional redemption rights as described below under “—Redemption,” holders of Series C Preferred Units will not have any right to convert the Series C Preferred Units that we have elected to redeem and any Series C Preferred Units subsequently selected for redemption that have been tendered for conversion pursuant to the Series C Change of Control Conversion Right will be redeemed on the related redemption date instead of converted on the Series C Change of Control Conversion Date. Holders of Series C Preferred Units that choose to exercise their Series C Change of Control Conversion Right will be required prior to the close of business on the third Business Day preceding the Series C Change of Control Conversion Date, to notify us of the number of Series C Preferred Units to be converted and otherwise to comply with any applicable procedures contained in the notice described above or otherwise required by the Securities Depositary for effecting the conversion. Redemption Early Optional Redemption upon a Ratings Event At any time prior to October 15, 2023, within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a Ratings Event, we may, at our option, redeem the Series C Preferred Units in whole, but not in part, at a redemption price in cash per Series C Preferred Unit equal to $25.50 (102% of the liquidation preference of $25.00) plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the date fixed for redemption, whether or not declared. Optional Redemption on or after October 15, 2023 Any time on or after October 15, 2023, we may redeem, at our option, in whole or in part, the Series C Preferred Units at a redemption price in cash equal to $25.00 per Series C Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the date of redemption, whether or not declared. We may undertake multiple partial redemptions. Any such redemption is subject to compliance with the provisions of our revolving credit facility and any other agreements governing our outstanding indebtedness. We may also redeem the Series C Preferred Units under the terms set forth under “—Change of Control—Optional Redemption Upon a Series C Change of Control Triggering Event.” No Sinking Fund The Series C Preferred Units will not have the benefit of any sinking fund. No Fiduciary Duty We, our general partner, and DCP Midstream GP, LLC, which is the general partner of our general partner, and the officers and directors of the foregoing entities, will not owe any fiduciary duties to holders of the Series C Preferred Units other than a contractual duty of good faith and fair dealing pursuant to our Partnership Agreement. DCP Midstream, LP 2016 Long-Term Incentive Plan Form of Strategic Performance Unit Award Agreement Awardee: __________ Award Date: __________ (also known as Grant Date) Performance Period: __________ 1. 2. 3. Award of Strategic Performance Units (also known as Grant). DCP Services, LLC (the “Company”) hereby grants to you Performance Awards hereafter referred to as Strategic Performance Units (“SPUs”) allocated as __________ DCP common units under the DCP Midstream, LP Long- Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein. The number of SPUs has been determined based on the average closing price of the DCP common units during the last twenty trading days immediately prior to the Performance Period Date and includes a tandem Dividend Equivalent Right (“DER”) grant with respect to each SPU. The Company will establish a DER bookkeeping account for you with respect to each SPU granted that shall be credited with an amount equal to the cash dividends, expressed in US dollars, made during the Performance Period with respect to the DCP common units. Unless otherwise defined herein, terms used, but not defined, in this Award Agreement shall have the same meaning as set forth in the Plan. Performance Goals and Vesting. The SPUs are considered “Vested” once they are no longer forfeitable. The SPUs granted hereunder shall become Vested only if (i) the performance goals set forth in the “Performance Schedule” attached hereto are achieved at the end of the Performance Period and (ii) you have not ceased to be an Employee for any reason (a “Termination of Service”) prior to the end of the Performance Period, except as provided in Paragraph 3 below. To the extent the performance goals are not achieved, the SPUs shall be forfeited automatically at the end of the Performance Period without payment. Contingent Vesting Events. You may become contingently Vested prior to the end of the Performance Period as provided below, but unless the performance goals for the Performance Period are achieved, you will not become entitled to a payment with respect to SPUs. (a) Death, Disability, Retirement or Layoff. If you incur a Termination of Service after the first anniversary of your initial Award Date for the year as a result of your death, disability, Retirement or layoff, a percentage of your SPUs will become contingently Vested in a pro-rata share (rounded to the nearest whole SPU) based on the number of days in the Performance Period that have lapsed through the date of your Termination of Service over the total number of days in the Performance Period. The number of your SPUs that do not become contingently Vested as provided above will be forfeited automatically on the date of your Termination of Service without payment. (b) Other Terminations of Service. If your Termination of Service occurs prior to the end of the Performance Period for any reason other than as provided in Paragraph 3(a) above, all of your SPUs and DERs shall be forfeited without payment automatically upon the date of your Termination of Service. 4. Payments. (a) SPUs. As soon as administratively practicable after the last day of the Performance Period the Committee will determine whether, and the extent to which, the performance goals set forth on the Performance Schedule have been achieved and the number of your SPUs that have become Vested as a result of such achievement. The Company will then pay you in cash an amount equal to the average closing price of your Vested SPUs based on the last twenty trading days immediately prior to the end of the Performance Period, less any taxes the Company is required to withhold from such payment. Payment will be made as soon as practicable after the end of the Performance Period, but no later than 2½ months following the end of the calendar year in which the Performance Period terminates, less all applicable taxes required to be withheld therefrom, unless deferred into the Executive Deferred Compensation Plan in accordance with Code Section 409A. (b) DERs. As soon as administratively practicable after the end of the Performance Period (but no later than 2½ months following the end of the Plan year in which the Performance Period terminates), the Company shall pay you in cash, with respect to each SPU that became Vested at the end of the Performance Period, an amount equal to the DERs credited to your DER account during the Performance Period with respect to such Vested SPUs, less any taxes the Company is required to withhold from such payment. Limitations Upon Transfer. All rights under this Award Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or by a beneficiary designation form filed with the Company in accordance with the procedures established by the Company for such designation, and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Award Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under you. Entire Agreement. This Agreement along with the Plan constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the SPUs granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. Modifications. Any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company. Governing Law. This award shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to conflicts of laws or principles thereof. Plan Controls. By accepting this Award, you acknowledge and agree that the SPUs are granted under and governed by the terms and conditions of this Award Agreement and the Plan, a copy of which has been furnished to you. In the event of any conflict between the Plan and this Award Agreement, the terms of the Plan shall control. All decisions or interpretations of the Committee upon any questions relating to the Plan or this Award Agreement are binding, conclusive and final on all persons. 5. 6. 7. 8. 9. 10. DCP Services, LLC By: Name: Title: Awardee Acknowledgement and Acceptance By: Name: Performance Schedule DCP Midstream, LP 2016 Long-Term Incentive Plan Form of Restricted Phantom Unit Award Agreement Awardee: __________ Award Date: __________ (also known as Grant Date) Restricted Period: __________ 1. 2. 3. Award of Restricted Phantom Units (also known as Grant). DCP Services, LLC (the “Company”) hereby grants to you Phantom Units hereafter referred to as Restricted Phantom Units (“RPUs”) allocated as __________ DCP common units under the DCP Midstream, LP 2016 Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein. The number of RPUs has been determined based on the average closing price of the DCP common units during the last twenty trading days immediately prior to the Award Date and includes a tandem Dividend Equivalent Right (“DER”) grant with respect to each RPU. The Company will establish a DER bookkeeping account for you with respect to each RPU granted that shall be credited with an amount equal to the cash dividends, expressed in US dollars, made during the Restricted Period with respect to the DCP common units. Unless otherwise defined herein, terms used, but not defined, in this Award Agreement shall have the same meaning as set forth in the Plan. Vesting. The RPUs are considered “Vested” once they are no longer forfeitable. Except as provided in Paragraph 3 below, the RPUs granted hereunder shall become Vested only if you have not ceased to be an Employee for any reason (a “Termination of Service”) prior to the end of the Restricted Period. Early Vesting Events. You may become Vested prior to the end of the Restricted Period as provided in Paragraph (a) below. (a) Death, Disability, Layoff or Retirement. If you incur a Termination of Service after the first anniversary of your initial Award Date for the year as a result of your death, disability or layoff, the Restricted Period shall terminate and your RPUs and unpaid DERs will become fully Vested on the date of your Termination of Service. If you incur a Termination of Service after the first anniversary of your initial Award Date for the year as a result of your Retirement, the Company may, in its sole discretion, vest (fully or on a pro-rata basis) the RPUs and unpaid DERs and terminate the Restricted Period. (b) Other Terminations of Service. If your Termination of Service occurs prior to the end of the Restricted Period for any reason other than as provided in Paragraph 3(a) above, the Restricted Period shall terminate and all of your RPUs and unpaid DERs shall be forfeited without payment automatically upon the date of your Termination of Service. 4. Payments. (a) RPUs. As soon as administratively practicable after the last day of the Restricted Period, you will be issued DCP common units equal to the number of your Vested RPUs, unless the Company decides to pay in cash an amount equal to the average closing price of your Vested RPUs based on the last twenty trading days immediately prior to the end of the Restricted Period, less any taxes the Company is required to withhold from such payment. The Company has sole discretion to determine which method of payment will be used. Payment will be made no later than 2½ months following the end of the calendar year in which the Restricted Period terminates, less all applicable taxes required to be withheld therefrom, unless deferred into the Executive Deferred Compensation Plan in accordance with Code Section 409A. 5. 6. 7. 8. 9. 10. (b) DERs. As soon as administratively practicable after each quarterly dividend payment date during the Restricted Period, the Company shall pay you in cash, with respect to each RPU, an amount equal to the DERs credited to your DER account during that calendar quarter, less any taxes the Company is required to withhold from such payment. Limitations Upon Transfer. All rights under this Award Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or by a beneficiary designation form filed with the Company in accordance with the procedures established by the Company for such designation, and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Award Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under you. Entire Agreement. This Agreement along with the Plan constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RPUs granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. Modifications. Any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company. Governing Law. This award shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to conflicts of laws or principles thereof. Plan Controls. By accepting this Award, you acknowledge and agree that the RPUs are granted under and governed by the terms and conditions of this Award Agreement and the Plan, a copy of which has been furnished to you. In the event of any conflict between the Plan and this Award Agreement, the terms of the Plan shall control. All decisions or interpretations of the Committee upon any questions relating to the Plan or this Award Agreement are binding, conclusive and final on all persons. DCP Services, LLC By: Name: Title: Awardee Acknowledgement and Acceptance By: Name: DCP Services, LLC Executive Severance Plan and Summary Plan Description Table of Contents INTRODUCTION ARTICLE 1. DEFINITIONS 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 Active Employee Administrator Affiliate Base Pay Cause COBRA Code Creditable Leave of Absence Effective Date 1.10 Eligible Employee 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 Employee Employer Employment Employment Classification(s) ERISA Family and Medical Leave Furlough Hour of Service Military Leave 1.20 Plan 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 Plan Sponsor Plan Year Release Service Date Severance Pay Sick Leave STD Leave Subsidy Period 1 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 4 4 4 4 1.29 1.30 1.31 Termination Date Weekly Pay Year of Service ARTICLE 2. ELIGIBILITY 2.1 2.2 Eligibility Requirements for Severance Pay Ineligible Terminations ARTICLE 3. SEVERANCE BENEFITS 1 5 5 5 6 6 6 7 3.1 3.2 3.3 3.4 Severance Pay Timing and Form of Payment Outplacement Assistance Subsidized COBRA Coverage ARTICLE 4. CONDITIONS FOR RECEIPT OF SEVERANCE PAY 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 Execution of Release Confidentiality and Non-Disclosure Agreement Additional Conditions Offset for Money Owed to the Employer Other Benefits Payments to Estate Coordination with Short-Term Incentive Plan Coordination with Long-Term Incentive Plan Repayment of Benefit ARTICLE 5. ADMINISTRATION 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 Administration and Interpretation of the Plan Information Fiduciary Provisions Indemnification Expenses of Administration Accounts and Records Notification of Employees Claims Procedure ARTICLE 6. GENERAL PROVISIONS 6.1 6.2 6.3 6.4 6.5 6.6 Entire Understanding Payments from the Plan Rights Against Employer Amendment; Termination Severability Non-Assignable 7 7 7 7 9 9 9 9 9 9 9 9 10 10 11 11 12 12 12 12 12 12 12 15 15 15 15 15 15 15 6.7 6.8 6.9 Governing Law Forum and Waiver of Trial by Jury Code Section 409A RIGHTS OF PLAN PARTICIPANTS GENERAL PLAN INFORMATION SCHEDULE A 2 15 15 16 17 19 A-1 SCHEDULE B SCHEDULE C SCHEDULE D B-1 C-1 D-1 3 INTRODUCTION DCP Services, LLC Executive Severance Plan (the “Plan”) is sponsored by DCP Services, LLC (the “Plan Sponsor”) for the purpose of providing severance benefits to certain employees of the Employer. Participation in the Plan is limited to those Employees who are involuntarily terminated, through no fault of their own, or whose employment is terminated through an Employer-initiated separation as further set forth herein. This Plan does not apply to any other persons, including those who voluntarily terminate employment. This Plan was originally effective as of January 1, 2015. This amended and restated Plan is effective as of February 19, 2020 (the “Effective Date”), and will remain in effect, unaltered, unless formally amended or terminated in writing by the Plan Sponsor. No employee, supervisor, or manager of the Employer has any authority to alter, amend or make exceptions to this Plan. This Plan is not a contract of employment, and does not entitle any person to any term or length of employment. The Plan is specifically intended to be an unfunded “welfare benefit plan” as that term is defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is not a pension benefit plan. Only those Employees who actually receive benefits under the terms of the Plan are deemed to be “participants” of the Plan for purposes of the terms provided herein, but any Employees who would be eligible to receive benefits under the terms of the Plan if the payment events were triggered are considered “participants” for purposes of ERISA rights. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 1 Prepared by Holland & Hart LLP ARTICLE 1. DEFINITIONS 1.1 1.2 1.3 1.4 Active Employee means an Employee who is performing the regular duties of his or her position with the Employer or who is on a Creditable Leave of Absence. Administrator means the Plan Sponsor unless the Plan Sponsor appoints an administrator in accordance with Section 5.1. Affiliate means, with respect to any person, any other person that directly or indirectly through one or more intermediaries’ controls, is controlled by or is under common control with, the person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise, and includes Enbridge, Inc. (and any successor in interest) so long as it owns a fifty percent (50%) interest in the Plan Sponsor, and also Phillips 66 (and any successor in interest) so long as it owns a fifty percent (50%) interest in the Plan Sponsor. Base Pay means the annual amount of compensation regularly paid to an Employee, (excluding overtime, bonuses, differentials, allowances, incentive pay, commissions and any other supplemental remuneration to the Employee) as determined on the Termination Date. 1.5 Cause means— (a) (b) (c) (d) (e) the Employee’s willful or repeated refusal to obey written directions of the Employer (so long as such directions do not involve illegal acts); acts of substance abuse by the Employee that are injurious to the Employer; fraud or dishonesty by the Employee that is injurious to the Employer; the Employee being charged with any felony crime (whether in connection with the Employer’s affairs or otherwise); any misrepresentation by the Employee of a fact, or omission of a material fact, concerning his or her professional qualifications or experience, the termination of any prior employment, or any litigation or proceedings commenced against or by the Employee involving actual or alleged illegal behavior, whether made in the Employee’s resume or in other written materials; or 1.6 1.7 1.8 (f) violation of any Employer policy applicable to Employee. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and related regulations. Code means the Internal Revenue Code of 1986, as amended, and related regulations. Creditable Leave of Absence means a period of absence from Employment because of Family and Medical Leave, Military Leave, Sick Leave, STD Leave, or Furlough and excludes all other leaves of absence, including personal leaves of absence. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 2 Prepared by Holland & Hart LLP 1.9 Effective Date means February 19, 2020. 1.10 Eligible Employee means an Employee who— (a) (b) is employed as an Active Employee on a full-time or part-time basis with an Employment Classification of Director (or equivalent) or higher; does not have a written employment or termination agreement in effect on the applicable Termination Date that waives participation in the Plan or otherwise provides for severance benefits; and (c) has satisfied the requirements of Section 2.1. 1.11 Employee means any individual who performs services for the Employer and receives compensation for such services other than any individual who— (a) (b) (c) is classified by the Employer as a temporary employee; is classified by the Employer as an agent, consultant, independent contractor or self-employed individual regardless of whether such person is later determined to have an employer-employee relationship with the Employer; or provides services to the Employer under a written contract between the Employer and a temporary help firm, employee leasing agency, technical services firm, outsourcing company, professional employer organization or similar entity, regardless of whether such person is later determined to have an employer-employee relationship with the Employer. 1.12 Employer means the Plan Sponsor and its Affiliates other than: (a) (b) (c) Enbridge, Inc. (and any successor in interest); Phillips 66 (and any successor in interest); and Any other entity specifically excluded from participation under the Plan by the Plan Sponsor. 1.13 Employment means an individual’s service as an Employee with the Employer that begins on the Employee’s Service Date and ends on the Employee’s Termination Date. Periods during which an Employee is on a Creditable Leave of Absence will be treated as periods of continuous Employment. 1.14 Employment Classification(s) means the classification of such Employee determined by the Administrator and as listed in Section 3.1 on such Employee’s Termination Date. 1.15 ERISA means the Employee Retirement Income Security Act of 1974, as amended, and related regulations. 1.16 Family and Medical Leave means a leave of absence taken pursuant to the Family and Medical Leave Act of 1993, as amended, and related regulations. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 3 Prepared by Holland & Hart LLP 1.17 Furlough means paid or unpaid leave taken as required by the Employer due to lack of work. 1.18 Hour of Service means each hour for which an Employee is paid or entitled to payment from the Employer for the performance of duties. 1.19 Military Leave means leave taken pursuant to the Employer’s military leave policy. 1.20 Plan means the DCP Services, LLC Executive Severance Plan. 1.21 Plan Sponsor means DCP Services, LLC. 1.22 Plan Year means the 12-consecutive-month period beginning each January 1 and ending each December 31. 1.23 Release means the separation agreement and general release prepared by and acceptable to the Employer. The Release, in consideration of the benefits provided under the Plan, is intended to legally bind the Employee and the Employer regarding the termination of the Employee’s Employment with the Employer, require repayment of benefits under the Plan under certain rehire circumstances and, among other things, provide for a full release and waiver by the Employee of all possible claims against the Employer and its Affiliates and all directors, officers, employees, agents, and representatives of the Employer and its Affiliates, including, but not limited to, claims arising out of the Employee’s Employment with, and termination of Employment by, the Employer. 1.24 Service Date means the base date used by the Employer to determine the Employee’s service anniversary under the service award program, determined in the sole discretion of the Employer. 1.25 Severance Pay means the benefit payable to an Eligible Employee under this Plan, calculated under Section 3.1. 1.26 Sick Leave means leave taken for which the Employee receives benefits under the sick leave policy of the Employer. 1.27 1.28 STD Leave means leave taken for which the Employee receives benefits under the short-term disability salary continuation policy of the Employer. Subsidy Period means, for each Employee, the closest number of whole months that corresponds to the period of Base Pay or Weekly Pay, as applicable, received as Severance Pay under Section 3.1. In determining the closest number of whole months for Severance Pay expressed in Weekly Pay, the number of weeks of Weekly Pay will be converted to months by dividing the total number of weeks of Weekly Pay by four and one-third (4-1/3) and rounding to the closest whole month. 1.29 Termination Date means the last date on which an Employee performs an Hour of Service. 1.30 Weekly Pay means the amount of the Employee’s Base Pay divided by 52. 1.31 Year of Service means a one-year period, beginning on an Employee’s Service Date and each anniversary of such Service Date thereafter, during which period the Employee is engaged in continuous Employment. Fractional or partial Years of Service will be disregarded, and no period of time will count towards more than one Year of Service. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 4 Prepared by Holland & Hart LLP DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 5 Prepared by Holland & Hart LLP ARTICLE 2. ELIGIBILITY 2.1. Eligibility Requirements for Severance Pay. An Eligible Employee becomes a participant under the Plan if such Employee meets each of the following requirements: (a) (b) (c) (d) (e) the Employee is notified that his or her Employment with the Employer is subsequently terminated, and such Employee is specifically notified that such termination is eligible for Severance Pay if all requirements under this Section 2.1 are satisfied; the Employee is an Active Employee as of the date of notification and continues to work productively for the Employer, to the extent required, as determined in the sole discretion of the Employer, until the Employer determines that the Employee’s services are no longer necessary; the Employee’s Termination Date is on or after the Effective Date of this Plan; the Employee executes a Release, as provided in Section 4.1 within the prescribed period; and the Employee is not subsequently employed by the Employer or an Affiliate within 30 days following the Employee’s Termination Date. 2.2. Ineligible Terminations. An Employee who is otherwise eligible for any benefits under this Plan will not receive such benefits if the Employee, as determined by the Employer in its absolute discretion — (a) (b) (c) unilaterally and voluntarily resigns; is terminated for Cause; or leaves the Employer’s employment for any reason (including death, disability, disappearance or presumed death) before the requirements of Section 2.1 are satisfied. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 6 Prepared by Holland & Hart LLP ARTICLE 3. SEVERANCE BENEFITS 3.1. Severance Pay. An Eligible Employee who complies with the terms of this Plan, becomes a participant in the Plan pursuant to Section 2.1, and signs, delivers, complies with and does not timely revoke the Release will be eligible to receive Severance Pay, less applicable taxes and withholding, in the amount set forth under subparagraphs (a) through (d) below based upon such Employee’s Employment Classification: (a) (b) (c) (d) Chief Executive Officer. An Eligible Employee with an Employment Classification of Chief Executive Officer will be paid Severance Pay in accordance with Schedule A. Executive Committee. An Eligible Employee with an Employment Classification of Executive Committee will be paid Severance Pay in accordance with Schedule B. Vice President. An Eligible Employee with an Employment Classification of Vice President will be paid Severance Pay in accordance with Schedule C. Director. An Eligible Employee with an Employment Classification of Director will be paid Severance Pay in accordance with Schedule D. Timing and Form of Payment. If all conditions for receipt of Severance Pay are satisfied, payment of an Eligible Employee’s Severance Pay will be made in a single cash lump sum payment as soon as administratively feasible following the end of any applicable Release rescission period, provided that, payment will be made within 74 days of the Employee’s Termination Date. The Employer will withhold any amounts required by the federal, state, or local law. Outplacement Assistance. The Employer may, in its discretion, offer an Eligible Employee who satisfies all the conditions for receipt of Severance Pay outplacement counseling assistance selected by the Employer. Such program may vary by Eligible Employee as determined by the Employer. In no event will outplacement services be provided in excess of 12 months to an Eligible Employee. An Eligible Employee may be provided outplacement counseling assistance upon notification of termination of employment, but the provision of such outplacement assistance does not entitle an Eligible Employee to continue such services under this Section 3.3, if such Employee does not satisfy all conditions for receipt of Severance Pay. Subsidized COBRA Coverage. If all conditions for receipt of Severance Pay are satisfied and if an Eligible Severance Employee elects continuation coverage under COBRA, the Employer will contribute an amount towards COBRA coverage such that the cost of Employee’s health coverage following the Termination Date will be the same as the cost of such Employee’s health coverage in place immediately prior to the Termination Date. The Employer will provide such amount on a monthly basis until the end of the Subsidy Period or, if earlier, the first to occur of the following: (1) such Employee becomes eligible to receive group health insurance from another employer’s group health plan or spouse’s employer plan, (2) such Employee’s COBRA coverage is terminated for any reason (including by reason of the Employee becoming entitled to Medicare) regardless of whether coverage is continued by a separate qualified beneficiary, or (3) the expiration of the applicable maximum COBRA period for the Employee (generally, the maximum COBRA period is 18 months but in cases of disability may be extended to 29 months). If such Employee is determined by the Employer to be a “highly compensated individual” under 3.2. 3.3. 3.4. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 7 Prepared by Holland & Hart LLP Code Section 105(h), such contributions by the Employer will be made on an after-tax basis and will be grossed up for applicable tax withholding. The determination of any gross-up required by this Section 3.4 will be calculated and determined in the Employer’s sole discretion. To the extent COBRA coverage premium payments have been made on behalf of an Eligible Employee before all conditions for receipt of Severance Pay have been satisfied and such conditions are not thereafter satisfied, such Employee will reimburse Employer for any amounts paid by Employer for COBRA coverage. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 8 Prepared by Holland & Hart LLP ARTICLE 4. CONDITIONS FOR RECEIPT OF SEVERANCE PAY 4.1. 4.2. 4.3. 4.4. 4.5. 4.6. 4.7. Execution of Release. In consideration for and as a pre-condition of receiving Severance Pay and benefits described under Sections 3.1, 3.3, and 3.4, an Employee must execute a Release in a form provided by the Employer. The Release must be voluntarily executed by the Employee, and the Employee must not revoke such Release within any applicable revocation period that may be required by law from time to time. The Release must be executed by the Employee within forty-five (45) days, or such shorter period provided by the Release, following the Employee’s Termination Date. Confidentiality and Non-Disclosure Agreement. In consideration for and as a pre-condition of receiving Severance Pay and benefits described under Sections 3.1, 3.3, and 3.4, the Employer may require (either as part of the Release or otherwise) an Employee to execute a confidentiality and non-disclosure agreement in a form approved by the Employer. A confidentiality and non- disclosure agreement, if any, must be voluntarily executed by the Employee within forty-five (45) days, or such shorter period provided by such agreement, following the Employee’s Termination Date. If an Employee executed a similar agreement on the date the Employee was hired or at any time during Employment, by accepting Severance Pay under this Plan, such Employee agrees that the previously executed confidentiality and/or non-disclosure agreement will survive the Employee’s termination of employment with the Employer. Additional Conditions. The Employer may also require an Eligible Employee, as conditions precedent to receiving Severance Pay and any other benefits under the Plan, to satisfy any working or scheduling conditions required by the Employer. Offset for Money Owed to the Employer. An Employee’s benefit under this Plan will be reduced by any amount that the Employee owes to the Employer on his or her Termination Date, and by accepting and executing the Release, Employee consents to such offset. Other Benefits. The benefits of an Employee under any other Employer benefit plan or program are governed solely by the terms of those plans and programs and will neither be affected by nor affect payments under this Plan. Payments to Estate. If an Eligible Employee who has become a participant in the Plan pursuant to Section 2.1 dies before receiving the applicable Severance Pay benefit to which he or she is entitled under the Plan, the benefit will be paid to the Employee’s estate. If such Employee has not executed a Release before death, the Employee’s estate will not be entitled to any Severance Pay. Notwithstanding the foregoing, the Employer may, in its discretion, waive conditions for receipt of the benefit, including the requirement for a Release. Coordination with Short-Term Incentive Plan. Notwithstanding Section 4.5, if an Eligible Employee has satisfied all conditions for receipt of Severance Pay, a termination of such Employee’s Employment will be considered a qualifying layoff under the DCP Services, LLC Short-Term Incentive Plan (effective January 1, 2012) (“STIP”) and any successor plans (provided such Employee is a participant in such plan as of the Termination Date). Unless provided otherwise in the applicable Release, a pro-rata portion of any payment under the STIP that would otherwise be forfeited due to termination of employment will be paid as a result of a qualifying layoff provided that such payment is otherwise due under the terms of the STIP (e.g., performance goals have been met). Any pro- rata portion payable will be determined by DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 9 Prepared by Holland & Hart LLP multiplying eligible base and overtime pay received in the year by the STIP target and performance factors. Any such pro-rata payment due will be made at the same time and in the same manner as other payments made under the STIP. 4.8. Coordination with Long-Term Incentive Plan. Notwithstanding Section 4.5, if an Eligible Employee has satisfied all conditions for receipt of Severance Pay, a termination of such Employee’s Employment will be considered a layoff (if applicable) under the DCP Midstream, LP 2016 Long-Term Incentive Plan (effective April 28, 2016), the DCP Services, LLC Long-Term Incentive Plan (effective January 1, 2008), the DCP Midstream, LP 2012 Long-Term Incentive Plan (effective February 15, 2012), and any successor plans, or, if applicable, any similar plans (provided such Employee is a participant in such plans as of the Termination Date). 4.9. Repayment of Benefit. (a) (b) Benefit Calculated by Reference to Weekly Pay. If an Employee received Severance Pay under the Plan calculated by reference to Weekly Pay and is reemployed by the Employer during the period beginning on the Employee’s Termination Date and equaling the number of weeks associated with the number of weeks of Weekly Pay used to calculate such Employee’s Severance Pay, the Employee must repay the portion of Severance Pay relating to the number of full weeks of such period that have not expired as of the date of such Employee’s reemployment. For example, if an Employee has a Termination Date of March 1, is entitled to Severance Pay equal to 10 weeks of Weekly Pay and is reemployed on March 10, then the Employee is required to repay 80% of the Severance Pay received. The terms of such repayment will be set in the Employer’s sole discretion. Benefit Calculated by Reference to Base Pay. If an Employee received Severance Pay under the Plan calculated by reference to Base Pay and is reemployed by the Employer during the period beginning on the Employee’s Termination Date and equaling the number of months associated with the number of months of Base Pay used to calculate such Employee’s Severance Pay, the Employee must repay the portion of Severance Pay relating to the number of full months of such period that have not expired as of the date of such Employee’s reemployment. For example, if an Employee has a Termination Date of March 1, is entitled to Severance Pay equal to one and one-half (1-1/2) times Base Pay, and is reemployed on November 10, then the Employee is required to repay 50% of the Severance Pay received. The terms of such repayment will be set in the Employer’s sole discretion. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 10 Prepared by Holland & Hart LLP ARTICLE 5. ADMINISTRATION 5.1 Administration and Interpretation of the Plan. The Plan Sponsor is the Administrator unless the Plan Sponsor appoints an individual or a committee as Administrator in writing. If the Plan Sponsor appoints a committee to serve as the Administrator, the committee must consist of not less than three members. Any member of the committee may resign at any time by giving notice to the Plan Sponsor. Any resignation will take effect at the date of receipt of such notice (or at any later date specified in the notice) and will be deemed to occur upon termination of the member’s employment. No member of the committee may receive any compensation for his or her services as a member of the committee. A majority of the members of the committee will constitute a quorum for the transaction of business. All resolutions or other actions taken by the committee will require the written approval or affirmative vote of a majority of the members of the committee. The Plan Sponsor is entitled to remove the Administrator or committee member at any time, with or without cause. The Administrator has all powers necessary or convenient to administer the Plan, including, in addition to such other powers as the law may provide, the following: (a) (b) (c) (d) (e) (f) all powers to administer the Plan, within its discretion, including but not limited to the power to establish rules and procedures for the purpose of administration of this Plan; total and complete discretion to interpret the Plan and to determine all questions arising in the administration, interpretation and application of the Plan, including the power to construe and interpret the Plan; to decide all questions relating to an individual’s eligibility for benefits and the amounts thereof; to make such adjustments which it deems necessary or desirable to correct any arithmetical or accounting errors; to determine the amount, form and timing of any distribution to be made hereunder; to increase the amount of benefits that would otherwise be provided under the Plan as it deems desirable and to subject such additional benefit to the requirements and conditions described herein; to correct any defect, supply any omission or reconcile any inconsistency in such manner and to such extent as the Administrator deems necessary to carry out the purposes of this Plan; exclusive fact finder discretionary authority to decide all facts relevant to the determination of eligibility for benefits; discretion to make factual determinations as well as decisions and determinations relating to the amount and manner of the distribution of benefits; and in making such decisions, be entitled to, but need not rely upon, information supplied by an Employee or representative thereof; and the power to appoint such agents, attorneys, accountants, and consultants and any other person required for proper administration of the Plan. The decisions of the Administrator are conclusive and binding upon all persons having or claiming to have any right or interest in or under the Plan, and no such decision may be modified under judicial review unless such decision is proven to be arbitrary or capricious. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 11 Prepared by Holland & Hart LLP 5.2 5.3 5.4 5.5 5.6 5.7 Information. The Administrator may require that each Employee supply any information and execute any documents necessary under this Plan. Fiduciary Provisions. The Administrator is a “named fiduciary” under the Plan. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan. All fiduciaries under the Plan must discharge their duties with respect to the Plan solely in the interests of the Employees and their beneficiaries and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of alike character and with like aims. No fiduciary under the Plan will be liable for an act or omission of another person in carrying out any fiduciary responsibility where such fiduciary responsibility is allocated to such other person by or pursuant to the Plan. Indemnification. The Employer will, to the fullest extent permitted by law, indemnify each director, officer, or employee of the Employer (including the heirs, executors, administrators, and other personal representatives of such person) and the Administrator against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by a person covered under this indemnification clause in connection with any threatened, pending, or actual suit, action, or proceeding (whether civil, criminal, administrative, or investigative in nature, or otherwise) in which the person may be involved by reason of the fact that the person is or was serving the Plan in any capacity at the request of the Employer. Expenses of Administration. Any expense incurred by the Employer or the Administrator relative to the administration of the Plan will be paid by the Employer. Accounts and Records. The Administrator will maintain records concerning the eligibility of Employees and itemize and separately identify the benefits distributed under the Plan. Notification of Employees. The Administrator will communicate in writing to all Employees (whom could become a participant under the Plan pursuant to Section 2.1) a summary of the terms and conditions of the Plan, which in the Administrator’s discretion, may be a copy of the Plan. 5.8 Claims Procedure. (a) (b) Filing a Claim for Benefits. If an Employee or former Employee believes that the Employer is obligated under the terms of the Plan to pay a benefit, the Employee or former Employee (hereinafter referred to as the “claimant”) must deliver a written request to the Administrator, or such person or office as the Administrator designates for the processing of claims. Upon receipt of such request, the Administrator may require the claimant to complete such forms and provide such additional information as may be reasonably necessary to establish the claimant’s right to benefits under the Plan. A claim is deemed filed upon receipt by the Administrator. Notification to Claimant of Decision. The Administrator will furnish to the claimant a notice of the decision within 90 days after receipt of the claim. If special circumstances require more than 90 days to process the claim, this period may be extended for up to an additional 90 days by giving written notice to the claimant before the end of the initial 90-day period stating the special circumstances requiring the extension and the date by which a final decision is expected. Failure to provide a notice of decision within the time DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 12 Prepared by Holland & Hart LLP specified will constitute a denial of the claim, and the claimant will be entitled to require a review of the denial under the review procedures. The notice to be provided to every claimant who is denied a claim for benefits must be in writing and must set forth, in a manner calculated to be understood by the claimant, the following: (1) (2) (3) (4) the specific reason or reasons for the denial; specific reference to pertinent Plan provisions on which the denial is based; a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and an explanation of the Plan’s claims review procedure describing the steps to be taken by a claimant who wishes to submit his or her claim for review, including a statement of the claimant’s right to bring a civil action pursuant to ERISA Section 502. (c) Review Procedure. The purpose of the review procedure is to provide a procedure by which an Employee or former Employee claiming benefits may have a reasonable opportunity to appeal a denial of a claim to the Administrator for a full and fair review as required by ERISA Section 503. To accomplish that purpose, the claimant or his or her duly authorized representative may request a review upon written application to the Administrator, review pertinent Plan documents and submit issues and comments in writing. A claimant (or his or her duly authorized representative) must request a review by filing a written application for review with the Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of his or her claim. The decision on review will be made by the Administrator, who may in his, her, or its discretion hold a hearing on the denied claim. The Administrator will make its decision promptly, which will ordinarily be not later than 60 days after the Plan’s receipt of the request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time for processing. In that case a decision will be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time is required due to special circumstances, written notice of the extension will be furnished to the claimant prior to the time the extension commences. The decision on review must be in writing and must include specific reasons for the decision (written in a manner calculated to be understood by the claimant), as well as specific references to the pertinent Plan provisions on which the decision is based. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 13 Prepared by Holland & Hart LLP ARTICLE 6. GENERAL PROVISIONS 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 Entire Understanding. This Plan constitutes the entire commitment of the Employer with respect to Eligible Employees and the matters set forth in this Plan and supersedes any and all separation or severance plans and programs with respect to such Employees which may have been maintained previously by the Employer. Further, the Plan supersedes any and all negotiations, representations, warranties or agreements between the Employer and such Employees, unless an Employee has an employment agreement with the Employer governing the terms of such Employee’s termination of employment that is in effect on the date of his or her termination. Payments from the Plan. Payments from the Plan will be paid out of the general assets of the Employer at the time payments are required. The Employer is not required to set aside amounts in advance of the date payments are required. Rights Against Employer. Neither the establishment of the Plan, nor any modification of the Plan, nor any distributions from the Plan may be construed as giving to any current or former Employee or beneficiary any legal or equitable rights against the Employer, its shareholders, directors, or officers, as such, or as giving any person the right to be retained in the employ of the Employer. Amendment; Termination. The Plan Sponsor reserves the right to amend, modify or terminate this Plan at any time for any reason, which may result in the termination or modification of coverage or benefits under this Plan. Any such amendment or termination must be set forth in writing. Severability. A determination that any provision of this Plan is prohibited by law or unenforceable will not affect the validity or enforceability of any other provision of this Plan. Non-Assignable. Benefits payable under this Plan are not subject to the claims of any creditor of any Employee. Except as provided in Section 4.6, an Eligible Employee has no rights under this Plan to alienate, pledge, encumber or assign any benefit to which such Employee may become entitled. Governing Law. To the extent not pre-empted by federal law, this Plan will be governed in all respects by the laws of the State of Colorado without giving effect to its conflicts or choice of law rules. Forum and Waiver of Trial by Jury. Any legal suit, action or proceeding arising out of or relating to this Plan shall be instituted in the federal courts of the United States of America or the courts of the State of Colorado in each case located in the City of Denver and County of Denver, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party acknowledges and agrees that any controversy which may arise out of or relate to this Plan is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Plan. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 14 Prepared by Holland & Hart LLP 6.9 Code Section 409A. All benefits provided under this Plan are intended to be exempt from Code Section 409A; however, to the extent Code Section 409A applies, the Plan will be interpreted to comply to the maximum extent permitted. Notwithstanding, the Plan Sponsor makes no representation that this Plan complies with Code Section 409A and has no liability to Participants for any failure to comply with Code Section 409A. For purposes of Code Section 409A, all benefits hereunder are designated as separate payments. * * * DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 15 Prepared by Holland & Hart LLP ERISA provides that all plan participants will be entitled to the following: Receive Information About Your Plan and Benefits. Rights of Plan Participants • Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all Plan documents governing the Plan and a copy of the latest annual report (Form 5500 Series) if required to be filed by the Plan with the U.S. Department of Labor (available at the Public Disclosure Room of the Employee Benefit Security Administration). • Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series) and an updated summary plan description. The Plan Administrator may make a reasonable charge for the copies. • Receive automatically, claims procedures, to the extent such procedures are changed after distribution of this Plan document. Prudent Actions by Plan Fiduciaries. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including the Employer, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA. Enforce Your Rights. If your claim for a benefit under this Plan is denied or ignored, in whole or in part, you have the right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds the claim is frivolous. Assistance with Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefit Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefit Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefit Security Administration. DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 16 Prepared by Holland & Hart LLP Adopted effective as of February 19, 2020. DCP SERVICES, LLC Plan Sponsor By: Title: Date: /s/ Brent Backes Group Vice President and General Counsel February 19, 2020 DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 17 Prepared by Holland & Hart LLP Employer and Plan Sponsor Plan Sponsor’s Employer Identification Number (“EIN”) Plan Name Plan Identification Number Plan Structure Type of Funding Plan Year Plan Administrator General Plan Information DCP Services, LLC Attn: Group Vice President and Chief Human Resources Officer Plan Sponsor, Severance Plan 370 17th Street, Suite 2500 Denver, Colorado 80202 (303) 605-1844 30-0870571 DCP Services, LLC Executive Severance Plan is a component program under the DCP Services, LLC Welfare Plan 506 The Plan is an unfunded welfare benefit plan providing severance benefits. Benefits are paid from the general assets of the Employer. January 1 – December 31 DCP Services, LLC Attn: Group Vice President and Chief Human Resources Officer Plan Administrator, Severance Plan 370 17th Street, Suite 2500 Denver, Colorado 80202 (303) 605-1844 THE PLAN ADMINISTRATOR IS RESPONSIBLE FOR PROVIDING YOU WITH INFORMATION REGARDING YOUR RIGHTS AND BENEFITS UNDER THE PLAN, FILING VARIOUS REPORTS AND FORMS WITH THE DEPARTMENT OF LABOR AND THE INTERNAL REVENUE SERVICE AND MAKING ALL DISCRETIONARY DETERMINATIONS UNDER THE PLAN. Agent for Service of Legal Process DCP Services, LLC Attn: General Counsel Agent for Service of Legal Process, Severance Plan 370 17th Street, Suite 2500 Denver, Colorado 80202 (303) 605-1730 DCP Services, LLC Executive Severance Plan and Summary Plan Description 2/19/2020 18 Prepared by Holland & Hart LLP SCHEDULE A Severance Pay for Chief Executive Officer The Chief Executive Officer (“CEO”) is eligible for Severance Pay in an amount equal to two (2) times Base Pay. Additionally, any payment due to the CEO under the STIP and Section 4.7 will not be reduced in a pro-rata manner as described under Section 4.7. DCP Services, LLC Executive Severance Plan and Summary Plan Description Schedule A 2/19/2020 A- 1 Prepared by Holland & Hart LLP SCHEDULE B Severance Pay for Executive Committee A member of the Executive Committee is eligible for Severance Pay in an amount equal to one and one-half (1.5) times Base Pay. Additionally, any pro-rata payment due under the STIP and Section 4.7 that would be reduced in the pro-rata manner described under Section 4.7 to below one-half of the amount otherwise payable under the STIP will instead be reduced to one-half of the amount otherwise payable under the STIP. DCP Services, LLC Executive Severance Plan and Summary Plan Description Schedule B 2/19/2020 B- 1 Prepared by Holland & Hart LLP SCHEDULE C Severance Pay for Vice Presidents A Vice President is eligible for Severance Pay in an amount equal to one (1) times Base Pay. DCP Services, LLC Executive Severance Plan and Summary Plan Description Schedule C 2/19/2020 C- 1 Prepared by Holland & Hart LLP SCHEDULE D Severance Pay for Directors A Director is eligible for Severance Pay in an amount equal to eight weeks of Weekly Pay plus an additional two weeks of Weekly Pay for each Year of Service completed by such Employee; however, the total number of weeks of Weekly Pay under this calculation will not exceed 39 weeks. DCP Services, LLC Executive Severance Plan and Summary Plan Description Schedule D 2/19/2020 D- 1 Prepared by Holland & Hart LLP CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT This Confidential Separation Agreement, Waiver, and Release (the “Agreement”) is a contract between Brian Frederick (“Employee”) and DCP Services, LLC (the “Company” and together with the Employee, the “Parties”). Employee and the Company wish to separate on an amicable basis. Employee’s termination date is December 31, 2019 (the “Termination Date”). THEREFORE, in consideration of the foregoing and this Agreement’s mutual promises, the sufficiency of which is acknowledged, the Parties agree as follows: i. TERMINATION FROM EMPLOYMENT AND PAYMENT OF WAGES AND COMPENSATION THROUGH THE TERMINATION DATE. 1. 2. Payment of Wages and Compensation. The Company has or will pay Employee’s wages and compensation earned through the Termination Date (i) including the 2019 short term incentive payment which will be made at the same payout percentage as approved by the Board for the Company; (ii) the 2017 long term incentive payment and related unpaid Dividend Equivalent Rights (“DERs”) which will be made at the same percentage as approved by the Board for 2017 Strategic Performance Units (“SPUs”) and full vesting of the 2017 Restricted Performance Units (“RPUs”); and (iii) any accrued and unused vacation pay accrued through the Termination Date, less, in each case, any previously agreed upon or lawfully authorized deductions or offsets. No Other Consideration Due. Employee acknowledges and agrees that except as expressly set forth in this Agreement, Employee is entitled to no other wages, vacation pay, sick pay, bonuses, incentive pay, benefits or other compensation. Employee also acknowledges and agrees that without signing this Agreement, Employee would not be entitled to the consideration from the Company as described in Section 2 below. ii. CONSIDERATION FROM THE COMPANY. 1. 2. 3. Separation Payment. The Company will pay Employee severance pay in the amount of $603,330.00 (the “Separation Payment”), less applicable taxes and withholdings and any lawfully authorized deductions or offsets, provided Employee has signed this Agreement within the Consideration Period in Section 5(b) below, Employee does not timely revoke the Agreement pursuant to Section 5(c) below, Employee has returned all Company property and information as required by Section 3(g) below, and Employee complies with all other terms of this Agreement, including, but not limited to, all confidentiality, non-disparagement and non-solicitation provisions of this Agreement (collectively, “Payment Conditions”). The Separation Payment will be delivered to the Employee’s last known address within twenty-one (21) business days after the Effective Date (as defined below in Section 5(c)). Outplacement Services. If Employee complies with the Payment Conditions, Employee shall receive reimbursement up to a maximum of $25,000 for the actual cost of executive level outplacement assistance or reimbursement of tuition for a seminar or classes on Corporate Boards at an accredited college, which outplacement service or tuition assistance can be utilized by Employee at any time through December 31, 2020, provided Employee shall submit invoices and evidence of payment to DCP and DCP shall reimburse Employee within 30 days of receipt of such documentation. Other Employee Benefits. Except for those benefits and programs described in this Agreement or as otherwise required by applicable law, Employee’s participation (if any) in and rights (if any) under any Company employee benefit plan or program will be governed by the terms and conditions of such plans and programs and applicable law, which plans, programs, terms and conditions may be amended, modified, suspended or terminated by the Company at any time for any or no reason. If Employee complies with Payment Conditions, Employee’s termination of employment under this release will be considered a qualifying layoff under the DCP Services, LLC 2008 Long-Term Incentive Plan (effective January 1, 2008) and any successor plans (provided Employee is a participant in such plan as of the Termination Date) and the terms and conditions thereof will continue to govern. Due to the qualified layoff, Employee will become fully vested in the time-vested RPUs units issued in 2018 and 2019 and contingently vest in any SPUs issued in 2018 and 2019 on a prorated basis through the Termination Date as defined in the applicable grant agreements. Any payment of time vested RPUs will occur at the same time as the Separation Payment provided under Section 2(a) above and any payment of SPUs, including DERs, will occur after the performance period ends and company performance is assessed in accordance with the terms of the applicable grant agreements. If Employee complies with Payment Conditions, the Company will credit Employee’s Executive Deferred Compensation Plan account with the 2019 make-whole match and retirement contributions in January 2020. Unemployment. The Company will not contest Employee’s claim to unemployment compensation. The Company may state what Employee is receiving or has received as severance and other consideration under this Agreement. Insurance Coverage Eligibility. 4. 5. a. b. Employee’s eligibility to participate in any of Company’s Medical, Dental, and Vision benefit plans will terminate on the Termination Date. Employee may elect to participate in Medical, Dental, and Vision benefits in conjunction with continued insurance coverage available to Employee under the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). COBRA coverage for the Employee generally continues for eighteen (18) months or until Employee becomes covered under another group health plan (the “COBRA Period”). Employee will be mailed a COBRA packet at Employee’s last known address. Such packet will contain additional information about the Employee's COBRA rights and responsibilities. Employee must be otherwise eligible for COBRA coverage, and positively elect COBRA in order to take advantage of COBRA coverage. If Employee elects COBRA coverage and complies with the Payment Conditions, the Company will pay the monthly amount towards the cost of COBRA coverage such that the cost of Employee’s health care coverage in place as of the Termination Date will continue at active rates for 18 month(s) or until the earliest of the following occurs: (1) Employee becomes eligible to receive group health insurance from another employer’s group health plan or a spouse’s employer plan, (2) COBRA coverage is terminated for any reason, or (3) the expiration of the applicable maximum COBRA Period for the Employee. If Employee is entitled to Medicare, the COBRA plan pays secondary to Medicare; therefore, Employee should enroll in Medicare Parts A and B in order to get full benefits under COBRA. If Employee is identified as a highly compensated individual, the payments will be made on an after-tax basis and such payments will be grossed up for applicable tax withholding. If Employee continues COBRA coverage after payments under this Section 2(e)(ii) terminate, Employee shall pay the full cost of COBRA coverage for the remainder of the COBRA Period or for so long as Employee desires to continue eligible COBRA coverage. Employee shall inform the Company about the terms and conditions of any employment after the Termination Date and the corresponding benefits available from such employment as well as any available coverage under a spouse’s employer plan within ten (10) days of attaining eligibility to enroll in such coverage. 6. Dependent Care or Medical Flexible Spending Account, Other Insurance Coverage. a. b. Any active Dependent Care or Medical Flexible Spending Account participation will cease on the Termination Date except, with respect to the Medical Flexible Spending Account, to the extent COBRA is available and elected by the Employee and participation is continued. Any group long-term disability insurance coverage, Group Life and Accidental Death and Dismemberment Insurance Coverage will cease on the Termination Date. Conversion of any employee and spouse life insurance to an individual whole life policy or policies or porting the coverages to a term life policy or policies (at Employee’s expense) must be accompanied by an application submitted by Employee to the carrier within 31 days of the termination of insurance 2 coverage. Employee will be mailed a packet containing documents to convert or port employee and spouse life insurance policies. c. d. Any Critical Illness, Accident or Hospital Indemnity voluntary coverage will cease on the Termination Date. Employee may elect to continue coverage at Employee’s expense. Employee will be mailed a packet containing documents to continue coverage and initiate direct billing. Any Group Legal voluntary coverage will cease on the Termination Date. Employee must contact carrier directly at 1-800-GET- MET8 within 30 days of Termination Date to continue coverage. ii. EMPLOYEE’S AGREEMENTS. 1. 2. 3. 4. 5. Release of All Claims. The term “Releasee” or “Releasees” shall be construed as broadly as possible and includes: the Company and each of the Company’s divisions, subsidiaries, owner companies, successors and affiliates, and their former or current agents, joint venture members, stockholders, directors, officers, employees, and all other persons acting by, through, under or in concert with any of them. In exchange for the Company’s consideration, Employee fully releases and discharges the Releasees from all claims, actions and causes of action of any kind, known or unknown, which Employee may presently have or claim to have against any Releasee including, but not limited to, all contract claims; all wrongful discharge or employment claims; all tort claims; all claims arising under the United States or any state constitution; all claims arising under any civil rights or employment laws or regulations (whether federal, state or local); any federal or state whistleblower laws or statutes; any claims based on Company policies or agreements, including severance policies or agreements to provide notice; and any claims to attorneys’ fees or costs. Without limiting the foregoing, the waiver and release of claims includes, but is not limited to, all claims under the Equal Pay Act, Age Discrimination in Employment Act (ADEA), Older Workers Benefit Protection Act (OWBPA), Rehabilitation Act, Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, Family and Medical Leave Act, Fair Labor Standards Act, Fair Credit Reporting Act, Worker Adjustment Retraining and Notification Act, Sarbanes-Oxley Act, Immigration Reform and Control Act, Occupational Safety and Health Act, and the National Labor Relations Act. Notwithstanding the foregoing, Employee does not waive or release workers’ compensation claims or claims for unemployment benefits. Employee agrees that while nothing in this Agreement shall limit Employee’s right to file a future charge with any federal, state, or local governmental agency relating to Employee’s employment with Company and/or participate in a future action relating to such employment, whether brought by an agency or by another on Employee’s behalf, Employee expressly waives by this Agreement the right to recover monetary damages and any other relief from Company personal to Employee if such charge or lawsuit is pursued. By entering into this Agreement, Employee is not waiving any rights or claims that may arise after the termination date. Filed and Non-Assignment of Claims. Employee has not filed any charge or claim or any part or portion thereof. Employee has not assigned or transferred any claim or any part or portion thereof. Representations. Employee represents and warrants that Employee was permitted by the Company to take all leave to which Employee was entitled, Employee was properly classified as exempt from overtime (if Employee was so classified), Employee has been properly paid for all time worked while employed by the Company and Employee has received all benefits to which Employee was or is entitled. Employee represents and warrants that Employee knows of no facts and has no reason to believe that Employee’s rights under the Fair Labor Standards Act, the Family and Medical Leave Act, or Colorado Wage Payment Act (or any other state wage payment law) have been violated. SEC Filing. Employee acknowledges that the Severance Payment and other compensation under this Agreement is required to be disclosed as a named executive officer of the Company pursuant to the rules and regulations of the Securities & Exchange Commission (“SEC”). If Employee is asked about the terms of this Agreement, Employee may state only that Employee and the Company have separated the employment relationship on an amicable basis and as disclosed in any filing to the SEC. Confidential Information. Employee acknowledges that if Employee signed an agreement with Company restricting Employee’s post- employment activities in any way, such agreement remains in effect, and nothing in this Agreement is intended to or does limit in any way the restrictions set forth in such agreement. In the 3 course of Employee’s employment with the Company, Employee has received Confidential Information concerning the Company. “Confidential Information” means all scientific, technical, financial, marketing, product, employee and business information of the Company, which is of a confidential, trade secret or proprietary character and which has been developed by the Company or by Employee (alone or with others) or to which Employee has had access during employment. Some examples of Confidential Information include, but are not limited to: (1) inventions, discoveries, concepts and ideas (whether patentable or not) relating to the markets, products and services or potential markets, products and services of the Company; (2) the terms of any agreements, draft agreements or other legal documents; (3) information concerning employees, including salary information; (4) scientific or technological information related to the Company’s markets, products and services, including but not limited to formulas and processes; (5) the Company’s software and computer programs and interface programs and improvements thereto and access codes and passwords, electronic codes or other coding; (6) the Company’s technology, research, trade secrets and know-how; (7) the Company’s sales techniques, product development, projections, sales records, contract terms, business plans, sales tools, and product and service pricing information; (8) the Company’s customer lists or names and addresses and other information concerning customers and potential customers, including information concerning customer requirements, customer contacts and decision-makers and decision-making processes, customer budgeting processes, customer business processes and information processing techniques, customer marketing strategies and business plans; (9) the Company’s marketing strategies, product and market development strategies, strategic business plans and market information; and (10) financial analysis, financial data and reports, financial projections, profits, margins, and all other financial information. Confidential Information does not include information that is or becomes known to the general public through lawful means. Employee agrees that all such information is the sole property of the Company. Employee shall maintain all such information in the strictest confidence and will not, directly or indirectly, intentionally or inadvertently, use, publish, or otherwise disclose to any person or entity whatsoever, any Confidential Information, regardless of its form, without the prior written consent of Employer. Employee shall take reasonable precautions to protect the inadvertent disclosure of such information. All duties and obligations set forth in this section shall be in addition to those which exist under statute and at common law, and shall be in addition to any existing and continuing obligations arising under any agreements or documents executed by Employee during Employee’s employment with the Company. Notwithstanding the foregoing, Employee understands that, in accordance with the Defend Trade Secrets Act of 2016, an individual cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a federal, state, or local government official (either directly or indirectly), or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee understands that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in a court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to a court order. 6. 7. Injunctive and Other Relief. If Employee breaches or threatens to breach the Employee’s obligations in this Agreement, the Company will be irreparably harmed and it therefore has the right to injunctive relief, in addition to any other relief or damages allowed by law. If the Company has reason to seek injunctive or other legal relief to enforce this Agreement, it may suspend or terminate any Separation Payment or other consideration otherwise payable to Employee at that time, and may seek recovery of any Separation Payment or other consideration paid to Employee at that time. If the Separation Payment or other consideration to be paid is suspended, terminated or recovered, the Employee’s release of claims under this Agreement will remain in full force and effect. Return of Company Property. Employee has returned (and has not retained any copies in any form) all Company documents and information (including all Confidential Information and any other information stored on personally owned computer hard drives, floppy disks or other format), and any vehicles, badges, pagers, cell phones, computers, equipment, or other property belonging to the Company. Employee certifies by signing this Agreement that Employee has returned to the Company all versions of source codes, plans, designs and other Company intellectual property in Employee’s possession, and that Employee has destroyed and not retained any source codes or other Company intellectual property on Employee’s home computer or in any other form. 4 8. 9. 10. 11. Non-Solicitation. Employee shall not, for a period of twelve (12) months after the Termination Date, directly or indirectly, solicit, encourage, or take any other action which is intended to induce any employee of the Company to terminate his or her employment with the Company in favor of any other employer, person or entity, or interfere in any way with an employee’s relationship with the Company. Non-Disparagement. Employee agrees that he will not criticize, denigrate or otherwise disparage the Company or any other Releasee and their respective executives and members of the Board of Directors. The Company or any other Releasee agrees that executives will not criticize, denigrate or otherwise disparage the Employee. Report of Misconduct. Employee has had the opportunity to notify appropriate personnel within the Company of any violation or potential violation of any laws or regulations or any other misconduct by the Company or any of its management personnel or other representatives in the course of their duties on behalf of the Company. To the extent Employee is aware of any such misconduct, Employee has reported it to appropriate Company personnel. If Employee subsequently becomes aware of any such misconduct, Employee will notify the ethics hotline operated by My Safe Workplace (1-866-334-8816) or the General Auditor. Cooperation. Employee acknowledges and agrees that the Employee will cooperate and be reasonably available to the Company in connection with any administrative, judicial, or other legal proceedings in which the Company becomes involved. This cooperation will include, without limitation, assisting the Company and the Company’s lawyers in preparing for, and responding to, administrative proceedings, depositions, discovery responses, and subpoenas (including, without limitation, document location, review, and production), court proceedings, or other legal proceedings. In any such administrative, judicial, or other legal proceeding, Employee shall testify truthfully. v. DENIAL OF ANY LIABILITY. The Company denies any liability to Employee. The Parties agree that this Agreement may not be used as evidence; does not constitute an adjudication or finding on the merits; and is not, and shall not be construed as, an admission by the Company of a breach of any contract or agreement; a violation of the Company’s policies and procedures; or a violation of any state or federal laws or regulations. After execution (including signatures by both Employee and the Company), this Agreement may be introduced in evidence to enforce its terms. v. OPPORTUNITY TO CONFER – OLDER WORKERS’ BENEFIT PROTECTION ACT NOTICES. 1. 2. 3. Opportunity to Confer. The Company advises Employee to confer with an attorney of Employee’s own choosing before entering into this Agreement. Employee represents that Employee has had a full opportunity to confer with an attorney and, if Employee has not done so, Employee has knowingly and voluntarily waived the right to confer with an attorney before entering into this Agreement. Opportunity to Consider. Employee may take up to forty-five (45) days (the “Consideration Period”) to consider whether to execute this Agreement. If Employee signs this Agreement prior to the expiration of the Consideration Period, Employee represents that Employee fully understands that Employee has been given the Consideration Period to consider whether to enter into this Agreement and has knowingly and voluntarily waived that opportunity. Opportunity to Revoke and Effective Date. Employee has the opportunity to revoke this Agreement within seven (7) days after signing it (“Revocation Period”), by delivering a written revocation to the attention of the office of the Group Vice President and Chief Human Resources Officer, DCP Services, LLC, 370 17th Street, Suite 2500, Denver, CO 80202. If this Agreement is timely revoked by Employee, it will be revoked in its entirety. This Agreement shall become effective on the eighth day after the Revocation Period has passed without revocation (the “Effective Date”), assuming Employee timely executed the Agreement. vi. COMPLETE AGREEMENT. 5 This Agreement, together with the DCP Services, LLC Executive Severance Plan, is an integrated document. It constitutes and contains the entire agreement and understanding between the Parties, and supersedes and replaces all prior negotiations and all agreements concerning the subject matters hereof, except as otherwise expressly stated in this Agreement. ii. SEVERABILITY OF INVALID PROVISIONS. The provisions of this Agreement are severable. If any provision of this Agreement or its application is held invalid, the invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provisions or application. ii. VENUE/CHOICE OF LAW/ATTORNEYS’ FEES/ WAIVER OF RIGHT TO TRIAL BY JURY. This Agreement has been negotiated within the State of Colorado and the rights and obligations of the Parties to this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Colorado without regard to any jurisdiction’s principles of conflict of laws. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Colorado in each case located in the City of Denver and County of Denver, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party acknowledges and agrees that any controversy which may arise out of or relate to this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement. In any action brought to enforce this Agreement, the substantially prevailing party shall be awarded its, his or her reasonable legal fees (including but not limited to attorney, paralegal and expert fees and costs), to the maximum extent permitted by law. x. NO WAIVER OF BREACH. No waiver of any breach of any term or provision of this Agreement shall be binding unless in writing and signed by the party waiving the breach. No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. x. KNOWING AND VOLUNTARY WAIVER. Employee has carefully read and fully understands all of the provisions of this Agreement. Employee knowingly and voluntarily enters into this Agreement. xi. FURTHER ASSURANCES. The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the terms of this Agreement. ii. HEADINGS NOT BINDING/COUNTERPARTS/ORIGINALS AND COPIES. The use of headings in this Agreement is only for ease of reference and the headings have no effect and are not to be considered part of or terms of this Agreement. This Agreement may be executed in counterparts. A photocopy or facsimile copy of this Agreement shall be as effective as an original. EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT. EMPLOYEE REPRESENTS THAT EMPLOYEE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY AND THAT THE CONSIDERATION EMPLOYEE RECEIVES IN EXCHANGE FOR EXECUTING THIS AGREEMENT IS GREATER THAN THAT TO WHICH EMPLOYEE WOULD BE ENTITLED IN THE ABSENCE OF THIS AGREEMENT. EMPLOYEE REPRESENTS THAT EMPLOYEE IS NOT RELYING ON ANY REPRESENTATION OR UNDERSTANDING NOT STATED IN THIS AGREEMENT. USE OF THE 6 TERM “EMPLOYEE” IN THIS DOCUMENT DOES NOT INDICATE, CREATE, OR IMPLY AN EMPLOYER-EMPLOYEE RELATIONSHIP AFTER THE TERMINATION DATE. /s/ Brian S. Frederick December 11, 2019 Date Employee Address: _________________________________ _________________________________ DCP SERVICES, LLC Name: /s/ Tamara Bray Date:____________________________ Title: GVP, CHRO Date: December 11, 2019 Date: December 11, 2019 7 SUBSIDIARIES OF DCP MIDSTREAM, LP Exhibit 21.1 Entity Centana Intrastate Pipeline, LLC Cimarron River Pipeline, LLC Collbran Valley Gas Gathering, LLC (75%) Dauphin Island Gathering Partners DCP Assets Holding GP, LLC DCP Assets Holding, LP DCP Black Lake Holdings, LP DCP Chesapeake LLC DCP Cheyenne Connector, LLC DCP Dauphin Island, LLC DCP East Texas Gathering, LLC DCP GCX Pipeline LLC DCP Grands Lacs LLC DCP Guadalupe Pipeline, LLC DCP Hinshaw Pipeline, LLC DCP Intrastate Network, LLC DCP Litchfield LLC DCP LP Holdings, LLC DCP Lucerne 2 Plant LLC DCP Michigan Holdings LLC DCP Michigan Pipeline & Processing LLC DCP Midstream Holding, LLC DCP Midstream Marketing, LLC DCP Midstream Operating, LLC DCP Midstream Operating, LP DCP Mobile Bay Processing, LLC DCP New Mexico Development, LLC DCP NGL Operating, LLC DCP NGL Services, LLC DCP Operating Company, LP DCP Partners Colorado LLC DCP Partners Logistics, LLC DCP Partners MB I LLC DCP Partners MB II LLC DCP Pipeline Holding LLC DCP Raptor Pipeline, LLC DCP Receivables LLC DCP Saginaw Bay Lateral LLC DCP Sand Hills Pipeline, LLC (66.67%) DCP South Central Texas LLC DCP Southern Hills Pipeline, LLC (66.67%) DCP Sweeny LLC DCP Technology Ventures LLC DCP Tolar Holdings LLC DCP Wattenberg Pipeline LLC DCP Wyoming Assets LLC Jurisdiction of Organization Delaware Delaware Colorado Texas Delaware Delaware Delaware Texas Delaware Delaware Delaware Delaware Michigan Delaware Delaware Delaware Michigan Delaware Delaware Delaware Michigan Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Exhibit 21.1 DCP Zia Plant LLC EasTrans, LLC Fuels Cotton Valley Gathering, LLC Jackson Pipeline Company (75%) Marysville Hydrocarbons Holdings, LLC Marysville Hydrocarbons LLC National Helium, LLC Saginaw Bay Lateral Michigan Limited Partnership (46%) Wilbreeze Pipeline, LLC Delaware Delaware Delaware Michigan Delaware Delaware Delaware Michigan Delaware Pursuant to Item 601(b)(22) of Regulation S-K, set forth below are securities issued by DCP Midstream Operating, LP (Subsidiary Issuer) and guaranteed by DCP Midstream, LP (Parent Guarantor). List of Guaranteed Securities Exhibit 22 $500 million of 4.750% Senior Notes due September 2021 $350 million of 4.950% Senior Notes due April 2022 $500 million of 3.875% Senior Notes due March 2023 $825 million of 5.375% Senior Notes due July 2025 $500 million of 5.625% Senior Notes due July 2027 $600 million of 5.125% Senior Notes due May 2029 $300 million of 8.125% Senior Notes due August 2030 $300 million of 6.450% Senior Notes due November 2036 $450 million of 6.750% Senior Notes due September 2037 $400 million of 5.600% Senior Notes due April 2044 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-142271 and 333-211905 on Form S-8 and Registration Statement Nos. 333-249271, 333-249270, and 333-182642 on Form S-3 of our reports dated February 19, 2021, relating to the financial statements of DCP Midstream, LP (the “Partnership”) and the effectiveness of the Partnership’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2020. /s/ Deloitte & Touche LLP Denver, Colorado February 19, 2021 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the following Registration Statements of our reports dated February 5, 2021, relating to the financial statements of DCP Sand Hills Pipeline, LLC, and the financial statements of DCP Southern Hills Pipeline, LLC, appearing in this Annual Report on Form 10-K of DCP Midstream, LP for the year ended December 31, 2020: • • Registration Statement Nos. 333-142271 and 333-211905 on Form S-8 of DCP Midstream, LP, and Registration Statement Nos. 333-249271, 333-249270, and 333-182642 on Form S-3 of DCP Midstream, LP. Exhibit 23.2 /s/ Deloitte & Touche LLP Denver, Colorado February 19, 2021 We consent to the incorporation by reference in Registration Statement Nos. 333-249271, 333-249270, and 333-182642 on Form S-3 and Registration Statement Nos. 333-142271 and 333-211905 on Form S-8 of our report dated February 18, 2021, relating to the financial statements of Front Range Pipeline LLC appearing in this Annual Report on Form 10-K of DCP Midstream, LP for the year ended December 31, 2020. CONSENT OF INDEPENDENT AUDITORS Exhibit 23.3 /s/ DELOITTE & TOUCHE LLP Houston, Texas February 19, 2021 Gulf Coast Express Pipeline LLC Houston, Texas Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-249271, 333-249270 and 333-182642) and Form S-8 (No. 333-142271 and 333-211905) of DCP Midstream, LP of our report dated February 19, 2021, relating to the financial statements of Gulf Coast Express Pipeline LLC, which appears in this Annual Report on Form 10-K of DCP Midstream, LP. Exhibit 23.4 /s/ BDO USA,LLP Houston, Texas February 19, 2021 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.1 I, Wouter T. van Kempen, certify that: 1. I have reviewed this annual report on Form 10-K of DCP Midstream, LP for the year ended December 31, 2020; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 19, 2021 /s/ Wouter T. van Kempen Wouter T. van Kempen President and Chief Executive Officer (Principal Executive Officer) DCP Midstream GP, LLC, general partner of DCP Midstream GP, LP, general partner of DCP Midstream, LP Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 I, Sean P. O'Brien, certify that: 1. I have reviewed this annual report on Form 10-K of DCP Midstream, LP for the year ended December 31, 2020; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 19, 2021 /s/ Sean P. O'Brien Sean P. O'Brien Group Vice President and Chief Financial Officer (Principal Financial Officer) DCP Midstream GP, LLC, general partner of DCP Midstream GP, LP, general partner of DCP Midstream, LP Certification of President and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) The undersigned, the President and Chief Executive Officer of DCP Midstream GP, LLC, general partner of DCP Midstream GP, LP, general partner of DCP Midstream, LP (the “Partnership”), hereby certifies that, to his knowledge on the date hereof: (a) the annual report on Form 10-K of the Partnership for the year ended December 31, 2020, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. Exhibit 32.1 /s/ Wouter T. van Kempen Wouter T. van Kempen President and Chief Executive Officer (Principal Executive Officer) February 19, 2021 A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request. Certification of Group Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) The undersigned, the Group Vice President and Chief Financial Officer of DCP Midstream GP, LLC, general partner of DCP Midstream GP, LP, general partner of DCP Midstream, LP (the “Partnership”), hereby certifies that, to his knowledge on the date hereof: (a) the annual report on Form 10-K of the Partnership for the year ended December 31, 2020, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. Exhibit 32.2 /s/ Sean P. O'Brien Sean P. O'Brien Group Vice President and Chief Financial Officer (Principal Financial Officer) February 19, 2021 A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request. 

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