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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
November 21, 2007
Mark A. Borer
Chief Executive Officer
DCP Midstream Partners, LP
370 17th Street, Suite 2775
Denver, Colorado 80202
Re: DCP Midstream Partners, LP
Registration Statement on Form S-3
File No. 333-146832
Filed October 22, 2007
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 14, 2007
File No. 1-32678
Dear Mr. Borer:
We have limited our review of your filings to those issues
we
have addressed in our comments. Where indicated, we think you
should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2006
General
1. We note the statement on page 35 and elsewhere that some
officers
of DCP Midstream, LLC provide services to you and devote
significant
time to the business of DCP Midstream, LLC. However, you state on
page 133 that your general partner`s four executive officers and
five
additional employees are "solely dedicated to our operations and
management." Please tell us the allocation of time in percentage
form that officers and directors devote to you as compared to your
affiliates.
Critical Accounting Policies and Estimates, page 59
2. Please revise the discussion of your critical accounting
policies
and estimates to focus on the assumptions and uncertainties that
underlie your critical accounting estimates, rather than
duplicating
the accounting policy disclosures in the financial statement
footnotes. Discuss the sensitivity of reported results to changes
in
your assumptions, judgments, and estimates, including the
likelihood
of obtaining materially different results if different assumptions
were applied. Please provide us with a copy of the draft
disclosure
to appear in future filings.
Financial Statements, page 82
Consolidated Statements of Cash Flows, page 88
3. Please disclose your non-cash investing and financing
activities.
Refer to paragraph 32 of SFAS 95. Please provide us with a copy
of
the draft disclosure to appear in future filings.
Notes to Consolidated Financial Statements, page 89
4. Acquisition, page 97
4. We note you acquired your wholesale propane logistics business
from DCP Midstream, LLC for approximately $82.9 million. We also
note this transaction represented a transfer of assets between
entities under common control and therefore, was recorded as if
the
transfer occurred at the beginning of the period. Please
reconcile
for us the $56.7 million in net assets recorded for this
transaction
to the $69.6 million of net assets for the wholesale propane
logistics business as of the beginning of the period.
5. Agreements and Transactions with Affiliates, page 100
5. We note you transact business with subsidiaries and affiliates
of
DCP Midstream, LLC. Please tell us whether the table on page 104
includes transactions with subsidiaries and affiliates of DCP
Midstream, LLC or whether the amounts represent only transactions
with DCP Midstream, LLC. If the table does not include
transactions
with subsidiaries and affiliates of DCP Midstream, LLC, please
expand
the table to include such information. Please provide us with a
copy
of the draft disclosure to appear in future filings.
Other Agreements and Transactions with DCP Midstream, LLC, page
102
6. Your statement of operations indicates that you sell natural
gas,
propane, NGLs and condensate to affiliates as well as purchase
natural gas, propane and NGLs from affiliates. Based on
information
provided in this footnote, it appears that most of these affiliate
revenues and affiliate purchases relate to contractual
relationships
regarding the Pelico system. Please provide us with more
information
regarding your contractual relationships around the Pelico system
and
your basis for recording revenues gross or net. In doing so,
please
tell us how revenues were recorded prior to the amendment made in
February 2006 and the basis for your accounting treatment. Also
tell
us the specific item(s) which were amended in the agreement and
its
resultant impact on your previous accounting.
14. Equity-Based Compensation, page 113
7. Please tell us and disclose how you value each of your equity-
based instruments granted under your long-term incentive plan.
Please include the method you use to estimate the fair value of
the
award and the assumptions used. Refer to paragraph A240.e. of
SFAS
123(R). Please provide us with a copy of the draft disclosure to
appear in future filings.
19. Quarterly Financial Data (Unaudited), page 122
8. We note your table presenting the consolidated results of
operations excluding the wholesale propane logistics business
combined with the table presenting the results of operations for
the
wholesale propane logistics business does not equal the table
presenting the consolidated results of operations for the 2006
fourth
quarter and total columns. Please advise or revise.
Form 10-Q for the quarterly period ended September 30, 2007
Notes to Condensed Consolidated Financial Statements, page 19
Partnership Equity and Distributions, page 18
9. We note you met the "second target distribution" in the first
and
second quarters of 2007 resulting in increased distributions to
the
general partner. These payments appear to have been classified as
equity distributions in the periods of payment. Since the
incentive
distributions appear to contain an element of compensation for the
general partner`s performance, please tell us what consideration,
if
any, was given to classify these payments as compensation to the
general partner.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the
disclosure in the filings reviewed by the staff to be certain that
they have provided all information investors require for an
informed
decision. Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Any accounting-related questions may be directed to Yong Kim,
Staff Accountant, at (202) 551-3323 or William Choi, Accounting
Branch Chief at (202) 551- 3716. Questions on other disclosure
issues may be directed to James Lopez at (202) 551-3536 or Mara
Ransom, Legal Branch Chief, at (202) 551-3264.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Robert Hunt
Fax: (713) 615-5484
Mark A. Borer, Chief Executive Officer
DCP Midstream Partners, LP
November 21, 2007
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