Fitch Ratings has affirmed DCP Midstream, LP's (DCP) and DCP Midstream Operating, LP's (DCP Operating) 'BBB-' Long Term Issuer Default Rating (IDR) following Phillips 66's (PSX) (NR) increased ownership in DCP to 43.31% from 28.26%, and plan to repurchase the outstanding units (representing 43% ownership).

In addition, Fitch has affirmed DCP Operating's senior unsecured ratings at 'BBB-' and junior subordinated notes at 'BB+'. DCP's preferred equity ratings were affirmed at 'BB'. The Rating Outlook is Stable.

Fitch views PSX's increased ownership as credit neutral for DCP. PSX's acquisition integrates DCP's NGL footprint into its wellhead to water strategy. PSX will have operational control, but there is no evidence of increased parent support for DCP. While Fitch has not changed its rating now, it will look to factors that may cause closer alignment between PSX and DCP, such as execution of the integrated strategy that Fitch believes would materially increase cash flow from DCP or trigger a significant capital investment from PSX.

Fitch's ratings reflect DCP's declining leverage, diverse asset footprint and mostly investment grade customers, offset by volume risk and higher commodity price risk relative to midstream peers.

Key Rating Drivers

Phillips 66 Majority Ownership: PSX and Enbridge (ENB; BBB+/Stable), the ultimate owners of DCP's general partner, have completed a transaction to increase PSX's economic interest in DCP to 43.31% from 28.26%. PSX now has majority control over the operations of DCP, and only major decisions require unanimous approval from PSX and ENB, reflecting a change in governance under the joint venture ownership. There is no evidence of any incremental contributions to DCP from PSX as DCP is FCF positive and self-funding.

Fitch rates DCP on a standalone basis from its sponsors, with no explicit notching from its parent companies' ratings; however, the ratings reflect that its owners have been and are likely to remain supportive of its operating and credit profile. In the past, ENB and PSX have exhibited a willingness to forgo dividends. This support was most recently demonstrated by the approval of the March 2020 distribution cut.

Scale and Scope of Operations: DCP's ratings reflect the size, scale and diversity of its asset base. Also incorporated, is its position as a large producer of natural gas liquids (NGLs) and processor of natural gas. The partnership has a robust operating presence in most of the key production regions within the U.S., specifically within the DJ Basin and Permian Basin spanning both the Midland and Delaware Basins. DCP has a diverse set of largely investment-grade customers and producers with no material customer concentration.

The size and breadth of DCP's operations allow it to offer its customers end-to-end gathering, processing, storage and transportation solutions, giving it a competitive advantage within the regions where they have significant scale. Excess capacity on several of DCP's systems provide opportunities for volume growth with incremental optimization expenses in higher margin regions to improve utilization.

Volumetric and Commodity Price Exposure: DCP's ratings reflect its exposure to volumetric and commodity price risks associated with the domestic production and demand for natural gas and NGLs. Approximately 50% of DCP's gross margin is provided from the logistics and marketing (L&M) segment, which generally provides fee-based cash flows with exposure to volumetric-risk.

Gathering and processing (G&P, approximately 50% of gross margin) contracts are largely backed by dedicated acreage and are a mix of non-commodity sensitive fee-based contracts and commodity sensitive percent-of-proceeds and percent-of-liquids contracts. DCP is expected to further benefit from its unhedged commodity-price exposure in 2H22, as higher commodity prices spur increasing production and DCP completes additional well connects in the DJ Basin and Permian Basin. The recent James Lake System acquisition further expands DCP's G&P footprint in the Permian.

As of 2Q22, approximately 70% of gross margin is fee-based, and DCP has hedged 13% of the remaining margin. The company has taken advantage of favorable pricing across associated hydrocarbons and added hedges that reduce its sensitivity to a large drop in prices. DCP's hedging program contributes to a steady cash flow profile but also exposes it to longer-term hedge roll-over and commodity price risks. The company is well hedged for each quarter in 2022.

Improving EBITDA Drives Leverage Decline: Fitch expects leverage to decline to the 3.0x-3.3x range in 2022 and 2023, driven by improving G&P volumes in DCP's key DJ and Permian Basin. (Fitch's leverage calculation gives 50% equity credit to the junior subordinated notes and 0% equity credit to the preferred units.) Producers are expected to ramp production over the next few quarters given commodity prices levels. DCP is investing in incremental bolt-on opportunities and optimizations to drive continued future growth into 2023.

On the L&M side of the business DCP is benefitting from third-party shippers shifting into ethane recovery and is expected to see increased throughput in 2H22. As the Fitch price deck returns closer to mid-cycle leverage in the outer forecast years, leverage is expected to moderate to 3.6x-3.8x range.

Capital Allocation Strategy: Management has reached their targeted leverage metric per their bank covenant calculation as of 2Q22 LTM financials, and is expected to continue to produce excess FCF throughout Fitch's forecast period. Modest growth capex is expected to continue to fund bolt-on opportunities in their G&P business in the DJ and Permian basin footprints. Incremental optimization and investment projects will be aimed at improving asset utilization and added connectivity to Sand Hills and Southern Hills to better serve customers. No large-scale M&A is assumed in Fitch's forecast.

Parent Subsidiary Linkage: Fitch now assesses a parent subsidiary relationship between PSX and DCP, reflecting the change in control under the new JV ownership structure. Fitch believes PSX has a stronger credit standalone credit profile (SCP). As such, Fitch follows the stronger parent path to determine DCP's ratings. Legal incentive is considered low as there are no guarantees or cross-default provisions.

Strategic and operational incentives are considered low as the incremental contribution DCP makes to PSX remains small with no clearly defined plans to grow current operations. Additionally, there is no evidence of avoidance costs as DCP and PSX currently have contractual agreements. Due to the aforementioned rating considerations, Fitch rates DCP on a standalone basis and does not receive any uplift in the rating from PSX.

There is a parent subsidiary relationship between DCP and DCP Operating. Fitch determines DCP's SCP based on consolidated metrics. Fitch believes DCP Operating has a stronger SCP than DCP. As such, Fitch has followed the stronger subsidiary path. Legal ring-fencing is open as there are minimal limitations between the entities. Access and control is evaluated as open given DCP's 100% ownership of DCP operating and centralized treasury. Due to aforementioned rating linkage considerations, Fitch rates DCP Operating on a consolidated basis and, as such, has assigned the same IDRs to both DCP and DCP Operating.

Derivation Summary

DCP's ratings reflect its favorable size, scale, geographic and business line diversity within the NGL production and transportation and natural gas G&P space. The ratings recognize DCP's greater exposure to commodity prices than other midstream peers, with approximately 70% of gross margin supported by fixed-fee contracts. This commodity price exposure has been partially mitigated in the near term through DCP's use of hedges for its NGL, natural gas and crude oil price exposure, pushing the percentage of gross margin, either fixed-fee or hedged, up to 83% as of 2Q22. This helps DCP's cash flow stability, but exposes it to longer-term hedge roll-over and commodity price risks.

DCP is slightly smaller in terms of EBITDA generation but more geographically diversified than NGL focused midstream peer Targa Resources Corp. (BBB-/Stable). DCP's assets span across several U.S. regions in multiple basins with significant footprints in the DJ Basin, Delaware and Midland Basins in the Permian, and SCOOP/STACK in the Midcontinent region, with volume growth expected to come from the DJ and Permian assets. Targa's operations are focused in the Permian Basin. Targa's gross commodity price exposure is similar to that of DCP as Targa's gross margin is 80%-85% supported by fixed-fee or fee-floor contracts and hedges.

Fitch expects DCP's leverage to be around 3.0x-3.3x through 2023. Targa's leverage is expected to be slightly higher in the range between 3.4x-3.6x in 2023. Both companies' leverage position them well within the 'BBB-' rating category.

ONEOK Inc (BBB/Stable) is significantly larger in terms of size and scale compared to DCP. ONEOK's NGL transportation network is larger than DCP's, with comparable basin diversification. About 85%-95% of ONEOK's revenues are generated from fee-based contracts, the majority of which are subject to volume risk. DCP earns less than half the EBITDA than ONEOK. DCP's leverage is comparable to that of ONEOK. ONEOK's leverage is expected to decline below the company's 4.0x target. ONEOK's limited commodity exposure and larger size and scale account for the one-notch rating difference.

Key Assumptions

Fitch's Key Assumptions Within The Rating Case for the Issuer:

Base case WTI oil price deck $100/bbl in 2022, $81/bbl in 2023, $62/bbl in 2024, and $50/bbl in 2025 and beyond; and Henry Hub natural gas price of $6.25/mcf in 2022, $4.00/mcf in 2023, $3.25/mcf in 2024, and $2.75/mcf in 2025 and long term. Fitch expects ethane to be influenced from the natural gas price deck and the other NGL hydrocarbon movements to be influenced from its WTI oil price deck;

Growth and sustainable capex in line with management's guidance;

No significant acquisitions are included in the forecast;

Upcoming debt maturities to be repaid with FCF;

PSX is successful in acquiring the outstanding public units of DCP.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive rating action/upgrade:

A demonstrated ability to maintain the percentage of fixed-fee or hedged gross margin at or above 80% while maintaining leverage (total debt with equity credit/operating EBITDA) below 3.5x for a sustained period could lead to a positive rating action;

Evidence of DCP becoming a material or growing component of PSX;

Meaningful increase in scale.

Factors that could, individually or collectively, lead to negative rating action/downgrade:

Leverage expected above 4.5x on a sustained basis and may result in at least a one-notch downgrade;

A significant decline in fixed-fee or hedged commodity leading to gross margin less than 70% fixed fee or hedged without an appropriate significant adjustment in capital structure, specifically a reduction in leverage, would likely lead to at least a one-notch downgrade;

A significant change in the ownership support structure from GP owners to the consolidated entity particularly with regard to the GP position on commodity price exposure, distribution policies and capital structure at DCP, the operating partnership.

Best/Worst Case Rating Scenario

International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579.

Liquidity and Debt Structure

Adequate Liquidity: As of June 30, 2022, DCP had approximately $1.4 billion of available liquidity. DCP's liquidity consists of the undrawn portion of their $1.4 billion senior unsecured revolving credit facility. There were no outstanding borrowings and $20 million letters of credit. DCP's $350 million accounts receivables securitization facility had $305 million outstanding, and there was $8 million of cash on the balance sheet.

Maturities are manageable. The nearest maturity is the $500 million senior unsecured notes due in March 2023, followed by the $350 million accounts receivable facility is set to mature in 2024. The revolver was recently amended to extend the maturity to 2027. As of June 30, 2022, DCP was in compliance with all covenants.

Issuer Profile

DCP is a midstream energy company that is a large producer and marketer of NGLs, and processor of natural gas with operations in the U.S. The G&P assets span several regions with significant footprints in the DJ Basin, Delaware and Midland Basins in the Permian.

Summary of Financial Adjustments

Fitch applies 50% equity credit to DCP's junior subordinated notes and 0% equity credit to DCP's existing preferred equity in Fitch's forecasts. Previously 50% equity credit was given to DCP's preferred units but due to lack of established permanence they now receive 0%. Fitch typically adjusts master limited partnership EBITDA to exclude equity interest in earnings from unconsolidated affiliates but includes cash distributions from unconsolidated affiliates.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg

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