Phillips 66 Announces Offer to Acquire Outstanding Publicly Held Common Units of DCP Midstream, LP

Concurrent with Phillips 66’s announcement of the realignment of economic and governance interests in DCP Midstream, LP (DCP Midstream), Phillips 66 also announced today it has submitted a non-binding proposal to the board of directors of the general partner of DCP Midstream offering to acquire all publicly held common units of DCP Midstream for cash. Subject to negotiation and execution of a definitive agreement, Phillips 66 is proposing consideration of $34.75 for each outstanding publicly-held common unit of DCP Midstream as part of a transaction that would be structured as a merger of DCP Midstream with an indirect subsidiary of Phillips 66 with DCP Midstream as the surviving entity.

The proposed transaction is subject to the negotiation and execution of a definitive agreement and approval of such definitive agreement and transactions contemplated thereunder by the board of directors of the general partner of DCP Midstream and a conflicts committee thereof. The consummation of the proposed transaction would also be subject to customary closing conditions. There can be no assurance that any such approvals will be forthcoming, that a definitive agreement will be executed or that any transaction will be consummated.

Phillips 66 engaged Barclay's Capital Inc. as financial advisor and Bracewell LLP as legal counsel. For more information regarding Phillips 66’s previous announcement of the realignment of economic and governance interests in DCP Midstream, refer to the Strategic Joint Venture Update available on the Phillips 66 Investors site, phillips66.com/investors.