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.