Phillips 66 DCP Merger Proposal
Footnotes
Economic Interests in DCP Midstream
Affiliates of Phillips 66, as the holders of a majority of the outstanding DCP common units, have delivered their consent to approve the transaction. As a result, DCP has not solicited
and is not soliciting approval of the transaction by any other holders of DCP common units.
The receipt of cash for DCP common units pursuant to the transaction will be a taxable transaction to U.S. Holders for U.S. federal income tax purposes.
DCP Midstream adjusted EBITDA assumes the acquisition of all outstanding public common units of DCP Midstream, LP plus our increased economic interest in DCP Midstream as a
result of the merger of DCP Midstream, LLC and Gray Oak Holdings, LLC, excluding the impact from decreased ownership in Gray Oak Pipeline.
Synergy capture expected on a run-rate basis.
Additional Information and Where You Can Find It
This presentation does not constitute a solicitation of any vote or approval with respect to the proposed transaction. This presentation relates to a proposed business combination
between Phillips 66 and DCP. In connection with the proposed transaction, Phillips 66 and DCP expect to file an information statement and other documents with the U.S. Securities
and Exchange Commission ("SEC"). INVESTORS AND SECURITYHOLDERS OF PHILLIPS 66 AND DCP ARE ADVISED TO CAREFULLY READ ANY INFORMATION STATEMENT AND
ANY OTHER DOCUMENTS THAT HAVE BEEN FILED OR MAY BE FILED WITH THE SEC (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS
ASSOCIATED WITH THE TRANSACTION. The definitive information statement, when available, will be sent to securityholders of DCP relating to the proposed transaction. Investors
and securityholders may obtain a free copy of such documents and other relevant documents (if and when available) filed by Phillips 66 or DCP with the SEC from the SEC's website
at www.sec.gov. Securityholders and other interested parties will also be able to obtain, without charge, a copy of such documents and other relevant documents (if and when
available) from Phillips 66's website at www.phillips66.com under the "Investors" tab under the heading "SEC Filings" under the "Financial Information" sub-tab or from DCP's
website at www.dcpmidstream.com under the "Investors" tab and the "SEC Filings" sub-tab.
Participants in the Solicitation
Phillips 66, DCP and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of consents in
respect of the transaction. Information about these persons is set forth in Phillips 66's proxy statement relating to its 2023 Annual Meeting of Stockholders, which was filed with the
SEC on March 30, 2023; Phillips 66's Annual Report on Form 10-K, which was filed with the SEC on February 22, 2023; certain of Phillips 66's Current Reports on Form 8-K; DCP's
Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 17, 2023, and subsequent statements of changes in beneficial
ownership on file with the SEC. Securityholders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the
respective companies' securityholders generally, by reading the information statement and other relevant documents regarding the transaction (if and when available), which may
be filed with the SEC.
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