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• Align strategic interests by restructuring joint ventures

• Increases economic interest in DCP Midstream, LP

• It enhances the existing NGL platform through value chain integration

• Transaction completed and closed on August 17, 2022

HOUSTON–( BUSINESS WIRE )– Phillips 66 (NYSE: PSX ) today announced a realignment of its economic and governance interests in DCP Midstream, LP (DCP Midstream) (NYSE: DCP ) and Gray Oak Pipeline, LLC (Gray Oak Pipeline). ) through the merger of existing joint ventures owned by Enbridge Inc. (Enbridge).

Phillips 66 increased its economic stake in DCP Midstream from 28.26% to 43.31% and will oversee and manage the joint venture’s stake in DCP Midstream, including the general partner. Phillips 66’s economic interest in Gray Oak Pipeline decreased from 42.25% to 6.50%. Enbridge will oversee and manage the joint venture’s interest in Gray Oak Pipeline. As part of the transaction, Phillips 66 contributed approximately $400 million in cash. The transaction is expected to be accretive to earnings.

“We are growing our integrated NGL business to further strengthen our competitive position, while driving operational and business synergies,” said Mark Lashier, Chairman and CEO of Phillips 66. “DCP is a valuable business in our portfolio and enhances our existing value chain from wellhead to market, creating a platform for future NGL growth Our focus remains on operational excellence and disciplined capital allocation to create sustainable value for our shareholders.”

DCP Midstream is a master limited company with a diversified portfolio of assets, engaged in the business of gathering, processing, transporting, storing and marketing natural gas, as well as transporting, fractionating and marketing natural gas liquids. Phillips 66 and Enbridge hold their general and limited interests in DCP Midstream through DCP Midstream, LLC.

Gray Oak Holdings, LLC, a joint venture between Phillips 66 and Enbridge, has merged with DCP Midstream, LLC. The joint venture continues to own 65% of the Gray Oak Pipeline crude oil system with a capacity of 900,000 barrels of crude oil per day from the Permian and Eagle Ford basins in West Texas to the US Gulf Coast.

The transaction was formalized and closed on August 17, 2022. BofA Securities, Inc. acted as exclusive financial advisor to Phillips 66. Bracewell LLP acted as legal advisor and Gibson Dunn & Crutcher LLP acted as special tax advisor to Phillips 66. For For more information on this transaction, see the Update of the strategic joint venture available on Phillips 66 Investors’ website at phillips66.com/investors.

^{CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS}

^{This release contains certain forward-looking statements. Words and phrases such as “anticipated,” “estimated,” “expected,” “planned,” “scheduled,” “targeted,” “believes,” “continues,” “intends,” “will,” “would,” ” goals,” “objectives,” “projects,” “efforts,” “strategies” and similar expressions are used to identify these forward-looking statements. However, the absence of such words does not mean that a statement is not forward-looking. Forward-looking statements included in this release are based on management’s expectations, estimates and projections as of the date they are made. These statements are not guarantees of future performance and you should not place undue reliance on them, as they involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results and outcomes may differ materially from those expressed or anticipated in these forward-looking statements. Forward-looking statements contained in this release include, but are not limited to, statements regarding the expected benefits of the potential transaction to Phillips 66 and its stockholders and DCP Midstream and its unitholders, and the anticipated completion of the proposed transaction and the moment of this . Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include: uncertainties regarding the timing of the consummation of the potential transaction; the effects of the disruption of the respective businesses of Phillips 66 or DCP Midstream; the effect of such communication on the price of Phillips 66 shares or common units of DCP Midstream; transaction costs; the ability of Phillips 66 to realize profits from the proposed transaction; and the diversion of management’s time on transaction-related matters. Other factors that could cause actual results to differ from those in forward-looking statements include: the effects of any widespread public health crisis and its negative impact on business activity and demand for refined petroleum products; the inability to timely obtain or maintain necessary permits for capital projects; changes in global government policies related to renewable fuels and greenhouse gas emissions that adversely affect programs such as the Renewable Fuel Standards Program, low-carbon fuel standards and biofuel tax credits; fluctuations in NGL, crude oil and natural gas prices, and petrochemical and refining margins; unexpected changes in the costs of constructing, modifying or operating our facilities; unexpected difficulties in manufacturing, refining or transporting our products; the level and success of drilling and production volumes around our Midstream assets; risks and uncertainties regarding the actions of actual or potential competitive suppliers and carriers of petroleum products, renewable fuels or specialty products; lack of or interruptions in the adequate and reliable transportation of our NGLs, crude oil, natural gas and refined products; potential liability for litigation or for corrective actions, including disposal and recovery obligations under environmental regulations; failure to complete construction of capital projects on time and within budget; the inability to comply with government regulations or make capital expenditures to maintain compliance; limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in domestic or international financial markets; the possible disruption of our operations due to accidents, weather events, including as a result of climate change, terrorism or cyber-attacks; general national and international economic and political developments, including armed hostilities, expropriation of property and other political, economic or diplomatic developments, including those caused by public health problems and international monetary conditions and exchange controls; changes in government policies related to NGLs, crude oil, natural gas, petroleum products or the pricing, regulation or taxation of renewable fuels, including exports; changes in estimates or projections used to assess the fair value of intangible assets, goodwill and property, plant and equipment and/or strategic decisions regarding our portfolio of assets that give rise to impairment charges; necessary investments, or reduced demand for products, as a result of environmental rules and regulations; changes in tax, environmental and other laws and regulations (including alternative energy mandates); political and social concerns about climate change that could cause changes in our business or increase expenses, including expenses related to litigation; the operating, financing and distribution decisions of affiliated entities that we do not control; and other economic, commercial, competitive and/or regulatory factors affecting Phillips 66’s business generally, as set forth in our filings with the Securities and Exchange Commission. Phillips 66 undertakes no obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.}

About Phillips 66

Phillips 66 (NYSE: PSX) manufactures, transports and markets products that drive the global economy. The portfolio of the diversified energy company includes Midstream, Chemical, Refining and Marketing and Specialties businesses. Headquartered in Houston, Phillips 66 has employees around the world committed to providing safe and reliable energy and improving lives as they pursue a low-carbon future. For more information, visit phillips66.com or follow @Phillips66Co on LinkedIn or Twitter.

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Jeff Dietert (Investors)

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Shannon Holy (Investors)

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Thaddeus Herrick (media)

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Source: Phillips 66