Item 5.01 Changes in Control of Registrant.



On August 17, 2022, Phillips 66 and Enbridge Inc. ("Enbridge"), through their
respective subsidiaries, entered into an Agreement and Plan of Merger (the
"Merger Agreement") for the purpose of realigning their respective economic and
governance interests in DCP Midstream, LP (the "Partnership") and Gray Oak
Pipeline, LLC through the merger of existing joint ventures owned by Phillips 66
and Enbridge.

On August 17, 2022, Phillips Gas Company LLC ("PGC"), an indirect wholly owned
subsidiary of Phillips 66, and Spectra DEFS Holding, LLC, an indirect wholly
owned subsidiary of Enbridge, as the members of DCP Midstream, LLC ("DCP
Midstream"), the owner of DCP Midstream GP, LLC (the "General Partner"), the
general partner of DCP Midstream GP, LP (the "GP LP"), the general partner of
the Partnership, entered into a Third Amended and Restated Limited Liability
Agreement of DCP Midstream, LLC, effective on August 17, 2022 (the "Third A&R
LLC Agreement"), which, among other things, designated PGC as the Class A
Managing Member of DCP Midstream.

Previously, Phillips 66 and Enbridge, through their respective subsidiaries, had
owned equal interests in DCP Midstream. Following the effectiveness of the Third
A&R LLC Agreement, Phillips 66, through its indirect wholly owned subsidiary,
PGC, except as otherwise provided therein, has the power to conduct, direct and
manage all activities of DCP Midstream associated with the Partnership and each
of its subsidiaries, the General Partner and the GP LP, and, in each case, the
businesses, activities, assets and liabilities thereof. The Third A&R LLC
Agreement also provides that PGC has the power to exercise DCP Midstream's
rights to appoint or remove any director of the General Partner and vote any
common units representing limited partner interests ("Common Units") of the
Partnership that are owned directly or indirectly by DCP Midstream. Phillips 66
therefore may be deemed to be the beneficial owner of 51,472,363 Common Units
that are owned directly by DCP Midstream and 66,887,618 Common Units that are
owned directly by the GP LP, or an aggregate of approximately 57% of the
outstanding Common Units.

The foregoing descriptions of the Merger Agreement and the Third A&R LLC
Agreement are not complete and are qualified in their entirety by reference to
the Merger Agreement and the Third A&R LLC Agreement, copies of which are filed
herewith as Exhibits 99.1 and 99.2, respectively, and incorporated herein by
reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On August 17, 2022, Messrs. Allen C. Capps and Stephen J. Neyland resigned from
the Board of Directors of the General Partner (the "Board"), and Messrs. Kevin
Mitchell and Todd Denton were appointed by DCP Midstream, the owner of the
General Partner, to serve on the Board. Neither Mr. Mitchell nor Mr. Denton has
been appointed to any committee of the Board at this time.

Mr. Mitchell currently serves as Executive Vice President, Finance and Chief
Financial Officer of Phillips 66, a position he has held since January 2016.
Previously, Mr. Mitchell served as Vice President, Investor Relations of
Phillips 66 from September 2014 to January 2016.

Mr. Denton currently serves as Senior Vice President of Health, Safety and
Environment (HSE), and Projects of Phillips 66, a position he has held since
June 2022. Previously, Mr. Denton served in various positions within the
midstream business of Phillips 66, most recently as Vice President of Midstream
Operations. He also served as President of Phillips 66 Pipeline LLC from 2012 to
2022.

Neither Mr. Mitchell nor Mr. Denton will receive compensation for serving on the
Board other than through their employment with Phillips 66. Since the beginning
of the Partnership's last fiscal year, neither Mr. Mitchell nor Mr. Denton nor
their respective immediate family members have any direct or indirect material
interest in any existing or proposed transaction, arrangement, or relationship
with the General Partner or the Partnership or any director or executive officer
of the General Partner or immediate family member thereof in which the amount
involved exceeds $120,000.

DCP Midstream owns 100% of the General Partner, which allows it to control the
Partnership, and also owns approximately 57% of the Partnership. DCP Midstream
is a joint venture indirectly owned by Phillips 66 and Enbridge. For
relationships among the Partnership, the General Partner, and DCP Midstream and
its affiliates, see Item 13 "Certain Relationships and Related Transactions, and
Director Independence", which is incorporated herein by reference from the
Partnership's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on February 18, 2022.

Item 8.01 Other Events.



On August 17, 2022, Phillips 66 delivered a proposal to the Board to acquire all
of the Partnership's outstanding Common Units not already owned by DCP Midstream
or its subsidiaries at a cash purchase price of $34.75 per Common Unit. It is
anticipated that the Board will authorize a Special Committee comprised of
independent members of the Board to review, evaluate and negotiate the proposed
transaction. The proposed transaction is subject to the negotiation and
execution of a definitive agreement and approval of such definitive agreement
and the transactions contemplated thereunder by a Special Committee of the
Board. There can be no assurance that a definitive agreement will be executed or
that any transaction will be approved or consummated.

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Additional Information and Where You Can Find It



This report does not constitute a solicitation of any vote or approval with
respect to the proposed transaction. This report relates to a proposed business
combination between Phillips 66 and the Partnership. In connection with the
proposed transaction, subject to further developments and if a transaction is
agreed, Phillips 66 and the Partnership 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 THE PARTNERSHIP 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. Any definitive information statement, if and
when available, will be sent to securityholders of the Partnership 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 the Partnership 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 the Partnership's website at www.dcpmidstream.com
under the "Investors" tab and the "SEC Filings" sub-tab.

Participants in the Solicitation



Phillips 66, the Partnership 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 2022
Annual Meeting of Stockholders, which was filed with the SEC on March 31, 2022;
Phillips 66's Annual Report on Form 10-K, which was filed with the SEC on
February 18, 2022; certain of Phillips 66's Current Reports on Form 8-K; the
Partnership's Annual Report on Form 10-K for the year ended December 31, 2021,
which was filed with the SEC on February 18, 2022, 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.

Cautionary Statement Regarding Forward-Looking Statements



This Current Report on Form 8-K contains forward-looking statements as defined
under the federal securities laws, including statements regarding the
anticipated consummation of the proposed transaction and the timing thereof.
Although management believes that expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations will
prove to be correct. In addition, these statements are subject to certain risks,
uncertainties and other assumptions that are difficult to predict and may be
beyond our control, including market conditions, customary closing conditions,
and other factors described in the Partnership's filings with the SEC. If one or
more of these risks or uncertainties materialize, or if underlying assumptions
prove incorrect, the Partnership's actual results may vary materially from what
management anticipated, estimated, projected or expected.

Investors are encouraged to closely consider the disclosures and risk factors
contained in the Partnership's annual and quarterly reports filed from time to
time with the SEC. The forward-looking statements contained herein speak only as
of the date of this report. The Partnership undertakes no obligation to publicly
update or revise any forward­looking statements, whether as a result of new
information, future events or otherwise.

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Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.

Exhibit No.              Description

99.1 * Agreement and Plan of Merger entered into as of August 17, 2022, by and


                         among Enbridge (U.S.) Inc., Enbridge Holdings

(Gray Oak) LLC, Spectra Energy

DEFS Holding, LLC, Phillips 66 Company, Phillips

Gas Company LLC, DCP

Midstream, LLC, and Gray Oak Holdings LLC

(attached as Exhibit 99.3 to


                         Phillips 66's Current Report on Form 8-K (File No.

001-35349) filed with the

SEC on August 18, 2022).

99.2 * Third Amended and Restated Limited Liability Company Agreement of DCP

Midstream, LLC (attached as Exhibit 99.4 to

Phillips 66's Current Report on


                         Form 8-K (File No. 001-35349) filed with the SEC

on August 18, 2022).


       101               Cover Page formatted as Inline XBRL.
       104               Cover Page Interactive Data File (formatted as

Inline XBRL and contained in


                         Exhibit 101).


* Previously filed

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