News Release

DCP MIDSTREAM PARTNERS ANNOUNCES CLOSING OF COMMON UNIT OFFERING AND FULL EXERCISE OF UNDERWRITERS' OPTION TO PURCHASE ADDITIONAL COMMON UNITS

DENVER, March 5, 2014 - DCP Midstream Partners, LP (NYSE: DPM) (the "Partnership") today announced the closing of its previously announced public offering of 14,375,000 common units representing limited partner interests at $48.90 per common unit, which includes 1,875,000 common units purchased pursuant to the full exercise of the underwriters' option to purchase additional common units, for net proceeds of approximately $677 million after deducting underwriting discounts and commissions and estimated offering expenses.  

The Partnership intends to use the net proceeds from this offering to repay indebtedness outstanding under its commercial paper program, (ii) to pay a portion of the purchase price of the Partnership's previously announced dropdown transaction, (iii) for organic growth projects and (iv) for general partnership purposes.  The net proceeds may be temporarily invested in short-term marketable securities until used for their stated purposes.

Wells Fargo Securities, Barclays, BofA Merrill Lynch, Citigroup, Morgan Stanley, Credit Suisse, Deutsche Bank Securities, Goldman, Sachs & Co., J.P. Morgan and RBC Capital Markets acted as joint book-running managers for the offering.  Baird, Stifel, BB&T Capital Markets and Ladenburg Thalmann & Co. Inc. acted as co-managers for the offering.

The common units were offered and sold pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission.  This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The offering was made only by means of a prospectus and related prospectus supplement.

DCP Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership engaged in the business of gathering, compressing, treating, processing, transporting, storing and selling natural gas; producing, fractionating, transporting, storing and selling NGLs and recovering and selling condensate; and transporting, storing and selling propane in wholesale markets.  DCP Midstream Partners, LP is managed by its general partner, DCP Midstream GP, LP, which in turn is managed by its general partner, DCP Midstream GP, LLC, which is wholly-owned by DCP Midstream, LLC, a joint venture between Phillips 66 and Spectra Energy Corp.  

This press release contains forward-looking statements as defined under the federal securities laws, including statements regarding the intended use of offering proceeds and other aspects of the common unit offering.  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 as described in the prospectus and accompanying prospectus supplement for the offering.  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 Securities and Exchange Commission and in the prospectus and related prospectus supplement for the offering.  The statements herein speak only as of the date of this press release.  The Partnership undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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