• the incurrence of unanticipated liabilities and costs; and
• the temporary diversion of management’s attention from managing the remainder of our assets to the
process of integrating the acquired businesses.
The assets recently acquired will also be subject to many of the same risks as our existing assets. If any of
these risks or unanticipated liabilities or costs were to materialize, any desired benefits of these acquisitions
may not be fully realized, if at all, and our future financial performance and results of operations could be
negatively impacted.
Risks Inherent in an Investment in Our Common Units
Conflicts of interest may exist between individual unitholders and DCP Midstream, LLC, our general
partner, which has sole responsibility for conducting our business and managing our operations.
DCP Midstream, LLC owns and controls our general partner. Some of our general partner’s directors, and
some of its executive officers, are directors or officers of DCP Midstream, LLC or its parents. Therefore,
conflicts of interest may arise between DCP Midstream, LLC and its affiliates and our unitholders. In resolving
these conflicts of interest, our general partner may favor its own interests and the interests of its affiliates over
the interests of our unitholders. These conflicts include, among others, the following situations:
• neither our partnership agreement nor any other agreement requires DCP Midstream, LLC to pursue a
business strategy that favors us. DCP Midstream, LLC’s directors and officers have a fiduciary duty to
make these decisions in the best interests of the owners of DCP Midstream, LLC, which may be
contrary to our interests;
• our general partner is allowed to take into account the interests of parties other than us, such as DCP
Midstream, LLC and its affiliates, in resolving conflicts of interest;
• DCP Midstream, LLC and its affiliates, including Spectra Energy and ConocoPhillips, are not limited in
their ability to compete with us. Please read “DCP Midstream, LLC and its affiliates are not limited in
their ability to compete with us” below;
• once certain requirements are met, our general partner may make a determination to receive a quantity
of our Class B units in exchange for resetting the target distribution levels related to its incentive
distribution rights without the approval of the special committee of our general partner or our
unitholders;
• some officers of DCP Midstream, LLC who provide services to us also will devote significant time to
the business of DCP Midstream, LLC, and will be compensated by DCP Midstream, LLC for the
services rendered to it;
• our general partner has limited its liability and reduced its fiduciary duties, and has also restricted the
remedies available to our unitholders for actions that, without the limitations, might constitute breaches
of fiduciary duty;
• our general partner determines the amount and timing of asset purchases and sales, borrowings, issuance
of additional partnership securities and reserves, each of which can affect the amount of cash that is
distributed to unitholders;
• our general partner determines the amount and timing of any capital expenditures and whether a capital
expenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansion
capital expenditure, which does not reduce operating surplus. This determination can affect the amount
of cash that is distributed to our unitholders;
• our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
• our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates
for any services rendered to us or entering into additional contractual arrangements with any of these
entities on our behalf;
• our general partner intends to limit its liability regarding our contractual and other obligations and, in
some circumstances, is entitled to be indemnified by us;
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