Schedule Of Unaudited Pro Forma Information For The Condensed Consolidated Statement Of Operations

The following tables present unaudited pro forma information for the condensed consolidated statement of operations for the nine months ended September 30, 2012 and 2011 and the three months ended September 30, 2011, as if the acquisition of Crossroads had occurred at the beginning of the earliest period presented.


	Nine Months Ended September 30, 2012
	DCP Midstream Partners, LP			Acquisition of Crossroads (a)		DCP Midstream Partners, LP Pro Forma
	(Millions)
Total operating revenues	$	1,270.2		$	27.0	$	1,297.2
Net income attributable to partners	$	103.7		$	1.6	$	105.3
Less:
Net income attributable to predecessor operations		(2.6	)		—		(2.6	)
General partner unitholders interest in net income		(29.4	)		—		(29.4	)

Net income allocable to limited partners	$	71.7		$	1.6	$	73.3

Net income per limited partner unit — basic	$	1.37		$	0.03	$	1.40

Net income per limited partner unit — diluted $ 1.36 $ 0.03 $ 1.39

(a)	The nine months ended September 30, 2012, includes the financial results of Crossroads for the period from January 1, 2012 through July 2, 2012.


	Nine Months Ended September 30, 2011
	DCP Midstream Partners, LP			Acquisition of Crossroads		DCP Midstream Partners, LP Pro Forma
	(Millions)
Total operating revenues	$	1,803.1		$	91.3	$	1,894.4
Net income attributable to partners	$	116.2		$	3.4	$	119.6
Less:
Net income attributable to predecessor operations		(14.3	)		—		(14.3	)
General partner unitholders interest in net income		(18.5	)		—		(18.5	)

Net income allocable to limited partners	$	83.4		$	3.4	$	86.8

Net income per limited partner unit — basic and diluted	$	1.93		$	0.08	$	2.01


	Three Months Ended September 30, 2011
	DCP Midstream Partners, LP			Acquisition of Crossroads		DCP Midstream Partners, LP Pro Forma
	(Millions)
Total operating revenues	$	593.6		$	28.0	$	621.6
Net income attributable to partners	$	68.5		$	0.7	$	69.2
Less:
Net income attributable to predecessor operations		(2.2	)		—		(2.2	)
General partner unitholders interest in net income		(6.8	)		—		(6.8	)

Net income allocable to limited partners	$	59.5		$	0.7	$	60.2

Net income per limited partner unit — basic and diluted	$	1.35		$	0.02	$	1.37

Schedule Of Impact On Financial Statements Due To Acquisition

Three Months Ended September 30, 2011


	DCP Midstream Partners, LP (As previously reported) (a)			Consolidate Southeast Texas (b)			Remove Southeast Texas Equity Earnings (c)			Combined DCP Midstream Partners, LP (As currently reported)
	(Millions)
Operating revenues:
Sales of natural gas, propane, NGLs and condensate	$	290.4		$	205.7		$	—		$	496.1
Transportation, processing and other		40.8			2.0			—			42.8
Gains from commodity derivative activity, net		52.1			2.6			—			54.7

Total operating revenues		383.3			210.3			—			593.6

Operating costs and expenses:
Purchases of natural gas, propane and NGLs		257.3			191.7			—			449.0
Operating and maintenance expense		31.5			5.2			—			36.7
Depreciation and amortization expense		20.6			5.3			—			25.9
General and administrative expense		9.4			2.6			—			12.0
Other income		(0.2	)		—			—			(0.2	)

Total operating costs and expenses		318.6			204.8			—			523.4

Operating income		64.7			5.5			—			70.2
Interest expense, net		(8.6	)		—			—			(8.6	)
Earnings from unconsolidated affiliates		10.0			—			(3.1	)		6.9

Income before income taxes		66.1			5.5			(3.1	)		68.5
Income tax expense		(0.2	)		(0.2	)		—			(0.4	)

Net income		65.9			5.3			(3.1	)		68.1
Net loss attributable to noncontrolling interests		0.4			—			—			0.4

Net income attributable to partners	$	66.3		$	5.3		$	(3.1	)	$	68.5

(a)	Amounts as previously reported with 33.33% of Southeast Texas’ results presented as earnings from unconsolidated affiliates.

(b)	Adjustments to present Southeast Texas on a consolidated basis at 100% ownership, including commodity derivatives.

(c)	Adjustments to remove Southeast Texas equity earnings at 33.33%.

Nine Months Ended September 30, 2011


	DCP Midstream Partners, LP (As previously reported) (a)			Consolidate Southeast Texas (b)			Remove Southeast Texas Equity Earnings (c)			Combined DCP Midstream Partners, LP (As currently reported)
	(Millions)
Operating revenues:
Sales of natural gas, propane, NGLs and condensate	$	1,043.2		$	609.5		$	—		$	1,652.7
Transportation, processing and other		114.9			7.3			—			122.2
Gains from commodity derivative activity, net		24.5			3.7			—			28.2

Total operating revenues		1,182.6			620.5			—			1,803.1

Operating costs and expenses:
Purchases of natural gas, propane and NGLs		906.6			557.7			—			1,464.3
Operating and maintenance expense		77.3			14.0			—			91.3
Depreciation and amortization expense		60.6			14.3			—			74.9
General and administrative expense		27.0			8.2			—			35.2
Other income		(0.4	)		—			—			(0.4	)

Total operating costs and expenses		1,071.1			594.2			—			1,665.3

Operating income		111.5			26.3			—			137.8
Interest expense, net		(25.0	)		—			—			(25.0	)
Earnings from unconsolidated affiliates		28.6			—			(11.5	)		17.1

Income before income taxes		115.1			26.3			(11.5	)		129.9
Income tax expense		(0.4	)		(0.5	)		—			(0.9	)

Net income		114.7			25.8			(11.5	)		129.0
Net income attributable to noncontrolling interests		(12.8	)		—			—			(12.8	)

Net income attributable to partners	$	101.9		$	25.8		$	(11.5	)	$	116.2

(a)	Amounts as previously reported with 33.33% of Southeast Texas’ results presented as earnings from unconsolidated affiliates.

(b)	Adjustments to present Southeast Texas on a consolidated basis at 100% ownership, including commodity derivatives.

(c)	Adjustments to remove Southeast Texas equity earnings at 33.33%.

Schedule Of Impact On Financial Statements Due To Acquisition

The following table presents the previously reported December 31, 2011 condensed consolidated balance sheet, adjusted for the acquisition of the remaining 66.67% interest in Southeast Texas from DCP Midstream, LLC:

As of December 31, 2011


	DCP Midstream Partners, LP (As previously reported) (a)			Consolidate Southeast Texas (b)			Remove Southeast Texas Investment in Unconsolidated Affiliate (c)			Combined DCP Midstream Partners, LP (As currently reported)
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	6.7		$	0.9		$	—		$	7.6
Accounts receivable		161.4			53.4			—			214.8
Inventories		64.7			23.2			—			87.9
Other		7.1			36.3			—			43.4

Total current assets		239.9			113.8			—			353.7
Property, plant and equipment, net		1,181.8			317.6			—			1,499.4
Goodwill and intangible assets, net		255.8			43.3			—			299.1
Investments in unconsolidated affiliates		208.7			—			(101.6	)		107.1
Other non-current assets		17.4			0.7			—			18.1

Total assets	$	1,903.6		$	475.4		$	(101.6	)	$	2,277.4

LIABILITIES AND EQUITY
Accounts payable and other current liabilities	$	269.2		$	111.3		$	—		$	380.5
Long-term debt		746.8			—			—			746.8
Other long-term liabilities		46.7			5.1			—			51.8

Total liabilities		1,062.7			116.4			—			1,179.1

Commitments and contingent liabilities
Equity:
Partners’ equity
Net equity		649.7			360.8			(103.4	)		907.1
Accumulated other comprehensive loss		(21.2	)		(1.8	)		1.8			(21.2	)

Total partners’ equity		628.5			359.0			(101.6	)		885.9
Noncontrolling interests		212.4			—			—			212.4

Total equity		840.9			359.0			(101.6	)		1,098.3

Total liabilities and equity	$	1,903.6		$	475.4		$	(101.6	)	$	2,277.4

(a)	Amounts as previously reported with 33.33% of Southeast Texas’ results presented as investments in unconsolidated affiliates.

(b)	Adjustments to present Southeast Texas on a consolidated basis at 100% ownership, including commodity derivatives.

(c)	Adjustments to remove Southeast Texas 33.33% investment in unconsolidated affiliates.

Schedule Of Preliminary Purchase Price Allocation

The preliminary purchase price allocation as of September 30, 2012 is as follows:


	September 30, 2012
	(Millions)
Aggregate consideration	$	63.0

Accounts receivable	$	4.2
Property, plant and equipment		63.1
Investments in unconsolidated affiliates		6.1
Other current liabilities		(4.1	)
Other long-term liabilities		(6.3	)

Total preliminary purchase price allocation	$	63.0