REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
DCP Midstream GP, LLC
Denver, Colorado
We have audited the accompanying consolidated balance sheets of DCP Midstream Partners, LP and
subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of
operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the
period ended December 31, 2011. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits. We
did not audit the financial statements of Discovery Producer Services, LLC (“Discovery”), an investment of the
Company which is accounted for by the use of the equity method. The Company’s equity in Discovery’s net
assets of $139,509,000 and $139,233,000 at December 31, 2011 and 2010, respectively, and in Discovery’s net
income of $20,323,000, $20,570,000, and $14,204,000 for the years ended December 31, 2011, 2010, and 2009,
respectively, are included in the accompanying consolidated financial statements. Discovery’s financial
statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for Discovery, is based solely on the report of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits and the report of the
other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, such consolidated statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the
results of their operations and their cash flows for each of the three years in the period ended December 31, 2011,
in conformity with accounting principles generally accepted in the United States of America.
The consolidated financial statements give retrospective effect to the January 1, 2011 acquisition by the
Company of 33.33% of DCP Southeast Texas Holdings, GP from DCP Midstream, LLC, as a combination of
entities under common control, which has been accounted for in a manner similar to a pooling of interests, as
described in Note 1 to the consolidated financial statements.
Also as described in Note 1 to the consolidated financial statements, prior to January 1, 2011, the portion
of the accompanying consolidated financial statements attributable to DCP Southeast Texas Holdings, GP have
been prepared from the separate records maintained by DCP Midstream, LLC and may not necessarily be
indicative of the conditions that would have existed or the results of operations if DCP Southeast Texas
Holdings, GP had been operated as an unaffiliated entity. Portions of certain expenses represent allocations
made from, and are applicable to DCP Midstream, LLC as a whole.
The consolidated financial statements give retrospective effect to the changes to the preliminary purchase price
allocation for Marysville Hydrocarbon Holdings, Inc. as described in Note 1 to the consolidated financial statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Company’s internal control over financial reporting as of December 31, 2011, based
on the criteria established in the
Internal Control – Integrated Framework
issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2012 expressed an
unqualified opinion on the Company’s internal control over financial reporting.
/s/ Deloitte & Touche LLP
Denver, Colorado
February 29, 2012
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