Phillips 66 (NYSE:PSX) Files An 8-K Other Events

Item8.01

On April21, 2017, Phillips 66, a Delaware corporation
(Phillips66), completed the private offering of $300,000,000
aggregate principal amount of its Floating Rate Notes due 2019
(the 2019 Notes) and $300,000,000 aggregate principal amount of
its Floating Rate Notes due 2020 (the 2020 Notes and, together
with the 2019 Notes, the Notes), in each case fully and
unconditionally guaranteed by Phillips 66 Company, a Delaware
corporation and wholly owned subsidiary of Phillips66 (Phillips66
Company), which were issued to the Indenture, dated as of
April21, 2017 (the Indenture), among Phillips66, as issuer,
Phillips66 Company, as guarantor, and Wells Fargo Bank, National
Association, as trustee, and in accordance with the Terms
Agreement (including the provisions of the Purchase Agreement
incorporated by reference in the Terms Agreement), dated April11,
2017 (the Terms Agreement), among Phillips 66, Phillips 66
Company and the several Initial Purchasers named in ScheduleA to
the Terms Agreement.

Phillips 66 expects to use the net proceeds from the Notes,
together with a portion of the proceeds from an expected $900
million of term loans, which Phillips 66 expects to enter into
substantially concurrently with the issuance of the Notes, to
repay its outstanding 2.950% Senior Notes due 2017, for capital
expenditures and for general corporate purposes.

Subject to certain conditions set forth in the Indenture,
Phillips 66 may cause Phillips 66 Partners LP to issue a series
of notes in exchange for all or a portion of a series of the
Notes then outstanding (the Exchange Notes) without the consent
of the holders of the Notes. The Exchange Notes will be fully and
unconditionally guaranteed by Phillips 66 and Phillips 66
Company.

A copy of the Terms Agreement (including the provisions of the
Purchase Agreement incorporated by reference in the Terms
Agreement), the Indenture and the form of the terms of Notes of
each series have been filed as Exhibits 1.1, 4.1 and 4.2,
respectively, to this report and are incorporated herein by
reference.

(d) Exhibits. See Exhibit Index attached to this Current Report
on Form 8-K, which is incorporated by reference herein.

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About Phillips 66 (NYSE:PSX)

Phillips 66 is an energy manufacturing and logistics company with midstream, chemicals, refining and marketing, and specialties businesses. The Company operates its business through four segments: Midstream, Chemicals, Refining, and Marketing and Specialties (M&S). The Midstream segment includes its equity investment in DCP Midstream , LLC (DCP Midstream) and its investment in Phillips 66 Partners LP. The Midstream segment consists of three business lines: Transportation, DCP Midstream and NGL. The Midstream segment also transports crude oil and other feedstocks to refineries and other locations, and delivers refined and specialty products to market, and provides storage services for crude oil and petroleum products. The Chemical segment manufactures and markets petrochemicals and plastics. The refining segment buys, sells and refines crude oil and other feedstocks into petroleum products. The M&S segment purchases for resale and markets refined petroleum products.

Phillips 66 (NYSE:PSX) Recent Trading Information

Phillips 66 (NYSE:PSX) closed its last trading session up +0.60 at 76.35 with 1,682,321 shares trading hands.