Item 8.01 Other Events.

On November 16, 2020, Phillips 66, a Delaware corporation ("Phillips 66"), entered into a Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated November 16, 2020 (the "Terms Agreement"), among Phillips 66, Phillips 66 Company, a Delaware corporation and wholly owned subsidiary of Phillips 66 ("Phillips 66 Company"), and the several Underwriters named in Schedule A to the Terms Agreement, relating to the underwritten public offering by Phillips 66 of $450,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2024 (the "Floating Rate Notes"), $800,000,000 aggregate principal amount of its 0.900% Senior Notes due 2024 (the "2024 Notes") and $500,000,000 aggregate principal amount of its 1.300% Senior Notes due 2026 (the "2026 Notes" and, together with the Floating Rate Notes and the 2024 Notes, the "Notes"), in each case fully and unconditionally guaranteed by Phillips 66 Company, to be issued pursuant to the Indenture, dated as of April 9, 2020 (the "Indenture"), among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and U.S. Bank National Association, as trustee. The Indenture and the terms of the Notes are further described under " Description of Notes " in the prospectus supplement of Phillips 66 and Phillips 66 Company dated November 16, 2020, together with the related prospectus dated July 26, 2019, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933 on November 17, 2020, which descriptions are incorporated herein by reference. A copy of the Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), the Indenture and the forms of the terms of Notes of each series have been filed as Exhibits


  1.1  ,   4.1  ,   4.2  ,   4.3   and   4.4  , respectively, to this report and
are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.     Description
        1.1   -   Terms Agreement (including the provisions of the Underwriting
                Agreement incorporated by reference in the Terms Agreement), dated
                November 16, 2020, among Phillips 66, Phillips 66 Company and the
                several Underwriters named in Schedule A to the Terms Agreement.
        4.1   -   Indenture, dated as of April 9, 2020, among Phillips 66, as
                issuer, Phillips 66 Company, as guarantor, and U.S. Bank National
                Association, as trustee, in respect of senior debt securities of
                Phillips 66 (incorporated by reference to Exhibit 4.1 to the
                Current Report on Form 8-K of Phillips 66 dated April 7, 2020; File
                No. 001-35349).
        4.2   -   Form of the terms of the Floating Rate Notes, including the form
                of the Floating Rate Note.
        4.3   -   Form of the terms of the 2024 Notes, including the form of the
                2024 Note.
        4.4   -   Form of the terms of the 2026 Notes, including the form of the
                2026 Note.
        5.1   -   Opinion of Bracewell LLP.
       23.1   - Consent of Bracewell LLP (included in   Exhibit 5.1   hereto).
        104   - Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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