Unless otherwise indicated, "the company," "we," "our," "us" and "Phillips 66" are used in this report to refer to the businesses of Phillips 66 and its consolidated subsidiaries.



Management's Discussion and Analysis is the company's analysis of its financial
performance, financial condition, and significant trends that may affect future
performance. It should be read in conjunction with the consolidated financial
statements and notes included elsewhere in this report. It contains
forward-looking statements including, without limitation, statements relating to
the company's plans, strategies, objectives, expectations and intentions that
are made pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The words "anticipate," "estimate," "believe,"
"budget," "continue," "could," "intend," "may," "plan," "potential," "predict,"
"seek," "should," "will," "would," "expect," "objective," "projection,"
"forecast," "goal," "guidance," "outlook," "effort," "target" and similar
expressions often identify forward-looking statements, but the absence of these
words does not mean a statement is not forward-looking. The company does not
undertake to update, revise or correct any of the forward-looking information
unless required to do so under the federal securities laws. Readers are
cautioned that such forward-looking statements should be read in conjunction
with the company's disclosures under the heading: "CAUTIONARY STATEMENT FOR THE
PURPOSES OF THE 'SAFE HARBOR' PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995."

The terms "earnings" and "loss" as used in Management's Discussion and Analysis
refer to net income (loss) attributable to Phillips 66. The terms "before-tax
income" or "before-tax loss" as used in Management's Discussion and Analysis
refer to income (loss) before income taxes.


EXECUTIVE OVERVIEW AND BUSINESS ENVIRONMENT

Phillips 66 is an energy manufacturing and logistics company with midstream,
chemicals, refining, and marketing and specialties businesses. At June 30, 2020,
we had total assets of $54.5 billion. Our common stock trades on the New York
Stock Exchange under the symbol PSX.

Executive Overview
The outbreak of Coronavirus Disease 2019 (COVID-19) and its development into a
pandemic continues to result in significant economic disruption globally.
Actions taken by governments to prevent the spread of the disease included
travel and business restrictions, which resulted in substantial decreases in the
demand for many refined petroleum products, particularly gasoline and jet fuel.
The lack of demand for petroleum products has resulted in low crude oil prices
and refining margins. Accordingly, crude oil producers have shut in high cost
production, and refiners have reduced crude oil processing rates.

The depth and duration of the economic consequences of the COVID-19 pandemic are
currently unknown. The near-term outlook for petroleum product demand remains
highly uncertain, prices remain volatile, and margins and volumes remain
challenged. The adverse effects on our company have significantly impacted our
second-quarter earnings and may continue to be significant in the near term.

During the first six months of 2020, we took the following significant steps to enhance our liquidity:



•Secured a $2 billion, 364-day term loan facility, under which we have drawn $1
billion to date.
•Issued $2 billion of senior unsecured notes in three tranches of three-, five-,
and ten-year maturities.
•Temporarily suspended our share repurchase programs.
•Reduced our consolidated capital spending plans in 2020 by $700 million.
•Executed a plan to reduce operating and administrative costs by $500 million in
2020.

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In the second quarter of 2020, we reported a loss of $141 million, generated
cash from operating activities of $764 million and received approximately
$2.0 billion in net proceeds from two public offerings of senior unsecured
notes. We used available cash to fund capital expenditures and investments of
$939 million, repay $525 million of maturing debt, and pay dividends of $393
million. We ended the second quarter of 2020 with $1.9 billion of cash and cash
equivalents and approximately $6.5 billion of total committed capacity available
under our revolving credit facilities and new term loan facility.

Business Environment
The Midstream segment includes our Transportation and Natural Gas Liquids (NGL)
businesses. Our Transportation business contains fee-based operations that are
not directly exposed to commodity price risk. Our NGL business results are
primarily driven by fractionation and terminaling margins, throughput volumes,
and impacts from NGL prices. The Midstream segment also includes our 50% equity
investment in DCP Midstream, LLC (DCP Midstream). Compared with the second
quarter of 2019, NGL prices decreased in the second quarter of 2020 due to the
negative economic impacts caused by the COVID-19 pandemic.

The Chemicals segment consists of our 50% equity investment in Chevron Phillips
Chemical Company LLC (CPChem). The chemicals and plastics industry is mainly a
commodity-based industry where the margins for key products are based on supply
and demand, as well as cost factors. During the second quarter of 2020, the
benchmark high-density polyethylene chain margin decreased, compared with the
second quarter of 2019, driven by the economic impacts of the COVID-19 pandemic
and recent capacity additions.

Our Refining segment results are driven by several factors, including refining
margins, refinery throughput, feedstock costs, product yields, turnaround
activity, and other operating costs. The price of U.S. benchmark crude oil, West
Texas Intermediate (WTI) at Cushing, Oklahoma, decreased to an average of $27.80
per barrel during the second quarter of 2020, compared with an average of $59.80
per barrel in the second quarter of 2019, driven by a significant decline in
global demand for refined petroleum products in the second quarter of 2020, as a
result of the negative global economic impacts of the COVID-19 pandemic. Market
crack spreads are used as indicators of refining margins and measure the
difference between market prices for refined petroleum products and crude oil.
During the second quarter of 2020, the worldwide market crack spreads were
significantly lower compared with the second quarter of 2019, mainly driven by a
sharp decline in demand for refined petroleum products resulting from the
significant global economic disruption caused by the COVID-19 pandemic.

Results for our Marketing and Specialties (M&S) segment depend largely on
marketing fuel and lubricant margins, and sales volumes of our refined petroleum
and other specialty products. While M&S margins are primarily driven by market
factors, largely determined by the relationship between supply and demand,
marketing fuel margins, in particular, are influenced by the trend in spot
prices for refined petroleum products. Generally speaking, a downward trend of
spot prices has a favorable impact on marketing fuel margins, while an upward
trend of spot prices has an unfavorable impact on marketing fuel margins. The
significant global disruption caused by COVID-19 also negatively impacted demand
for our refined petroleum and specialty products in the second quarter of 2020
compared with the second quarter of 2019.
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RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three and six months
ended June 30, 2020, is based on a comparison with the corresponding periods of
2019.


Consolidated Results

A summary of income (loss) before income taxes by business segment with a reconciliation to net income (loss) attributable to Phillips 66 follows:



                                                                             Millions of Dollars
                                                            Three Months Ended                                        Six Months Ended
                                                                  June 30                                                  June 30
                                                                     2020               2019                 2020             2019

Midstream                                                 $           324                423                 (378)             739
Chemicals                                                              42                275                  211              502
Refining                                                             (878)               983               (3,139)             785
Marketing and Specialties                                             286                353                  799              558
Corporate and Other                                                  (219)              (205)                (416)            (415)
Income (loss) before income taxes                                    (445)             1,829               (2,923)           2,169
Income tax expense (benefit)                                         (378)               325                 (429)             395
Net income (loss)                                                     (67)             1,504               (2,494)           1,774
Less: net income attributable to noncontrolling interests              74                 80                  143              146
Net income (loss) attributable to Phillips 66             $          (141)             1,424               (2,637)           1,628



Our earnings decreased $1,565 million in the second quarter of 2020, mainly reflecting:

•Lower realized refining margins and decreased refinery production. •Lower equity in earnings of affiliates in our Chemicals, Refining and Midstream segments.

These decreases were partially offset by:

•An income tax benefit recognized in the current quarter, compared with income tax expense recognized in the second quarter of 2019.

Our earnings decreased $4,265 million in the six-month period of 2020, mainly reflecting:

•A $1,845 million before-tax goodwill impairment in our Refining segment. •A $1,161 million before-tax impairment of our investment in DCP Midstream. •Lower realized refining margins and decreased refinery production. •Lower equity in earnings of affiliates in our Refining and Chemicals segments.

These decreases were partially offset by:

•An income tax benefit recognized in the current six-month period, compared with income tax expense recognized in the six-month period of 2019.

See the "Segment Results" section for additional information on our segment results.


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Statement of Operations Analysis

Sales and other operating revenues for the second quarter and six-month period
of 2020 decreased 61% and 38%, respectively, and purchased crude oil and
products decreased 61% and 39%, respectively. These decreases were mainly due to
lower prices for refined petroleum products, crude oil, and NGL, as well as
lower volumes.

Equity in earnings of affiliates decreased 76% and 55% in the second quarter and
six-month period of 2020, respectively. The decrease in both periods was
primarily due to lower realized refining margins and decreased refinery
production at WRB Refining LP (WRB) and lower equity earnings from CPChem. See
Chemicals segment analysis in "Segment Results" section for additional
information on CPChem. The second-quarter decrease was also driven by lower
equity earnings from certain of our Midstream joint ventures due to lower
volumes.

Net gain on dispositions increased $85 million in the second quarter and
six-month period of 2020. The increase in both periods was mainly due to a gain
of $84 million associated with a co-venturer's prior-year acquisition of a 35%
interest in the consolidated holding company that owns an interest in Gray Oak
Pipeline, LLC. See Note 19-Phillips 66 Partners LP, in the Notes to Consolidated
Financial Statements, for additional information.

Other income decreased $33 million in the six-month period of 2020. The decrease
was primarily driven by a decrease in the fair value of deferred compensation
investments in the first six months of 2020, compared with an increase in the
fair value of deferred compensation investments in the first six months of 2019,
as well as a decrease in interest income due to lower interest rates in the
first six months of 2020. See Note 13-Fair Value Measurements, in the Notes to
Consolidated Financial Statements, for additional information on the fair value
of the deferred compensation investments.

Operating expenses for the second quarter of 2020 decreased 12%, primarily due to lower refinery maintenance activities and decreased utility costs.



Impairments were $3,006 million for the six-month period of 2020, consisting of
an impairment of $1,161 million associated with our investment in DCP Midstream,
and a $1,845 million goodwill impairment in our Refining segment. See Note
5-Investments, Loans and Long-Term Receivables and Note 7-Goodwill, in the Notes
to Consolidated Financial Statements, for additional information associated with
these impairments.

We had an income tax benefit of $378 million and $429 million in the second
quarter and six-month period of 2020, respectively, compared with income tax
expense of $325 million and $395 million, respectively, in the corresponding
periods of 2019. See Note 18-Income Taxes, in the Notes to Consolidated
Financial Statements, for information regarding our effective income tax rates.


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Segment Results

Midstream

                                                            Three Months Ended                                        Six Months Ended
                                                                  June 30                                                 June 30
                                                                     2020               2019                 2020            2019

                                                                             Millions of Dollars
Income (Loss) Before Income Taxes
Transportation                                            $           214                245                  414             448
NGL and Other                                                          78                143                  257             233
DCP Midstream                                                          32                 35               (1,049)             58
Total Midstream                                           $           324                423                 (378)            739



                                      Thousands of Barrels Daily
Transportation Volumes
Pipelines*                                 2,840        3,417        3,009     3,297
Terminals                                  2,883        3,261        3,016     3,163
Operating Statistics
NGL fractionated**                           170          232          184       233
NGL production***                            374          423          385       425


* Pipelines represent the sum of volumes transported through each separately
tariffed consolidated pipeline segment.
** Excludes DCP Midstream.
*** Includes 100% of DCP Midstream's volumes.

                                                                         Dollars Per Gallon
Weighted-Average NGL Price*

DCP Midstream                                          $      0.32                0.51                0.36          0.56

* Based on index prices from the Mont Belvieu market hub, which are weighted by NGL component mix.






The Midstream segment provides crude oil and refined petroleum product
transportation, terminaling and processing services, as well as natural gas and
NGL transportation, storage, fractionation, processing and marketing services,
mainly in the United States. This segment includes our master limited
partnership (MLP), Phillips 66 Partners LP (Phillips 66 Partners), as well as
our 50% equity investment in DCP Midstream, which includes the operations of DCP
Midstream, LP (DCP Partners), its MLP.

The Midstream segment had before-tax income of $324 million and a before-tax
loss of $378 million in the second quarter and six-month period of 2020,
respectively, compared with before-tax income of $423 million and $739 million
in the corresponding periods of 2019, respectively. The decrease in before-tax
income in the second quarter of 2020 was primarily due to decreased results in
our Transportation and NGL and Other businesses. The decreased results in the
six-month period of 2020 were primarily driven by a $1,161 million before-tax
impairment of our equity investment in DCP Midstream, slightly offset by
improved results from our NGL and Other business.

Before-tax income from our Transportation business decreased $31 million in the
second quarter of 2020 and $34 million in the six-month period of 2020. The
decrease in both periods was primarily attributable to lower pipeline and
terminal volumes driven by decreased refinery utilization, lower equity earnings
from joint ventures, and higher operating costs. These decreases were partially
offset by a gain of $84 million associated with a co-venturer's prior-year
acquisition of a 35% interest in the consolidated holding company that owns an
interest in Gray Oak Pipeline, LLC. See Note 19-Phillips 66 Partners LP, in the
Notes to Consolidated Financial Statements, for additional information. The
decrease in the second quarter of 2020 was also driven by unfavorable impacts of
pipeline loss allowances due to lower commodity prices.
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Before-tax income from our NGL and Other business decreased $65 million in the
second quarter of 2020 and increased $24 million in the six-month period of
2020. The decrease in the second quarter of 2020 was primarily due to
unfavorable impacts associated with NGL inventory storage management, as well as
lower margins and volumes at the Sweeny Hub, partially offset by the startup of
a new isomerization unit at our Lake Charles Refinery in the second half of
2019. The increase in the six-month period of 2020 was mainly due to the startup
of a new isomerization unit at our Lake Charles Refinery in the second half of
2019 and favorable inventory impacts, partially offset by implementation costs
for additional fractionation capacity at the Sweeny Hub.

The before-tax income (loss) from our investment in DCP Midstream decreased $3
million in the second quarter of 2020 and $1,107 million in the six-month period
of 2020. The decrease in the six-month period was primarily due to a $1,161
million before-tax impairment of our equity investment in DCP Midstream as
described below. Excluding the impairment, equity earnings from DCP Midstream
increased $54 million in the six-month period ended June 30, 2020, mainly driven
by the recognition of a benefit to equity earnings related to the amortization
of the basis difference as described below, and lower operating costs.

The fair value of our investment in DCP Midstream depends on the market value of
DCP Partners common units. The market value of DCP Partners common units
declined by approximately 85% in the first quarter of 2020.  As a result, at
March 31, 2020, the fair value of our investment in DCP Midstream was
significantly lower than its book value. We concluded the difference between its
fair value and book value was not temporary primarily due to its magnitude.
Accordingly, we recorded a $1,161 million before-tax impairment of our
investment in the first quarter of 2020. This charge is included in the
"Impairments" line item on our consolidated statement of operations for the six
months ended June 30, 2020. The impairment increased the basis difference for
our investment in DCP Midstream to $1.8 billion at March 31, 2020, which
indicated the carrying value of our investment was lower than our share of DCP
Midstream's recorded net assets at March 31, 2020. The basis difference is being
amortized and recognized as a benefit to equity earnings over a period of 22
years, which was the estimated remaining useful life of DCP Midstream's
properties, plants and equipment (PP&E) at March 31, 2020. Equity earnings for
the three and six months ended June 30, 2020, were increased by approximately
$20 million and $30 million, respectively, due to the amortization of the basis
difference. See Note 13-Fair Value Measurements, for additional information on
the techniques used to determine the fair value of our investment in DCP
Midstream.

See the "Executive Overview and Business Environment" section for information on market factors impacting this quarter's results.


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Chemicals

                                Three Months Ended                             Six Months Ended
                                     June 30                                        June 30
                                        2020            2019         2020               2019

                                           Millions of Dollars

Income Before Income Taxes   $            42             275          211                502



                                                                          Millions of Pounds
CPChem Externally Marketed Sales Volumes*
Olefins and Polyolefins                                         4,890            4,592                9,490          9,284
Specialties, Aromatics and Styrenics                            1,014              969                2,202          2,038
                                                                5,904            5,561               11,692         11,322

* Represents 100% of CPChem's outside sales of produced petrochemical products, as well as commission sales from equity affiliates.

Olefins and Polyolefins Capacity Utilization (percent) 103 % 95


    100      97




The Chemicals segment consists of our 50% interest in CPChem, which we account
for under the equity method. CPChem uses NGL and other feedstocks to produce
petrochemicals. These products are then marketed and sold or used as feedstocks
to produce plastics and other chemicals. We structure our reporting of CPChem's
operations around two primary business lines: Olefins and Polyolefins (O&P) and
Specialties, and Aromatics and Styrenics (SA&S).

Before-tax income from the Chemicals segment decreased $233 million in the
second quarter of 2020 and $291 million in the six-month period of 2020. The
decrease in the second quarter and six-month period of 2020 was mainly driven by
lower margins from CPChem's portfolio of consolidated and joint venture assets,
partially offset by higher sales volumes and lower utility costs. In addition,
during the first six months of 2020, CPChem recorded lower-of-cost-or-market
write-downs of inventories valued on the last-in, first-out (LIFO) basis and an
asset write-off by an international joint venture. Our portion of the inventory
write-downs and asset write-off reduced our equity earnings from CPChem in the
second quarter and six-month period of 2020 by $47 million and $71 million,
respectively.

See the "Executive Overview and Business Environment" section for information on market factors impacting this quarter's results.


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Refining
                                                        Three Months Ended                                     Six Months Ended
                                                             June 30                                               June 30
                                                              2020               2019                 2020            2019

                                                                         Millions of Dollars
Income (Loss) Before Income Taxes
Atlantic Basin/Europe                                   $     (227)               258                 (864)            251
Gulf Coast                                                    (365)               222               (1,208)            104
Central Corridor                                              (104)               520                 (331)            597
West Coast                                                    (182)               (17)                (736)           (167)
Worldwide                                               $     (878)               983               (3,139)            785



                                                     Dollars Per Barrel
Income (Loss) Before Income Taxes
Atlantic Basin/Europe               $       (5.80)                 5.04         (10.74)     2.70
Gulf Coast                                  (5.98)                 2.88          (9.66)     0.73
Central Corridor                            (5.01)                19.81          (7.50)    11.91
West Coast                                  (7.07)                (0.52)        (13.73)    (2.63)
Worldwide                                   (5.99)                 5.25         (10.35)     2.25

Realized Refining Margins*
Atlantic Basin/Europe               $        1.53                 10.85           1.97      9.47
Gulf Coast                                   0.36                  8.20           3.64      6.93
Central Corridor                             5.78                 17.84          10.03     14.33
West Coast                                   5.05                  9.94           4.92      8.16
Worldwide                                    2.60                 11.37           4.96      9.46

* See the "Non-GAAP Reconciliations" section for a reconciliation of this non-GAAP measure to the most directly comparable measure under generally accepted accounting principles in the United States (GAAP), income (loss) before income taxes per barrel.


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                                                                     Thousands of Barrels Daily
                                                        Three Months Ended                                     Six Months Ended
                                                              June 30                                               June 30
Operating Statistics                                             2020             2019                2020             2019
Refining operations*
Atlantic Basin/Europe
Crude oil capacity                                                537              537                 537              537
Crude oil processed                                               402              519                 420              473
Capacity utilization (percent)                                     75  %            97                  78               88
Refinery production                                               433              570                 445              519
Gulf Coast
Crude oil capacity                                                769              764                 769              764
Crude oil processed                                               609              757                 627              706
Capacity utilization (percent)                                     79  %            99                  81               92
Refinery production                                               675              850                 689              787
Central Corridor
Crude oil capacity                                                530              515                 530              515
Crude oil processed                                               386              521                 428              483
Capacity utilization (percent)                                     73  %           101                  81               94
Refinery production                                               396              541                 442              504
West Coast
Crude oil capacity                                                364              364                 364              364
Crude oil processed                                               263              317                 271              312
Capacity utilization (percent)                                     72  %            87                  75               86
Refinery production                                               280              357                 293              349
Worldwide
Crude oil capacity                                              2,200            2,180               2,200            2,180
Crude oil processed                                             1,660            2,114               1,746            1,974
Capacity utilization (percent)                                     75  %            97                  79               91
Refinery production                                             1,784            2,318               1,869            2,159

* Includes our share of equity affiliates.

The Refining segment refines crude oil and other feedstocks into petroleum products, such as gasoline, distillates and aviation fuels, at 13 refineries in the United States and Europe.



The before-tax income (loss) from our Refining segment decreased $1,861 million
in the second quarter of 2020 and $3,924 million in the six-month period of
2020. The decreased results in both periods were primarily due to significantly
lower realized refining margins and decreased refinery production across all
regions. A sharp decline in demand for refined petroleum products resulting from
global economic disruption caused by the COVID-19 pandemic led to lower market
crack spreads and reduced refinery production in the current periods. In
addition, the decreased results in the six-month period included a goodwill
impairment of $1,845 million recognized in the first quarter of 2020.


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Our stock price declined significantly in the first quarter of 2020 due to the
volatility in global commodity and equity markets related to the COVID-19
pandemic and other factors. We assessed our goodwill for impairment due to the
decline in our market capitalization and concluded that the carrying value of
our Refining reporting unit at March 31, 2020, was greater than its fair value
by an amount in excess of its goodwill balance. Accordingly, we recorded a
goodwill impairment charge of $1,845 million in our Refining segment during the
first quarter of 2020. This charge is included in the "Impairments" line item on
our consolidated statement of operations for the six months ended June 30, 2020.
See Note 13-Fair Value Measurements for additional information on the techniques
used to determine the fair value of our Refining reporting unit.

See the "Executive Overview and Business Environment" section for information on market factors impacting this quarter's results.



Our worldwide refining crude oil capacity utilization rate was 75% and 79% in
the second quarter and six-month period of 2020, respectively, compared with 97%
and 91% in the second quarter and six-month period of 2019, respectively. These
decreases were primarily due to reduced refining runs in the first half of 2020
driven by lower demand for refined petroleum products.








































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Marketing and Specialties

                                    Three Months Ended                             Six Months Ended
                                          June 30                                       June 30
                                             2020           2019         2020               2019

                                               Millions of Dollars
Income Before Income Taxes
Marketing and Other               $           255            294          726                432
Specialties                                    31             59           73                126
Total Marketing and Specialties   $           286            353          799                558



                                                     Dollars Per Barrel
  Income Before Income Taxes
  U.S.                               $       1.24                   1.09         1.53      0.86
  International                              3.48                   4.81         5.25      3.55

Realized Marketing Fuel Margins*


  U.S.                               $       1.75                   1.53         1.92      1.31
  International                              5.07                   6.03         7.04      4.94

* See the "Non-GAAP Reconciliations" section for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure, income before income taxes per barrel.



                                                                   Dollars Per Gallon
U.S. Average Wholesale Prices*
Gasoline                                          $       1.26              2.32                1.53          2.10
Distillates                                               1.17              2.20                1.47          2.12
* On third-party branded petroleum product sales,
excluding excise taxes.



                                                                        Thousands of Barrels Daily

Marketing Petroleum Products Sales Volumes
Gasoline                                                                     941            1,240               1,003         1,197
Distillates                                                                  847            1,085                 942         1,013
Other                                                                         15               19                  18            18
Total                                                                      1,803            2,344               1,963         2,228




The M&S segment purchases for resale and markets refined petroleum products,
such as gasoline, distillates and aviation fuels, mainly in the United States
and Europe. In addition, this segment includes the manufacturing and marketing
of specialty products, such as base oils and lubricants.

Before-tax income from the M&S segment decreased $67 million in the second
quarter of 2020 and increased $241 million in the six-month period of 2020. The
decrease in the second quarter of 2020 was primarily due to lower sales volumes
driven by decreased demand for refined petroleum and specialty products,
partially offset by lower selling, general and administrative expenses. The
increase in the six-month period of 2020 was primarily attributable to higher
realized marketing margins and lower selling, general and administrative
expenses, partially offset by lower sales volumes for refined petroleum and
specialty products driven by decreased demand.

See the "Executive Overview and Business Environment" section for information on marketing fuel margins and other market factors impacting this quarter's results.


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Corporate and Other

                                            Millions of Dollars
                                 Three Months Ended                             Six Months Ended
                                       June 30                                       June 30
                                          2020           2019         2020               2019
Loss Before Income Taxes
Net interest expense           $          (114)          (105)        (217)              (213)
Corporate overhead and other              (105)          (100)        (199)              (202)

Total Corporate and Other      $          (219)          (205)        (416)              (415)




Net interest expense consists of interest and financing expense, net of interest
income and capitalized interest. Corporate overhead and other includes general
and administrative expenses, technology costs, environmental costs associated
with sites no longer in operation, foreign currency transaction gains and
losses, and other costs not directly associated with an operating segment. Net
interest expense increased $9 million and $4 million in the second quarter and
six-month period of 2020, respectively, primarily due to higher average debt
principal balances, reflecting new debt issuances in the first half of 2020,
partially offset by higher capitalized interest related to capital projects
under development in our Midstream segment. See Note 9-Debt, in the Notes to
Consolidated Financial Statements, for additional information on the new debt
issuances.
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CAPITAL RESOURCES AND LIQUIDITY

Financial Indicators

                                                           Millions of Dollars,
                                                            Except as Indicated
                                                                 June 30      December 31
                                                                    2020             2019

  Cash and cash equivalents                       $           1,890              1,614
  Short-term debt                                             1,783                547
  Total debt                                                 14,446             11,763
  Total equity                                               23,295             27,169
  Percent of total debt to capital*                              38    %            30
  Percent of floating-rate debt to total debt                    12    %             9
  * Capital includes total debt and total equity.




To meet our short- and long-term liquidity requirements, we seek a variety of
funding sources but rely primarily on cash generated from operating activities
and debt financing. Additionally, Phillips 66 Partners has the ability to fund
its growth activities through debt and equity financings. During the first six
months of 2020, we generated $981 million of cash from operations, received
approximately $2.0 billion in proceeds from two public offerings of senior
unsecured notes, and borrowed $1.0 billion under our new term loan facility. We
used available cash primarily for capital expenditures and investments of
$1.9 billion, repayment of $525 million of maturing debt, and dividend payments
on our common stock of $789 million. During the first quarter of 2020, we spent
$443 million on common stock repurchases, before suspending our share repurchase
program in March 2020. During the first six months of 2020, cash and cash
equivalents increased $276 million to $1.9 billion.

We believe current cash and cash equivalents and cash generated by operations,
together with access to external sources of funds as described below under
"Significant Sources of Capital," will be sufficient to meet our funding
requirements in the near and long term, including our capital spending, dividend
payments, defined benefit plan contributions, and debt repayments.

Significant Sources of Capital



Operating Activities
During the first six months of 2020, cash generated by operating activities was
$981 million, compared with $1,452 million for the first six months of 2019. The
decrease in the first six months of 2020, compared with the same period in 2019,
was primarily due to decreased refinery production and lower refining margins in
the first half of 2020 driven by significant global economic disruption caused
by the COVID-19 pandemic, as well as reduced cash distributions from our equity
affiliates, partially offset by higher realized marketing margins and favorable
working capital impacts.

Our short- and long-term operating cash flows are highly dependent upon
refining, marketing and chemical margins, as well as NGL prices. Prices and
margins in our industry are typically volatile, and are driven by market
conditions over which we have little or no control. Absent other mitigating
factors, as these prices and margins fluctuate, we would expect a corresponding
change in our operating cash flows. The recent decline in demand for refined
petroleum products has led to a decrease in refining margins. If the global
economic disruption associated with the COVID-19 pandemic sustains, we expect
refining, marketing and chemical margins, along with transportation volumes, to
remain challenged in the near term, all of which could have an unfavorable
impact on our future operating cash flows.


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The level and quality of output from our refineries also impact our cash flows.
Factors such as operating efficiency, maintenance turnarounds, market
conditions, feedstock availability, and weather conditions can affect output. We
actively manage the operations of our refineries, and variability in their
operations typically has not been as significant to cash flows as that caused by
margins and prices. However, the recent decline in demand for refined petroleum
products has led to a reduction of our refinery production; and if the global
economic disruption associated with the COVID-19 pandemic sustains, we expect
the reduced refinery production to continue in the near term, which could have
an unfavorable impact on our future operating cash flows.

Equity Affiliate Operating Distributions
Our operating cash flows are also impacted by distribution decisions made by our
equity affiliates. During the first six months of 2020, cash from operations
included distributions of $820 million from our equity affiliates, compared with
$1,120 million during the same period of 2019. We cannot control the amount of
future dividends from equity affiliates; therefore, future dividend payments by
these equity affiliates are not assured. If the global economic disruption
associated with the COVID-19 pandemic sustains, we expect lower distributions
from our equity affiliates.

Phillips 66 Partners LP



Unit Issuances
During the first six months of 2020, on a settlement-date basis, Phillips 66
Partners generated net proceeds of $2 million from common units issued under its
active continuous offering of common units, or at-the-market (ATM) program.

Transfer of Equity Interest
Gray Oak Pipeline, LLC was formed to develop and construct the Gray Oak
Pipeline, which transports crude oil from the Permian and Eagle Ford to Texas
Gulf Coast destinations that include Corpus Christi and the Sweeny area,
including the Phillips 66 Sweeny Refinery, as well as access to the Houston
market. Phillips 66 Partners has a consolidated holding company that owns 65% of
Gray Oak Pipeline, LLC. In December 2018, a third party exercised its option to
acquire a 35% interest in the holding company. Because the holding company's
sole asset was its ownership interest in Gray Oak Pipeline, LLC, which was
considered a financial asset, and because certain restrictions were placed on
the third party's ability to transfer or sell its interest in the holding
company during the construction of the Gray Oak Pipeline, the legal sale of the
35% interest did not qualify as a sale under GAAP at that time. The Gray Oak
Pipeline commenced full operations in the second quarter of 2020, and the
restrictions placed on the co-venturer were lifted on June 30, 2020, resulting
in the recognition of the sale under GAAP. Accordingly, at June 30, 2020, the
co-venturer's 35% interest in the holding company was recharacterized from a
long-term obligation to a noncontrolling interest on our consolidated balance
sheet. In addition, the premium of $84 million previously paid by the
co-venturer in 2019 was recharacterized from a long-term obligation to a gain in
our consolidated statement of operations for the three and six months ended June
30, 2020. For the six months ended June 30, 2020, the co-venturer contributed an
aggregate of $61 million to the holding company to fund its portion of Gray Oak
Pipeline, LLC's cash calls. Excluding the co-venturer's 35% interest in the
consolidated holding company, Phillips 66 Partners has an effective ownership
interest of 42.25% in Gray Oak Pipeline, LLC. See Note 5-Investments, Loans and
Long-Term Receivables, in the Notes to Consolidated Financial Statements, for
further discussion regarding Phillips 66 Partners' investment in Gray Oak
Pipeline, LLC.

Credit Facilities and Commercial Paper
At June 30, 2020, borrowings of $215 million were outstanding and $3 million in
letters of credit had been drawn under Phillips 66 Partners' $750 million
revolving credit facility. At June 30, 2020, no amount had been drawn under
Phillips 66's $5 billion revolving credit facility or uncommitted $5 billion
commercial paper program.
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Other Debt Issuances and Financings
On June 10, 2020, Phillips 66 closed its public offering of $1 billion aggregate
principal amount of senior unsecured notes consisting of:

•$150 million aggregate principal amount of 3.850% Senior Notes due 2025. •$850 million aggregate principal amount of 2.150% Senior Notes due 2030.

On April 9, 2020, Phillips 66 closed its public offering of $1 billion aggregate principal amount of senior unsecured notes consisting of:

•$500 million aggregate principal amount of 3.700% Senior Notes due 2023. •$500 million aggregate principal amount of 3.850% Senior Notes due 2025.



Interest on the Senior Notes due 2023 is payable semiannually on April 6 and
October 6 of each year, commencing on October 6, 2020. The Senior Notes due 2025
issued on June 10, 2020, constitute a further issuance of the Senior Notes due
2025 originally issued on April 9, 2020. The $650 million in aggregate principal
amount of Senior Notes due 2025 is treated as a single class of debt securities.
Interest on the Senior Notes due 2025 is payable semiannually on April 9 and
October 9 of each year, commencing on October 9, 2020. Interest on the Senior
Notes due 2030 is payable semiannually on June 15 and December 15 of each year,
commencing on December 15, 2020.

Proceeds received from the public offerings of senior unsecured notes on June
10, 2020, and April 9, 2020, were $1,008 million exclusive of accrued interest
received, and $993 million, respectively, net of underwriters' discounts or
premiums and commissions, as well as debt issuance costs. These proceeds are
being used for general corporate purposes.

On March 19, 2020, Phillips 66 entered into a $1 billion 364-day delayed draw
term loan agreement (the Facility) and borrowed $1 billion under the Facility
shortly thereafter. On April 6, 2020, Phillips 66 increased the size of the
Facility to $2 billion, with $1 billion of capacity remaining undrawn at
June 30, 2020. In June 2020, the Facility was amended to extend the commitment
period to September 19, 2020. Borrowings under the Facility bear interest at a
floating rate based on either the Eurodollar rate or the reference rate, plus a
margin determined by the credit rating of Phillips 66's senior unsecured
long-term debt. Phillips 66 is using the proceeds from the debt issuance for
general corporate purposes.



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Off-Balance Sheet Arrangements

Lease Residual Value Guarantees
Under the operating lease agreement on our headquarters facility in Houston,
Texas, we have a residual value guarantee with a maximum future exposure of $554
million at June 30, 2020. The operating lease term ends in June 2021 and
provides us the option, at the end of the lease term, to request to renew the
lease, purchase the facility or assist the lessor in marketing it for resale. We
also have residual value guarantees associated with railcar and airplane leases
with maximum potential future payments totaling $351 million at June 30, 2020,
which have remaining terms of up to four years.

Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC
(ETCO)
In March 2019, a wholly owned subsidiary of Dakota Access closed an offering of
$2.5 billion aggregate principal amount of unsecured senior notes, consisting
of:

•$650 million aggregate principal amount of 3.625% Senior Notes due 2022. •$1.0 billion aggregate principal amount of 3.900% Senior Notes due 2024. •$850 million aggregate principal amount of 4.625% Senior Notes due 2029.



Dakota Access and ETCO have guaranteed repayment of the notes. In addition,
Phillips 66 Partners and its co-venturers in Dakota Access provided a Contingent
Equity Contribution Undertaking (CECU) in conjunction with the notes offering.
Under the CECU, the co-venturers may be severally required to make proportionate
equity contributions to Dakota Access if there is an unfavorable final judgment
in the ongoing litigation related to an easement granted by the U.S. Army Corps
of Engineers (USACE) to allow the pipeline to be constructed under Lake Oahe in
North Dakota. Contributions may be required if Dakota Access determines that the
issues included in any such final judgment cannot be remediated and Dakota
Access has or is projected to have insufficient funds to satisfy repayment of
the notes. If Dakota Access undertakes remediation to cure issues raised in a
final judgment, contributions may be required if any series of the notes become
due, whether by acceleration or at maturity, during such time, to the extent
Dakota Access has or is projected to have insufficient funds to pay such
amounts. At June 30, 2020, Phillips 66 Partners' share of the maximum potential
equity contributions under the CECU was approximately $631 million.

In March 2020, the court presiding over this litigation ordered the USACE to
prepare an Environmental Impact Statement (EIS), and requested additional
information to enable a decision on whether the Dakota Access Pipeline should be
shut down while the EIS is being prepared. On July 6, 2020, the court ordered
the Dakota Access Pipeline to be shut down and emptied of crude oil by August 5,
2020, and that the pipeline should remain shut down pending the preparation of
the EIS by the USACE, which the USACE has indicated is expected to take
approximately 13 months. Dakota Access filed an appeal and a request for a stay
of the order. On July 14, 2020, an appeals court granted a temporary stay of the
lower court's order directing the pipeline to be shut down and emptied of crude
oil. The appeals court has not yet ruled on the motion for a stay during the
appeals process. In addition to the potential obligations under the CECU, if the
pipeline is required to cease operations pending the preparation of the EIS, and
should Dakota Access and ETCO not have sufficient funds to pay ongoing expenses,
Phillips 66 Partners also could be asked to support its share of the ongoing
expenses, including scheduled interest payments on the notes of approximately
$25 million annually.

Gray Oak Pipeline, LLC
Gray Oak Pipeline, LLC has a third-party term loan facility with a borrowing
capacity of $1,379 million, inclusive of accrued interest. Borrowings under the
facility are due on June 3, 2022.  Phillips 66 Partners and its co-venturers
provided a guarantee through an equity contribution agreement requiring
proportionate equity contributions to Gray Oak Pipeline, LLC up to the total
outstanding loan amount, plus any additional accrued interest and associated
fees, if Gray Oak Pipeline, LLC defaults on certain of its obligations
thereunder.  At June 30, 2020, the term loan facility was fully utilized by Gray
Oak Pipeline, LLC, and Phillips 66 Partners' 42.25% proportionate exposure under
the equity contribution agreement was $583 million.


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Other Guarantees
At June 30, 2020, we had other guarantees outstanding for our portion of certain
joint venture debt obligations and purchase obligations, which have remaining
terms of up to eight years. The maximum potential amount of future payments to
third parties under these guarantees was approximately $155 million. Payment
would be required if a joint venture defaults on its obligations.

See Note 10-Guarantees, in the Notes to Consolidated Financial Statements, for additional information on our guarantees.

Capital Requirements



Capital Expenditures and Investments
For information about our capital expenditures and investments, see the "Capital
Spending" section below.

Debt Financing
Our total debt balance at June 30, 2020, and December 31, 2019, was $14.4
billion and $11.8 billion, respectively. Our total debt-to-capital ratio was 38%
and 30% at June 30, 2020, and December 31, 2019, respectively.

In April 2020, Phillips 66 repaid the $300 million outstanding principal balance
of its floating-rate notes due April 2020 and the $200 million outstanding
principal balance of its term loan facility due April 2020. Also in April 2020,
Phillips 66 Partners repaid the $25 million outstanding principal balance of its
tax-exempt bonds due April 2020.

Dividends


On May 6, 2020, our Board of Directors declared a quarterly cash dividend of
$0.90 per common share. The dividend was paid on June 1, 2020, to shareholders
of record at the close of business on May 18, 2020. On July 8, 2020, our Board
of Directors declared a quarterly cash dividend of $0.90 per common share. This
dividend is payable on September 1, 2020, to shareholders of record at the close
of business on August 18, 2020.

Share Repurchases
Since July 2012, our Board of Directors has, at various times, authorized
repurchases of our outstanding common stock under our share repurchase programs,
which aggregate to a total of $15 billion. The authorizations do not have
expiration dates. The share repurchases are expected to be funded primarily
through available cash. The shares under these authorizations are repurchased
from time to time in the open market at our discretion, subject to market
conditions and other factors, and in accordance with applicable regulatory
requirements. Since the inception of our share repurchase programs in 2012
through March 17, 2020, we have repurchased 159 million shares at an aggregate
cost of $12.5 billion. Shares of stock repurchased are held as treasury shares.
We suspended share repurchases in mid-March 2020 to preserve liquidity in
response to the economic effects of the COVID-19 pandemic and other factors.
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Capital Spending

Our capital expenditures and investments represent consolidated capital
spending. Our adjusted capital spending is a non-GAAP financial measure that
demonstrates our net share of capital spending, and reflects an adjustment for
the portion of our consolidated capital spending funded by certain joint venture
partners.

                                                                                  Millions of Dollars
                                                                                   Six Months Ended
                                                                                        June 30
                                                                                  2020                    2019
Capital Expenditures and Investments
Midstream                                                             $          1,238                   1,200
Chemicals                                                                            -                       -
Refining                                                                           409                     391
Marketing and Specialties                                                          111                      42
Corporate and Other                                                                104                      95
Total Capital Expenditures and Investments                                       1,862                   1,728
Less: capital spending funded by certain joint venture partners*                    61                     422
Adjusted Capital Spending                                             $          1,801                   1,306

Selected Equity Affiliates**
DCP Midstream                                                         $             90                     278
CPChem                                                                             139                     175
WRB                                                                                 71                      81
                                                                      $            300                     534


* Included in the Midstream segment.
** Our share of joint ventures' self-funded capital spending.


Midstream

During the first six months of 2020, capital spending in our Midstream segment included:



•Continued development of additional Gulf Coast fractionation capacity.
•Cash contributions to our and Phillips 66 Partners' joint ventures to develop
and construct the Liberty and Red Oak pipeline systems.
•Cash contributions to Phillips 66 Partners' Gray Oak Pipeline and South Texas
Gateway Terminal for their development activities.
•Capacity expansion on Phillips 66 Partners' Sweeny to Pasadena refined
petroleum product pipeline.
•Construction activities on Phillips 66 Partners' new ethane pipeline from
Clemens Caverns to petrochemical facilities in Gregory, Texas (C2G Pipeline).
•Construction activities to increase storage capacity at our crude oil and
refined petroleum product terminal located near Beaumont, Texas.
•Other reliability, return and maintenance projects.

On March 2, 2020, Phillips 66 Partners closed a transaction to acquire our 50%
interest in Liberty Pipeline LLC for $75 million. The development and
construction of our Red Oak Pipeline system and Sweeny Frac 4, as well as
Phillips 66 Partners' Liberty Pipeline system projects have been deferred as a
result of the current challenging business environment.


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During the first six months of 2020, DCP Midstream's self-funded capital
expenditures and investments were $179 million on a 100% basis. Capital spending
during this period was primarily for expansion projects, including the
construction of the Latham II offload facilities and the Cheyenne Connector, and
investments in the Sand Hills and Southern Hills joint ventures, as well as
maintenance capital expenditures for existing assets. In April 2020, DCP
Midstream announced capital and cost reduction plans, including a 75% growth
capital reduction. We expect that DCP Midstream's capital program will continue
to be self-funded for the remainder of 2020.

Chemicals


During the first six months of 2020, CPChem had a self-funded capital program.
During this period, on a 100% basis, CPChem's capital expenditures and
investments were $277 million. The capital spending was primarily for the
continued development of its second U.S. Gulf Coast petrochemical project and
debottlenecking projects on existing assets. We expect CPChem to continue
self-funding its capital program for the remainder of 2020.

Refining


Capital spending for the Refining segment during the first six months of 2020
was primarily for refinery upgrade projects to enhance the yield of high value
products, renewable diesel projects, improvements to the operating integrity of
key processing units, and safety-related projects. Our equity affiliates in the
Refining segment had self-funded capital programs during the first six months of
2020, and we expect them to continue self-funding their capital programs for the
remainder of 2020.

Major construction activities included:



•Installation and startup of facilities to improve product value at the Sweeny
Refinery.
•Installation of facilities to improve product value at the Ponca City and
Bayway refineries.
•Installation of facilities to produce biofuels at the Humber Refinery.

Marketing and Specialties
Capital spending for the M&S segment during the first six months of 2020 was
primarily for an additional investment in the U.S. West Coast retail marketing
joint venture, and the acquisition, development and enhancement of retail sites
in Europe.

Corporate and Other
Capital spending for Corporate and Other during the first six months of 2020 was
primarily for information technology.



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Contingencies

A number of lawsuits involving a variety of claims that arose in the ordinary
course of business have been filed against us or are subject to indemnifications
provided by us. We also may be required to remove or mitigate the effects on the
environment of the placement, storage, disposal, or release of certain chemical,
mineral and petroleum substances at various active and inactive sites. We
regularly assess the need for financial recognition or disclosure of these
contingencies. In the case of all known contingencies (other than those related
to income taxes), we accrue a liability when the loss is probable and the amount
is reasonably estimable. If a range of amounts can be reasonably estimated and
no amount within the range is a better estimate than any other amount, then the
minimum of the range is accrued. We do not reduce these liabilities for
potential insurance or third-party recoveries. If applicable, we accrue
receivables for probable insurance or other third-party recoveries. In the case
of income tax-related contingencies, we use a cumulative probability-weighted
loss accrual in cases where sustaining a tax position is less than certain.

Based on currently available information, we believe it is remote that future
costs related to known contingent liability exposures will exceed current
accruals by an amount that would have a material adverse impact on our
consolidated financial statements. As we learn new facts concerning
contingencies, we reassess our position both with respect to accrued liabilities
and other potential exposures. Estimates particularly sensitive to future
changes include contingent liabilities recorded for environmental remediation,
tax and legal matters. Estimated future environmental remediation costs are
subject to change due to such factors as the uncertain magnitude of cleanup
costs, the unknown time and extent of such remedial actions that may be
required, and the determination of our liability in proportion to that of other
potentially responsible parties. Estimated future costs related to tax and legal
matters are subject to change as events evolve and as additional information
becomes available during the administrative and litigation processes.

Legal and Tax Matters
Our legal and tax matters are handled by our legal and tax organizations. These
organizations apply their knowledge, experience and professional judgment to the
specific characteristics of our cases and uncertain tax positions. We employ a
litigation management process to manage and monitor the legal proceedings. Our
process facilitates the early evaluation and quantification of potential
exposures in individual cases and enables the tracking of those cases that have
been scheduled for trial and/or mediation. Based on professional judgment and
experience in using these litigation management tools and available information
about current developments in all our cases, our legal organization regularly
assesses the adequacy of current accruals and determines if adjustment of
existing accruals, or establishment of new accruals, is required. In the case of
income tax-related contingencies, we monitor tax legislation and court
decisions, the status of tax audits and the statute of limitations within which
a taxing authority can assert a liability.

Environmental


Like other companies in our industry, we are subject to numerous international,
federal, state and local environmental laws and regulations. For a discussion of
the most significant of these international and federal environmental laws and
regulations, see the "Environmental" section in Management's Discussion and
Analysis of Financial Condition and Results of Operations in our 2019 Annual
Report on Form 10-K.

We occasionally receive requests for information or notices of potential
liability from the U.S. Environmental Protection Agency (EPA) and state
environmental agencies alleging that we are a potentially responsible party
under the Federal Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA) or an equivalent state statute. On occasion, we also have
been made a party to cost recovery litigation by those agencies or by private
parties. These requests, notices and lawsuits assert potential liability for
remediation costs at various sites that typically are not owned by us, but
allegedly contain wastes attributable to our past operations. At December 31,
2019, we reported that we had been notified of potential liability under CERCLA
and comparable state laws at 27 sites within the United States. In the second
quarter of 2020, we were notified of two Superfund sites that were deemed
resolved and closed, accordingly, leaving 25 unresolved sites with potential
liability at June 30, 2020.

Notwithstanding any of the foregoing, and as with other companies engaged in
similar businesses, environmental costs and liabilities are inherent concerns in
certain of our operations and products, and there can be no assurance that those
costs and liabilities will not be material. However, we currently do not expect
any material adverse effect on our results of operations or financial position
as a result of compliance with current environmental laws and regulations.


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Climate Change
There has been a broad range of proposed or promulgated state, national and
international laws focusing on greenhouse gas (GHG) emissions reduction,
including various regulations proposed or issued by the EPA. These proposed or
promulgated laws apply or could apply in states and/or countries where we have
interests or may have interests in the future. Laws regulating GHG emissions
continue to evolve, and while it is not possible to accurately estimate either a
timetable for implementation or our future compliance costs relating to
implementation, such laws potentially could have a material impact on our
results of operations and financial condition as a result of increasing costs of
compliance, lengthening project implementation and agency reviews, or reducing
demand for certain hydrocarbon products. We continue to monitor legislative and
regulatory actions and legal proceedings globally relating to GHG emissions for
potential impacts on our operations.

For examples of legislation and regulation or precursors for possible regulation that do or could affect our operations, see the "Climate Change" section in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2019 Annual Report on Form 10-K.



We consider and take into account anticipated future GHG emissions in designing
and developing major facilities and projects, and implement energy efficiency
initiatives to reduce GHG emissions. Data on our GHG emissions, legal
requirements regulating such emissions, and the possible physical effects of
climate change on our coastal assets are incorporated into our planning,
investment, and risk management decision-making. We are working to continuously
improve operational and energy efficiency through resource and energy
conservation throughout our operations.

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NON-GAAP RECONCILIATIONS

Refining

Our realized refining margins measure the difference between (a) sales and other
operating revenues derived from the sale of petroleum products manufactured at
our refineries and (b) purchase costs of feedstocks, primarily crude oil, used
to produce the petroleum products. The realized refining margins are adjusted to
include our proportional share of our joint venture refineries' realized
margins, as well as to exclude those items that are not representative of the
underlying operating performance of a period, which we call "special items." The
realized refining margins are converted to a per-barrel basis by dividing them
by total refinery processed inputs (primarily crude oil) measured on a barrel
basis, including our share of inputs processed by our joint venture refineries.
Our realized refining margin per barrel is intended to be comparable with
industry refining margins, which are known as "crack spreads." As discussed in
"Business Environment," industry crack spreads measure the difference between
market prices for refined petroleum products and crude oil. We believe realized
refining margin per barrel calculated on a similar basis as industry crack
spreads provides a useful measure of how well we performed relative to benchmark
industry margins.

The GAAP performance measure most directly comparable to realized refining
margin per barrel is the Refining segment's "income (loss) before income taxes
per barrel." Realized refining margin per barrel excludes items that are
typically included in a manufacturer's gross margin, such as depreciation and
operating expenses, and other items used to determine income (loss) before
income taxes, such as general and administrative expenses. It also includes our
proportional share of joint venture refineries' realized refining margins and
excludes special items. Because realized refining margin per barrel is
calculated in this manner, and because realized refining margin per barrel may
be defined differently by other companies in our industry, it has limitations as
an analytical tool. Following are reconciliations of income (loss) before income
taxes to realized refining margins:
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Millions of Dollars, Except as Indicated


                                                           Atlantic
                                                             Basin/             Gulf          Central             West
Realized Refining Margins                                    Europe            Coast         Corridor            Coast         Worldwide

Three Months Ended June 30, 2020
Loss before income taxes                                 $  (227)            (365)            (104)            (182)             (878)

Plus:



Taxes other than income taxes                                 15               25               14               22                76
Depreciation, amortization and impairments                    49               75               33               63               220
Selling, general and administrative expenses                  12               10                7                9                38
Operating expenses                                           190              277              120              216               803
Equity in (earnings) losses of affiliates                      3               (1)              79                -                81
Other segment expense, net                                     3                -                3                1                 7

Proportional share of refining gross margins contributed by equity affiliates

                                          16                -               92                -               108

Special items:



Lower-of-cost-or-market inventory adjustments                  -                -              (35)               -               (35)

Realized refining margins                                $    61               21              209              129               420

Total processed inputs (thousands of barrels)             39,121           61,032           20,778           25,737           146,668

Adjusted total processed inputs (thousands of barrels)* 39,121 61,032

           36,067           25,737           161,957

Loss before income taxes per barrel (dollars per
barrel)**                                                $ (5.80)           (5.98)           (5.01)           (7.07)            (5.99)
Realized refining margins (dollars per barrel)***           1.53             0.36             5.78             5.05              2.60

Three Months Ended June 30, 2019
Income (loss) before income taxes                        $   258              222              520              (17)              983

Plus:



Taxes other than income taxes                                 11               16               10               21                58
Depreciation, amortization and impairments                    49               68               34               63               214
Selling, general and administrative expenses                  10                8                7                8                33
Operating expenses                                           201              322              134              249               906
Equity in (earnings) losses of affiliates                      3                2             (133)               -              (128)
Other segment (income) expense, net                            4               (5)               4                1                 4
Proportional share of refining gross margins contributed
by equity affiliates                                          19                -              298                -               317

Realized refining margins                                $   555              633              874              325             2,387

Total processed inputs (thousands of barrels)             51,172           77,186           26,244           32,697           187,299

Adjusted total processed inputs (thousands of barrels)* 51,172 77,186

           48,932           32,697           209,987

Income (loss) before income taxes per barrel (dollars per barrel)**

$  5.04             2.88            19.81            (0.52)             5.25
Realized refining margins (dollars per barrel)***          10.85             8.20            17.84             9.94             11.37

* Adjusted total processed inputs include our proportional share of processed inputs of an equity affiliate.

** Income (loss) before income taxes divided by total processed inputs. *** Realized refining margins per barrel, as presented, are calculated using the underlying realized refining margin amounts, in dollars, divided by adjusted total processed inputs, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.










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Millions of Dollars, Except as Indicated


                                                      Atlantic
                                                        Basin/
Realized Refining Margins                               Europe        Gulf Coast Central Corridor         West Coast         Worldwide

Six Months Ended June 30, 2020
Loss before income taxes                           $   (864)           (1,208)            (331)              (736)           (3,139)

Plus:



Taxes other than income taxes                            34                62               31                 53               180
Depreciation, amortization and impairments              541               816              502                427             2,286
Selling, general and administrative expenses             25                17               13                 19                74
Operating expenses                                      384               769              256                499             1,908
Equity in (earnings) losses of affiliates                 5                (2)             130                  -               133
Other segment expense, net                                1                 1                -                  2                 4
Proportional share of refining gross margins
contributed by equity affiliates                         32                 -              205                  -               237

Realized refining margins                          $    158               455              806                264             1,683

Total processed inputs (thousands of barrels) 80,456 125,098

           44,123             53,614           303,291
Adjusted total processed inputs (thousands of
barrels)*                                            80,456           125,098           80,358             53,614           339,526

Loss before income taxes per barrel (dollars per
barrel)**                                          $ (10.74)            (9.66)           (7.50)            (13.73)           (10.35)
Realized refining margins (dollars per barrel)***      1.97              3.64            10.03               4.92              4.96

* Adjusted total processed inputs include our proportional share of processed inputs of an equity affiliate.

** Loss before income taxes divided by total processed inputs. *** Realized refining margins per barrel, as presented, are calculated using the underlying realized refining margin amounts, in dollars, divided by adjusted total processed inputs, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.


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Millions of Dollars, Except as Indicated


                                                   Atlantic
                                                     Basin/              Gulf                              West
Realized Refining Margins                            Europe             Coast Central Corridor            Coast         Worldwide

Six Months Ended June 30, 2019
Income (loss) before income taxes               $    251               104              597             (167)              785

Plus:



Taxes other than income taxes                         26                39               23               45               133
Depreciation, amortization and impairments            99               135               67              125               426
Selling, general and administrative expenses          17                 6                8               13                44
Operating expenses                                   434               706              279              498             1,917
Equity in (earnings) losses of affiliates              6                 2             (217)               -              (209)
Other segment (income) expense, net                   10                (4)               2                3                11
Proportional share of refining gross margins
contributed by equity affiliates                      36                 -              565                -               601

Special items:



Pending claims and settlements                         -                 -              (21)               -               (21)

Realized refining margins                       $    879               988            1,303              517             3,687

Total processed inputs (thousands of barrels)     92,854           142,620           50,137           63,400           349,011
Adjusted total processed inputs (thousands of
barrels)*                                         92,854           142,620           90,828           63,400           389,702

Income (loss) before income taxes per barrel
(dollars per barrel)**                          $   2.70              0.73            11.91            (2.63)             2.25
Realized refining margins (dollars per
barrel)***                                          9.47              6.93            14.33             8.16              9.46

* Adjusted total processed inputs include our proportional share of processed inputs of an equity affiliate.

** Income (loss) before income taxes divided by total processed inputs. *** Realized refining margins per barrel, as presented, are calculated using the underlying realized refining margin amounts, in dollars, divided by adjusted total processed inputs, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.


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Marketing

Our realized marketing fuel margins measure the difference between (a) sales and
other operating revenues derived from the sale of fuels in our M&S segment and
(b) purchase costs of those fuels. The realized marketing fuel margins are
adjusted to exclude those items that are not representative of the underlying
operating performance of a period, which we call "special items." The realized
marketing fuel margins are converted to a per-barrel basis by dividing them by
sales volumes measured on a barrel basis. We believe realized marketing fuel
margin per barrel demonstrates the value uplift our marketing operations provide
by optimizing the placement and ultimate sale of our refineries' fuel
production.

Within the M&S segment, the GAAP performance measure most directly comparable to
realized marketing fuel margin per barrel is the marketing business' "income
before income taxes per barrel." Realized marketing fuel margin per barrel
excludes items that are typically included in gross margin, such as depreciation
and operating expenses, and other items used to determine income before income
taxes, such as general and administrative expenses. Because realized marketing
fuel margin per barrel excludes these items, and because realized marketing fuel
margin per barrel may be defined differently by other companies in our industry,
it has limitations as an analytical tool. Following are reconciliations of
income before income taxes to realized marketing fuel margins:

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Millions of Dollars, Except as Indicated


                                                           Three Months Ended                                      Three Months Ended
                                                              June 30, 2020                                          June 30, 2019
                                                           U.S.          International                     U.S.         International
Realized Marketing Fuel Margins
Income before income taxes                         $     179                     68                      203                   129
Plus:

Taxes other than income taxes                              2                      2                        3                     1
Depreciation and amortization                              3                     16                        3                    16
Selling, general and administrative expenses             151                     57                      183                    61
Equity in earnings of affiliates                         (11)                   (28)                      (3)                  (25)
Other operating revenues*                                (71)                    (4)                    (103)                   (9)
Other segment expense, net                                 -                      1                        -                     1

Marketing margins                                        253                    112                      286                   174
Less: margin for nonfuel related sales                     -                     13                        -                    12
Realized marketing fuel margins                    $     253                     99                      286                   162

Total fuel sales volumes (thousands of barrels)      144,517                 19,583                  186,488                26,837

Income before income taxes per barrel (dollars per barrel)

$    1.24                   3.48                     1.09                  4.81
Realized marketing fuel margins (dollars per
barrel)**                                               1.75                   5.07                     1.53                  6.03

* Includes other nonfuel revenues.

** Realized marketing fuel margins per barrel, as presented, are calculated using the underlying realized marketing fuel margin amounts, in dollars, divided by sales volumes, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.

Millions of Dollars, Except as Indicated


                                                            Six Months Ended                                        Six Months Ended
                                                              June 30, 2020                                          June 30, 2019
                                                           U.S.          International                     U.S.         International
Realized Marketing Fuel Margins
Income before income taxes                         $     478                    239                      301                   187
Plus:

Taxes other than income taxes                              4                      3                        5                     3
Depreciation and amortization                              6                     33                        5                    32
Selling, general and administrative expenses             278                    120                      338                   123
Equity in earnings of affiliates                         (11)                   (50)                      (4)                  (47)
Other operating revenues*                               (155)                    (2)                    (185)                  (15)
Other segment (income) expense, net                        -                      1                        -                    (1)

Marketing margins                                        600                    344                      460                   282
Less: margin for nonfuel related sales                     -                     23                        -                    22
Realized marketing fuel margins                    $     600                    321                      460                   260

Total fuel sales volumes (thousands of barrels)      311,695                 45,562                  350,546                52,633

Income before income taxes per barrel (dollars per barrel)

$    1.53                   5.25                     0.86                  3.55
Realized marketing fuel margins (dollars per
barrel)**                                               1.92                   7.04                     1.31                  4.94

* Includes other nonfuel revenues.

** Realized marketing fuel margins per barrel, as presented, are calculated using the underlying realized marketing fuel margin amounts, in dollars, divided by sales volumes, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.


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CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. You can normally identify our forward-looking statements
by the words "anticipate," "estimate," "believe," "budget," "continue," "could,"
"intend," "may," "plan," "potential," "predict," "seek," "should," "will,"
"would," "expect," "objective," "projection," "forecast," "goal," "guidance,"
"outlook," "effort," "target" and similar expressions, but the absence of such
words does not mean a statement is not forward-looking.
We based the forward-looking statements on our current expectations, estimates
and projections about us, our operations, our joint ventures and entities in
which we have equity interests, as well as the industries in which we and they
operate in general. We caution you these statements are not guarantees of future
performance as they involve assumptions that, while made in good faith, may
prove to be incorrect, and involve risks and uncertainties we cannot predict. In
addition, we based many of these forward-looking statements on assumptions about
future events that may prove to be inaccurate. Accordingly, our actual outcomes
and results may differ materially from what we have expressed or forecast in the
forward-looking statements. Any differences could result from a variety of
factors, including the following:
•General domestic and international economic and political developments
including: armed hostilities; expropriation of assets; changes in governmental
policies relating to NGL, crude oil, natural gas or refined petroleum products
pricing, regulation or taxation; actions taken by the members of the
Organization of the Petroleum Exporting Countries (OPEC) affecting the
production and pricing of crude oil; and other political, economic or diplomatic
developments, including those caused by public health issues, outbreaks of
diseases and pandemics, including the COVID-19 pandemic.
•Fluctuations in NGL, crude oil, refined petroleum product and natural gas
prices and refining, marketing and petrochemical margins.
•Failure of new products and services to achieve market acceptance.
•Unexpected changes in costs or technical requirements for constructing,
modifying or operating our facilities or transporting our products.
•Unexpected technological or commercial difficulties in manufacturing, refining
or transporting our products, including chemical products.
•Lack of, or disruptions in, adequate and reliable transportation for our NGL,
crude oil, natural gas and refined petroleum products.
•The level and success of drilling and quality of production volumes around our
Midstream assets.
•The inability to timely obtain or maintain permits, including those necessary
for capital projects.
•The inability to comply with government regulations or make capital
expenditures required to maintain compliance.
•Failure to complete definitive agreements and feasibility studies for, and to
complete construction of, announced and future capital projects on time and
within budget.
•Potential disruption or interruption of our operations due to accidents,
weather events, civil unrest, political events, terrorism or cyberattacks.
•International monetary conditions and exchange controls.
•Substantial investment or reduced demand for products as a result of existing
or future environmental rules and regulations.
•Liability resulting from litigation or for remedial actions, including removal
and reclamation obligations under environmental regulations.
•Changes in tax, environmental and other laws and regulations (including
alternative energy mandates) applicable to our business.
•Limited access to capital or significantly higher cost of capital related to
changes to our credit profile or illiquidity or uncertainty in the domestic or
international financial markets.
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•The operation, financing and distribution decisions of our joint ventures that
we do not control.
•Domestic and foreign supplies of crude oil and other feedstocks.
•Domestic and foreign supplies of petrochemicals and refined petroleum products,
such as gasoline, diesel, aviation fuel and home heating oil.
•Governmental policies relating to exports of crude oil and natural gas.
•Overcapacity or undercapacity in the midstream, chemicals and refining
industries.
•Fluctuations in consumer demand for refined petroleum products.
•The factors generally described in Item 1A.-Risk Factors in our 2019 Annual
Report on Form 10-K and in Item 1A.-Risk Factors of Part II in this Quarterly
Report on Form 10-Q.












































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