Item 1.01 Entry into a Material Definitive Agreement.

On March 19, 2020 (the "Effective Date"), Phillips 66 (the "Company"), as borrower, and Phillips 66 Company, a wholly-owned subsidiary of the Company, as guarantor (the "Guarantor"), entered into a 364-day delayed draw term loan agreement with Mizuho Bank, Ltd. ("Mizuho"), as initial lender party thereto, as administrative agent and as lead arranger (the "Credit Agreement"). The Credit Agreement provides commitments in an aggregate amount of $1 billion as of the Effective Date (the "Facility"), and on March 24, the Company borrowed $1 billion under the Facility. Mizuho has the right to reduce its initial funded amount of $1 billion by syndicating the loan to other lenders in accordance with the Credit Agreement. The Company has the option to increase the amount of the Facility by up to an additional $1 billion for a total of $2 billion, subject to, among other things, the reduction of Mizuho's initial funded amount and additional lenders providing additional commitments and loans. Borrowings under the Facility bear interest at the alternate base rate (as described in the Credit Agreement) or the eurodollar rate (as described in the Credit Agreement), as elected by the Company from time to time, plus the applicable margins specified in the Credit Agreement, which generally vary based on the credit rating of the Company's senior, unsecured, long-term debt. The Credit Agreement contains covenants that are usual and customary for an agreement of this type for comparable commercial borrowers, including a maximum consolidated net debt-to-capitalization ratio of 65%, and customary events of default.

The Company expects that certain of the lenders under the Credit Agreement will have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Company or its affiliates, and affiliates or certain of these lenders have served in the past as underwriters in public offerings of securities by the Company, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

A copy of the Credit Agreement is included in this Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary description of the Credit Agreement in this report does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference in this Item 2.03.




Item 8.01 Other Events.

On March 24, 2020, the Company issued a press release to provide a business update related to actions it is taking or has taken in response to the current business environment. These actions include reducing expected 2020 capital spending; reducing operating and administrative

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costs in 2020; temporarily suspending share repurchases; and entering into the Credit Agreement described in Item 1.01 above.

A copy of the press release is included in this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.     Description
       10.1   -   Credit Agreement, dated as of March 19, 2020, by and among
                Phillips 66, Phillips 66 Company, the lenders party thereto and
                Mizuho Bank, Ltd., as administrative agent and as sole lead
                arranger and sole bookrunner
       99.1   -   Press release dated March 24, 2020
        104   - Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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