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" or "loss" as used in Management's Discussion and Analysis
refer to net income (loss) attributable to Phillips 66. The terms "results,"
"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 September 30,
2021, we had total assets of $56 billion. Our common stock trades on the New
York Stock Exchange under the symbol PSX.

Executive Overview
The Coronavirus Disease 2019 (COVID-19) pandemic continues to disrupt economic
activities globally. Reduced demand for refined petroleum products resulted in
low refining margins and decreased volumes through refineries and logistics
infrastructure in 2020. Global refined product demand has been steadily
recovering through 2021 due to the easing of pandemic restrictions and the
administration of COVID-19 vaccines. Consequently, refining margins have
improved, as has volume throughput. The depth and duration of the economic
consequences of the COVID-19 pandemic remain uncertain and we continue to
monitor our asset and investment portfolio. The consequences of the sustained
disruption of economic activities by the pandemic may include additional asset
impairments and portfolio rationalization in the future.

In the third quarter of 2021, we reported earnings of $402 million and generated
cash from operating activities of $2.2 billion. We used available cash to fund
capital expenditures and investments of $552 million, including our strategic
investment in NOVONIX Limited (NOVONIX), repay the $500 million of outstanding
borrowings under our 364-day delayed draw term loan facility due November 2023,
and pay dividends on our common stock of $394 million. We ended the third
quarter of 2021 with $2.9 billion of cash and cash equivalents and approximately
$5.7 billion of total committed capacity available under our revolving credit
facilities.

In September 2021, we announced a set of company-wide greenhouse gas (GHG)
emissions reduction targets that are impactful, attainable and measurable. By
2030, we expect to reduce GHG emissions intensity by 30% for Scope 1 and 2
emissions from our operations and by 15% for Scope 3 emissions from our energy
products, below 2019 levels. Also in September 2021, we acquired a 16% interest
in NOVONIX, a Brisbane, Australia-based company that develops and supplies
materials for lithium-ion batteries. This investment reflects our commitment to
building a lower-carbon business platform.

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On October 26, 2021, we entered into a definitive merger agreement with Phillips
66 Partners to acquire all of the publicly held common units representing
limited partner interests in Phillips 66 Partners not already owned by us on the
closing date of the transaction. The agreement provides for an all-stock
transaction in which each outstanding Phillips 66 Partners common unitholder
would receive 0.50 shares of Phillips 66 common stock for each Phillips 66
Partners common unit. Phillips 66 Partners' perpetual convertible preferred
units will be converted into common units at a premium to the original issuance
price prior to exchange for Phillips 66 common stock. This merger is expected to
close in the first quarter of 2022, subject to customary closing conditions.
Upon closing, Phillips 66 Partners will become a wholly owned subsidiary of
Phillips 66 and will no longer be a publicly traded partnership. See Note
19-Phillips 66 Partners LP, in the Notes to Consolidated Financial Statements,
for additional information on the pending merger transaction.

Business Environment
The Midstream segment includes our Transportation and NGL businesses. Our
Transportation business contains fee-based operations that are not directly
exposed to commodity price risk. Our NGL business contains both fee-based
operations and operations that are directly impacted by NGL prices. The
Midstream segment also includes our 50% equity investment in DCP Midstream, LLC
(DCP Midstream). During the third quarter of 2021, NGL prices increased
significantly, compared with the third quarter of 2020, due to strong demand as
economic activities gradually recovered following the administration of COVID-19
vaccines and the easing of pandemic restrictions.

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 third quarter of 2021, the
benchmark high-density polyethylene chain margin increased significantly,
compared with the third quarter of 2020. This significant increase was due to
continued strong demand and tight supply.

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, increased to an average of $70.58
per barrel during the third quarter of 2021, compared with an average of $40.91
per barrel in the third quarter of 2020. 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 third quarter of 2021,
worldwide market crack spreads were significantly higher than the third quarter
of 2020. The increases in crude oil prices and market crack spreads were mainly
driven by a significant increase in demand for refined petroleum products, as
economic activities gradually recovered following the administration of COVID-19
vaccines and the easing of pandemic restrictions, as well as a tightening
supply. In addition, in the third quarter of 2021, renewable identification
number (RIN) costs increased significantly, compared with the third quarter of
2020.

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
global disruption caused by the COVID-19 pandemic resulted in reduced demand for
refined petroleum and specialty products since March 2020. Following the
administration of COVID-19 vaccines in 2021 and the easing of pandemic
restrictions, demand for refined petroleum and specialty products in the third
quarter of 2021 has improved, compared with the third quarter of 2020.
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RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three and nine months ended September 30, 2021, is based on a comparison with the corresponding periods of 2020.




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                            Nine Months Ended
                                                            September 30                           September 30
                                                                 2021              2020                        2021             2020

Midstream                                                 $       629               146                       1,017             (232)
Chemicals                                                         631               231                       1,408              442
Refining                                                       (1,126)           (1,903)                     (2,895)          (5,042)
Marketing and Specialties                                         545               415                       1,311            1,214
Corporate and Other                                              (231)             (239)                       (728)            (655)
Income (loss) before income taxes                                 448            (1,350)                        113           (4,273)
Income tax benefit                                                (40)             (624)                       (110)          (1,053)
Net income (loss)                                                 488              (726)                        223           (3,220)

Less: net income attributable to noncontrolling interests 86

          73                         179              216
Net income (loss) attributable to Phillips 66             $       402              (799)                         44           (3,436)




Our net income attributable to Phillips 66 in the third quarter of 2021 was $402
million, compared with a net loss attributable to Phillips 66 of $799 million in
third quarter of 2020. The improvement was primarily due to:
•Improved realized refining margins.
•Higher equity earnings from CPChem.
•An unrealized gain on our investment in NOVONIX in our Midstream segment.

These improvements were partially offset by a lower income tax benefit and higher impairments.



Our net income attributable to Phillips 66 for the nine months ended
September 30, 2021, was $44 million, compared with a net loss attributable to
Phillips 66 of $3,436 million for the nine months ended September 30, 2020. The
improvement was primarily driven by:
•Lower impairments.
•Improved realized refining margins.
•Increased equity earnings from CPChem.

These improvements were partially offset by a lower income tax benefit.



See the "Segment Results" section for additional information on our segment
performance, and Note 5-Investments, Loans and Long-Term Receivables, Note
7-Impairments, and Note 18-Income Taxes, in the Notes to Consolidated Financial
Statements, for additional information on our investment in NOVONIX, impairments
and income taxes, respectively.

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Statement of Operations Analysis

Sales and other operating revenues for the third quarter and nine-month period
of 2021 increased 90% and 65%, respectively, and purchased crude oil and
products increased 90% and 71%, respectively. These increases were mainly due to
higher prices for refined petroleum products, crude oil and NGL, as well as
increased volumes.

Equity in earnings of affiliates increased $633 million and $1,226 million in
the third quarter and nine-month period of 2021, respectively. The increase in
both periods was primarily due to higher equity earnings from CPChem mainly
driven by increased margins, WRB Refining LP (WRB) resulting from improved
realized refining margins and refinery production, and Excel Paralubes LLC
(Excel) attributable to higher base oil margins. See Chemicals segment analysis
in the "Segment Results" section for additional information on CPChem.

Net gain on dispositions decreased 87% in the nine-month period of 2021,
primarily due to a before-tax gain of $84 million recognized in the second
quarter of 2020 associated with a co-venturer's acquisition of an ownership
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 regarding the gain recognition.

Other income increased $218 million and $256 million in the third quarter and
nine-month period of 2021, respectively. The increase in both periods was
primarily due to an unrealized gain of $224 million related to the change in
fair value of our investment in NOVONIX, which we acquired in the third quarter
of 2021.

Operating expenses increased 15% and 10% in the third quarter and nine-month
period of 2021, respectively. The increase in the third quarter of 2021 was
primarily driven by higher utility, turnaround, maintenance and repair costs.
The increase in the nine-month period was mainly due to higher utility costs,
and increased maintenance and repair costs primarily driven by the winter storms
that occurred in the Central and Gulf Coast regions in February 2021.

Selling, general and administrative expenses increased 10% and 14% in the third
quarter and nine-month period of 2021, respectively. The increase in both
periods was primarily due to increased employee-related expenses, as well as
higher selling expenses due to rising refined petroleum product prices and
demand. The increase in the nine-month period also reflects a benefit received
from a legal settlement in the first quarter of 2020.

Impairments increased $158 million in the third quarter of 2021 and decreased
$2,650 million in the nine-month period of 2021. See Note 7-Impairments, in the
Notes to Consolidated Financial Statements, for additional information regarding
impairments.

Taxes other than income taxes decreased 20% in the third quarter of 2021, primarily driven by tax credits received from renewable diesel blending activity at our San Francisco Refinery in the third quarter of 2021.



Interest and debt expense increased 14% and 22% in the third quarter and
nine-month period of 2021, respectively. The increase in both periods was
primarily driven by lower capitalized interest due to the completion of capital
projects and the placement of assets into service, as well as higher average
debt principal balances.

Income tax benefit decreased 94% and 90% in the third quarter and nine-month
period of 2021, respectively. See Note 18-Income Taxes, in the Notes to
Consolidated Financial Statements, for discussion on the effective income tax
rates.

Net income attributable to noncontrolling interests increased 18% in the third
quarter of 2021 and decreased 17% in the nine-month period of 2021. The increase
in the third quarter of 2021 was primarily due to higher net income from
Phillips 66 Partners. The decrease in the nine-month period of 2021 was
primarily due to lower net income from Phillips 66 Partners resulting from the
before-tax impairment of $198 million associated with its investment in the
Liberty Pipeline project. See Note 7-Impairments, in the Notes to Consolidated
Financial Statements, for additional information regarding the impairment.

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Segment Results

Midstream

                                                          Three Months Ended                    Nine Months Ended
                                                             September 30                          September 30
                                                                  2021             2020                       2021            2020

                                                                               Millions of Dollars
Income (Loss) Before Income Taxes
Transportation                                            $        244               (3)                       475             411
NGL and Other                                                      354               99                        468             356
DCP Midstream                                                       31               50                         74            (999)
Total Midstream                                           $        629              146                      1,017            (232)



                                    Thousands of Barrels Daily
Transportation Volumes
Pipelines*                3,483               3,076               3,238    3,032
Terminals                 2,771               2,966               2,744    2,999
Operating Statistics
NGL fractionated**          420                 217                 395      195
NGL production***           398                 414                 387      395


* 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                                          $        0.91             0.44                0.77          0.38

* 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, our 50% equity investment in DCP
Midstream, which includes the operations of DCP Midstream, LP (DCP Partners),
its MLP, and our investment in NOVONIX.

Results from our Midstream segment increased $483 million and $1,249 million in the third quarter and nine-month period of 2021, respectively.



Results from our Transportation business increased $247 million and $64 million
in the third quarter and nine-month period of 2021, respectively. The increase
in the third quarter of 2021 reflects before-tax impairments of $204 million
recorded in the third quarter of 2020 for the pipeline and terminal assets
associated with the planned reconfiguration of our San Francisco Refinery into a
renewable fuels plant and the cancellation of the Red Oak Pipeline project.
Excluding these impairments, the increase in the third quarter of 2021 was
primarily due to higher earnings from equity affiliates driven by increased
volumes. The increase in the nine-month period of 2021 was primarily due to
increased earnings from equity affiliates, and higher pipeline volumes and
margins from our consolidated assets. Increased pipeline volumes were mainly
driven by higher refinery utilization. The increase in the nine-month period of
2021 was partially offset by a before-tax gain of $84 million recognized in the
second quarter of 2020 associated with a co-venturer's acquisition of an
ownership interest in the consolidated holding company that owns an interest in
Gray Oak Pipeline, LLC.

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Results from our NGL and Other business increased $255 million and $112 million
in the third quarter and nine-month period of 2021, respectively. The increase
in both periods was primarily due to an unrealized gain of $224 million related
to the change in fair value of our investment in NOVONIX, which we acquired in
the third quarter of 2021. The increase in the third quarter of 2021 also
reflects higher fractionation volumes from the startup of Fracs 2 and 3 at the
Sweeny Hub in late 2020. The increase in the nine-month period of 2021 was
partially offset by trading inventory impacts and higher operating expenses due
to the winter storms that occurred in the Gulf Coast region in February 2021.

Results from our investment in DCP Midstream decreased $19 million in the third
quarter of 2021, and increased $1,073 million in the nine-month period of 2021.
The decrease in the third quarter of 2021 was primarily due to unfavorable
impacts from DCP Midstream's commodity price risk management activities. The
increase in the nine-month period of 2021 reflects a $1,161 million before-tax
impairment of our investment in DCP Midstream recorded in the first quarter of
2020. Excluding the impairment, results from our investment in DCP Midstream
decreased $88 million in the nine-month period of 2021, mainly driven by
unfavorable impacts from DCP Midstream's commodity price risk management
activities.

See Note 7-Impairments, in the Notes to Consolidated Financial Statements, for additional information regarding impairments in our Midstream segment.

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                Nine Months Ended
                                   September 30                     September 30
                                            2021        2020                 2021        2020

                                                Millions of Dollars

Income Before Income Taxes   $               631         231                1,408         442



                                                                           Millions of Pounds
CPChem Externally Marketed Sales Volumes*
Olefins and Polyolefins                                     4,912                   5,069                14,260         15,559
Specialties, Aromatics and Styrenics                        1,216                   1,120                 3,431          3,322
                                                            6,128                   6,189                17,691         18,881

* 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) 102 % 94


    94     98




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, Aromatics and Styrenics (SA&S).

Results from the Chemicals segment increased $400 million and $966 million in
the third quarter and nine-month period of 2021, respectively. The increase in
both periods was primarily driven by improved margins, partially offset by
higher utility, turnaround, maintenance and repair costs. The increase in the
third quarter of 2021 was also partially offset by a favorable
lower-of-cost-or-market inventory adjustment recorded in the third quarter of
2020 attributable to petrochemical product price recovery.

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                            Nine Months Ended
                                                          September 30                          September 30
                                                              2021              2020                        2021             2020

                                                                             Millions of Dollars
Income (Loss) Before Income Taxes
Atlantic Basin/Europe                                   $       90              (199)                       (173)          (1,063)
Gulf Coast                                                  (1,333)             (405)                     (1,850)          (1,613)
Central Corridor                                               229              (132)                       (101)            (463)
West Coast                                                    (112)           (1,167)                       (771)          (1,903)
Worldwide                                               $   (1,126)           (1,903)                     (2,895)          (5,042)



                                                 Dollars Per Barrel
Income (Loss) Before Income Taxes
Atlantic Basin/Europe               $             1.88        (4.61)      (1.23)    (8.60)
Gulf Coast                                      (20.82)       (7.86)      (9.84)    (9.13)
Central Corridor                                  8.68        (5.35)      (1.45)    (6.73)
West Coast                                       (3.67)      (38.12)      (9.11)   (22.59)
Worldwide                                        (6.67)      (12.69)      (6.00)   (11.12)

Realized Refining Margins*
Atlantic Basin/Europe               $             9.27         1.65        6.28      1.86
Gulf Coast                                        5.75        (0.61)       3.72      2.40
Central Corridor                                 12.47         4.46        8.53      8.09
West Coast                                        7.46         2.23        4.83      3.94
Worldwide                                         8.57         1.78        5.68      3.91

* 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                      Nine Months Ended
                                                            September 30                            September 30
Operating Statistics                                                  2021          2020                       2021            2020
Refining operations*
Atlantic Basin/Europe
Crude oil capacity                                                  537              537                        537             537
Crude oil processed                                                 487              432                        479             424
Capacity utilization (percent)                                       91  %            81                         89              79
Refinery production                                                 523              473                        519             454
Gulf Coast
Crude oil capacity                                                  784              769                        784             769
Crude oil processed                                                 623              506                        621             586
Capacity utilization (percent)                                       80  %            66                         79              76
Refinery production                                                 700              563                        689             647
Central Corridor
Crude oil capacity                                                  531              530                        531             530
Crude oil processed                                                 493              455                        447             437
Capacity utilization (percent)                                       93  %            86                         84              82
Refinery production                                                 510              469                        461             451
West Coast
Crude oil capacity                                                  364              364                        364             364
Crude oil processed                                                 302              311                        286             285
Capacity utilization (percent)                                       83  %            85                         78              78
Refinery production                                                 329              334                        308             307
Worldwide
Crude oil capacity                                                2,216            2,200                      2,216           2,200
Crude oil processed                                               1,905            1,704                      1,833           1,732
Capacity utilization (percent)                                       86  %            77                         83              79
Refinery production                                               2,062            1,839                      1,977           1,859

* Includes our share of equity affiliates.







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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.

Results from our Refining segment increased $777 million and $2,147 million in
the third quarter and nine-month period of 2021, respectively. The increase in
the third quarter was primarily due to improved realized refining margins,
partially offset by higher impairments and increased utility, turnaround,
maintenance and repair costs. The increase in the nine-month period was
primarily due to improved realized refining margins and lower impairments,
partially offset by higher utility, maintenance and repair costs. The improved
realized refining margins in both periods were mainly attributable to increased
market crack spreads, partially offset by higher RIN costs, lower clean product
differentials, and decreased secondary products margins.

Our worldwide refining crude oil capacity utilization rate was 86% and 83% in
the third quarter and nine-month period of 2021, respectively, compared with 77%
and 79% in the third quarter and nine-month period of 2020, respectively. The
increase in both periods was primarily driven by improved market demand for
refined petroleum products following the administration of COVID-19 vaccines and
the easing of pandemic restrictions since the beginning of 2021. During the
third quarter of 2021, our Alliance Refinery sustained significant impacts from
Hurricane Ida and is expected to remain shut down through the fourth quarter of
2021.

See Note 7-Impairments, in the Notes to Consolidated Financial Statements, for additional information regarding impairments in our Refining segment.

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


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Marketing and Specialties

                                                       Three Months Ended                    Nine Months Ended
                                                          September 30                          September 30
                                                               2021             2020                       2021            2020

                                                                            Millions of Dollars
Income Before Income Taxes
Marketing and Other                                    $        452              365                      1,052           1,091
Specialties                                                      93               50                        259             123
Total Marketing and Specialties                        $        545              415                      1,311           1,214



                                                      Dollars Per Barrel
      Income Before Income Taxes
      U.S.                               $             1.93        1.74        1.84     1.60
      International                                    4.84        5.01        3.09     5.16

Realized Marketing Fuel Margins*


      U.S.                               $             2.29        2.23        2.30     2.03
      International                                    6.75        6.28        4.63     6.78

* 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                                          $     2.65             1.62                2.39          1.57
Distillates                                             2.48             1.41                2.25          1.45
* On third-party branded petroleum product sales,
excluding excise taxes.



                                                                 Thousands of Barrels Daily

Marketing Petroleum Products Sales Volumes
Gasoline                                            1,189                  1,080                     1,130        1,029
Distillates                                         1,074                    863                       947          915
Other                                                  17                     15                        18           17
Total                                               2,280                  1,958                     2,095        1,961




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 increased $130 million and $97 million in
the third quarter and nine-month period of 2021, respectively. The increase in
the third quarter of 2021 was primarily due to higher realized U.S. marketing
fuel margins and sales volumes, both driven by improved market demand for
refined petroleum products, and increased equity earnings from Excel
attributable to improved base oil margins. The increase in the nine-month period
of 2021 was primarily driven by higher realized U.S. marketing fuel margins and
increased equity earnings from Excel attributable to improved base oil margins.
The increase in the nine-month period was partially offset by lower realized
international marketing fuel margins resulting from rising spot prices, and
decreased margins from chartered marine vessels.

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                 Nine Months Ended
                                     September 30                      September 30
                                               2021        2020                 2021        2020
Loss Before Income Taxes
Net interest expense           $               (148)       (131)                (432)       (348)
Corporate overhead and other                    (83)       (108)                (296)       (307)

Total Corporate and Other      $               (231)       (239)                (728)       (655)




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 $17 million and $84 million in the third quarter
and nine-month period of 2021, respectively. The increase in both periods was
primarily driven by lower capitalized interest due to the completion of capital
projects and the placement of assets into service, as well as higher average
debt principal balances.

Corporate overhead and other decreased $25 million and $11 million in the third
quarter and nine-month period of 2021, respectively. The decrease in both
periods was primarily due to a property impairment charge of $25 million in the
third quarter of 2020. The decrease in the nine-month period was partially
offset by higher environmental costs.
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CAPITAL RESOURCES AND LIQUIDITY

Financial Indicators

                                                                                Millions of Dollars,
                                                                                Except as Indicated
                                                                             September 30               December 31
                                                                                     2021                      2020

Cash and cash equivalents                                        $                  2,897               2,514
Short-term debt                                                                     1,489                 987
Total debt                                                                         14,910              15,893
Total equity                                                                       20,597              21,523
Percent of total debt to capital*                                                     42%                  42
Percent of floating-rate debt to total debt                                            6%                  12

* Capital includes total debt and total equity.






To meet our short- and long-term liquidity requirements, we use a variety of
funding sources but rely primarily on cash generated from operating activities
and debt financing. During the first nine months of 2021, we generated $4.2
billion of cash from operations, including a U.S. federal income tax refund of
$1.1 billion. We used available cash primarily for capital expenditures and
investments of $1.3 billion, dividend payments on our common stock of $1.2
billion, net debt repayment of $1.0 billion, and an additional member loan to an
equity affiliate of $310 million. During the first nine months of 2021, cash and
cash equivalents increased $383 million to $2.9 billion.

Significant Sources of Capital



Operating Activities
During the first nine months of 2021, cash generated by operating activities was
$4.2 billion, compared with $1.5 billion for the first nine months of 2020. The
increase was primarily due to improved realized refining margins, a U.S. federal
income tax refund of $1.1 billion received in the second quarter of 2021, and
higher cash distributions from our equity affiliates.

Our short- and long-term operating cash flows are highly dependent upon refining
and marketing margins, NGL prices and chemicals margins. 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 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 any variability in their
operations typically has not been as significant to cash flows as that caused by
margins and prices.

Equity Affiliate Operating Distributions
Our operating cash flows are also impacted by distribution decisions made by our
equity affiliates. During the first nine months of 2021, cash from operations
included distributions of $2.0 billion from our equity affiliates, compared with
$1.1 billion during the same period of 2020. We cannot control the amount of
future dividends from equity affiliates; therefore, future dividend payments by
these equity affiliates are not assured.

Tax Refunds We received a U.S. federal income tax refund of $1.1 billion in the second quarter of 2021.


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Revolving Credit Facilities and Commercial Paper
At both September 30, 2021, and December 31, 2020, no amount had been drawn
under Phillips 66's $5 billion revolving credit facility or uncommitted
$5 billion commercial paper program. At September 30, 2021, no borrowings were
outstanding and $1 million in letters of credit had been drawn under Phillips 66
Partners' $750 million revolving credit facility, compared with outstanding
borrowings of $415 million and $1 million in letters of credit drawn under the
facility at December 31, 2020.

Term Loan Agreement
On April 6, 2021, Phillips 66 Partners entered into a $450 million term loan
agreement and borrowed the full amount. The term loan agreement has a maturity
date of April 5, 2022, and the outstanding borrowings can be repaid at any time
and from time to time, in whole or in part, without premium or penalty.
Borrowings bear interest at a floating rate based on either a Eurodollar rate or
a reference rate, plus a margin of 0.875%. Proceeds were primarily used to repay
amounts borrowed under Phillips 66 Partners' $750 million revolving credit
facility.

Off-Balance Sheet Arrangements



Lease Residual Value Guarantees
Under the operating lease agreement for our headquarters facility in Houston,
Texas, we have the option, at the end of the lease term in September 2025, to
request to renew the lease, purchase the facility or assist the lessor in
marketing it for resale. We have a residual value guarantee associated with the
operating lease agreement with a maximum potential future exposure of
$514 million at September 30, 2021. We also have residual value guarantees
associated with railcar and airplane leases with maximum potential future
exposures totaling $209 million. These leases have remaining terms of up to ten
years.

Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC
(ETCO)
In 2020, the trial court presiding over litigation regarding the Dakota Access
Pipeline ordered the U.S. Army Corps of Engineers (USACE) to prepare an
Environmental Impact Statement (EIS) relating to an easement under Lake Oahe in
North Dakota and later vacated the easement. Although the easement has been
vacated, the USACE has indicated that it will not take action to stop pipeline
operations while it proceeds with the EIS, which is expected to be completed in
the second half of 2022. In May 2021, the court denied a request for an
injunction to shut down the pipeline while the EIS is being prepared and in June
2021, dismissed the litigation. It is possible that the litigation could be
reopened or new litigation challenging the EIS, once completed, could be filed.
In September 2021, Dakota Access filed a writ of certiorari, requesting the U.S.
Supreme Court to review the lower court's judgment that ordered the EIS and
vacated the easement.

Dakota Access and ETCO have guaranteed repayment of $2.5 billion aggregate
principal amount of senior unsecured notes issued by a wholly owned subsidiary
of Dakota Access. 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
in certain circumstances relating to the litigation described above. At
September 30, 2021, Phillips 66 Partners' share of the maximum potential equity
contributions under the CECU was approximately $631 million.

If the pipeline is required to cease operations, and should Dakota Access and
ETCO not have sufficient funds to pay ongoing expenses, Phillips 66 Partners
also could be required to support its share of the ongoing expenses, including
scheduled interest payments on the notes of approximately $25 million annually,
in addition to the potential obligations under the CECU.

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


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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 September 30, 2021, and December 31, 2020, was $14.9
billion and $15.9 billion, respectively. Our total debt-to-capital ratio was 42%
at both September 30, 2021, and December 31, 2020.

In September 2021, Phillips 66 repaid the $500 million of outstanding borrowings
under its 364-day delayed draw term loan facility due November 2023, and
classified $1 billion of its debt due within a year to long-term debt based on
its intent and ability to refinance the obligation with long-term debt.

In April 2021, Phillips 66 Partners repaid $50 million of its tax-exempt bonds upon maturity.

In February 2021, Phillips 66 repaid $500 million outstanding principal balance of its floating-rate senior notes upon maturity.

In the fourth quarter of 2021, we expect to repay approximately $500 million of debt.



Joint Venture Loans
We and our co-venturer provided member loans to WRB. At September 30, 2021, our
50% share of the outstanding member loan balance, including accrued interest,
was $593 million. The need for additional loans to WRB in the remainder of 2021,
as well as WRB's repayment schedule, will depend on market conditions.

Pending Merger with Phillips 66 Partners
On October 26, 2021, we entered into a definitive merger agreement with Phillips
66 Partners to acquire all of the publicly held common units representing
limited partner interests in Phillips 66 Partners not already owned by us on the
closing date of the transaction. The agreement provides for an all-stock
transaction in which each outstanding Phillips 66 Partners common unitholder
would receive 0.50 shares of Phillips 66 common stock for each Phillips 66
Partners common unit. Phillips 66 Partners' perpetual convertible preferred
units will be converted into common units at a premium to the original issuance
price prior to exchange for Phillips 66 common stock. This merger is expected to
close in the first quarter of 2022, subject to customary closing conditions.

Based on the closing market prices of Phillips 66 common stock and Phillips 66
Partners common units on October 26, 2021, we currently expect to issue
approximately 42 million shares of our common stock with a value of
approximately $3.4 billion on the closing date of this transaction. The number
of shares of common stock we will issue and the value of those shares are
subject to change until the merger is closed. See Note 19-Phillips 66 Partners
LP, in the Notes to Consolidated Financial Statements, for additional
information on the pending merger transaction.

Dividends


On July 14, 2021, our board of directors declared a quarterly cash dividend of
$0.90 per common share. The dividend was paid on September 1, 2021, to
shareholders of record as of the close of business on August 18, 2021. On
October 8, 2021, our board of directors declared a quarterly cash dividend of
$0.92 per common share. This dividend is payable on December 1, 2021, to
shareholders of record as of the close of business on November 17, 2021.

Share Repurchases
Since July 2012, our board of directors has authorized an aggregate of $15
billion of repurchases of our outstanding common stock. The authorizations do
not have expiration dates. The share repurchases are expected to be funded
primarily through available cash. We are not obligated to repurchase any shares
of common stock pursuant to these authorizations and may commence, suspend or
terminate repurchases at any time. Since the inception of our share repurchase
program in 2012, 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 global economic disruption caused by the COVID-19 pandemic.
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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 a joint venture
partner.

                                                                                  Millions of Dollars
                                                                                   Nine Months Ended
                                                                                     September 30
                                                                                     2021                  2020
Capital Expenditures and Investments
Midstream                                                            $                569                 1,556
Chemicals                                                                               -                     -
Refining                                                                              528                   577
Marketing and Specialties                                                              72                   139
Corporate and Other                                                                    94                   142
Total Capital Expenditures and Investments                                          1,263                 2,414
Less: capital spending funded by a joint venture partner*                               -                    64
Adjusted Capital Spending                                            $              1,263                 2,350

Selected Equity Affiliates**
DCP Midstream                                                        $                 36                   102
CPChem                                                                                239                   204
WRB                                                                                   167                   110
                                                                     $                442                   416


* Included in the Midstream segment.
** Our share of joint venture's capital spending.


Midstream

During the first nine months of 2021, capital spending in our Midstream segment included:

•Investments in NOVONIX and a renewable feedstock processing plant.



•Construction activities on Phillips 66 Partners' C2G Pipeline, a new 16-inch
ethane pipeline that connects Phillips 66 Partners' Clemens Caverns storage
facility to petrochemical facilities in Gregory, Texas, near Corpus Christi,
Texas.

•Contributions to Dakota Access by Phillips 66 Partners for a pipeline optimization project.

•Continued development of additional Gulf Coast fractionation capacity at the Sweeny Hub.

•Contributions by Phillips 66 Partners to complete the South Texas Gateway Terminal development activities.

•Spending associated with other return, reliability, and maintenance projects in our Transportation and NGL businesses.


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Chemicals
During the first nine months of 2021, on a 100% basis, CPChem's capital
expenditures and investments were $478 million. The capital spending was
primarily for sustaining, debottlenecking and optimization projects on existing
assets, as well as growth projects. CPChem's capital program was self-funded,
and we expect CPChem to continue self-funding its capital program for the
remainder of 2021.

Refining


Capital spending for the Refining segment during the first nine months of 2021
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.

In the second quarter of 2021, we started up facilities to improve product value
at our Ponca City Refinery and facilities to provide flexibility to produce
renewable diesel at our San Francisco Refinery. Other major construction
activities included installation of facilities to improve product value at the
jointly owned Wood River Refinery.

Marketing and Specialties
Capital spending for the M&S segment during the first nine months of 2021 was
primarily for an investment in a retail marketing joint venture in the Central
region and the development and enhancement of retail sites in Europe.

Corporate and Other
Capital spending for Corporate and Other during the first nine months of 2021
was primarily for information technology and facilities.



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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 uncertain.

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.

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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 international and federal environmental laws and
regulations to which we are subject, see the "Environmental" section in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in our 2020 Annual Report on Form 10-K.

We are required to purchase RINs in the open market to satisfy the portion of
our obligation under the Renewable Fuel Standard (RFS) that is not fulfilled by
blending renewable fuels into the motor fuels we produce. For the nine months
ended September 30, 2021 and 2020, we incurred expenses of $584 million and
$227 million, respectively, associated with our obligation to purchase RINs in
the open market to comply with the RFS for our wholly owned refineries. These
expenses are included in the "Purchased crude oil and products" line item on our
consolidated statement of operations. Our jointly owned refineries also incurred
expenses associated with the purchase of RINs in the open market, of which our
share was $284 million and $88 million for the nine months ended September 30,
2021 and 2020, respectively. These expenses are included in the "Equity in
earnings of affiliates" line item on our consolidated statement of operations.
The amount of these expenses and fluctuations between periods is primarily
driven by the market price of RINs, refinery production and blending activities.

We occasionally receive requests for information or notices of potential
liability from the 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 September 30, 2021, and December 31, 2020, we had been notified
of potential liability under CERCLA and comparable state laws at 25 sites within
the United States.

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 those costs and liabilities could 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 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 2020 Annual Report on Form 10-K.



In September 2021, we announced a set of company-wide GHG emissions reduction
targets that are impactful, attainable and measurable. By 2030, we expect to
reduce GHG emissions intensity by 30% for Scope 1 and 2 emissions from our
operations and by 15% for Scope 3 emissions from our energy products, below 2019
levels.

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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GUARANTOR FINANCIAL INFORMATION
At September 30, 2021, Phillips 66 had $10.8 billion of senior unsecured notes
outstanding guaranteed by Phillips 66 Company, a direct, wholly owned operating
subsidiary of Phillips 66. Phillips 66 conducts substantially all of its
operations through subsidiaries, including Phillips 66 Company, and those
subsidiaries generate substantially all of its operating income and cash flow.
The guarantees (1) are unsecured obligations of Phillips 66 Company, (2) rank
equally with all of Phillips 66 Company's other unsecured and unsubordinated
indebtedness, and (3) are full and unconditional.

Summarized financial information of Phillips 66 and Phillips 66 Company (the
Obligor Group) is presented on a combined basis. Intercompany transactions among
the members of the Obligor Group have been eliminated. The financial information
of non-guarantor subsidiaries has been excluded from the summarized financial
information. Significant intercompany transactions and receivable/payable
balances between the Obligor Group and non-guarantor subsidiaries are presented
separately in the summarized financial information.

The summarized results of operations for the nine months ended September 30, 2021, and the summarized financial position at September 30, 2021, and December 31, 2020, for the Obligor Group on a combined basis were:




Summarized Combined Statement of Operations                               

Millions of Dollars


                                                                    Nine Months Ended September 30, 2021
Sales and other operating revenues                              $                              61,089
Revenues and other income-non-guarantor subsidiaries                                            3,527
Purchased crude oil and products-third parties                                                 38,250
Purchased crude oil and products-related parties                                                9,659
Purchased crude oil and products-non-guarantor subsidiaries                                    12,620
Impairments                                                                                     1,288
Loss before income taxes                                                                         (677)
Net loss                                                                                         (413)



                                                                            Millions of Dollars
                                                                      September 30                   December 31
Summarized Combined Balance Sheet                                             2021                          2020
Accounts and notes receivable-third parties                $              4,176                      4,060
Accounts and notes receivable-related parties                             1,420                        804
Due from non-guarantor subsidiaries, current                                316                        288
Total current assets                                                     10,685                      8,965
Investments and long-term receivables                                    10,052                      9,229
Net properties, plants and equipment                                     11,499                     12,815
Goodwill                                                                  1,047                      1,047
Due from non-guarantor subsidiaries, noncurrent                           5,647                      6,173
Other assets associated with non-guarantor subsidiaries                   2,664                      2,870
Total noncurrent assets                                                  32,750                     34,034
Total assets                                                             43,435                     42,999

Due to non-guarantor subsidiaries, current                 $              2,167                      2,203
Total current liabilities                                                11,062                      7,938
Long-term debt                                                            9,830                     11,330
Due to non-guarantor subsidiaries, noncurrent                             9,533                      9,316
Total noncurrent liabilities                                             24,408                     26,044
Total liabilities                                                        35,470                     33,982
Total equity                                                              7,965                      9,017
Total liabilities and equity                                             43,435                     42,999


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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) 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 "Executive
Overview and Business Environment-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 refining 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 September 30, 2021
Income (loss) before income taxes                  $       90        (1,333)           229             (112)          (1,126)

Plus:



Taxes other than income taxes                              15            13             12                4               44
Depreciation, amortization and impairments                 52         1,361             34               57            1,504
Selling, general and administrative expenses               19            15             10               11               55
Operating expenses                                        239           312            126              266              943
Equity in (earnings) losses of affiliates                   3             1            (31)               -              (27)
Other segment (income) expense, net                         6            (1)             -                2                7
Proportional share of refining gross margins
contributed by equity affiliates                           19             -            201                -              220

Realized refining margins                          $      443           368            581              228            1,620

Total processed inputs (thousands of barrels) 47,792 64,016

         26,373           30,558          168,739
Adjusted total processed inputs (thousands of
barrels)*                                              47,792        64,016         46,592           30,558          188,958

Income (loss) before income taxes per barrel
(dollars per barrel)**                             $     1.88        (20.82)          8.68            (3.67)           (6.67)

Realized refining margins (dollars per barrel)*** 9.27 5.75

          12.47             7.46             8.57

Three Months Ended September 30, 2020
Loss before income taxes                           $     (199)

(405) (132) (1,167) (1,903) Plus:



Taxes other than income taxes                              14            30             11               16               71
Depreciation, amortization and impairments                 50            75             33              974            1,132
Selling, general and administrative expenses                6            11              7                9               33
Operating expenses                                        180           258            111              235              784
Equity in losses of affiliates                              2             1            118                -              121
Other segment (income) expense, net                         -            (1)            (1)               1               (1)
Proportional share of refining gross margins
contributed by equity affiliates                           18             -             45                -               63

Realized refining margins                          $       71           (31)           192               68              300

Total processed inputs (thousands of barrels) 43,176 51,543

         24,682           30,615          150,016
Adjusted total processed inputs (thousands of
barrels)*                                              43,176        51,543         42,979           30,615          168,313

Loss before income taxes per barrel (dollars per
barrel)**                                          $    (4.61)

(7.86) (5.35) (38.12) (12.69) Realized refining margins (dollars per barrel)*** 1.65 (0.61) 4.46

             2.23             1.78

* 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/           Gulf          Central            West
Realized Refining Margins                                     Europe          Coast         Corridor           Coast         Worldwide

Nine Months Ended September 30, 2021
Loss before income taxes                           $         (173)       (1,850)           (101)            (771)          (2,895)

Plus:



Taxes other than income taxes                                  53            65              38               49              205
Depreciation, amortization and impairments                    156         1,515             102              168            1,941
Selling, general and administrative expenses                   51            39              24               32              146
Operating expenses                                            686           932             456              929            3,003
Equity in losses of affiliates                                  7             4             151                -              162
Other segment (income) expense, net                            (2)           (7)            (10)               2              (17)
Proportional share of refining gross margins
contributed by equity affiliates                              104             -             412                -              516

Realized refining margins                          $          882           698           1,072              409            3,061

Total processed inputs (thousands of barrels)             140,597       187,940          69,593           84,633          482,763
Adjusted total processed inputs (thousands of
barrels)*                                                 140,597       187,940         125,492           84,633          538,662

Loss before income taxes per barrel (dollars per
barrel)**                                          $        (1.23)        (9.84)          (1.45)           (9.11)           (6.00)
Realized refining margins (dollars per barrel)***            6.28          3.72            8.53             4.83             5.68


Nine Months Ended September 30, 2020
Loss before income taxes                           $   (1,063)

(1,613) (463) (1,903) (5,042) Plus:



Taxes other than income taxes                              48            92             42            69            251
Depreciation, amortization and impairments                591           891            535         1,401          3,418
Selling, general and administrative expenses               31            28             20            28            107
Operating expenses                                        564         1,027            367           734          2,692
Equity in (earnings) losses of affiliates                   7            (1)           248             -            254
Other segment (income) expense, net                         1             -             (1)            3              3
Proportional share of refining gross margins
contributed by equity affiliates                           50             -            250             -            300

Realized refining margins                          $      229           424            998           332          1,983

Total processed inputs (thousands of barrels) 123,632 176,641

         68,805        84,229        453,307
Adjusted total processed inputs (thousands of
barrels)*                                             123,632       176,641 

123,337 84,229 507,839



Loss before income taxes per barrel (dollars per
barrel)**                                          $    (8.60)

(9.13) (6.73) (22.59) (11.12) Realized refining margins (dollars per barrel)*** 1.86 2.40

           8.09          3.94           3.91

* 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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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) 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:


                                                                     

Millions of Dollars, Except as Indicated


                                                          Three Months Ended                         Three Months Ended
                                                          September 30, 2021                         September 30, 2020
                                                           U.S.        International                    U.S.        International
Realized Marketing Fuel Margins
Income before income taxes                        $      354              128                       271                  121
Plus:

Taxes other than income taxes                              2                1                         -                    1
Depreciation and amortization                              3               18                         3                   18
Selling, general and administrative expenses             201               64                       174                   62
Equity in earnings of affiliates                         (18)             (30)                      (10)                 (31)
Other operating (revenues) expenses*                    (120)               9                       (90)                  (7)
Other segment (income) expense, net                        -                1                         -                   (1)

Marketing margins                                        422              191                       348                  163
Less: margin for nonfuel related sales                     -               13                         -                   11
Realized marketing fuel margins                   $      422              178                       348                  152

Total fuel sales volumes (thousands of barrels) 183,332 26,427

                   155,948               24,164

Income before income taxes per barrel (dollars
per barrel)                                       $     1.93             4.84                           1.74            5.01
Realized marketing fuel margins (dollars per
barrel)**                                               2.29             6.75                           2.23            6.28

* Includes other nonfuel revenues and expenses.

** 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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Millions of Dollars, Except as Indicated


                                                   Nine Months Ended September 30,
                                                                 2021                           Nine Months Ended September 30, 2020
                                                           U.S.        International                         U.S.           International
Realized Marketing Fuel Margins
Income before income taxes                        $      919              224                         749                     360

Plus:



Taxes other than income taxes                              8                4                           4                       4
Depreciation and amortization                             11               56                           9                      51
Selling, general and administrative expenses             564              184                         452                     182
Equity in earnings of affiliates                         (35)             (85)                        (21)                    (81)
Other operating revenues*                               (316)              (6)                       (245)                     (9)
Other segment income, net                                  -               (1)                          -                       -

Marketing margins                                      1,151              376                         948                     507
Less: margin for nonfuel related sales                     -               41                           -                      34
Realized marketing fuel margins                   $    1,151              335                         948                     473

Total fuel sales volumes (thousands of barrels) 499,354 72,440

                     467,643                  69,726

Income before income taxes per barrel (dollars
per barrel)                                       $     1.84             3.09                        1.60                    5.16
Realized marketing fuel margins (dollars per
barrel)**                                               2.30             4.63                        2.03                    6.78

* Includes other nonfuel revenues and expenses.

** 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:
•The continuing effects of the COVID-19 pandemic and its negative impact on
commercial activity and demand for refined petroleum products, as well as the
extent and duration of recovery of economies and demand for our products after
the pandemic subsides.
•Fluctuations in NGL, crude oil, refined petroleum product and natural gas
prices and refining, marketing and petrochemical margins.
•Changes in governmental policies relating to NGL, crude oil, natural gas or
refined petroleum products pricing, regulation or taxation, including exports.
•Actions taken by OPEC and other countries impacting supply and demand and
correspondingly, commodity prices.
•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.
•Changes to worldwide government policies relating to renewable fuels and
greenhouse gas emissions that adversely affect programs like the renewable fuel
standards program, low carbon fuel standards and tax credits for biofuels.
•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, insurrections, political events, terrorism or
cyberattacks.
•Potential disruption or damage to our facilities as a result of significant
storms or other destructive climate events.
•The inability to meet our sustainability goals, including reducing our
emissions intensity, developing and protecting new technologies, and
commercializing lower-carbon opportunities.
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•General domestic and international economic and political developments
including armed hostilities, expropriation of assets, and other political,
economic or diplomatic developments, including those caused by public health
issues, outbreaks of diseases and pandemics.
•Failure of new products and services to achieve market acceptance.
•International monetary conditions and exchange controls.
•Substantial investments required, or reduced demand for products, as a result
of existing or future environmental rules and regulations, including reduced
consumer demand for refined petroleum products.
•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.
•Changes in estimates or projections used to assess fair value of intangible
assets, goodwill and property and equipment and/or strategic decisions or other
developments with respect to our asset portfolio that cause impairment charges.
•The timing and completion of the agreement to purchase all of the outstanding
common units of Phillips 66 Partners not already owned.
•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.
•The operation, financing and distribution decisions of our joint ventures that
we do not control.
•The factors generally described in Item 1A.-Risk Factors in our 2020 Annual
Report on Form 10-K.
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