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 June 30, 2021,
we had total assets of $57 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. Since the beginning of 2021, demand for refined
petroleum products has started to recover following the administration of
COVID-19 vaccines and the easing of pandemic restrictions. Consequently,
refining margins have improved, as has volume throughput. However, refining
profitability remains challenged. 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 second quarter of 2021, we reported earnings of $296 million and
generated cash from operating activities of $1.7 billion, including a U.S.
federal income tax refund of $1.1 billion. We used available cash for capital
expenditures and investments of $380 million, dividend payments on our common
stock of $394 million, and an additional member loan to an equity affiliate of
$90 million. We ended the second quarter of 2021 with $2.2 billion of cash and
cash equivalents and approximately $5.7 billion of total committed capacity
available under our revolving credit facilities.



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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 second quarter of 2021, NGL prices increased
significantly, compared with the second 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 second quarter of 2021, the
benchmark high-density polyethylene chain margin increased significantly,
compared with the second quarter of 2020. This significant increase was due to
continued strong demand and tight supplies driven by the operational impacts
caused by the winter storms that occurred in the Central and Gulf Coast regions
in the first quarter of 2021.

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 $66.09
per barrel during the second quarter of 2021, compared with an average of $27.80
per barrel in the second 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 second quarter of 2021,
worldwide market crack spreads were higher than the second 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 second quarter of 2021, renewable identification number (RIN)
costs increased significantly, compared with the corresponding period 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, the global economy has begun to recover, and demand for refined
petroleum and specialty products has significantly improved, compared with the
second quarter of 2020.
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RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three and six months
ended June 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                           Six Months Ended
                                                               June 30                              June 30
                                                                 2021             2020                       2021             2020

Midstream                                                 $       312              324                        388             (378)
Chemicals                                                         623               42                        777              211
Refining                                                         (729)            (878)                    (1,769)          (3,139)
Marketing and Specialties                                         476              286                        766              799
Corporate and Other                                              (246)            (219)                      (497)            (416)
Income (loss) before income taxes                                 436             (445)                      (335)          (2,923)
Income tax expense (benefit)                                       62             (378)                       (70)            (429)
Net income (loss)                                                 374              (67)                      (265)          (2,494)

Less: net income attributable to noncontrolling interests 78

         74                         93              143
Net income (loss) attributable to Phillips 66             $       296             (141)                      (358)          (2,637)




Our net income attributable to Phillips 66 in the second quarter of 2021 was
$296 million, compared with a net loss attributable to Phillips 66 of $141
million in the second quarter of 2020. The improvement reflects increased equity
earnings from affiliates in our Chemicals and M&S segments, improved realized
marketing fuel margins and sales volumes and higher realized refining margins.
These increases were partially offset by an increase in income taxes.

Our net loss attributable to Phillips 66 for the six months ended June 30, 2021,
was $358 million, compared with $2,637 million for the six months ended June 30,
2020. The lower net loss attributable to Phillips 66 reflects a before-tax
impairment of $198 million in the first quarter of 2021, compared with
before-tax impairments of $3,006 million in the first quarter of 2020. Excluding
these impairments, after-tax results for the six months ended June 30, 2021,
decreased primarily due to a higher before-tax loss from our Refining segment
and a lower income tax benefit, partially offset by higher equity earnings from
our Chemicals segment.

See the "Segment Results" section for additional information on our segment performance and Note 18-Income Taxes, in the Notes to Consolidated Financial Statements, for additional information on income taxes.


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Statement of Operations Analysis

Sales and other operating revenues for the second quarter and six-month period
of 2021 increased 147% and 53%, respectively, and purchased crude oil and
products increased 162% and 61%, 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 $673 million and $593 million in the
second quarter and six-month period of 2021, respectively. The increase in both
periods was primarily due to higher equity earnings from CPChem. See Chemicals
segment analysis in the "Segment Results" section for additional information on
CPChem.

Net gain on dispositions decreased 98% in both the second quarter and six-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.

Operating expenses increased 15% and 8% in the second quarter and six-month
period of 2021, respectively. The increase in the second quarter of 2021 was
mainly due to higher refinery turnaround and maintenance expenses and increased
utility costs. The increase in the six-month period of 2021 was primarily
attributable to higher utility, maintenance and repair costs driven by the
winter storms that occurred in the Central and Gulf Coast regions in February
2021.

Selling, general and administrative expenses increased 16% in the six-month
period of 2021, primarily due to increased employee-related expenses and higher
selling expenses due to rising refined petroleum product prices and demand, as
well as a benefit received from a legal settlement in the first quarter of 2020.

Impairments decreased $2,808 million in the six-month period of 2021. During the
first quarter of 2021, a before-tax impairment of $198 million was related to
Phillips 66 Partners LP's investment in the Liberty Pipeline project. In the
first quarter of 2020, before-tax impairments of $3,006 million were recorded
for our investment in DCP Midstream and goodwill in our Refining segment. See
Note 7-Impairments, and Note 13-Fair Value Measurements, in the Notes to
Consolidated Financial Statements, for additional information regarding these
impairments.

Interest and debt expense increased 22% and 27% in the second quarter and
six-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.

We had income tax expense of $62 million and an income tax benefit of $70
million in the second quarter and six-month period of 2021, respectively,
compared with an income tax benefit of $378 million and $429 million in the
corresponding periods of 2020, respectively, reflecting before-tax income in the
second quarter of 2021, and before-tax losses in the second quarter and
six-month period of 2020 and the six-month period of 2021. See Note 18-Income
Taxes, in the Notes to Consolidated Financial Statements, for information
regarding our effective income tax rates.

Net income attributable to noncontrolling interests decreased 35% in the
six-month period of 2021, primarily due to lower net income from Phillips 66
Partners LP (Phillips 66 Partners) resulting from the before-tax impairment of
$198 million associated with its investment in the Liberty Pipeline project
described above.

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Segment Results

Midstream

                                                            Three Months
                                                                Ended                          Six Months Ended
                                                               June 30                              June 30
                                                                 2021             2020                      2021             2020

                                                                              Millions of Dollars
Income (Loss) Before Income Taxes
Transportation                                            $       224              214                       231              414
NGL and Other                                                      79               78                       114              257
DCP Midstream                                                       9               32                        43           (1,049)
Total Midstream                                           $       312              324                       388             (378)



                                    Thousands of Barrels Daily
Transportation Volumes
Pipelines*                3,424               2,840               3,114    3,009
Terminals                 2,786               2,883               2,731    3,016
Operating Statistics
NGL fractionated**          401                 170                 382      184
NGL production***           406                 374                 381      385


* 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                                          $        0.71             0.32                0.70          0.36

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

Results from our Midstream segment decreased $12 million in the second quarter of 2021 and increased $766 million in the six-month period of 2021.



Results from our Transportation business increased $10 million in the second
quarter of 2021, and decreased $183 million in the six-month period of 2021. The
increase in the second quarter of 2021 was mainly driven by higher pipeline
volumes resulting from improved refinery utilization rates and increased
earnings from equity affiliates. These increases were 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.
The decrease in the six-month period of 2021 was primarily attributable to a
before-tax impairment of $198 million associated with Phillips 66 Partners'
decision to exit the Liberty Pipeline project.


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Results from our NGL and Other business increased $1 million in the second
quarter of 2021, and decreased $143 million in the six-month period of 2021. The
decrease in the six-month period of 2021 was primarily due to higher operating
expenses driven by the winter storms that occurred in the Gulf Coast region in
February 2021, lower results from trading activities, reduced cargo margins at
the Sweeny Hub, and decreased equity earnings. These decreases were partially
offset by increased fractionation volumes from the startup of Fracs 2 and 3 at
the Sweeny Hub in late 2020, leading to higher exported cargos.

Results from our investment in DCP Midstream decreased $23 million in the second
quarter of 2021, and increased $1,092 million in the six-month period of 2021.
The decrease in the second quarter of 2021 was primarily due to unfavorable
impacts from DCP Midstream's commodity price risk management activities. The
increase in the six-month period of 2021 was primarily due to a $1,161 million
before-tax impairment of our investment in DCP Midstream recorded in the first
quarter of 2020.

See Note 7-Impairments, and Note 13-Fair Value Measurements, in the Notes to
Consolidated Financial Statements, for additional information regarding
impairments related to the Liberty Pipeline project and our investment in DCP
Midstream.

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


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Chemicals

                                Three Months Ended                Six Months Ended
                                     June 30                           June 30
                                            2021        2020                 2021        2020

                                                Millions of Dollars

Income Before Income Taxes   $               623          42                  777         211



                                                                           Millions of Pounds
CPChem Externally Marketed Sales Volumes*
Olefins and Polyolefins                                     4,778                   5,378                 9,348         10,491
Specialties, Aromatics and Styrenics                        1,234                   1,014                 2,215          2,202
                                                            6,012                   6,392                11,563         12,693

* 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 % 103


    88    100




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 $581 million and $566 million in
the second quarter and six-month period of 2021, respectively. The increase in
both periods was primarily driven by higher margins reflecting strong demand,
and tight supplies following the winter storms that occurred in the Central and
Gulf Coast regions in February 2021.

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


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Refining
                             Three Months Ended                 Six Months Ended
                                   June 30                          June 30
                                         2021        2020                  2021         2020

                                              Millions of Dollars
Loss Before Income Taxes
Atlantic Basin/Europe      $             (110)       (227)                 (263)        (864)
Gulf Coast                               (264)       (365)                 (517)      (1,208)
Central Corridor                          (82)       (104)                 (330)        (331)
West Coast                               (273)       (182)                 (659)        (736)
Worldwide                  $             (729)       (878)               (1,769)      (3,139)



                                           Dollars Per Barrel
Loss Before Income Taxes
Atlantic Basin/Europe        $             (2.20)      (5.80)       (2.83)    (10.74)
Gulf Coast                                 (3.81)      (5.98)       (4.17)     (9.66)
Central Corridor                           (3.49)      (5.01)       (7.64)     (7.50)
West Coast                                 (9.70)      (7.07)      (12.19)    (13.73)
Worldwide                                  (4.26)      (5.99)       (5.63)    (10.35)

Realized Refining Margins*
Atlantic Basin/Europe        $              4.63        1.53         4.73       1.97
Gulf Coast                                  2.10        0.36         2.67       3.64
Central Corridor                            6.40        5.78         6.21      10.03
West Coast                                  3.37        5.05         3.35       4.92
Worldwide                                   3.92        2.60         4.12       4.96

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


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Thousands of Barrels Daily


                                                         Three Months Ended                      Six Months Ended
                                                               June 30                                June 30
Operating Statistics                                                  2021          2020                      2021            2020
Refining operations*
Atlantic Basin/Europe
Crude oil capacity                                                  537              537                       537             537
Crude oil processed                                                 513              402                       476             420
Capacity utilization (percent)                                       96  %            75                        89              78
Refinery production                                                 552              433                       517             445
Gulf Coast
Crude oil capacity                                                  784              769                       784             769
Crude oil processed                                                 687              609                       620             627
Capacity utilization (percent)                                       88  %            79                        79              81
Refinery production                                                 763              675                       683             689
Central Corridor
Crude oil capacity                                                  531              530                       531             530
Crude oil processed                                                 462              386                       423             428
Capacity utilization (percent)                                       87  %            73                        80              81
Refinery production                                                 475              396                       436             442
West Coast
Crude oil capacity                                                  364              364                       364             364
Crude oil processed                                                 286              263                       278             271
Capacity utilization (percent)                                       79  %            72                        76              75
Refinery production                                                 307              280                       298             293
Worldwide
Crude oil capacity                                                2,216            2,200                     2,216           2,200
Crude oil processed                                               1,948            1,660                     1,797           1,746
Capacity utilization (percent)                                       88  %            75                        81              79
Refinery production                                               2,097            1,784                     1,934           1,869

* 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 improved by $149 million and $1,370 million,
respectively, in the second quarter and six-month period of 2021. The improved
results in the second quarter of 2021 were primarily attributable to increased
realized refining margins and higher refinery production driven by improved
market demand, partially offset by higher refinery turnaround and other
operating expenses. The improved results in the six-month period reflect a
$1,845 million before-tax goodwill impairment recorded in the first quarter of
2020. Excluding this impairment, results decreased in the six-month period of
2021, mainly due to lower realized refining margins, and higher utility costs
primarily driven by the winter storms that occurred in the Central and Gulf
Coast regions in February 2021. Realized refining margins were lower in the
six-month period, as the benefit of improved market crack spreads was more than
offset by higher RIN costs, lower clean product differentials and decreased
secondary product margins.

Our worldwide refining crude oil capacity utilization rate was 88% and 81% in
the second quarter and six-month period of 2021, respectively, compared with 75%
and 79% in the second quarter and six-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.

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                          Six Months Ended
                                                            June 30                              June 30
                                                              2021             2020                      2021            2020

                                                                           Millions of Dollars
Income Before Income Taxes
Marketing and Other                                    $       389              255                       600             726
Specialties                                                     87               31                       166              73
Total Marketing and Specialties                        $       476              286                       766             799



                                                      Dollars Per Barrel
      Income Before Income Taxes
      U.S.                               $             2.15        1.24        1.79     1.53
      International                                    1.96        3.48        2.09     5.25

Realized Marketing Fuel Margins*


      U.S.                               $             2.62        1.75        2.31     1.92
      International                                    2.89        5.07        3.41     7.04

* 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                                          $     2.44             1.26                2.24          1.53
Distillates                                             2.28             1.17                2.14          1.47
* On third-party branded petroleum product sales,
excluding excise taxes.



                                                                 Thousands of Barrels Daily

Marketing Petroleum Products Sales Volumes
Gasoline                                            1,176                    941                     1,100        1,003
Distillates                                           947                    847                       882          942
Other                                                  18                     15                        18           18
Total                                               2,141                  1,803                     2,000        1,963




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 $190 million in the second quarter of 2021, and decreased $33 million in the six-month period of 2021.

The increase in the second quarter of 2021 was primarily due to higher realized U.S. marketing fuel margins driven by improved demand for refined petroleum products in key markets, as well as increased equity earnings from Excel Paralubes LLC due to improved base oil margins and volumes.


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The decrease in the six-month period of 2021 was primarily driven by lower
realized international marketing fuel margins from rising spot prices, decreased
margins from chartered marine vessels and a benefit received from a legal
settlement in the first quarter of 2020. These decreases were partially offset
by higher realized U.S. marketing fuel margins and sales volumes, as well as
increased equity earnings from Excel Paralubes LLC due to improved base oil
margins and volumes.

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


Corporate and Other

                                                  Millions of Dollars
                                  Three Months Ended                 Six Months Ended
                                        June 30                           June 30
                                               2021        2020                 2021        2020
Loss Before Income Taxes
Net interest expense           $               (141)       (114)                (284)       (217)
Corporate overhead and other                   (105)       (105)                (213)       (199)

Total Corporate and Other      $               (246)       (219)                (497)       (416)




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 $27 million and $67 million, respectively, in the
second quarter and six-month period of 2021. 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 remained flat in the second quarter of 2021, and increased $14 million in the six-month period of 2021. The increase in the six-month period was primarily due to higher environmental costs.


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CAPITAL RESOURCES AND LIQUIDITY

Financial Indicators

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

Cash and cash equivalents                                        $                  2,207               2,514
Short-term debt                                                                     2,489                 987
Total debt                                                                         15,413              15,893
Total equity                                                                       20,602              21,523
Percent of total debt to capital*                                                     43%                  42
Percent of floating-rate debt to total debt                                            9%                  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 six months of 2021, we generated $2.0
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 $711 million, dividend payments on our common stock of $788
million, repayment of $550 million of maturing debt, and an additional member
loan to an equity affiliate of $245 million. During the first six months of
2021, cash and cash equivalents decreased $307 million to $2.2 billion.

Significant Sources of Capital



Operating Activities
During the first six months of 2021, cash generated by operating activities was
$2,014 million, compared with $981 million for the first six months of 2020. The
increase was primarily due to a U.S. federal income tax refund of $1.1 billion
received in the second quarter of 2021.

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 six months of 2021, cash from operations
included distributions of $1,114 million from our equity affiliates, compared
with $820 million 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 June 30, 2021, borrowings of $15 million 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. At both June 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.

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.




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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 June 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 nine 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
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.

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 June 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 June 30, 2021, and December 31, 2020, was $15.4
billion and $15.9 billion, respectively. Our total debt-to-capital ratio was 43%
and 42% at June 30, 2021, and December 31, 2020, respectively.

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 due February 2021.



Joint Venture Loans
We and our co-venturer provided member loans to WRB. At June 30, 2021, our 50%
share of the outstanding member loan balance, including accrued interest, was
$525 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.

Dividends


On May 12, 2021, our board of directors declared a quarterly cash dividend of
$0.90 per common share. The dividend was paid on June 1, 2021, to shareholders
of record as of the close of business on May 24, 2021. On July 14, 2021, our
board of directors declared a quarterly cash dividend of $0.90 per common share.
This dividend is payable on September 1, 2021, to shareholders of record as of
the close of business on August 18, 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
                                                                                   Six Months Ended
                                                                                        June 30
                                                                                     2021                  2020
Capital Expenditures and Investments
Midstream                                                            $                241                 1,238
Chemicals                                                                               -                     -
Refining                                                                              370                   409
Marketing and Specialties                                                              44                   111
Corporate and Other                                                                    56                   104
Total Capital Expenditures and Investments                                            711                 1,862
Less: capital spending funded by a joint venture partner*                               -                    61
Adjusted Capital Spending                                            $                711                 1,801

Selected Equity Affiliates**
DCP Midstream                                                        $                 21                    90
CPChem                                                                                151                   139
WRB                                                                                   106                    71
                                                                     $                278                   300


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


Midstream

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



•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.

•Construction activities on a new 35-mile, 12-inch hydrogen gas pipeline connecting Alliance Refinery to hydrogen gas sources.

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

•Investment in a renewable feedstock processing plant.

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

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

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


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Chemicals
During the first six months of 2021, on a 100% basis, CPChem's capital
expenditures and investments were $301 million. The capital spending was
primarily for optimization, debottlenecking and sustaining projects on existing
assets. 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 six 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 the Ponca City Refinery and facilities to provide flexibility to produce
renewable diesel at the 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 six 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 six 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 six months
ended June 30, 2021 and 2020, we incurred expenses of $422 million and
$147 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 $178 million and $50 million for the six months ended June 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 June 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 greenhouse gas (GHG) emissions reduction,
including various regulations proposed or issued by the EPA. These proposed or
promulgated laws apply or could apply in states and/or countries where we have
interests or may have interests in the future. Laws regulating GHG emissions
continue to evolve, and while it is not possible to accurately estimate either a
timetable for implementation or our future compliance costs relating to
implementation, such laws potentially could have a material impact on our
results of operations and financial condition as a result of increasing costs of
compliance, lengthening project implementation and agency reviews, or reducing
demand for certain hydrocarbon products. We continue to monitor legislative and
regulatory actions and legal proceedings globally relating to GHG emissions for
potential impacts on our operations.

For examples of legislation and regulation or precursors for possible regulation that do or could affect our operations, see the "Climate Change" section in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2020 Annual Report on Form 10-K.



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

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GUARANTOR FINANCIAL INFORMATION
At June 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 six months ended June 30, 2021, and
the summarized financial position at June 30, 2021, and December 31, 2020, for
the Obligor Group on a combined basis were:


Summarized Combined Statement of Operations                                 

Millions of Dollars


                                                                            Six Months Ended June 30, 2021
Sales and other operating revenues                                      $                        37,273
Revenues and other income-non-guarantor subsidiaries                                              2,371
Purchased crude oil and products-third parties                                                   23,836
Purchased crude oil and products-related parties                                                  5,710
Purchased crude oil and products-non-guarantor subsidiaries                                       7,921

Loss before income taxes                                                                           (639)
Net loss                                                                                           (494)




                                                                              Millions of Dollars
                                                                           June 30               December 31
Summarized Combined Balance Sheet                                             2021                      2020
Accounts and notes receivable-third parties                        $      4,109                  4,060
Accounts and notes receivable-related parties                             1,389                    804
Due from non-guarantor subsidiaries, current                                604                    288
Total current assets                                                     11,538                  8,965
Investments and long-term receivables                                     9,536                  9,229
Net properties, plants and equipment                                     12,823                 12,815
Goodwill                                                                  1,047                  1,047
Due from non-guarantor subsidiaries, noncurrent                           6,148                  6,173
Other assets associated with non-guarantor subsidiaries                   2,737                  2,870
Total noncurrent assets                                                  34,132                 34,034
Total assets                                                             45,670                 42,999

Due to non-guarantor subsidiaries, current                         $      3,042                  2,203
Total current liabilities                                                12,599                  7,938
Long-term debt                                                            9,327                 11,330
Due to non-guarantor subsidiaries, noncurrent                             9,965                  9,316
Total noncurrent liabilities                                             24,828                 26,044
Total liabilities                                                        37,427                 33,982
Total equity                                                              8,243                  9,017
Total liabilities and equity                                             45,670                 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 loss before income taxes to
realized refining margins:
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Millions of Dollars, Except as Indicated


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

Three Months Ended June 30, 2021
Loss before income taxes                                 $     (110)          (264)           (82)            (273)           (729)

Plus:



Taxes other than income taxes                                    18             25             11               22              76
Depreciation, amortization and impairments                       52             77             34               57             220
Selling, general and administrative expenses                     18             14              7               10              49
Operating expenses                                              217            299            125              281             922
Equity in losses of affiliates                                    2              -             65                -              67
Other segment income, net                                        (8)            (6)            (8)              (2)            (24)
Proportional share of refining gross margins contributed
by equity affiliates                                             42              -            125                -             167

Realized refining margins                                $      231            145            277               95             748

Total processed inputs (thousands of barrels)                49,979         69,364         23,466           28,158         170,967

Adjusted total processed inputs (thousands of barrels)* 49,979 69,364 43,189

           28,158         190,690

Loss before income taxes per barrel (dollars per
barrel)**                                                $    (2.20)         (3.81)         (3.49)           (9.70)          (4.26)
Realized refining margins (dollars per barrel)***              4.63           2.10           6.40             3.37            3.92

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

Plus:



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

Proportional share of refining gross margins contributed by equity affiliates

                                             16              -             92                -             108

Special items:



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

Realized refining margins                                $       61             21            209              129             420

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

Adjusted total processed inputs (thousands of barrels)* 39,121 61,032 36,067

           25,737         161,957

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

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

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


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Millions of Dollars, Except as Indicated


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

Six Months Ended June 30, 2021
Loss before income taxes                           $     (263)          (517)          (330)            (659)          (1,769)

Plus:



Taxes other than income taxes                              38             52             26               45              161
Depreciation, amortization and impairments                104            154             68              111              437
Selling, general and administrative expenses               32             24             14               21               91
Operating expenses                                        447            620            330              663            2,060
Equity in losses of affiliates                              4              3            182                -              189
Other segment income, net                                  (8)            (6)           (10)               -              (24)
Proportional share of refining gross margins
contributed by equity affiliates                           85              -            211                -              296

Realized refining margins                          $      439            330            491              181            1,441

Total processed inputs (thousands of barrels) 92,805 123,924 43,220

           54,075          314,024
Adjusted total processed inputs (thousands of
barrels)*                                              92,805        123,924         78,900           54,075          349,704

Loss before income taxes per barrel (dollars per
barrel)**                                          $    (2.83)         (4.17)         (7.64)          (12.19)           (5.63)

Realized refining margins (dollars per barrel)*** 4.73 2.67

           6.21             3.35             4.12

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

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





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Millions of Dollars, Except as Indicated


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

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

Plus:



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

Realized refining margins                          $     158           455            806              264            1,683

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

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

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

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

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


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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
                                                            June 30, 2021                               June 30, 2020
                                                           U.S.        International                      U.S.        International
Realized Marketing Fuel Margins
Income before income taxes                        $      366               48                         179                 68

Plus:



Taxes other than income taxes                              2                1                           2                  2
Depreciation and amortization                              5               19                           3                 16
Selling, general and administrative expenses             198               60                         151                 57
Equity in earnings of affiliates                         (15)             (31)                        (11)               (28)
Other operating revenues*                               (110)             (10)                        (71)                (4)
Other segment (income) expense, net                        -               (1)                          -                  1

Marketing margins                                        446               86                         253                112
Less: margin for nonfuel related sales                     -               15                           -                 13
Realized marketing fuel margins                   $      446               71                         253                 99

Total fuel sales volumes (thousands of barrels) 170,228 24,539

                     144,517             19,583

Income before income taxes per barrel (dollars
per barrel)                                       $     2.15             1.96                             1.24          3.48
Realized marketing fuel margins (dollars per
barrel)**                                               2.62             2.89                             1.75          5.07

* Includes other nonfuel revenues.

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


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Millions of Dollars, Except as Indicated


                                                           Six Months Ended                            Six Months Ended
                                                            June 30, 2021                                June 30, 2020
                                                           U.S.        International                       U.S.        International
Realized Marketing Fuel Margins
Income before income taxes                        $      565               96                          478                239

Plus:



Taxes other than income taxes                              6                3                            4                  3
Depreciation and amortization                              8               38                            6                 33
Selling, general and administrative expenses             363              120                          278                120
Equity in earnings of affiliates                         (17)             (55)                         (11)               (50)
Other operating revenues*                               (196)             (15)                        (155)                (2)
Other segment (income) expense, net                        -               (2)                           -                  1

Marketing margins                                        729              185                          600                344
Less: margin for nonfuel related sales                     -               28                            -                 23
Realized marketing fuel margins                   $      729              157                          600                321

Total fuel sales volumes (thousands of barrels) 316,022 46,013

                      311,695             45,562

Income before income taxes per barrel (dollars
per barrel)                                       $     1.79             2.09                         1.53               5.25
Realized marketing fuel margins (dollars per
barrel)**                                               2.31             3.41                         1.92               7.04

* Includes other nonfuel revenues.

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


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CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. You can normally identify our forward-looking statements
by the words "anticipate," "estimate," "believe," "budget," "continue," "could,"
"intend," "may," "plan," "potential," "predict," "seek," "should," "will,"
"would," "expect," "objective," "projection," "forecast," "goal," "guidance,"
"outlook," "effort," "target" and similar expressions, but the absence of such
words does not mean a statement is not forward-looking.
We based the forward-looking statements on our current expectations, estimates
and projections about us, our operations, our joint ventures and entities in
which we have equity interests, as well as the industries in which we and they
operate in general. We caution you these statements are not guarantees of future
performance as they involve assumptions that, while made in good faith, may
prove to be incorrect, and involve risks and uncertainties we cannot predict. In
addition, we based many of these forward-looking statements on assumptions about
future events that may prove to be inaccurate. Accordingly, our actual outcomes
and results may differ materially from what we have expressed or forecast in the
forward-looking statements. Any differences could result from a variety of
factors, including the following:
•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 (including as a result of climate change), civil unrest,
insurrections, political events, terrorism or cyberattacks.
•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.
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•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 with
respect to our asset portfolio that cause impairment charges.
•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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