Item 2.02 Results of Operations and Financial Condition.

On April 5, 2021, Phillips 66 (the "Company") issued a press release providing preliminary first-quarter 2021 financial information. The preliminary financial information is based upon the Company's current estimates and is subject to completion of financial and operating closing procedures as of and for the quarter ended March 31, 2021. A copy of the press release is furnished as

Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

The information in Item 2.02 of this Current Report on Form 8-K, including

Exhibit 99.1 , is hereby incorporated by reference into this Item 7.01.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
         99.1         -        Press release issued by Phillips 66 on April 5, 2021.

       104            -      Cover Page Interactive Data File (embedded within the Inline XBRL
                             document).


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