Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 9, 2022, pursuant to the terms of the previously disclosed Agreement and Plan of Merger (the "Merger Agreement") by and among Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"), Phillips 66 Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Phillips 66, a Delaware corporation (the "Company"), Phillips 66 Company, a Delaware corporation and wholly owned subsidiary of the Company ("P66 Company"), Phillips 66 Project Development Inc., a Delaware corporation and wholly owned subsidiary of P66 Company ("P66 PDI"), and Phoenix Merger Sub LLC, a Delaware limited liability company and jointly owned subsidiary of P66 Company and P66 PDI ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"). At the effective time of the Merger (the "Effective Time"), the Partnership became an indirect, wholly owned subsidiary of the Company.

Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, each outstanding common unit representing a limited partner interest in the Partnership (each, a "Common Unit"), other than Common Units owned by the Company and its subsidiaries (each, a "Public Common Unit"), converted into the right to receive 0.500 of a share of common stock, par value $0.01 per share, of the Company (the "Common Stock" and the shares of Common Stock issued in the Merger, the "Merger Consideration"). The General Partner's non-economic general partner interest in the Partnership remained outstanding, and the General Partner continued as the sole general partner of the Partnership.

In addition, pursuant to Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, the "Third A&R Partnership Agreement"), the outstanding Series A Preferred Units of the Partnership were automatically converted into Common Units immediately prior to the Merger in accordance with the terms of the Third A&R Partnership Agreement.

Pursuant to the Merger Agreement, the Company issued approximately 41.8 million shares of Common Stock to the holders of Public Common Units as Merger Consideration, as described above.

The Merger Agreement is filed as Exhibit 2.1 to the Partnership's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 27, 2021, which agreement is incorporated herein by reference. The foregoing summary of the Merger Agreement has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about the Partnership, the Company or their respective subsidiaries and affiliates.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The information set forth under Item 2.01 is incorporated into this Item 3.01 by reference.

In connection with the closing of the Merger, the Partnership notified the New York Stock Exchange (the "NYSE") that (i) the Merger had been consummated and (ii) requested that the NYSE (x) suspend trading of the Common Units prior to market open on March 9, 2022, (y) withdraw the Common Units from listing on the NYSE and (z) file with the SEC a Form 25 notification of Removal from Listing and/or Registration to delist and deregister the Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").



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The Partnership intends to file a certification on Form 15 under the Exchange Act with the SEC requesting the deregistration of the Common Units under Section 12(g) of the Exchange Act and the suspension of the Partnership's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The information set forth in Item 2.01 above is incorporated into this Item 5.02 by reference.

In connection with the consummation of the Merger, as of the Effective Time, David Bairrington, Mark A. Haney, C. Douglas Johnson and Joseph W. O'Toole stepped down from their respective roles as members of the Board of Directors of the General Partner (the "GP Board"). The decision of each of Messrs. Bairrington, Haney, Johnson and O'Toole to step down as a member of the GP Board was not the result of any disagreement with the General Partner or the Partnership on any matter relating to the operations, policies or practices of the General Partner or the Partnership.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number                            Description of the Exhibit

2.1*           Agreement and Plan of Merger, dated as of October 26, 2021, by and
             among Phillips 66, Phillips 66 Company, Phillips 66 Project
             Development Inc., Phoenix Sub LLC, Phillips 66 Partners LP, and
             Phillips 66 Partners GP LLC (filed as Exhibit 2.1 to the Registrant's
             Current Report on Form 8-K filed October 27, 2021 and incorporated
             herein by reference).

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

* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K

and will be provided to the Securities and Exchange Commission upon request.





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