Item 2.02 Results of Operations and Financial Condition.

On April 5, 2021, Phillips 66 Partners LP (the "Partnership"), issued a press release providing preliminary first-quarter 2021 financial information. This preliminary financial information is based upon the Partnership'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 hereto and 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 2.06 Material Impairments.

On March 31, 2021, the Partnership concluded that a material impairment charge will be required under U.S. generally accepted accounting principles in connection with its decision to exit the Liberty Pipeline project. The Liberty Pipeline joint venture was originally formed to develop and construct the Liberty Pipeline system to transport crude oil from the Rockies and Bakken production areas to Cushing, Oklahoma.

The non-cash, pre-tax impairment charge is expected to be in the range of $180 million to $210 million and will be recorded in the first quarter of 2021. This impairment charge will not impact the Partnership's cash flow. The Partnership's estimate of the impairment charge is preliminary and subject to change until finalized.

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 Partners LP on April 5, 2021.

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


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