Phillips 66 (NYSE: PSX) announced today the commencement of offers to exchange (collectively, the “Exchange Offers”) any and all validly tendered (and not validly withdrawn) and accepted notes of the seven series of notes described in the table below (collectively, the “Old Notes”) issued by Phillips 66 Partners LP (“PSXP”) for notes to be issued by Phillips 66 Company (“P66 Co”), a wholly owned subsidiary of Phillips 66, as described in the table below (collectively, the “New Notes”).

The New Notes will be fully and unconditionally guaranteed by Phillips 66. The New Notes will be unsecured and unsubordinated obligations of P66 Co and will rank equally with all other unsecured and unsubordinated indebtedness of P66 Co issued from time to time, and the guarantees will rank equally with all other unsecured and unsubordinated indebtedness of Phillips 66. Through the Exchange Offers, the holders of Old Notes issued by PSXP are being offered the opportunity to exchange their Old Notes for New Notes with the same interest rates and maturities in light of the recent acquisition of PSXP by Phillips 66.

The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in a confidential offering memorandum and consent solicitation statement dated April 6, 2022 (the “Offering Memorandum”).

The Exchange Offers are only made, and the New Notes are only being offered and issued, (a) in the United States to holders of Old Notes who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”), or (b) outside the United States to holders of Old Notes who (i) are persons other than U.S. persons in reliance upon Regulation S under the Securities Act, (ii) are not “EEA Retail Investors” or “UK Retail Investors” (each as defined in the Offering Memorandum) and (iii) in the case of persons located in the United Kingdom, are “Relevant Persons” (as defined in the Offering Memorandum). The holders of Old Notes who have certified to P66 Co that they are eligible to participate in the Exchange Offers pursuant to at least one of the foregoing conditions are referred to as “Eligible Holders.”

The following table sets forth the Old Notes that are subject to the Exchange Offers and the consideration to be offered to Eligible Holders of the Old Notes in the Exchange Offers:

In connection with the Exchange Offers, P66 Co is also soliciting consents (the “Consent Solicitations”) from holders of the Old Notes (on behalf of PSXP) to certain proposed amendments to the corresponding indenture and to supplemental indentures pursuant to which such Old Notes were issued (the “PSXP Indentures”), which amendments will modify or delete certain restrictive terms. If the proposed amendments become effective with respect to any series of Old Notes, the amendments will apply to all Old Notes of such series not tendered in the applicable Exchange Offer, even though the holders of those Old Notes did not consent to the proposed amendments.

The Exchange Offers and Consent Solicitations commenced on April 6, 2022, and will expire at 11:59 p.m., New York City time, on May 3, 2022, unless extended or earlier terminated (the “Expiration Date”). In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on April 19, 2022, unless extended (such date and time, as it may be extended, the “Early Participation Date”), and not validly withdrawn, holders of such Old Notes will be eligible to receive the total consideration set out in the table above (the “Total Consideration”), which consists of $1,000 principal amount of the corresponding New Notes and a cash amount of $1.00. The Total Consideration includes an early participation premium set out in the table above (the “Early Participation Premium”), which consists of $30 principal amount of the corresponding series of New Notes per $1,000 principal amount of Old Notes and a cash amount of $1.00 per $1,000 principal amount of Old Notes. In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive only the exchange consideration set out in the table above (the “Exchange Consideration”). The consummation of each Exchange Offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions, including the Requisite Consent Condition (as defined in the Offering Memorandum), in the Offering Memorandum. P66 Co may, at its option, waive any such conditions. All conditions to the Exchange Offers, including the Requisite Consent Condition (as defined in the Offering Memorandum), must be satisfied or, where permitted, waived, at or by the Expiration Date.

Each New Note issued in exchange for an Old Note will have an interest rate, interest payment dates and maturity that are the same as the interest rate, the interest payment dates and maturity of the corresponding tendered Old Note, as well as substantively the same optional redemption provisions. No accrued but unpaid interest will be paid on the Old Notes in connection with the Exchange Offers. However, interest on the applicable New Note will accrue from and including the most recent interest payment date of the corresponding tendered Old Note.

The complete terms of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum. The Offering Memorandum will only be made available to holders of Old Notes who certify that they are Eligible Holders. Eligible Holders may obtain copies of the Offering Memorandum by contacting D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offers and the Consent Solicitations, at (877) 783-5524 (U.S. toll free) or (212) 269-5550 (banks and brokers), by emailing psx@dfking.com or by visiting www.dfking.com/psx to complete the eligibility process. Holders of any Old Notes issued in certificated form and that are held of record by a custodian bank, depositary, broker, trust company or other nominee may also contact such record holder for assistance concerning the Exchange Offers.

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and conditions set forth in the Offering Memorandum. Tenders of Old Notes in connection with any of the Exchange Offers may be withdrawn at any time prior to 5:00 p.m., New York City time, on April 19, 2022, unless extended (the “Withdrawal Deadline”), but may not be withdrawn at any time thereafter. Following the Withdrawal Deadline, tenders of Old Notes may not be validly withdrawn unless P66 Co is otherwise required by law to permit withdrawal. Consents to the proposed amendments may be revoked only by validly withdrawing the associated tendered Old Notes. A valid withdrawal of tendered Old Notes prior to the Withdrawal Deadline will be deemed to be a concurrent revocation of the related consent to the proposed amendments to the applicable PSXP Indentures, and a revocation of consent to the proposed amendments prior to the Withdrawal Deadline will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

Subject to applicable law, each Exchange Offer and each Consent Solicitation is being made independently of the other Exchange Offers and Consent Solicitations, and P66 Co reserves the right to terminate, withdraw or amend each Exchange Offer and each Consent Solicitation independently of the other Exchange Offers and Consent Solicitations at any time and from time to time, as described in the Offering Memorandum.

The New Notes have not been registered under the Securities Act or any state securities laws. In connection with the issuance of the New Notes, P66 Co and Phillips 66 will enter into a registration rights agreement pursuant to which they will agree to exchange the New Notes for registered notes having substantially the same terms as the New Notes or, in certain circumstances, to register the resale of New Notes with the Securities and Exchange Commission. Until they are registered, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the Offering Memorandum and eligibility certification. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum and eligibility certification.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein and is not a solicitation of the related consents. The Exchange Offers and Consent Solicitations are being made solely pursuant to the terms and conditions of the Offering Memorandum and the other related materials and only to such persons and in such jurisdictions as is permitted under applicable law. The Exchange Offers and Consent Solicitations are not being made in any state or jurisdiction in which such offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

In order to participate in any Exchange Offer and Consent Solicitation for Old Notes, holders of the Old Notes resident in Canada are required to complete, sign and submit to the exchange agent the related Canadian Certification Form. The New Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the New Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

About Phillips 66

Phillips 66 is a diversified energy manufacturing and logistics company. With a portfolio of Midstream, Chemicals, Refining, and Marketing and Specialties businesses, the company processes, transports, stores and markets fuels and products globally. Headquartered in Houston, the company has 14,000 employees committed to safety and operating excellence. Phillips 66 had $56 billion of assets as of Dec. 31, 2021.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include statements regarding the offers of P66 Co to exchange, and intended offering of, New Notes. These forward-looking statements are subject to risks and uncertainties, including the risks disclosed in the Offering Memorandum and the filings of Phillips 66 with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2021.

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