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As filed with the Securities and Exchange Commission on November 5, 2012
Registration No. 333-                

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Phillips 66
Phillips 66 Company
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	2911	 	45-3779385	
Delaware	 	2911	 	37-1652702	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Numbers)	 	(I.R.S. Employer
Identification No.)	

3010 Briarpark Drive
Houston, Texas 77042
(281) 293-6600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paula A. Johnson
Senior Vice President, Legal, General Counsel and Corporate Secretary
3010 Briarpark Drive
Houston, Texas 77042
(281) 293-6600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
William S. Anderson
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
(713) 221-1122

(continued on next page)
CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of
Securities to be Registered	 	Amount
to be
Registered	 	Proposed
Maximum
Offering Price
Per Unit	 	Proposed
Maximum
Aggregate
Offering Price (1)	 	Amount of
Registration Fee (2)	
1.950% Senior Notes due 2015	 	$800,000,000	 	100%	 	$800,000,000	 	$109,120.00	
2.950% Senior Notes due 2017	 	$1,500,000,000	 	100%	 	$1,500,000,000	 	$204,600.00	
4.300% Senior Notes due 2022	 	$2,000,000,000	 	100%	 	$2,000,000,000	 	$272,800.00	
5.875% Senior Notes due 2042	 	$1,500,000,000	 	100%	 	$1,500,000,000	 	$204,600.00	
Guarantee of 1.950% Senior Notes due 2015	 	N/A	 	N/A	 	N/A	 	(3)	
Guarantee of 2.950% Senior Notes due 2017	 	N/A	 	N/A	 	N/A	 	(3)	
Guarantee of 4.300% Senior Notes due 2022	 	N/A	 	N/A	 	N/A	 	(3)	
Guarantee of 5.875% Senior Notes due 2042	 	N/A	 	N/A	 	N/A	 	(3)	

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) of the rules and regulations under the Securities Act.	
(2)	Calculated based upon the book value of the securities to be received by the Registrant in the exchange in accordance with Rule 457(f)(2).	
(3)	In accordance with Rule 457(n), no separate fee is payable with respect to guarantees of the securities being registered.	

 

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable following the effective date of this registration statement.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	þ	  	Accelerated filer	 	¨	
				
Non-accelerated filer	 	¨   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ¨

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not complete the exchange offers and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
Subject to Completion, dated November 5, 2012
PROSPECTUS

Offers to Exchange
up to $800,000,000 aggregate principal amount of new 1.950% Senior Notes due 2015
for all outstanding 1.950% Senior Notes due 2015 originally issued March 12, 2012,
up to $1,500,000,000 aggregate principal amount of new 2.950% Senior Notes due 2017,
for all outstanding 2.950% Senior Notes due 2017 originally issued March 12, 2012,
up to $2,000,000,000 aggregate principal amount of new 4.300% Senior Notes due 2022
for all outstanding 4.300% Senior Notes due 2022 originally issued March 12, 2012, and
up to $1,500,000,000 aggregate principal amount of new 5.875% Senior Notes due 2042
for all outstanding 5.875% Senior Notes due 2042 originally issued March 12, 2012,
The exchange offers will expire at 5:00 p.m., New York City time,
on                      , 2012, unless extended.
We are offering to exchange, on the terms and subject to the conditions described in this prospectus and the accompanying letter of transmittal, our 1.950% Senior Notes due 2015, which we refer to in this prospectus as the new 2015 notes, 2.950% Senior Notes due 2017, which we refer to in this prospectus as the new 2017 notes, 4.300% Senior Notes due 2022, which we refer to in this prospectus as the new 2022 notes, and 5.875% Senior Notes due 2042, which we refer to in this prospectus as the new 2042 notes, the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), and which we refer to in this prospectus collectively as the “new notes,” for any and all of our outstanding 1.950% Senior Notes due 2015, which we refer to in this prospectus as the old 2015 notes, 2.950% Senior Notes due 2017, which we refer to in this prospectus as the old 2017 notes, 4.300% Senior Notes due 2022, which we refer to in this prospectus as the old 2022 notes, and 5.875% Senior Notes due 2042, which we refer to in this prospectus as the old 2042 notes, respectively, issued on March 12, 2012, and which we refer to in this prospectus collectively as the “old notes.” The term “notes” refers to both the old notes and the new notes. We refer to the offers to exchange the new notes for the old notes as the “exchange offers” in this prospectus.
Material Terms of the Exchange Offers:
 
 	•	 	The exchange offers expire at 5:00 p.m., New York City time, on                      , 2012, unless extended.	
 
 	•	 	Upon expiration of the exchange offers, all outstanding old 2015 notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of new 2015 notes, all outstanding old 2017 notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of new 2017 notes, all outstanding old 2022 notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of new 2022 notes, and all outstanding old 2042 notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of new 2042 notes.	
 
 	•	 	The form and terms of the new 2015 notes, the new 2017 notes, the new 2022 notes and the new 2042 notes will be identical in all material respects to the old 2015 notes, the old 2017 notes, the old 2022 notes and the old 2042 notes, respectively, that we issued on March 12, 2012, except the new notes will not contain restrictions on transfer, will bear different CUSIP numbers and will not entitle their holders to certain registration rights relating to the old notes.	
 
 	•	 	You may withdraw tendered old notes at any time prior to the expiration of the exchange offers.	
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 	•	 	The exchange offers are not subject to any minimum tender condition, but are subject to customary conditions.	
 
 	•	 	The exchange of the new notes for old notes will not be a taxable exchange for U.S. federal income tax purposes.	
 
 	•	 	There is no existing public market for the old notes or the new notes. We do not intend to list the new notes on any securities exchange or quotation system.	
 
 	•	 	If you fail to tender your old notes for the new notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.	
Each broker-dealer that receives new notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such new notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration of the exchange offers, we will make this prospectus available to any broker-dealer for use in any such resale. See “Plan of Distribution.”
Investing in the new notes involves risks. See “ Risk Factors ,” beginning on page 8, for a discussion of certain factors that you should consider before deciding to exchange old notes for new notes pursuant to the exchange offers.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                      , 2012.

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 	  	Page	 	
WHERE YOU CAN FIND MORE INFORMATION	  	 	ii	  	
PROSPECTUS SUMMARY	  	 	1	  	
RISK FACTORS	  	 	8	  	
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS	  	 	13	  	
USE OF PROCEEDS	  	 	15	  	
RATIO OF EARNINGS TO FIXED CHARGES	  	 	16	  	
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	  	 	17	  	
THE EXCHANGE OFFERS	  	 	18	  	
DESCRIPTION OF NEW NOTES	  	 	28	  	
DESCRIPTION OF OTHER INDEBTEDNESS	  	 	42	  	
PLAN OF DISTRIBUTION	  	 	44	  	
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	  	 	45	  	
LEGAL MATTERS	  	 	45	  	
EXPERTS	  	 	45	  	
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, referred to in this prospectus as the SEC. You should read this prospectus together with the registration statement, the exhibits thereto and the additional information described under the heading “Where You Can Find More Information.” In making your decision to participate in the exchange offers, you should rely only on the information contained in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you received any unauthorized information, you must not rely on it. We are not making an offer to sell these securities in any state or jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. This information is available to you without charge upon written or oral request to: 3010 Briarpark Drive, Houston, Texas 77042, Attention: Corporate Secretary, (281) 293-6600. The exchange offers are expected to expire on                         , 2012 and you must make your exchange decision by the expiration date. To obtain timely delivery, you must request the information no later than                         , 2012, or the date that is five business days before the expiration date of the exchange offers.
 
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 WHERE YOU CAN FIND MORE INFORMATION
Phillips 66 files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy these materials at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains information Phillips 66 has filed electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You can also obtain information about Phillips 66 at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Phillips 66 Company does not file separate reports, proxy statements or other information with the SEC under the Securities Exchange Act of 1934.
The SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings Phillips 66 makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until the termination of this offering. The documents we incorporate by reference are:
 
 	•	 	Our registration statement on Form 10 filed with the SEC on November 14, 2011, as amended and declared effective on April 12, 2012, including, without limitation, the description of capital stock contained in the registration statement;	
 
 	•	 	Our Quarterly Report on Form 10-Q for the period ended March 31, 2012, filed with the SEC on May 16, 2012;	
 
 	•	 	Our Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the SEC on August 3, 2012;	
 
 	•	 	Our Quarterly Report on Form 10-Q for the period ended September 30, 2012, filed with the SEC on November 1, 2012; and	
 
 	•	 	Our Current Reports on Form 8-K filed with the SEC on April 17, 2012; May 1, 2012; May 10, 2012; and November 2, 2012.	
We are also incorporating by reference all additional documents we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the effectiveness of the registration statement of which this prospectus forms a part.
We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any document incorporated by reference into this prospectus, other than exhibits to any such document not specifically described above by oral request or by written request at the following address:
Phillips 66
Investor Relations Department
3010 Briarpark Drive
Houston, Texas 77042
Telephone: 281-293-6600
We also make available free of charge on our website at www.phillips66.com our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website as part of this prospectus.
 
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 PROSPECTUS SUMMARY
This summary highlights selected information about Phillips 66, the exchange offers and the new notes. This summary is not complete and does not contain all of the information that is important to you. To understand the exchange offers fully and for a more complete description of the legal terms of the new notes, you should carefully read this entire prospectus, the accompanying letter of transmittal and the documents incorporated herein by reference, especially the risks of investing in the new notes discussed under “Risk Factors.”
Except as otherwise indicated, references in this prospectus to “Phillips 66,” “PSX,” the “Company,” “we,” “us” and “our” refer to Phillips 66 and its consolidated subsidiaries.
About Phillips 66
Phillips 66, a Delaware corporation, was incorporated on November 10, 2011 as a wholly-owned subsidiary of ConocoPhillips, a Delaware corporation, which we refer to in this prospectus as “ConocoPhillips.” Effective as of April 30, 2012, Phillips 66 was separated from ConocoPhillips and became an independent, publicly traded company. Following the separation, ConocoPhillips did not retain any ownership interest in our company. Our assets and business consist of those that ConocoPhillips attributed to its Downstream business, including its refining, marketing and transportation operations, including power generation; its natural gas gathering, processing, transmission and marketing operations (primarily conducted through its 50 percent equity investment in DCP Midstream, LLC (“DCP Midstream”)); and its petrochemical operations (conducted through its equity investment in Chevron Phillips Chemical Company LLC (“CPChem”)).
Phillips 66 offers a unique approach to downstream integration, comprising segment-leading refining and marketing, midstream and chemicals businesses. The address for Phillips 66’s principal executive offices is 3010 Briarpark Drive, Houston, Texas 77042, and its telephone number at that location is (281) 293-6600.
About Phillips 66 Company
Phillips 66 Company, a Delaware corporation, is a direct, wholly-owned subsidiary of Phillips 66. Its principal executive offices are located at 3010 Briarpark Drive, Houston, Texas, and its telephone number at that location is (281) 293-6600.

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Summary of the Exchange Offers
The summary below describes the principal terms and conditions of the exchange offers. Some of the terms and conditions described below are subject to important limitations and exceptions. See “The Exchange Offers” for a more detailed description of the terms and conditions of the exchange offers and “Description of New Notes” for a more detailed description of the terms of the new notes.
 
The Exchange Offers	The exchange offers relate to the exchange of:	
 
 	•	 	up to $800,000,000 aggregate principal amount of outstanding 1.950% Senior Notes due 2015 (CUSIP Numbers 718546 AD6, U7185P AB9), for an equal aggregate principal amount of new 2015 Notes;	
 
 	•	 	up to $1,500,000,000 aggregate principal amount of outstanding 2.950% Senior Notes due 2017 (CUSIP Numbers 718546 AG9, U7185P AD5), for an equal aggregate principal amount of new 2017 Notes;	
 
 	•	 	up to $2,000,000,000 aggregate principal amount of outstanding 4.300% Senior Notes due 2022 (CUSIP Numbers 718546 AA2, U7185P AA1), for an equal aggregate principal amount of new 2022 Notes; and	
 
 	•	 	up to $1,500,000,000 aggregate principal amount of outstanding 5.875% Senior Notes due 2042 (CUSIP Numbers 718546 AF1, U7185P AC7), for an equal aggregate principal amount of new 2042 Notes.	
 
 	We will exchange all outstanding old notes that are validly tendered and not validly withdrawn. However, you may only exchange old notes in minimum denominations of $2,000 and integral multiples of $1,000 above that amount.	
 
 	The form and terms of the new notes will be identical in all material respects to the form and terms of the corresponding outstanding old notes, except that the new notes will not contain restrictions on transfer, will bear different CUSIP numbers and will not entitle their holders to certain registration rights relating to the old notes.	
 
Expiration Date	The exchange offers will expire at 5:00 p.m., New York City time, on                         , 2012, unless we extend an exchange offer. In that case, the phrase “expiration date” will mean the latest date and time to which we extend an exchange offer. We will issue new notes on the expiration date or promptly after that date.	
 
Conditions to the Exchange Offers	The exchange offers are subject to customary conditions, which include, among other things, the absence of any applicable law or any applicable interpretation of the staff of the SEC that, in our reasonable judgment, would materially impair our ability to proceed with an exchange offer. The exchange offers are not conditioned upon any minimum principal amount of old notes being submitted for exchange. See “The Exchange Offers—Conditions.”	
 
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Procedures for Participating in the Exchange Offers	If you wish to participate in the exchange offers, you must complete, sign and date an original or faxed letter of transmittal in accordance with the instructions contained in the letter of transmittal accompanying this prospectus or, for old notes tendered electronically, an agent’s message from The Depository Trust Company, or DTC, stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the exchange offers. Then you must mail, fax or deliver the completed letter of transmittal, together with the old notes you wish to exchange and any other required documentation to The Bank of New York Mellon Trust Company, N.A., which is acting as exchange agent, for receipt prior to 5:00 p.m., New York City time, on the expiration date. By signing the letter of transmittal, you will represent to and agree with us that,	
 
 	•	 	you are acquiring the new notes in the ordinary course of your business;	
 
 	•	 	you are not participating, do not intend to participate, and have no arrangement or understanding with anyone to participate in a distribution of the new notes; and	
 
 	•	 	you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of Phillips 66 or a broker-dealer tendering the old notes acquired directly from us for its own account.	
 
 	If you are a broker-dealer who will receive new notes for your own account in exchange for old notes that you acquired as a result of your market-making or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of such new notes.	
 
Resale of New Notes	Based on interpretations of the SEC staff in no-action letters issued to third parties, we believe that you may resell and transfer the new notes issued pursuant to the exchange offers in exchange for old notes without compliance with the registration and prospectus delivery provisions of the Securities Act if:	
 
 	•	 	you are acquiring the new notes in the ordinary course of your business;	
 
 	•	 	you have no arrangement or understanding with any person to participate in the distribution of the new notes within the meaning of the Securities Act;	
 
 	•	 	you are not an affiliate of ours, as such term is defined in Rule 405 under the Securities Act; and	
 
 	•	 	you are not a broker-dealer and you are not engaged in and do not intend to engage in the distribution of the new notes.	
 
 	If you fail to satisfy any of these conditions, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with resales of the new notes, unless an exemption therefrom is applicable to you.	
 
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 	Broker-dealers that acquired the old notes directly from us, but not as a result of market-making activities or other trading activities, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with resales of the new notes.	
 
 	Each broker-dealer that receives new notes for its own account pursuant to the exchange offers in exchange for old notes that it acquired as a result of market-making or other trading activities must deliver a prospectus in connection with any resale of the new notes and provide us with a signed acknowledgement of this obligation.	
 
Special Procedures for Beneficial Owners	If your old notes are held through a broker, dealer, commercial bank, trust company or other nominee and you wish to surrender such old notes, you should contact your intermediary promptly and instruct it to surrender your old notes on your behalf.	
 
 	If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offers and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a long time.	
 
Guaranteed Delivery Procedures	If you wish to tender your old notes and you cannot do so before the expiration date deadline, or you cannot deliver your old notes, the letter of transmittal or any other documentation on time, then you must surrender your old notes according to the guaranteed delivery procedures appearing below under “The Exchange Offers—Guaranteed Delivery Procedures.”	
 
Acceptance of Old Notes and Delivery of New Notes	We will accept for exchange any and all old notes that are properly tendered in the exchange offers and not withdrawn prior to the expiration date, if you comply with the procedures of the exchange offers. The new notes will be delivered promptly after the expiration date.	
 
Withdrawal Rights	You may withdraw your tender of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date, by complying with the procedures for withdrawal described in “The Exchange Offers—Withdrawal of Tenders.”	
 
Accounting Treatment	We will not recognize a gain or loss for accounting purposes as a result of the exchange.	
 
Certain Federal Income Tax Considerations	The exchange of old notes for new notes should not be a taxable transaction for United States federal income tax purposes. You should not have to pay federal income tax as a result of your participation in the exchange offers. See “Certain United States Federal Income Tax Considerations.”	
 
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Exchange Agent	The Bank of New York Mellon Trust Company, N.A. is serving as the exchange agent in connection with the exchange offers. The Bank of New York Mellon Trust Company, N.A. also serves as trustee under the indenture governing the notes. The address, telephone number and facsimile number of the exchange agent are listed under the heading “The Exchange Offers—Exchange Agent.”	
 
Failure to Exchange Old Notes Will Adversely Affect You	If you are eligible to participate in the exchange offers and you do not tender your old notes as described in this prospectus, you will not have any further registration or exchange rights. In that event, your old notes will continue to accrue interest until maturity in accordance with the terms of the old notes but will continue to be subject to restrictions on transfer. As a result of such restrictions and the availability of registered new notes, your old notes are likely to be a much less liquid security than before.	
 
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The New Notes
The new notes have the same financial terms and covenants as the old notes. In this prospectus we sometimes refer to the old notes and the new notes together as the “notes.” The new notes will evidence the same debt as the outstanding old notes that they replace. The new notes will be governed by the same indenture governing the old notes. The brief summary below describes the principal terms of the new notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of New Notes” section of this prospectus contains a more detailed description of the terms and conditions of the new notes.
 
Issuer	Phillips 66	
 
Notes Offered	$800,000,000 aggregate principal amount of new 2015 Notes	
 
 	$1,500,000,000 aggregate principal amount of new 2017 Notes	
 
 	$2,000,000,000 aggregate principal amount of new 2022 Notes	
 
 	$1,500,000,000 aggregate principal amount of new 2042 Notes	
 
Maturity Dates	March 5, 2015 for the 2015 Notes	
 
 	May 1, 2017 for the 2017 Notes	
 
 	April 1, 2022 for the 2022 Notes	
 
 	May 1, 2042 for the 2042 Notes	
 
Interest Payment Dates	March 5 and September 5 of each year, commencing March 5, 2013, for the 2015 Notes	
 
 	May 1 and November 1 of each year, commencing May 1, 2013, for the 2017 Notes	
 
 	April 1 and October 1 of each year, commencing April 1, 2013, for the 2022 Notes	
 
 	May 1 and November 1 of each year, commencing May 1, 2013, for the 2042 Notes	
 
Interest Rates	1.950% for the 2015 notes, 2.950% for the 2017 notes, 4.300% for the 2022 notes and 5.875% for the 2042 notes	
 
Optional Redemption	Phillips 66 may elect to redeem any or all of the notes of a series at any time in principal amounts of $2,000 or any integral multiple of $1,000 above that amount. Phillips 66 will pay an amount equal to the principal amount of notes redeemed plus a make-whole premium. Phillips 66 will also pay accrued but unpaid interest to, but not including, the redemption date. Please read “Description of New Notes—Optional Redemption.”	
 
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Guarantee	Phillips 66 Company will fully and unconditionally guarantee on a senior unsecured basis the full and prompt payment of the principal of and any premium and interest on the notes, when and as it becomes due and payable, whether at maturity or otherwise.	
 
Certain Covenants	We will issue the notes under an indenture containing covenants for your benefit. These covenants restrict our ability, with certain exceptions, to:	
 
 	•	 	incur debt secured by liens;	
 
 	•	 	engage in sale/leaseback transactions; and	
 
 	•	 	merge, consolidate or transfer all or substantially all of our assets.	
 
 	See “Description of New Notes—Restrictive Covenants.”	
 
Lack of a Public Market for the Notes	The new notes generally will be freely transferable, but there can be no assurance as to the development or liquidity of any market for the new notes. We do not intend to apply for a listing of the new notes on any securities exchange or an automated dealer quotation system.	
 
Use of Proceeds	We will not receive any proceeds from the issuance of the new notes.	
 
Governing Law	The notes will be governed by, and construed in accordance with, the laws of the State of New York.	
 
Ranking	The notes will constitute senior unsecured debt of Phillips 66 and will rank equally with each other series of notes and with Phillips 66’s other senior unsecured debt from time to time outstanding; senior to its subordinated debt from time to time outstanding; and effectively junior to its secured debt and to all debt and other liabilities of its subsidiaries, other than Phillips 66 Company, from time to time outstanding. Phillips 66 Company’s guarantee of the notes will rank equally with all of its other unsecured and unsubordinated debt from time to time outstanding; senior to its subordinated debt from time to time outstanding; and effectively junior to its secured debt and to all debt and other liabilities of its subsidiaries from time to time outstanding.	
 
Form and Denominations	Initially, the new notes will be represented by one or more global securities deposited with, or on behalf of, The Depository Trust Company or its nominee. Beneficial interests in the global securities may be held through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as direct participants in DTC.) The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 above that amount. See “Description of New Notes—Book-Entry System.”	
 
Risk Factors	Before investing in the new notes, you should carefully consider all of the information included or incorporated by reference in this prospectus, including the discussion in the section entitled “Risk Factors,” beginning on page 8, for an explanation of certain risks relating to an investment in the new notes.	
 
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 RISK FACTORS
In addition to the other information included or incorporated by reference in this prospectus, including the risk factors included in the information statement filed as part of our registration statement on Form 10 filed with the SEC on November 14, 2011, as amended and declared effective on April 12, 2012, which is incorporated by reference into this prospectus, and other documents filed with the SEC by us, you should carefully consider the following risks before exchanging your old notes. See “Where You Can Find More Information” and “Information Regarding Forward-Looking Statements.” While these are the risks and uncertainties we believe are most important for you to consider, you should know that they are not the only risks or uncertainties facing us or that may adversely affect our business. If any of the following risks or uncertainties actually occur, our business, financial condition or results of operations would likely suffer.
Risks Related to the Exchange Offers
If you wish to tender your old notes for exchange, you must comply with the requirements described in this prospectus.
You will receive new notes in exchange for old notes only after the exchange agent receives your old notes, a properly completed and duly executed letter of transmittal and all other required documentation within the time limits described below. If you wish to tender your old notes in exchange for new notes, you should allow sufficient time for delivery. Neither the exchange agent nor Phillips 66 has any duty to give you notice of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted will, following consummation of the exchange offers, continue to be subject to the existing restrictions upon transfer relating to the old notes.
In addition, if you tender your old notes in the exchange offers for the purpose of participating in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker-dealer who holds old notes acquired for its own account as a result of market-making or other trading activities and who receives new notes for its own account in exchange for such old notes pursuant to the exchange offers must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of such new notes.
If you do not exchange your old notes, you may have difficulty transferring them at a later time.
We will issue new notes in exchange for the old notes after the exchange agent receives your old notes, the letter of transmittal and all related documents. You should allow adequate time for delivery if you choose to tender your notes for exchange. Old notes that are not exchanged will remain subject to restrictions on transfer and will not have rights to registration.
If you do not participate in the exchange offers for the purpose of participating in the distribution of the new notes, you must comply with the registration and prospectus delivery requirements of the Securities Act for any resale transaction. If any old notes are not tendered in the exchange or are tendered but not accepted, the trading market for such notes could be negatively affected due to the limited amount of old notes expected to remain outstanding following the completion of the exchange offers.
The consummation of the exchange offers may not occur.
We are not obligated to complete the exchange offers under certain circumstances. See “The Exchange Offers—Conditions.” Even if the exchange offers are completed, they may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offers may have to wait longer than expected to receive their new notes. You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the new notes.
 
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Holders of the old notes who do not tender their old notes will have no further rights under the registration rights agreement, including registration rights and the right to receive additional interest.
Holders who do not tender their old notes will not have any further registration rights or any right to receive additional interest under the registration rights agreement or otherwise.
Risks Related to the New Notes
The notes and the guarantee will be unsecured and effectively subordinated to the rights of our secured indebtedness and structurally subordinated to the indebtedness of any of our future non-guarantor subsidiaries.
The notes will be general unsecured senior obligations ranking equally with each other series of notes and with our other senior unsecured debt from time to time outstanding, senior to our subordinated debt from time to time outstanding and effectively junior to all of our secured debt. The notes will also be structurally subordinated to any indebtedness and other liabilities of our future non-guarantor subsidiaries.
Phillips 66 Company’s guarantee of each series of the notes will rank equally with its guarantee of each other series of notes and with its other unsecured and unsubordinated debt from time to time outstanding, senior to its subordinated debt from time to time outstanding and effectively junior to all of its existing and future secured debt. The guarantee of Phillips 66 Company will also be structurally subordinated to any indebtedness and other liabilities of its subsidiaries.
If we or Phillips 66 Company are declared bankrupt, become insolvent or are liquidated or reorganized, our or Phillips 66 Company’s secured debt will be entitled to be paid in full from the assets, if any, securing that debt before any payment may be made with respect to the notes or the guarantee. Holders of the notes will participate ratably in the remaining assets with all holders of our or Phillips 66 Company’s unsecured indebtedness, including debt incurred after the notes are issued, that does not rank junior to the notes or guarantee, as the case may be, including trade payables and all of the other general indebtedness, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the notes. As a result, holders of the notes would likely receive less, ratably, than holders of our or Phillips 66 Company’s secured indebtedness.
Your ability to transfer the notes may be limited by the absence of a trading market.
The notes will be new securities for which currently there is no trading market. We do not intend to apply for listing of the notes on any securities exchange or stock market. Although the initial purchasers of the old notes have informed us that they intend to make a market in the old notes and the new notes, they are not obligated to do so. In addition, they may discontinue any such market making at any time without notice and such market-making activities may be limited during the exchange offer or while the effectiveness of a shelf registration statement is pending. The liquidity of any market for the notes will depend on the number of holders of those notes, the interest of securities dealers in making a market in those notes and other factors. Accordingly, we cannot assure you as to the development or liquidity of any market for the notes. If the notes are traded after their initial issuance, they may trade at a discount from their respective initial offering prices, depending on prevailing interest rates, the market for similar securities, our performance and other factors. To the extent that an active trading market for the notes does not develop, the liquidity and trading prices for the notes may be harmed. Thus, you may not be able to liquidate your investment rapidly, and your lenders may not readily accept the notes as collateral for loans.
Future trading prices of the notes will depend on many factors, including but not limited to:
 
 	•	 	our operating performance and financial condition;	
 
 	•	 	the interest of the securities dealers in making a market in the notes; and	
 
 	•	 	the market for similar securities.	
 
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Changes in our credit ratings or the debt markets may adversely affect the market price of the notes. Deterioration in our credit profile could increase our costs of borrowing money and limit our access to the capital markets and commercial credit, and could trigger our partners’ rights under joint venture arrangements.
The price for the notes will depend on a number of factors, including but not limited to:
 
 	•	 	our credit ratings with major credit rating agencies;	
 
 	•	 	the prevailing interest rates being paid by other companies similar to us;	
 
 	•	 	our financial condition, operating performance and future prospects;	
 
 	•	 	securities analysts’ perception of our company, our growth prospects and our industry in general; and	
 
 	•	 	the overall condition of the financial markets and global and domestic economies.	
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the price of the notes. Meanwhile, Moody’s and Standard and Poor’s have assigned ratings to the notes. (Ratings from credit agencies are not recommendations to buy, sell or hold our securities; and each rating should be evaluated independently of any other rating.) If these rating agencies assign us or the notes a rating lower than investment grade or suspend, announce a review of or withdraw entirely a rating in the future, the market price of the notes would be adversely affected. The credit rating agencies also evaluate the industries in which we operate as a whole and may change their credit rating for us based on their overall view of such industries. If any of our other outstanding debt is rated and subsequently downgraded, raising capital will become more difficult, borrowing costs under our credit facilities and other future borrowings may increase and the market price of the notes may decrease. In addition, our borrowing costs would increase, and our funding sources could decrease.
A failure by us to maintain an investment grade rating also could affect our business relationships with suppliers and operating partners. For example, our agreement with Chevron regarding CPChem permits Chevron to buy our 50 percent interest in CPChem for fair market value if, at any time, we experience a change in control or if both Moody’s Investor Service and Standard & Poor’s Ratings Service lower our credit ratings below investment grade and the credit rating from either rating agency remains below investment grade for 365 days thereafter, with fair market value determined by agreement or by nationally recognized investment banks. As a result of these factors, a downgrade of our credit ratings could have a materially adverse impact on our future operations and financial position.
The guarantee of the notes could be deemed a fraudulent conveyance under certain circumstances, and a court may try to subordinate or void the guarantee.
Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee could be voided, or claims in respect of a subsidiary guarantee could be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its guarantee:
 
 	•	 	received less than reasonably equivalent value or fair consideration for the incurrence of such subsidiary guarantee; and	
 
 	•	 	the subsidiary guarantor:	
 
 	¡   	 	was insolvent or rendered insolvent by reason of such incurrence;	
 
 	¡   	 	was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or	
 
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 	¡   	 	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.	
In addition, any payment by that subsidiary guarantor pursuant to its guarantee of the notes could be voided and required to be returned to the subsidiary guarantor, or to a fund for the benefit of the creditors of the subsidiary guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:
 
 	•	 	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;	
 
 	•	 	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent liabilities, on its existing debts, as they become absolute and mature; or	
 
 	•	 	it could not pay its debts as they become due.	
Phillips 66 depends on dividends and other distributions from its subsidiaries.
Phillips 66 conducts substantially all its operations through subsidiaries, and those subsidiaries generate substantially all of its operating income and cash flow. As a result, distributions or advances from those subsidiaries are the principal source of funds necessary to meet the debt service obligations of Phillips 66. Contractual provisions or laws, as well as the subsidiaries’ financial condition and operating requirements, may limit the ability of Phillips 66 to obtain cash from its subsidiaries that it requires to pay its debt service obligations, including any payments required to be made under the notes. Although Phillips 66 Company owns certain operating assets directly, it conducts a substantial portion of its operations through subsidiaries. Accordingly, contractual provisions or laws, as well as its subsidiaries’ financial condition and operating requirements, may limit the ability of Phillips 66 Company to meet its obligations under its various guarantees, including its guarantee of the notes. The indenture does not contain any covenants or other provisions designed to protect holders of the notes if Phillips 66 or Phillips 66 Company participates in a highly leveraged transaction. The subsidiaries of Phillips 66 and Phillips 66 Company are legally distinct and have no obligations to pay amounts due on the indebtedness of Phillips 66 or Phillips 66 Company, or to make funds available for such payment. In addition, subsidiaries of Phillips 66 and Phillips 66 Company will be permitted under the terms of the indenture to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to Phillips 66 and Phillips 66 Company and the indenture does not contain provisions that give holders the right to require Phillips 66 or Phillips 66 Company to repurchase their securities in the event of a decline in Phillips 66’s or Phillips 66 Company’s credit ratings for any reason, including as a result of a takeover, recapitalization or similar restructuring or otherwise. The agreements governing current and future indebtedness of our subsidiaries may not permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the notes when due.
The indenture does not restrict the amount of additional debt that Phillips 66 or Phillips 66 Company may incur.
The notes and the indenture under which the notes will be issued do not place any limitation on the amount of debt securities that may be issued under the indenture or the amount of other unsecured debt or securities that Phillips 66, Phillips 66 Company or any of their respective subsidiaries may issue or otherwise incur. Our incurrence of additional debt may have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy our obligations with respect to the notes, a loss in the market value of your notes and a risk that the credit rating of the notes is lowered or withdrawn.
 
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Phillips 66’s board of directors has broad discretion to determine that a refinery or manufacturing plant is not a principal property and therefore not subject to certain covenants in the indenture.
The indenture governing the notes includes covenants that limit the ability of Phillips 66 and its principal domestic subsidiaries to issue debt for borrowed money secured by a lien upon a principal property or engage in sale and leaseback transactions with respect to principal properties. Phillips 66 Company is our only principal domestic subsidiary. The indenture provides that a principal property means any refinery or manufacturing plant located in the United States and owned by Phillips 66 or a subsidiary unless, in the opinion of Phillips 66’s board of directors, that refinery or manufacturing plant is not materially important to the total business conducted by Phillips 66 and its consolidated subsidiaries. In addition, the term principal property does not include any transportation or marketing facilities or assets. Although it has not yet done so, under the terms of the indenture Phillips 66’s board of directors has broad discretion to determine from time to time that a refinery or manufacturing plant is not a principal property and therefore such refinery or plant is not subject to the covenants in the indenture and, accordingly, Phillips 66 could incur debt secured by a lien on such property without equally and ratably securing the notes or enter into a sale leaseback in respect of such property.
 
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 INFORMATION REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus, including the information we incorporate by reference, 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 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.
We based the forward-looking statements on our current expectations, estimates and projections about ourselves and the industries in which we operate in general. We caution you that 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:
 
 	•	 	Fluctuations in crude oil, natural gas liquids (“NGL”), and natural gas prices, refining and marketing margins and margins for our chemicals business;	
 
 	•	 	Failure of new products and services to achieve market acceptance;	
 
 	•	 	Unexpected changes in costs or technical requirements for constructing, modifying or operating facilities for manufacturing, refining or transportation projects;	
 
 	•	 	Unexpected technological or commercial difficulties in manufacturing, refining or transporting our products, including chemicals products;	
 
 	•	 	Lack of, or disruptions in, adequate and reliable transportation for our crude oil, natural gas, NGL, and refined products;	
 
 	•	 	The level and success of natural gas drilling around DCP Midstream’s assets, the level and quality of gas production volumes around its assets and its ability to connect supplies to its gathering and processing systems in light of competition;	
 
 	•	 	Inability to timely obtain or maintain permits, including those necessary for refinery projects; comply with government regulations; or make capital expenditures required to maintain compliance;	
 
 	•	 	Failure to complete definitive agreements and feasibility studies for, and to timely complete construction of, announced and future refinery, chemical plant, midstream and transportation projects;	
 
 	•	 	Potential disruption or interruption of our operations due to accidents, weather events, civil unrest, political events, terrorism or cyber attacks;	
 
 	•	 	International monetary conditions and exchange controls;	
 
 	•	 	Substantial investment or reduced demand for products as a result of existing or future environmental rules and regulations;	
 
 	•	 	Liability for remedial actions, including removal and reclamation obligations, under environmental regulations;	
 
 	•	 	Liability resulting from litigation;	
 
 	•	 	General domestic and international economic and political developments, including armed hostilities; expropriation of assets; changes in governmental policies relating to crude oil, natural gas, NGL or refined product pricing, regulation or taxation; other political, economic or diplomatic developments; and international monetary fluctuations;	
 
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 	•	 	Changes in tax, environmental and other laws and regulations (including alternative energy mandates) applicable to our business;	
 
 	•	 	Limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets;	
 
 	•	 	Inability to obtain economical financing for projects, construction or modification of facilities and general corporate purposes;	
 
 	•	 	The operation, financing, and distribution decisions of our joint ventures;	
 
 	•	 	Domestic and foreign supplies of crude oil and other feedstocks;	
 
 	•	 	Domestic and foreign supplies of refined products, such as gasoline, diesel, jet fuel, home heating oil and petrochemicals;	
 
 	•	 	Overcapacity or undercapacity in the refining and chemical industries;	
 
 	•	 	Fluctuations in consumer demand for refined products;	
 
 	•	 	Crude and refined product inventory levels; and	
 
 	•	 	The factors generally described in the section entitled “Risk Factors” in the information statement filed with the SEC as part of our registration statement on Form 10 on November 14, 2011, as amended and declared effective by the SEC on April 12, 2012.	
 
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 USE OF PROCEEDS
The exchange offers are intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the new notes. In exchange for issuing the new notes as contemplated in the exchange offers, we will receive old notes in the same principal amount. The form and terms of the new notes are identical in all material respects to the form and terms of the old notes, except as described below under the heading “The Exchange Offers—Terms of the Exchange Offers.” The old notes tendered in exchange for the new notes will be retired and cancelled and cannot be re-issued. Accordingly, issuance of the new notes will not result in any increase in our outstanding debt.
 
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 RATIO OF EARNINGS TO FIXED CHARGES
The following table presents the historical ratio of earnings to fixed charges of Phillips 66 for each of the periods indicated.

 	  	Nine
Months
Ended
September 30,
2012	 	  	Year Ended December 31	 	
	  			  	2011	 	  	2010	 	  	2009	 	  	2008	 	  	2007	 	
Ratio of Earnings to Fixed Charges*	  	 	18.5x	  	  	 	43.7x	  	  	 	5.4x	  	  	 	2.1x	  	  	 	17.3x	  	  	 	54.2x	  	

*	Fixed charges includes amortization of capitalized interest totaling approximately $7 million for the nine months ended September 30, 2012. Amortization of capitalized interest for the years ended December 31, totaled approximately $9 million in 2011, $19 million in 2010, $6 million in 2009, $6 million in 2008 and $6 million in 2007.	
For purposes of this table, “earnings” consist of income from continuing operations before income taxes and noncontrolling interests that have not incurred fixed charges, plus fixed charges (excluding capitalized interest but including amortization of amounts previously capitalized), less undistributed earnings of equity investees of Phillips 66. “Fixed charges” consist of interest (including capitalized interest) on all debt, amortization of debt discounts and expenses incurred on issuance, interest expenses relating to guaranteed debt of fifty-percent-or- less-owned companies and that portion of rental expense believed to represent interest.
 
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 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following selected financial data reflect the combined and consolidated operations of Phillips 66. We derived the selected combined income statement data for the years ended December 31, 2011, 2010 and 2009, and the selected combined balance sheet data as of December 31, 2011 and 2010, as set forth below, from Phillips 66’s audited combined financial statements that are incorporated by reference into this prospectus. We derived the selected combined income statement data for the year ended December 31, 2008, and the selected combined balance sheet data as of December 31, 2009, from Phillips 66’s audited combined financial statements, that are not incorporated by reference into this prospectus. We derived the selected combined income statement data for the year ended December 31, 2007, and the selected combined balance sheet data as of December 31, 2008 and 2007, and as of September 30, 2011 from Phillips 66’s underlying financial records, which were derived from the financial records of ConocoPhillips, and which are not included in this prospectus. We derived the selected consolidated balance sheet data as of September 30, 2012 and the selected consolidated income statement data for the nine months ended September 30, 2012 and 2011 from the unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2012, which is incorporated by reference into this prospectus. The historical results do not necessarily indicate the results expected for any future period.
To ensure full understanding, you should read the selected combined financial data presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements and accompanying notes incorporated by reference into this prospectus.

 	  	Millions of Dollars	 	
 	  	Nine Months Ended
September 30,	 	  	Year Ended December 31,	 	
 	  	2012	 	  	2011	 	  	2011	 	  	2010	 	  	2009	 	  	2008	 	  	2007	 	
Sales and other operating revenues	  	$	135,475	  	  	$	147,983	  	  	$	196,088	  	  	$	146,561	  	  	$	112,692	  	  	$	171,706	  	  	$	139,383	  	
Net income	  	 	3,421	  	  	 	2,768	  	  	 	4,780	  	  	 	740	  	  	 	479	  	  	 	2,665	  	  	 	6,121	  	
Net income attributable to Phillips 66	  	 	3,416	  	  	 	2,764	  	  	 	4,775	  	  	 	735	  	  	 	476	  	  	 	2,662	  	  	 	6,116	  	
Total assets	  	 	52,230	  	  	 	47,923	  	  	 	43,211	  	  	 	44,955	  	  	 	42,880	  	  	 	38,934	  	  	 	43,133	  	
Long-term debt	  	 	7,393	  	  	 	365	  	  	 	361	  	  	 	388	  	  	 	403	  	  	 	417	  	  	 	442	  	
 
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 THE EXCHANGE OFFERS
Purpose of the Exchange Offers
We entered into a registration rights agreement in connection with the issuance of the old notes on March 12, 2012. Pursuant to the registration rights agreement, we agreed:
 
 	•	 	to use our commercially reasonable best efforts to file with the SEC and cause to become effective under the Securities Act a registration statement relating to an offer to exchange the old notes for the new notes;	
 
 	•	 	to complete the exchange offers on or before the date that is 365 days after March 12, 2012, which we refer to as the Target Registration Date; and	
 
 	•	 	unless the exchange offers would not be permitted by applicable law or SEC policy, to commence the exchange offers and to use our commercially reasonable best efforts to issue on or prior to 60 days, or longer, if required by the federal securities laws, after the date on which such exchange offers commence, new notes in exchange for all old notes tendered prior thereto in the exchange offers.	
The registration rights agreement provides, among other things, that if we default in our obligations to take required actions to make the exchange offers within the required time period described above, then we will pay additional interest to each holder of notes, at a rate of 0.25% per annum of the principal amount of old notes held by such holder, with respect to the first 90 days after the Target Registration Date with respect to such notes (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue), in each case until the exchange offer for such notes is completed or the shelf registration statement for such notes is declared effective or is no longer required to be effective; provided, however, that at no time may the rate at which additional interest accrues exceed 1.00% per annum; and provided, further, that upon the exchange of new notes for all old notes, additional interest on such notes shall cease to accrue.
We agreed to issue and exchange the new notes for all outstanding old notes properly tendered and not withdrawn before the expiration of the exchange offers. The summary in this document of the registration rights agreement is not complete and is subject to, and is qualified in its entirety by, all the provisions of the registration rights agreement. We urge you to read carefully the entire registration rights agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. The registration statement is intended to satisfy some of our obligations under the registration rights agreement and the purchase agreement relating to the initial sale of the notes.
Terms of the Exchange Offers
Based on the terms and conditions in this prospectus and in the letter of transmittal, we will issue $1,000 principal amount of the applicable series of new notes in exchange for each $1,000 principal amount of the corresponding series of outstanding old notes properly tendered pursuant to the exchange offers and not withdrawn prior to the expiration date. Old notes may be tendered in minimum denominations of $2,000 and integral multiples of $1,000 above that amount. The form and terms of the new notes are the same as the form and terms of the old notes except that:
 
 	•	 	the new notes will have a different CUSIP number from the old notes;	
 
 	•	 	the new notes will be registered for the exchange offers under the Securities Act and, therefore, the new notes will not bear legends restricting the transfer of the new notes; and	
 
 	•	 	holders of the new notes will not be entitled to any of the registration rights of holders of old notes under the registration rights agreement, which will terminate upon the consummation of the exchange offers.	
 
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The new notes will evidence the same indebtedness as the old notes, which they replace, and will be issued under, and be entitled to the benefits of, the same indenture that authorized the issuance of the old notes. As a result, the old and new notes of each series of notes will be treated as a single class of debt securities under the indenture.
As of the date of this prospectus, $800,000,000 in aggregate principal amount of the old 2015 notes, $1,500,000,000 in aggregate principal amount of the old 2017 notes, $2,000,000,000 in aggregate principal amount of the old 2022 notes, and $1,500,000,000 in aggregate principal amount of the old 2042 notes are outstanding. Cede & Co., as nominee for The Depository Trust Company (“DTC”), is the registered owner of the old notes. Solely for reasons of administration, we have fixed the close of business on                      , 2012 as the record date for the exchange offers for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. There will be no fixed record date for determining holders of the old notes entitled to participate in the exchange offers.
In connection with the exchange offers, neither the General Corporation Law of the State of Delaware nor the indenture governing the notes gives you any appraisal or dissenters’ rights nor any other right to seek monetary damages in court. We intend to conduct the exchange offers in accordance with the provisions of the registration rights agreement and the applicable requirements of the Exchange Act and the related SEC rules and regulations.
For all relevant purposes, we will be regarded as having accepted properly tendered old notes if and when we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the surrendering holders of old notes for the purposes of receiving the new notes from us.
If you tender old notes in the exchange offers, you will not be required to pay brokerage commissions or fees. In addition, subject to the instructions in the letter of transmittal, you will not have to pay transfer taxes for the exchange of old notes. We will pay all charges and expenses, other than certain applicable taxes described under “—Fees and Expenses” below.
By executing or otherwise becoming bound by the letter of transmittal, you will be making the representations described under “—Representations on Tendering Old Notes” below.
Expiration Date; Extensions; Amendments
The “expiration date” is 5:00 p.m., New York City time, on                      , 2012, unless we, in our sole discretion, extend an exchange offer, in which case the expiration date is the latest date and time to which we extend such exchange offer.
In order to extend an exchange offer, we will:
 
 	•	 	notify the exchange agent of any extension by oral or written notice; and	
 
 	•	 	issue a press release or other public announcement that will include disclosure of the approximate number of old notes deposited; such press release or announcement will be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.	
We expressly reserve the right:
 
 	•	 	to delay accepting any old notes, but only to the extent that such delay is the result of an extension of such exchange offer and permitted by Rule 14e-1 promulgated under the Exchange Act;	
 
 	•	 	to extend the exchange offers; or	
 
 	•	 	if, in the opinion of our counsel, the consummation of an exchange offer would violate any law or interpretation of the staff of the SEC, to terminate or amend such exchange offer by giving oral or written notice to the exchange agent.	
 
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Any delay in acceptance, extension, termination or amendment will be followed as soon as practicable by a press release or other public announcement. We may terminate or amend the exchange offer for each series independently. If an exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement that will be distributed to the holders. We will also extend such exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise expire during the five- to ten-business-day period following such amendment.
We will have no obligation to publish, advertise, or otherwise communicate any public announcement of any delay, extension, amendment or termination that we may choose to make, other than by making a timely release to an appropriate news agency.
Interest on the New Notes
The new 2015 notes will accrue interest on the same terms as the old 2015 notes, i.e. , at the rate of 1.950% per year from the most recent date to which interest has been paid, or if no interest has been paid, from March 12, 2012, payable semi-annually in arrears on March 5 and September 5 of each year, with the next interest payment date being March 5, 2013.
The new 2017 notes will accrue interest on the same terms as the old 2017 notes, i.e. , at the rate of 2.950% per year from the most recent date to which interest has been paid, or if no interest has been paid, from March 12, 2012, payable semi-annually in arrears on May 1 and November 1 of each year, with the next interest payment date being May 1, 2013.
The new 2022 notes will accrue interest on the same terms as the old 2022 notes, i.e. , at the rate of 4.300% per year from the most recent date to which interest has been paid, or if no interest has been paid, from March 12, 2012, payable semi-annually in arrears on April 1 and October 1 of each year, with the next interest payment date being April 1, 2013.
The new 2042 notes will accrue interest on the same terms as the old 2042 notes, i.e. , at the rate of 5.875% per year from the most recent date to which interest has been paid, or if no interest has been paid, from March 12, 2012, payable semi-annually in arrears on May 1 and November 1 of each year, with the next interest payment date being May 1, 2013.
Resale of the New Notes
We believe that you may resell the new notes to the public without registration under the Securities Act and without delivering a prospectus that satisfies the requirements of the Securities Act, if you can make the three representations set forth above under “Prospectus Summary—Summary of the Exchange Offers—Procedures for Participating in the Exchange Offers.” However, if you intend to participate in a distribution of the new notes, you must comply with the registration requirements of the Securities Act and deliver a prospectus, unless an exemption from registration is otherwise available. In addition, you cannot be an “affiliate,” as defined under Rule 405 of the Securities Act, of Phillips 66 or a broker-dealer tendering the old notes acquired directly from us for its own account. You are required to represent to us in the letter of transmittal accompanying this prospectus that you meet these conditions exempting you from the registration requirements.
We base our view on interpretations by the staff of the SEC in no-action letters issued to other issuers in exchange offers like ours. We have not, however, asked the SEC to consider these particular exchange offers in the context of a no-action letter. Therefore, you cannot be sure that the SEC will treat these exchange offers in the same way as it has treated others in the past. If our belief is wrong, or if you cannot truthfully make the representations described above, and you transfer any new note issued to you in the exchange offers without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption
 
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from such requirements, you could incur liability under the Securities Act. We are not indemnifying you for any such liability, and we will not protect you against any loss incurred as a result of any such liability under the Securities Act.
A broker-dealer that has purchased old notes for market-making or other trading activities has to deliver a prospectus in order to resell any new notes it has received for its own account in the exchange. This prospectus may be used by a broker-dealer to resell any of its new notes. In addition, a broker-dealer that has acquired the old notes for its own account as a result of market-making or other trading activities may participate in the exchange offers if it has not entered into any arrangement or understanding with us or any of our affiliates to distribute the new notes. We have agreed in the registration rights agreement to make this prospectus, and any amendment or supplement to this prospectus, available to any broker-dealer that requests copies in the letter of transmittal for a period of up to one year after the registration statement relating to these exchange offers is declared effective. See “Plan of Distribution” for more information regarding broker-dealers.
Procedures For Tendering
If you wish to tender old notes you must do the following:
 
 	•	 	properly complete, sign and date the letter of transmittal (or a facsimile of the letter of transmittal);	
 
 	•	 	have the signatures on the letter of transmittal (or facsimile) guaranteed if required by the letter of transmittal; and	
 
 	•	 	mail or deliver the letter of transmittal (or facsimile) together with your old notes and any other required documents to the exchange agent at the address appearing below under “—Exchange Agent” for receipt prior to 5:00 p.m., New York City time, on the expiration date.	
In addition, either:
 
 	•	 	certificates for such old notes must be received by the exchange agent along with the letter of transmittal;	
 
 	•	 	a timely confirmation of a book-entry transfer of the old notes into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer described below under “—Book-Entry Transfer,” must be received by the exchange agent prior to the expiration date; or	
 
 	•	 	you must comply with the procedures described below under “—Guaranteed Delivery Procedures.”	
In order for the tender to be effective, the exchange agent must receive the old notes, a completed letter of transmittal and all other required documents before 5:00 p.m., New York City time, on the expiration date.
All of the old notes were issued in book-entry form, and all of the old notes are currently represented by global certificates registered in the name of Cede & Co., the nominee of DTC. The exchange agent and DTC have confirmed that the old notes may be tendered using DTC’s Automated Tender Offer Program, or ATOP. The exchange agent will establish an account with DTC for purposes of each exchange offer promptly after the commencement of such exchange offer, and DTC participants may electronically transmit their acceptance of such exchange offer by causing DTC to transfer their old notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender old notes and that the participant has received and agrees to be bound by the terms of the letter of transmittal.
By using the ATOP procedures to exchange old notes, you will not be required to deliver a letter of transmittal to the exchange agent. You will, however, be bound by its terms just as if you had signed it.
The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk, and the delivery will be deemed made only when actually received or confirmed by the exchange agent.
 
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As an alternative to delivery by mail, you may wish to consider overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date. Do not send the letter of transmittal or any old notes to us. You may ask your broker, dealer, commercial bank, trust company or nominee to perform these transactions for you.
If you do not withdraw your tender of old notes prior to the expiration date, you will be regarded as agreeing to tender the new notes in accordance with the terms and conditions in the exchange offers.
If you are a beneficial owner of the old notes and your old notes are held through a broker, dealer, commercial bank, trust company or other nominee and you want to tender your old notes, you should contact your intermediary promptly and instruct it to tender the old notes on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a long time.
By tendering, you will make the representations described below under “—Representations on Tendering Old Notes.” In addition, each participating broker-dealer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”
Your tender and our acceptance of the tender will constitute the agreement between you and us set forth in this prospectus and in the letter of transmittal.
Signature on Letter Of Transmittal
Signatures on a letter of transmittal or a notice of withdrawal described below under “—Withdrawal of Tenders,” as the case may be, must generally be guaranteed by an eligible institution. You can submit the letter of transmittal without guarantee if you surrender your old notes (i) as a registered holder and you have not completed the box titled “Special Delivery Instruction” on the letter of transmittal or (ii) for the account of an eligible institution. If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be made by:
 
 	•	 	a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority;	
 
 	•	 	a commercial bank or trust company having an office or correspondent in the United States; or	
 
 	•	 	an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act that is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.	
If you sign the letter of transmittal even though you are not the registered holder of any old notes listed in the letter of transmittal, your old notes must be endorsed or accompanied by a properly completed bond power. The bond power must authorize you to tender the old notes on behalf of the registered holder and must be signed by the registered holder as the registered holder’s name appears on the old notes.
In connection with any surrender of old notes in definitive certificated form, if you sign the letter of transmittal or any old notes or bond powers in your capacity as trustee, executor, administrator, guardian, attorney-in-fact or officer of a corporation or if you are otherwise acting in a fiduciary or representative capacity, you should indicate this when signing. Unless waived by us, you must submit with the letter of transmittal evidence satisfactory to us of your authority to act in the particular capacity.
Acceptance of Tendered Old Notes
All questions as to the validity, form, acceptance, withdrawal and eligibility, including time of receipt of surrendered old notes, will be determined by us in our sole discretion, which will be final and binding.
 
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We reserve the absolute right:
 
 	•	 	to reject any and all old notes not properly tendered;	
 
 	•	 	to reject any old notes if our acceptance of them would, in the opinion of our counsel, be unlawful; and	
 
 	•	 	to waive any defects, irregularities or conditions of tender as to particular old notes.	
Unless waived, you must cure any defects or irregularities in connection with tenders of old notes within the time period we will determine. Although we intend to notify holders of defects or irregularities in connection with tenders of old notes, neither we, the exchange agent nor anyone else will be liable for failure to give such notice. Tenders of old notes will not be deemed to have been made until any defects or irregularities have been cured or waived.
We do not currently intend to acquire any old notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any old notes that are not tendered pursuant to the exchange offers. We reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date. To the extent permitted by applicable law, we also reserve the right in our sole discretion to purchase old notes in the open market, in privately negotiated transactions or otherwise. The terms of any future purchases or offers could differ from the terms of the exchange offers.
Representations on Tendering Old Notes
By surrendering old notes pursuant to the exchange offers, you will be telling us that, among other things,
 
 	•	 	you have full power and authority to surrender, sell, assign and transfer the old notes tendered;	
 
 	•	 	you are acquiring the new notes in the ordinary course of your business;	
 
 	•	 	you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of Phillips 66, or a broker-dealer tendering the old notes acquired directly from us for its own account;	
 
 	•	 	you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the new notes;	
 
 	•	 	you acknowledge and agree that if you are a broker-dealer registered under the Exchange Act or you are participating in the exchange offers for the purposes of distributing the new notes, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the new notes, and you cannot rely on the position of the SEC staff in their no-action letters;	
 
 	•	 	you understand that a secondary resale transaction described above and any resales of new notes obtained by you in exchange for old notes acquired by you directly from us should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC; and	
 
 	•	 	we will acquire good, marketable and unencumbered title to the old notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the old notes are accepted by us.	
If you are a broker-dealer and you will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of such new notes.
Return of Old Notes
If any tendered old notes are not accepted for any reason described here or if old notes are withdrawn or are submitted for a greater principal amount than you desire to exchange, those old notes will be returned, at our
 
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cost, to (i) the person who surrendered them or (ii) in the case of old notes surrendered by book-entry transfer, the exchange agent’s account at DTC. Any such old notes will be returned promptly to the tendering person or credited to an account maintained with DTC.
Book-Entry Transfer
The exchange agent will make a request to establish an account with respect to each series of old notes at DTC for purposes of facilitating the exchange offers within two business days after the date of this prospectus. Subject to the establishment of the account, any financial institution that is a participant in DTC’s systems may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at DTC, you must transmit the letter of transmittal with any required signature guarantees and any other required documents to the exchange agent at the address appearing below under “—Exchange Agent” for its receipt on or prior to the expiration date or pursuant to the guaranteed delivery procedures described below.
Guaranteed Delivery Procedures
If you wish to tender your old notes and (i) your old notes are not readily available so you cannot meet the expiration date deadline or (ii) you cannot deliver your old notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, you may still participate in the exchange offers if:
 
 	•	 	the tender is made through an eligible institution;	
 
 	•	 	prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing:	
 
 	¡   	 	the name and address of the holder, the certificate number(s) of the old notes, if applicable, and the principal amount of old notes tendered; and	
 
 	¡   	 	a statement that the tender is being made thereby;	
 
 	•	 	a guarantee that, within five New York Stock Exchange (“NYSE”) trading days after the expiration date, the letter of transmittal, together with the certificate(s) representing the old notes in proper form for transfer or a book-entry confirmation, and any other required documents, will be deposited by the eligible institution with the exchange agent; and	
 
 	•	 	the properly executed letter of transmittal, as well as the certificate(s) representing all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal are received by the exchange agent within five NYSE trading days after the expiration date.	
The exchange agent will send you a notice of guaranteed delivery upon your request if you wish to tender your old notes according to the guaranteed delivery procedures set forth above.
Withdrawal of Tenders
Except as otherwise provided in this prospectus, you may withdraw your tender of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date.
For a withdrawal to be effective:
 
 	•	 	the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address set forth below under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date; or	
 
 	•	 	for DTC participants, holders must comply with DTC’s standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC.	
 
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Any notice of withdrawal must:
 
 	•	 	specify the name of the person having deposited the old notes to be withdrawn;	
 
 	•	 	identify the old notes to be withdrawn, including the certificate number or numbers, if applicable, and principal amount of the old notes;	
 
 	•	 	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered; and	
 
 	•	 	specify the name in which the old notes are to be re-registered, if different from that of the withdrawing holder.	
We will determine in our sole discretion all questions as to the validity, form, eligibility and time of receipt of notices, and our determination shall be final and binding upon all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offers, and no new notes will be issued unless the old notes so withdrawn are validly re-tendered. Properly withdrawn old notes may be re-tendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.
Conditions
Despite any other term of the exchange offers, we will not be required to accept for exchange, or exchange the new notes for, any old notes, and we may terminate the exchange offers as provided in this prospectus before the acceptance of those old notes if, in our judgment, any of the following conditions has occurred or exists or has not been satisfied or waived prior to the expiration of the exchange offers:
 
 	•	 	any law, statute, rule or regulation is proposed, adopted or enacted, or the staff of the SEC interprets any existing law, statute, rule or regulation in a manner, which, in our reasonable judgment, would materially impair our ability to proceed with the exchange offers;	
 
 	•	 	any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offers that, in our reasonable judgment, would materially impair our ability to proceed with the exchange offers; or	
 
 	•	 	any governmental approval that we deem necessary for the consummation of the exchange offers has not been obtained.	
If we determine in our sole discretion that any of these conditions are not satisfied, we may:
 
 	•	 	refuse to accept any old notes and promptly return all tendered old notes to the tendering holders;	
 
 	•	 	extend the exchange offers and retain all old notes tendered prior to the expiration of the exchange offers, subject, however, to the rights of holders who tendered the old notes to withdraw their tendered old notes; or	
 
 	•	 	waive the unsatisfied conditions with respect to the exchange offers and accept all properly tendered old notes that have not been withdrawn. If that waiver constitutes a material change to the exchange offers, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders, and we will extend the exchange offers to the extent required by law.	
The conditions listed above are for our sole benefit, and we may assert these rights regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time and from time to time. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of these rights, and these rights will be deemed ongoing rights that may be asserted at any time and from time to time.
The exchange offers are not conditioned upon any minimum principal amount of old notes being submitted for exchange.
 
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Termination of Certain Rights
All registration rights under the registration rights agreement benefiting the holders of the old notes will terminate when we consummate the exchange offers. That includes all rights to receive additional interest in the event of a registration default under the registration rights agreement. In any case, we are under a continuing obligation, for a period of up to one year after the expiration date of these exchange offers, to use our commercially reasonable best efforts to keep the registration statement effective and to make this prospectus, and any amendment or supplement to this prospectus, available to any broker-dealer that requests copies in the letter of transmittal for use in a resale.
Exchange Agent
We have appointed The Bank of New York Mellon Trust Company, N.A. as the exchange agent for the exchange offers. You should direct any questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notice of guaranteed delivery to the exchange agent, addressed as follows:
By mail, hand or overnight courier:
The Bank of New York Mellon Trust Company, N.A., as Exchange Agent
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway —Reorganization Dept.
East Syracuse, NY 13057
Attention: Christopher Landers
By facsimile:
(615) 238-0575
Confirm by telephone:
(315) 414-3362
The Bank of New York Mellon Trust Company, N.A. also serves as trustee under the indenture governing the notes.
Fees and Expenses
We will pay for the expenses of the exchange offers. The principal solicitation for tenders of old notes is being made by mail. However, additional solicitation may be made by telegraph, facsimile transmission, e-mail, telephone or in person by our officers and regular employees.
We have not retained a dealer-manager in connection with the exchange offers and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offers. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with providing the services.
We will pay any transfer taxes applicable to the exchange of old notes. If, however, a transfer tax is imposed for any reason other than the exchange, then the amount of any transfer taxes will be payable by the person tendering the notes. If you do not submit satisfactory evidence of payment of taxes or of an exemption with the letter of transmittal, the amount of those transfer taxes will be billed directly to you.
Accounting Treatment
We will record the new notes at the same carrying value as the old notes as reflected in our accounting records on the date of exchange. Therefore, we will not recognize a gain or loss for accounting purposes.
 
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Consequence of Failure to Exchange
You do not have to participate in the exchange offers.     You should carefully consider whether to accept the terms and conditions of the exchange offers. We urge you to consult your financial and tax advisors in deciding what action to take with respect to the exchange offers.
Old notes that are not exchanged will remain “restricted securities” within the meaning of Rule 144(a)(3)(iii) of the Securities Act. Accordingly, they may not be offered, sold, pledged or otherwise transferred except:
 
 	•	 	so long as the old notes are eligible for resale under Rule 144A under the Securities Act, to a person who the seller reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A, purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;	
 
 	•	 	outside the U.S. to a foreign person in accordance with the requirements of Regulation S under the Securities Act;	
 
 	•	 	pursuant to an exemption from registration under the Securities Act provided by Rule 144, if available;	
 
 	•	 	pursuant to an effective registration statement under the Securities Act; or	
 
 	•	 	pursuant to another available exemption from the registration requirements of the Securities Act,	
in each case in accordance with all other applicable securities laws.
Additionally, we expect that, following the consummation of the exchange offers, the trading market for the old notes will be negatively affected because of the limited amount of old notes expected to remain outstanding. See “Risk Factors” for more information about the risks of not participating in the exchange offers.
 
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 DESCRIPTION OF NEW NOTES
We have summarized selected provisions of the new notes below. The new notes will be issued under the Indenture, dated as of March 12, 2012, among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines the rights of holders of the notes. A copy of the indenture has been filed with the SEC as an exhibit to the registration statement of which this prospectus forms a part and is available to you as set forth under “Where You Can Find More Information.”
In this summary description of the new notes and the indenture, unless we state otherwise or the context clearly indicates otherwise, all references to Phillips 66 mean Phillips 66 only and all references to Phillips 66 Company mean Phillips 66 Company only.
General
The 2015 notes will mature on March 5, 2015 and will bear interest at 1.950% per year. The 2017 notes will mature on May 1, 2017 and will bear interest at 2.950% per year. The 2022 notes will mature on April 1, 2022 and will bear interest at 4.300% per year. The 2042 notes will mature on May 1, 2042 and will bear interest at 5.875% per year. Interest on the notes of each series will accrue from March 12, 2012, or the latest date to which interest has been paid. In respect of each series of notes, Phillips 66:
 
 	•	 	will pay interest semiannually on March 5 and September 5 of each year for the 2015 notes with the next interest payment date being March 5, 2013; on May 1 and November 1 of each year for the 2017 notes with the next interest payment date being May 1, 2013; on April 1 and October 1 of each year for the 2022 notes with the next interest payment date being April 1, 2013; and on May 1 and November 1 of each year for the 2042 notes with the next interest payment date being May 1, 2013;	
 
 	•	 	will pay interest to the person in whose name a note is registered at the close of business on the February 20 or August 20, April 15 or October 15, March 15 or September 15, or April 15 or October 15 preceding the interest payment date with respect to the 2015 notes, the 2017 notes, the 2022 notes and the 2042 notes, respectively;	
 
 	•	 	will compute interest on the basis of a 360-day year consisting of twelve 30-day months;	
 
 	•	 	will make payments on the notes at the offices of the trustee and any paying agent; and	
 
 	•	 	may make payments by wire transfer for notes held in book-entry form or by check mailed to the address of the person entitled to the payment as it appears in the note register.	
Phillips 66 will issue the notes only in fully registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 above that amount.
Guarantee
Phillips 66 Company will fully and unconditionally guarantee on a senior unsecured basis the full and prompt payment of the principal of and any premium and interest on the notes when and as the payment becomes due and payable, whether at maturity or otherwise. The guarantee will provide that in the event of a default in the payment of principal of or any premium or interest on any of the notes, the holder of that note or the trustee may institute legal proceedings directly against Phillips 66 Company to enforce the guarantee without first proceeding against Phillips 66. The guarantee will rank equally with all of Phillips 66 Company’s other unsecured and unsubordinated debt from time to time outstanding. The obligations of Phillips 66 Company under its guarantee will be limited to the maximum amount as will result in the obligations of Phillips 66 Company under its guarantee not constituting a fraudulent transfer or conveyance.
 
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Optional Redemption
The notes will be redeemable at the option of Phillips 66, in whole or in part, at any time and from time to time, in principal amounts of $2,000 or any integral multiple of $1,000 above that amount for a redemption price equal to:
 
 	•	 	100% of the principal amount of the notes of that series to be redeemed; and	
 
 	•	 	a premium equal to the amount, if any, by which the sum of the present values of the Remaining Scheduled Payments on the notes being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, in the case of the 2015 notes, 35 basis points, in the case of the 2017 notes, 35 basis points in the case of the 2022 notes, and 45 basis points, in the case of the 2042 notes, exceeds the principal amount of the notes to be redeemed.	
In each case, Phillips 66 will pay accrued but unpaid interest to, but not including, the redemption date.
“ Treasury Rate ” means the rate per year equal to:
 
 	•	 	the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within three months before or after the maturity date for the applicable series of notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight-line basis rounding to the nearest month; or	
 
 	•	 	if that release, or any successor release, is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.	
The Treasury Rate will be calculated by Phillips 66 on the third business day preceding the redemption date.
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable series of notes. “Independent Investment Banker” means one of the Reference Treasury Dealers that we appoint.
“Comparable Treasury Price” means (a) the average of the Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all quotations obtained.
“Reference Treasury Dealer” means each of Citigroup Global Markets Inc. (and its successors), Credit Suisse Securities (USA) LLC (and its successors), J.P. Morgan Securities LLC (and its successors), RBS Securities Inc. (and its successors) and one other nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified from time to time by us. If, however, any of them shall cease to be a primary U.S. Government securities dealer, we will substitute another nationally recognized investment banking firm that is such a dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable
 
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Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer as of 3:30 p.m., New York time, on the third business day preceding the redemption date.
“Remaining Scheduled Payments” means the remaining scheduled payments of the principal of and interest on each note to be redeemed that would be due after the related redemption date but for such redemption. If the redemption date is not an interest payment date with respect to the note being redeemed, the amount of the next succeeding scheduled interest payment on the note will be reduced by the amount of interest accrued thereon to that redemption date.
We will mail notice of a redemption not less than 30 days nor more than 60 days before the redemption date to holders of notes to be redeemed.
If we redeem less than all the notes of a series, the trustee will select the particular notes of the series to be redeemed by lot or by another method determined by applicable depositary procedures. Unless there is a default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.
Except as described above, the notes will not be redeemable by Phillips 66 prior to maturity and will not be entitled to the benefit of any sinking fund or mandatory redemption provisions.
Ranking
The notes will constitute senior unsecured debt of Phillips 66 and will rank equally with each other series of notes and with the other senior unsecured debt of Phillips 66 from time to time outstanding; senior to its subordinated debt from time to time outstanding; and effectively junior to its secured debt and to all debt and other liabilities of its subsidiaries, other than Phillips 66 Company, from time to time outstanding. Phillips 66 Company’s guarantee of the notes will rank equally with all of its other unsecured and unsubordinated debt from time to time outstanding; senior to its subordinated debt from time to time outstanding; and effectively junior to its secured debt and to all debt and other liabilities of its subsidiaries from time to time outstanding. For information on other indebtedness, see “Description of Other Indebtedness.”
Phillips 66 conducts substantially all its operations through subsidiaries, and those subsidiaries generate substantially all of its operating income and cash flow. As a result, distributions or advances from those subsidiaries are the principal source of funds necessary to meet the debt service obligations of Phillips 66. Contractual provisions or laws, as well as the subsidiaries’ financial condition and operating requirements, may limit the ability of Phillips 66 to obtain cash from its subsidiaries that it requires to pay its debt service obligations, including any payments required to be made under the notes. Although Phillips 66 Company will own certain operating assets directly following the contribution, it will conduct a substantial portion of its operations through subsidiaries. Accordingly, contractual provisions or laws, as well as its subsidiaries’ financial condition and operating requirements, may limit the ability of Phillips 66 Company to meet its obligations under its various guarantees, including its guarantee of the notes. The indenture does not contain any covenants or other provisions designed to protect holders of the notes if Phillips 66 or Phillips 66 Company participates in a highly leveraged transaction. The subsidiaries of Phillips 66 and Phillips 66 Company are legally distinct and have no obligations to pay amounts due on the indebtedness of Phillips 66 or Phillips 66 Company, or to make funds available for such payment. In addition, subsidiaries of Phillips 66 and Phillips 66 Company will be permitted under the terms of the indenture to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to Phillips 66 and Phillips 66 Company and the indenture does not contain provisions that give holders the right to require Phillips 66 or Phillips 66 Company to repurchase their securities in the event of a decline for any reason in the credit ratings of Phillips 66 or Phillips 66 Company, including as a result of a takeover, recapitalization or similar restructuring or otherwise. The agreements governing future indebtedness of our subsidiaries may not permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the notes when due.
 
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Restrictive Covenants
Limitation on Liens
Phillips 66 has agreed that it and its Principal Domestic Subsidiaries will issue, assume or guarantee Debt for borrowed money secured by a lien upon a Principal Property or shares of stock or Debt of any Principal Domestic Subsidiary only if the notes are secured equally and ratably with or prior to the Debt secured by that lien. If the notes are so secured, Phillips 66 has the option to secure any of its and its Subsidiaries’ other Debt or obligations equally and ratably with or prior to the Debt secured by the lien and, accordingly, equally and ratably with the notes. This covenant has exceptions that permit:
 
 	(a)	liens existing on the date Phillips 66 first issues the notes;	
 
 	(b)	liens on the property, assets, stock, equity or Debt of any entity existing at the time Phillips 66 or a Subsidiary acquires that entity or its property or at the time the entity becomes a Subsidiary or a Principal Domestic Subsidiary or at the time such entity is merged into or consolidated with Phillips 66 or any Subsidiary or at the time of a sale, lease or other disposition of the properties of an entity (or a division thereof) as an entirety or substantially as an entirety to Phillips 66 or a Subsidiary;	
 
 	(c)	liens on assets either:	
 
 	•	 	existing at the time of acquisition of the assets,	
 
 	•	 	securing all or any portion of the cost of acquiring, constructing, improving, developing or expanding such assets, or	
 
 	•	 	securing Debt incurred prior to, at the time of, or within 24 months after, the later of the acquisition, the completion of construction, improvement, development or expansion or the commencement of commercial operation of such assets, for the purpose (in the case of this bullet point) of either financing all or any part of the purchase price of such assets or financing all or any part of the cost of construction, improvement, development or expansion of any such assets;	
 
 	(d)	liens in favor of Phillips 66 or any Subsidiary;	
 
 	(e)	liens securing industrial development, pollution control or other revenue bonds issued or guaranteed by the United States of America, or any State, or any department, agency, instrumentality or political subdivision of either;	
 
 	(f)	liens on personal property, other than shares of stock or Debt of any Principal Domestic Subsidiary, securing loans maturing not more than one year from the date of the creation thereof;	
 
 	(g)	statutory liens or landlords’, carriers’, warehousemans’, mechanics’, suppliers’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings; and	
 
 	(h)	any extensions, substitutions, replacements or renewals of the above-described liens or any Debt secured by these liens provided that:	
 
 	•	 	such new lien shall be limited to all or part of the same property that secured the original lien, plus improvements on such property, and	
 
 	•	 	the principal amount of Debt secured by the new lien and not otherwise authorized by items (a) through (g) above or otherwise permitted does not materially exceed the principal amount of Debt so secured plus any premium or fee payable in connection with any such extension, substitution, replacement or renewal.	
In addition, without securing the notes as described above, Phillips 66 and its Principal Domestic Subsidiaries may issue, assume or guarantee Debt that this covenant would otherwise restrict in a total principal amount that, when added to all other outstanding Debt of Phillips 66 and its Principal Domestic Subsidiaries that
 
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this covenant would otherwise restrict and the total amount of Attributable Debt deemed outstanding for Sale/Leaseback Transactions, does not at any one time exceed a “basket” equal to 10% of Consolidated Adjusted Net Assets. When calculating this total principal amount, we exclude from the calculation Attributable Debt from Sale/Leaseback Transactions in connection with which Phillips 66 or a Subsidiary has purchased property or retired or defeased Debt as described in clause (b) below under “Limitation on Sale/Leaseback Transactions.”
The following type of transaction does not create “Debt” secured by “liens” within the meaning of this covenant: the mortgage or pledge of any property of Phillips 66 or any Subsidiary in favor of the United States or any State, or any department, agency, instrumentality or political subdivision of either, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute.
Limitation on Sale/Leaseback Transactions
Phillips 66 has agreed that it and any of its Principal Domestic Subsidiaries will enter into a Sale/Leaseback Transaction only if at least one of the following applies:
 
 	(a)	Phillips 66 or that Principal Domestic Subsidiary could incur Debt in a principal amount equal to the Attributable Debt for that Sale/Leaseback Transaction and, without violating the “Limitation on Liens” covenant, could secure that Debt by a lien on the property to be leased without equally and ratably securing the senior debt securities.	
 
 	(b)	Within a period commencing 12 months prior to the consummation of such Sale/Leaseback Transaction and ending 12 months after the consummation thereof, Phillips 66 or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction either:	
 
 	•	 	to the voluntary defeasance or retirement of any of the notes or any other debt securities issued under the indenture or any Funded Debt, or	
 
 	•	 	to the acquisition, construction, improvement or expansion of one or more Principal Properties.	
To the extent that any net proceeds are not applied for the purposes described in (b), such proceeds will be subject to the limitation described in (a). For purposes of these calculations, the net proceeds of the Sale/Leaseback Transaction means the net proceeds of the sale or transfer of the property leased in the Sale/Leaseback Transaction (or, if greater, the fair value of that property at the time of the Sale/Leaseback Transaction as determined by Phillips 66’s board of directors).
Reports
If Phillips 66 or Phillips 66 Company is subject to the requirements of Section 13 or 15(d) of the Exchange Act, Phillips 66 or Phillips 66 Company, as the case may be, shall file with the trustee, within 15 days after it files the same with the SEC, copies of the annual and quarterly reports and the information, documents and other reports (or such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that Phillips 66 or Phillips 66 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the indenture is qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), but not otherwise, Phillips 66 and Phillips 66 Company shall also comply with the provisions of the Trust Indenture Act Section 314(a). Delivery of such reports, information and documents to the trustee shall be for informational purposes only, and the trustee’s receipt thereof will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the compliance of Phillips 66 with any of its covenants under the indenture.
If Phillips 66 is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, Phillips 66 shall furnish to all holders of the notes and prospective purchasers of notes designated by the holders of the notes, promptly upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act.
 
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Consolidation, Merger and Sale of Assets
The indenture generally permits a consolidation or merger involving Phillips 66 or Phillips 66 Company. It also permits Phillips 66 or Phillips 66 Company, as applicable, to lease, transfer or dispose of all or substantially all of its assets. Each of Phillips 66 and Phillips 66 Company has agreed, however, that it will not consolidate with or merge into any entity (other than Phillips 66 or Phillips 66 Company, as applicable) or lease, transfer or dispose of all or substantially all of its assets to any entity (other than Phillips 66 or Phillips 66 Company, as applicable) unless:
 
 	•	 	it is the continuing corporation; or	
 
 	•	 	if it is not the continuing corporation, the resulting entity or transferee is organized and existing under the laws of any United States jurisdiction and assumes the performance of its covenants and obligations under the indenture and, in the case of Phillips 66, the due and punctual payments on the notes or, in the case of Phillips 66 Company, the performance of the related guarantee; and	
 
 	•	 	in either case, immediately after giving effect to the transaction, no default or event of default would occur and be continuing or would result from the transaction.	
Upon any such consolidation, merger or asset lease, transfer or disposition involving Phillips 66 or Phillips 66 Company, the resulting entity or transferee will be substituted for Phillips 66 or Phillips 66 Company, as applicable, under the indenture and the notes. In the case of an asset transfer or disposition other than a lease, Phillips 66 or Phillips 66 Company, as applicable, will be released from the indenture.
Events of Default
The following are events of default with respect to each series of the notes:
 
 	•	 	failure to pay interest on the notes of such series for 30 days when due;	
 
 	•	 	failure to pay principal of or any premium on the notes of such series when due;	
 
 	•	 	any other failure to redeem or purchase the notes of such series for 30 days when required;	
 
 	•	 	failure to comply with any covenant or agreement in the notes of such series or the indenture for 90 days after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding notes of such series; and	
 
 	•	 	specified events involving bankruptcy, insolvency or reorganization of Phillips 66 and Phillips 66 Company.	
A default under one series of the notes or any other debt securities issued by Phillips 66 will not necessarily be a default under another series of the notes. The trustee may withhold notice to the holders of the notes of any default or event of default (except in any payment on the notes) if the trustee considers it in the interest of the holders of the notes to do so.
If an event of default with respect to a series of notes occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding notes of such series may declare the principal of and all accrued and unpaid interest on the notes of such series to be due and payable. If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on the notes will become immediately due and payable without any action on the part of the trustee or any holder. The holders of a majority in principal amount of the outstanding notes of a series may in some cases rescind this accelerated payment requirement.
A noteholder of notes of any series may pursue any remedy under the indenture only if:
 
 	•	 	the holder gives the trustee written notice of a continuing event of default with respect to the notes of such series;	
 
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 	•	 	the holders of at least 25% in principal amount of the outstanding notes of such series make a written request to the trustee to pursue the remedy;	
 
 	•	 	the holders offer to the trustee indemnity satisfactory to the trustee against any loss, liability or expense;	
 
 	•	 	the trustee does not comply with the request within 60 days after receipt of the request and offer of indemnity; and	
 
 	•	 	during that 60-day period, the holders of a majority in principal amount of the notes of such series do not give the trustee a direction inconsistent with the request.	
This provision does not, however, affect the right of a holder of a note to sue for enforcement of any overdue payment.
In most cases, holders of a majority in principal amount of the outstanding notes of a series may direct the time, method and place of:
 
 	•	 	conducting any proceeding for any remedy available to the trustee; and	
 
 	•	 	exercising any trust or power conferred on the trustee relating to or arising as a result of an event of default with respect to the notes of such series.	
The indenture requires Phillips 66 and Phillips 66 Company to file each year with the trustee a written statement as to their compliance with the covenants contained in the indenture.
Modification and Waiver
The indenture may be amended or supplemented with respect to the notes of any series if the holders of a majority in principal amount of the outstanding notes of a series that are affected by the amendment or supplement consent to it. Without the consent of the holder of each note affected, however, no modification may:
 
 	•	 	reduce the amount of notes whose holders must consent to an amendment, supplement or waiver;	
 
 	•	 	reduce the rate of or change the time for payment of interest on the note;	
 
 	•	 	reduce the principal of the note or change its stated maturity;	
 
 	•	 	reduce any premium payable on the redemption of the note or change the time at which the note may be redeemed;	
 
 	•	 	make payments on the note payable in currency other than as originally stated in the note;	
 
 	•	 	impair the holder’s right to institute suit for the enforcement of any payment on or with respect to the note;	
 
 	•	 	make any change in the percentage of principal amount of notes of any series necessary to waive compliance with certain provisions of the indenture applicable to such series or to make any change in the provision related to modification; or	
 
 	•	 	waive a continuing default or event of default regarding any payment on the notes.	
The indenture may be amended or supplemented or any provision of the indenture may be waived without the consent of any holders of debt securities issued under the indenture in certain circumstances, including:
 
 	•	 	to cure any ambiguity, omission, defect or inconsistency;	
 
 	•	 	to provide for the assumption of the obligations under the indenture of Phillips 66 or Phillips 66 Company by a successor upon any merger, consolidation or asset transfer permitted under the indenture;	
 
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 	•	 	to provide for uncertificated debt securities in addition to or in place of certificated debt securities or to provide for the issuance of bearer debt securities (with or without coupons);	
 
 	•	 	to provide any security for, any guarantees of or any additional obligors on any series of notes or the related guarantee;	
 
 	•	 	to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act;	
 
 	•	 	to add covenants that would benefit the holders of any series of notes or to surrender any rights Phillips 66 or Phillips 66 Company has under the indenture;	
 
 	•	 	to add events of default with respect to any series of notes; and	
 
 	•	 	to make any change that does not adversely affect any outstanding notes of any series in any material respect.	
The holders of a majority in principal amount of the outstanding notes of any series may waive any existing or past default or event of default with respect to the notes of such series. Those holders may not, however, waive any default or event of default in any payment on the notes or compliance with a provision that cannot be amended or supplemented without the consent of each holder affected.
Discharge
We may be discharged from our obligations under the indenture with respect to one or more series of notes when:
 
 	•	 	all outstanding notes of such series theretofore authenticated and issued (other than destroyed, lost or stolen notes that have been replaced or paid) have been delivered to the Trustee for cancellation; or	
 
 	•	 	all outstanding notes of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their stated maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of Phillips 66,	
and, in the case of clause (i), (ii) or (iii) above, Phillips 66 or Phillips 66 Company has irrevocably deposited or caused to be deposited with the trustee as funds (immediately available to the holders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) government obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the trustee, to pay and discharge the entire indebtedness on the notes of such series for principal and interest to the date of such deposit (in the case of notes that have become due and payable) or for principal, premium, if any, and interest to the stated maturity or redemption date, as the case may be.
We will be required to deliver to the trustee an officer’s certificate stating that all conditions precedent to satisfaction and discharge of the indenture with respect to the notes of such series have been complied with, together with an opinion of counsel to the same effect.
Defeasance
When we use the term defeasance, we mean discharge from some or all of our obligations under the indenture with respect to one or more series of notes. If any combination of funds or government securities are deposited with the trustee under the indenture sufficient to make payments on the notes of any series on the dates those payments are due and payable, then, at Phillips 66’s option, either of the following will occur:
 
 	•	 	Phillips 66 and Phillips 66 Company will be discharged from their obligations with respect to the notes of such series and the related guarantee (“legal defeasance”); or	
 
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 	•	 	Phillips 66 and Phillips 66 Company will no longer have any obligation to comply with the restrictive covenants, the merger covenant and other specified covenants under the indenture with respect to such series, and the related events of default will no longer apply (“covenant defeasance”).	
If the notes of any series are defeased, the holders of the notes of such series will not be entitled to the benefits of the indenture, except for obligations to register the transfer or exchange of notes, replace stolen, lost or mutilated notes or maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance of any series, the obligation of Phillips 66 to pay principal, premium and interest on the notes of such series and Phillips 66 Company’s guarantee of the payments will also survive.
We will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the notes of the applicable series to recognize income, gain or loss for U.S. federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect.
Governing Law
New York law will govern the indenture and the notes.
Trustee
The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture. The Bank of New York Mellon and its affiliates perform certain commercial banking services for us for which they receive customary fees and are lenders under various outstanding credit facilities of Phillips 66 or its subsidiaries or affiliates.
If an event of default occurs under the indenture and is continuing, the trustee will be required to use the degree of care and skill of a prudent person in the conduct of that person’s own affairs. The trustee will become obligated to exercise any of its powers under the indenture at the request of any of the holders of the notes issued under the indenture only after those holders have offered the trustee indemnity satisfactory to it.
The indenture contains limitations on the right of the trustee, if it becomes a creditor of Phillips 66 or Phillips 66 Company, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee is permitted to engage in other transactions with Phillips 66 and Phillips 66 Company. If, however, it acquires any conflicting interest, it must eliminate that conflict or resign within 90 days after ascertaining that it has a conflicting interest and after the occurrence of a default under the indenture, unless the default has been cured, waived or otherwise eliminated within the 90-day period.
Paying Agents and Transfer Agents
The trustee will be appointed as paying agent and transfer agent for the notes. Payments on the notes will be made in U.S. dollars at the office of the trustee and any paying agent. At our option, however, payments may be made by wire transfer for notes held in book-entry form or by check mailed to the address of the person entitled to the payment as it appears in the security register.
Other
We will make all payments on the notes without withholding or deducting any taxes or other governmental charges imposed by a United States jurisdiction, unless we are required to do so by applicable law. A holder of the notes may, however, be subject to U.S. federal income taxes, and taxes may be withheld on certain payments on the notes, as described under the caption “Material United States Federal Tax Considerations for Non-U.S. Holders.” If we are required to withhold taxes, we will not pay any additional, or gross up, amounts with respect to the withholding or deduction.
We may at any time purchase notes on the open market or otherwise at any price. We will surrender all notes that we redeem or purchase to the trustee for cancellation. We may not reissue or resell any of these notes.
 
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Book-Entry Delivery and Form
Except as set forth below, the new notes will be issued in registered, global form, which we may also refer to as the “Global Notes.”
The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC’s nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in DTC as described below. Beneficial interests in the Global Notes may be held through Euroclear and Clearstream (as indirect participants in DTC).
Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in registered, certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchanges of Global Notes for Certificated Notes.”
Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.
Depository Procedures
The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.
DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.
DTC has also advised us that, pursuant to procedures established by it:
 
 	(1)	upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and	
 
 	(2)	ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).	
Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) that are Participants. Euroclear and Clearstream may hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.
 
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The laws of some jurisdictions may require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.
Except as described below, owners of a beneficial interest in the Global Notes will not be entitled to have notes registered in their names, will not receive physical delivery of Certificated Notes and will not be considered the registered owners or “Holders” thereof under the indenture for any purpose.
Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the indenture. Under the terms of the indenture, Phillips 66, Phillips 66 Company and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither Phillips 66, Phillips 66 Company, the trustee nor any agent of any of them has or will have any responsibility or liability for:
 
 	(1)	any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or	
 
 	(2)	any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.	
DTC has advised us that its current practice, at the due date of any payment in respect of securities such as the notes, is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the notes as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee, Phillips 66 or Phillips 66 Company. Neither Phillips 66, Phillips 66 Company nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and Phillips 66, Phillips 66 Company and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.
Subject to the transfer restrictions set forth under “Notice to Investors,” transfers between Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.
 
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DTC has advised us that it will take any action permitted to be taken by a Holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for Certificated Notes, and to distribute such notes to its Participants.
Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of Phillips 66, Phillips 66 Company or the trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
Exchange of Global Notes for Certificated Notes
A Global Note is exchangeable for Certificated Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000, if:
 
 	(1)	DTC (a) notifies Phillips 66 that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and in either event Phillips 66 fails to appoint a successor depositary within 90 days;	
 
 	(2)	there has occurred and is continuing an Event of Default and DTC notifies the trustee of its decision to exchange the Global Note for Certificated Notes; or	
 
 	(3)	Phillips 66 determines not to have the notes represented by a Global Note.	
Beneficial interests in a Global Note may also be exchanged for Certificated Notes in the other limited circumstances permitted by the indenture, including if an affiliate of ours acquires such interests. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the restrictive legend referred to in “Notice to Investors,” unless that legend is not required by applicable law.
Exchange of Certificated Notes for Global Notes
Certificated Notes may not be exchanged for beneficial interests in any Global Note.
Same-Day Settlement and Payment
Phillips 66 will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. Phillips 66 will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address. The notes represented by the Global Notes are expected to be eligible to trade in DTC’s same-day funds settlement system, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.
Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be
 
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reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.
Glossary
“ Attributable Debt ” means the present value of the rental payments during the remaining term of the lease included in the Sale/Leaseback Transaction. To determine that present value, we use a discount rate equal to the lease rate of the Sale/Leaseback Transaction. For these purposes, rental payments do not include any amounts required to be paid for taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights. In the case of any lease that the lessee may terminate by paying a penalty, if the net amount (including payment of the penalty) would be reduced if the lessee terminated the lease on the first date that it could be terminated, then this lower net amount will be used.
“ Consolidated Adjusted Net Assets ” means the total amount of assets of Phillips 66 and its consolidated subsidiaries less:
 
 	•	 	all current liabilities (excluding liabilities that are extendable or renewable at Phillips 66’s option to a date more than 12 months after the date of calculation and excluding current maturities of long-term debt); and	
 
 	•	 	total prepaid expenses and deferred charges.	
Phillips 66 will calculate its Consolidated Adjusted Net Assets based on its most recent quarterly balance sheet.
“ Debt ” means all notes, bonds, debentures or other similar evidences of debt for money borrowed.
“ Funded Debt ” means all Debt (including Debt incurred under any revolving credit, letter of credit or working capital facility) that matures on or is renewable to a date more than one year after the date the Debt is originally incurred.
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization, or government or other agency, instrumentality or political subdivision thereof or other entity of any kind.
“ Principal Domestic Subsidiary ” means Phillips 66 Company and any Subsidiary (1) that has substantially all its assets in the United States, (2) that owns a Principal Property and (3) in which Phillips 66’s capital investment, together with any intercompany loans to that Subsidiary and any debt of that Subsidiary guaranteed by Phillips 66 or any other Subsidiary, exceeds $100 million.
“ Principal Property ” means any refinery or manufacturing plant located in the United States. This term excludes any refinery or plant that in the opinion of Phillips 66’s board of directors is not materially important to the total business conducted by Phillips 66 and its consolidated subsidiaries. This term also excludes any transportation or marketing facilities or assets.
“ Sale/Leaseback Transaction ” means any arrangement with any Person under which Phillips 66 or a Subsidiary leases any Principal Property that Phillips 66 or that Subsidiary has sold or transferred or will sell or transfer to that Person. This term excludes the following:
 
 	•	 	temporary leases, including renewals at the option of the lessee, for a term of not more than three years;	
 
 	•	 	intercompany leases;	
 
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 	•	 	leases of a Principal Property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the Principal Property; and	
 
 	•	 	arrangements under any provision of law with an effect similar to the former Section 168(f)(8) of the Internal Revenue Code of 1954.	
“ Subsidiary ” means an entity at least a majority of the outstanding voting stock of which is owned, directly or indirectly, by Phillips 66 or by one or more other Subsidiaries, or by Phillips 66 and one or more other Subsidiaries.
 
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 DESCRIPTION OF OTHER INDEBTEDNESS
We have entered into a revolving credit agreement, a term loan agreement, and a trade receivables securitization facility as described below. Although these agreements are currently effective, the obligations of the lenders to make loans thereunder are subject to satisfaction or waiver of certain conditions precedent. These conditions (the “funding conditions”) include, among others, compliance with debt rating requirements and compliance with the agreements’ financial covenants, accuracy of all representations and warranties, and absence of any default or event of default.
Revolving Credit Facility
Our revolving credit facility provides up to $4.0 billion of borrowing capacity and includes a sub-limit up to $300 million for same-day swing line advances and a sub-limit up to $300 million for letters of credit. In addition, our revolving credit facility contains an accordion feature that allows us to increase the available borrowing capacity under the facility to up to $5.0 billion, subject to the satisfaction of certain conditions, including the identification of lenders or proposed lenders that agree to satisfy the increased commitment amounts under the facility. Our revolving credit facility matures in April 2017, subject to up to two one-year extensions on a lender-by-lender basis. We have not borrowed under this facility. However, as of September 30, 2012, $51 million in letters of credit had been issued that were supported by this facility.
Borrowings under our revolving credit facility are available for general corporate purposes, including support of commercial paper issued or to be issued by Phillips 66 and its subsidiaries. Our revolving credit facility is unsecured, and loans thereunder (other than swing line loans) bear interest at our option at (A) in the case of U.S. Dollar loans, (i) the highest of (a) the average of the prime rate announced from time to time by Bank of America, N.A., Citibank, N.A., and JPMorgan Chase Bank, N.A., (b) a rate equal to the average of the overnight federal funds rate with a maturity of one day plus a margin of 0.50 percent and (c) the one-month Eurodollar rate, which is based on the London Interbank Offered Rate (“LIBOR”) plus 1.00 percent, each of which is subject to a margin that varies from 0.125 percent to 0.875 percent per annum, according to our senior unsecured long-term debt ratings as determined from time to time by S&P and Moody’s, or (ii) the Eurodollar rate plus a margin that varies from 1.125 percent to 1.875 percent per annum, according to our senior unsecured long-term debt ratings, or (B) in the case of alternate currency loans, the Eurocurrency rate, which is based on the rates offered to the reference lenders for deposits in the applicable currency, for such alternate currency plus a margin that varies from 1.125 percent to 1.875 percent per annum, according to our senior unsecured long-term debt ratings. The unused portion of the credit facility is subject to commitment fees of 0.150 percent to 0.30 percent per annum, according to our senior unsecured long-term debt ratings.
Additionally, our revolving credit facility contains various covenants and restrictive provisions that limit our non-guarantor subsidiaries’ ability to incur additional indebtedness; our ability to consolidate or merge with another entity in a transaction in which we are not the survivor unless such surviving entity is investment grade or transfer or lease all or substantially all of our assets; and our and our subsidiaries’ ability to incur liens and engage in certain types of transactions with affiliates. If we fail to perform our obligations under these and other covenants, the revolving credit commitment could be terminated and any outstanding borrowings, together with accrued interest, under the revolving credit facility could be declared immediately due and payable. Our revolving credit facility also has, in addition to customary events of default, cross default provisions that apply to any other indebtedness we may have with an outstanding principal amount in excess of $150 million in the aggregate.
The revolving credit facility agreement contains a financial covenant that provides that our consolidated net debt may not exceed 60 percent of our total capitalization as of the last day of any fiscal quarter.
Term Loan Facility
We borrowed $2.0 billion under a term loan facility with a three-year term expiring in April 2015. The term loan is subject to amortization in amounts of $572 million in April 2013, $714 million in April 2014, and $714 million on the maturity date.
 
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Borrowings under our term loan facility provided financial support for the separation and for general corporate purposes of Phillips 66 and its subsidiaries, including payment of special payments and distributions by Phillips 66 and its subsidiaries to ConocoPhillips or any of its subsidiaries, and payments of transaction fees, costs and expenses associated with the separation and the term loan facility and the revolving credit facility. Our term loan facility is unsecured, and the loan thereunder bears interest at our option at (i) the highest of (a) the average of the prime rate announced from time to time by Bank of America, N.A., Citibank, N.A., and JPMorgan Chase Bank, N.A., (b) a rate equal to the average of the overnight federal funds rate with a maturity of one day plus a margin of 0.50 percent and (c) the one-month Eurodollar rate which is based on LIBOR plus 1.00 percent, each of which is subject to a margin that varies from 0.125 percent to 0.875 percent per annum, according to our senior unsecured long-term debt ratings as determined from time to time by S&P and Moody’s, or (ii) the Eurodollar rate plus a margin that varies from 1.125 percent to 1.875 percent per annum, according to our senior unsecured long-term debt ratings.
Additionally, our term loan facility contains various covenants and restrictive provisions that limit our non-guarantor subsidiaries’ ability to incur additional indebtedness; our ability to consolidate or merge with another entity in a transaction in which we are not the survivor unless such surviving entity is investment grade or transfer or lease all or substantially all of our assets; and our and our subsidiaries’ ability to incur liens and engage in certain types of transactions with affiliates. If we fail to perform our obligations under these and other covenants, the term commitment could be terminated and any outstanding borrowings, together with accrued interest, under the term loan facility could be declared immediately due and payable. Our term loan facility also has, in addition to other customary events of default, cross default provisions that apply to any other indebtedness we may have with an outstanding principal amount in excess of $150 million in the aggregate.
The term loan agreement contains a financial covenant that provides that our consolidated net debt may not exceed 60 percent of our total capitalization as of the last day of any fiscal quarter.
Trade Receivables Securitization Facility
We have a bankruptcy-remote, wholly-owned subsidiary that is a party to a trade receivables securitization facility with an aggregate borrowing capacity of $1.2 billion and a three-year term. As of September 30, 2012, no amount had been drawn under the facility. However, $166 million in letters of credit had been issued that were supported by the facility.
Commercial Paper Program
Phillips 66 intends to utilize a commercial paper program to fund short-term working capital needs. Our revolving credit facility would support any utilization of the planned commercial paper program.
 
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 PLAN OF DISTRIBUTION
We are not using any underwriters for the exchange offers. We are also bearing the expenses of the exchange.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of any new notes received in exchange for old notes acquired by such broker-dealer as a result of market-making or other trading activities. Each such broker-dealer that receives new notes for its own account in exchange for such old notes pursuant to the exchange offers must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of such new notes. We have agreed that for a period of up to one year after the registration statement is declared effective, we will use our commercially reasonable best efforts to keep the registration statement effective and will make this prospectus, as amended or supplemented, available to any such broker-dealer that requests copies of this prospectus in the letter of transmittal for use in connection with any such resale.
We will not receive any proceeds from any sale of new notes by broker-dealers or any other persons. New notes received by broker-dealers for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions:
 
 	•	 	in the over-the-counter market;	
 
 	•	 	in negotiated transactions;	
 
 	•	 	through the writing of options on the new notes; or	
 
 	•	 	a combination of such methods of resale.	
The new notes may be sold from time to time:
 
 	•	 	at market prices prevailing at the time of resale;	
 
 	•	 	at prices related to such prevailing market prices; or	
 
 	•	 	at negotiated prices.	
Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes.
Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offers in exchange for old notes acquired by such broker-dealer as a result of market-making or other trading activities and any broker-dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act. Any profit on these resales of new notes and any commissions or concessions received by any person may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
We have agreed to pay all expenses incident to our performance of, or compliance with, the registration rights agreement and will indemnify the holders of the old notes, including any broker-dealers, and certain parties related to these holders, against certain liabilities, including liabilities under the Securities Act, as set forth in the registration rights agreement.
 
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 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The exchange of old notes for new notes should not be treated as a taxable transaction for United States federal income tax purposes because the terms of the new notes should not be considered to differ materially in kind or in extent from the terms of the old notes. Rather, the new notes received by a holder of old notes should be treated as a continuation of such holder’s investment in the old notes. As a result, there should be no material United States federal income tax consequences to holders exchanging old notes for new notes. This conclusion is based upon the provisions of the United States Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and relevant authorities, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed above.
TO ENSURE COMPLIANCE WITH U.S. TREASURY CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT THE DISCUSSION HEREIN IS FOR GENERAL INFORMATION ONLY AND MAY NOT ADDRESS ALL TAX CONSIDERATIONS THAT MAY BE SIGNIFICANT TO YOU. THE DISCUSSION WAS WRITTEN ON THE UNDERSTANDING THAT IT MAY BE USED IN PROMOTING, MARKETING, AND RECOMMENDING (WITHIN THE MEANING OF CIRCULAR 230) THE TRANSACTIONS DISCUSSED HEREIN. THE DISCUSSION WAS NOT WRITTEN, AND IS NOT INTENDED, TO BE USED BY ANY PERSON, AND CANNOT BE USED BY ANY PERSON, FOR PURPOSES OF AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT AN INDEPENDENT TAX ADVISOR AS TO THE TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF THE NOTES BASED ON THE INVESTOR’S PARTICULAR CIRCUMSTANCES.
If you are considering an exchange of your old notes for the new notes, you should consult your own tax advisor(s) concerning the tax consequences arising under state, local, or foreign laws of such an exchange.
 LEGAL MATTERS
The validity of the offered securities will be passed upon for us by Bracewell & Giuliani LLP, Houston, Texas, our outside counsel.
 EXPERTS
The combined financial statements and schedule of Phillips 66 as of December 31, 2011 and 2010, and for each of the three years in the period ended December 31, 2011, included in Phillips 66’s Current Report on Form 8-K dated November 2, 2012, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such combined financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
 
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PROSPECTUS
                     , 2012

Offers to Exchange
up to $800,000,000 aggregate principal amount of new 1.950% Senior Notes due 2015
for all outstanding 1.950% Senior Notes due 2015 originally issued March 12, 2012,
up to $1,500,000,000 aggregate principal amount of new 2.950% Senior Notes due 2017
for all outstanding 2.950% Senior Notes due 2017 originally issued March 12, 2012,
up to $2,000,000,000 aggregate principal amount of new 4.300% Senior Notes due 2022
for all outstanding 4.300% Senior Notes due 2022 originally issued March 12, 2012, and
up to $1,500,000,000 aggregate principal amount of new 5.875% Senior Notes due 2042
for all outstanding 5.875% Senior Notes due 2042 originally issued March 12, 2012,

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 20.	Indemnification of Directors and Officers 	
Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer in his or her capacity as such, to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision shall not limit the liability of a director for (1) any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the DGCL for unlawful payment of dividends or stock purchases or redemptions, or (4) any transaction from which the director derived an improper personal benefit. Our Certificate of Incorporation provides that no director will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is not permitted under the DGCL, as now in effect or as amended.
Under Delaware law, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding: (1) if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; or (2) in the case of a criminal proceeding, if he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights that may be granted by Phillips 66’s Certificate of Incorporation or By-Laws, a vote of stockholders or disinterested directors, agreement or otherwise.
Under the DGCL, termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person is prohibited from being indemnified.
Phillips 66’s Certificate of Incorporation and By-Laws provide that, to the fullest extent authorized or permitted by the DGCL, as now in effect or as amended, Phillips 66 will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director or officer of Phillips 66, or by reason of the fact that Phillips 66’s director or officer is or was serving, at Phillips 66’s request, as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by us.
 
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Phillips 66 will indemnify such persons against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action if such person acted in good faith and in a manner reasonably believed to be in Phillips 66’s best interests and, with respect to any criminal proceeding, had no reason to believe their conduct was unlawful. A similar standard will be applicable in the case of derivative actions, except that indemnification will only extend to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and court approval will be required before there can be any indemnification where the person seeking indemnification has been found liable to us. Any amendment of this provision will not reduce Phillips 66’s indemnification obligations relating to actions taken before an amendment. Phillips 66 Company’s By-Laws have similar provisions.
We maintain insurance policies that insure our directors and officers and those of our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. The insurance provides coverage, subject to its terms and conditions, if Phillips 66 or Phillips 66 Company is unable ( e.g. , due to bankruptcy) or unwilling to indemnify the directors and officers for a covered wrongful act.
 
Item 21.	Exhibits and Financial Statement Schedules 	
(a) Exhibits

Exhibit
No.	  	 	 	Description	
			
  2.1	  	—	 	Separation and Distribution Agreement between ConocoPhillips and Phillips 66, dated as of April 26, 2012 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Phillips 66 with the SEC on May 1, 2012).	
			
  3.1	  	—	 	Amended and Restated Certificate of Incorporation of Phillips 66 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Phillips 66 with the SEC on May 1, 2012).	
			
  3.2	  	—	 	Amended and Restated By-Laws of Phillips 66 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Phillips 66 with the SEC on May 1, 2012).	
			
  4.1	  	—	 	Indenture, dated as of March 12, 2012, among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of senior debt securities of Phillips 66 (incorporated by reference to Exhibit 4.3 to Amendment No. 3 to the Registration Statement on Form 10 filed by Phillips 66 with the SEC on April 5, 2012; SEC File No. 001-35349).	
			
  5.1	  	—	 	Opinion of Bracewell & Giuliani LLP with respect to legality of the securities offered hereby.	
			
12.1	  	—	 	Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed by Phillips 66 with the SEC on November 1, 2012).	
			
23.1	  	—	 	Consent of Ernst & Young LLP.	
			
23.2	  	—	 	Consent of Bracewell & Giuliani LLP (contained in Exhibit 5.1).	
			
24.1	  	—	 	Powers of Attorney of directors and officers of Phillips 66 (included on the signature pages of the Registration Statement).	
			
25.1	  	—	 	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture.	
			
99.1	  		 	Form of Letter of Transmittal.	
			
99.2	  		 	Form of Notice of Guaranteed Delivery.	
			
99.3	  		 	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.	
			
99.4	  		 	Form of Broker’s Letter to Clients.	
 
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(b) Financial Statement Schedules are omitted because they are either not required, are not applicable or because equivalent information has been incorporated herein by reference or included in the financial statements, the notes thereto or elsewhere herein.
(c) There are no reports, opinions or appraisals included herein.
 
Item 22.	Undertakings 	
(a) Each undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
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(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by such undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and
(iv) any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.
(b) Each undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(e) Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 5, 2012.

Phillips 66	
		
By:	 	/s/ Greg G. Maxwell	
	 	Greg G. Maxwell
Executive Vice President and
Chief Financial Officer	
 
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POWER OF ATTORNEY
Each person whose signature appears below appoints Greg G. Maxwell, Paula A. Johnson and Michael L. Riggs, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer or both, as the case may be, of Phillips 66, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and all documents or instruments necessary or appropriate to enable Phillips 66 to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on November 5, 2012.

Signature	  	Title	
		
/s/ Greg C. Garland
Greg C. Garland	  	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	
		
/s/ Greg G. Maxwell
Greg G. Maxwell	  	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	
		
/s/ C. Doug Johnson
C. Doug Johnson	  	Vice President and Controller
(Principal Accounting Officer)	
		
/s/ J. Brian Ferguson
J. Brian Ferguson	  	Director	
		
/s/ William R. Loomis, Jr.
William R. Loomis, Jr.	  	Director	
		
/s/ John E. Lowe
John E. Lowe	  	Director	
		
/s/ Harold W. McGraw III
Harold W. McGraw III	  	Director	
		
/s/ Glenn F. Tilton
Glenn F. Tilton	  	Director	
		
/s/ Victoria J. Tschinkel
Victoria J. Tschinkel	  	Director	
		
/s/ Marna C. Whittington
Marna C. Whittington	  	Director	
 
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 5, 2012.

Phillips 66 Company	
		
By:	 	/s/ Greg G. Maxwell	
	 	Greg G. Maxwell
Executive Vice President and
Chief Financial Officer	
 
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Table of Contents
POWER OF ATTORNEY
Each person whose signature appears below appoints Greg G. Maxwell, Paula A. Johnson and Michael L. Riggs, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer or both, as the case may be, of Phillips 66 Company, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and all documents or instruments necessary or appropriate to enable Phillips 66 Company to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on November 5, 2012.

Signature	  	Title	
		
/s/ Greg C. Garland
Greg C. Garland	  	Chief Executive Officer
(Principal Executive Officer)	
		
/s/ Greg G. Maxwell
Greg G. Maxwell	  	Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	
		
/s/ C. Doug Johnson
C. Doug Johnson	  	Vice President and Controller
(Principal Accounting Officer)	
		
/s/ Paula A. Johnson
Paula A. Johnson	  	Director	
		
/s/ Brian R. Wenzel
Brian R. Wenzel	  	Director	
 
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Table of Contents
EXHIBIT INDEX

Exhibit
    No.	  	 	  	Description	
			
  2.1	  	—	  	Separation and Distribution Agreement between ConocoPhillips and Phillips 66, dated as of April 26, 2012 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Phillips 66 with the SEC on May 1, 2012).	
			
  3.1	  	—	  	Amended and Restated Certificate of Incorporation of Phillips 66 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Phillips 66 with the SEC on May 1, 2012).	
			
  3.2	  	—	  	Amended and Restated By-Laws of Phillips 66 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Phillips 66 with the SEC on May 1, 2012).	
			
  4.1	  	—	  	Indenture, dated as of March 12, 2012, among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of senior debt securities of Phillips 66 (incorporated by reference to Exhibit 4.3 to Amendment No. 3 to the Registration Statement on Form 10 filed by Phillips 66 with the SEC on April 5, 2012; SEC File No. 001-35349).	
			
  5.1	  	—	  	Opinion of Bracewell & Giuliani LLP with respect to legality of the securities offered hereby.	
			
12.1	  	—	  	Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed by Phillips 66 with the SEC on November 1, 2012).	
			
23.1	  	—	  	Consent of Ernst & Young LLP.	
			
23.2	  	—	  	Consent of Bracewell & Giuliani LLP (contained in Exhibit 5.1).	
			
24.1	  	—	  	Powers of Attorney of directors and officers of Phillips 66 (included on the signature pages of the Registration Statement).	
			
25.1	  	—	  	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture.	
			
99.1	  		  	Form of Letter of Transmittal.	
			
99.2	  		  	Form of Notice of Guaranteed Delivery.	
			
99.3	  		  	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.	
			
99.4	  		  	Form of Broker’s Letter to Clients.	

Exhibit 5.1

                     	 	Texas
New York
Washington, DC
Connecticut
Dubai
Kazakhstan
London	 	Bracewell & Giuliani LLP
711 Louisiana Street
Suite 2300
Houston, Texas
77002-2770
 
713.223.2300 Office
713.221.1212 Fax
 
bgllp.com	
November 5, 2012
Phillips 66
3010 Briarpark Drive
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as counsel to Phillips 66, a Delaware corporation (“ Phillips 66 ”), in connection with the preparation of a Registration Statement on Form S-4 (the “ Registration Statement ”) to be filed on the date hereof by Phillips 66 and Phillips 66 Company, a Delaware corporation (“ Phillips 66 Company ”), with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”), relating to offers to exchange (the “ Exchange Offers ”) (i) an aggregate principal amount of up to $800,000,000 of Phillips 66’s 1.950% Senior Notes due 2015 (the “ New 2015 Notes ”), which will have been registered under the Act, for an equal principal amount of Phillips 66’s outstanding 1.950% Senior Notes due 2015 (the “ Original 2015 Notes ”), (ii) an aggregate principal amount of up to $1,500,000,000 of Phillips 66’s 2.950% Senior Notes due 2017 (the “ New 2017 Notes ”), which will have been registered under the Act, for an equal principal amount of Phillips 66’s outstanding 2.950% Senior Notes due 2017 (the “ Original 2017 Notes ”), (iii) an aggregate principal amount of up to $2,000,000,000 of Phillips 66’s 4.300% Senior Notes due 2022 (the “ New 2022 Notes ”), which will have been registered under the Act, for an equal principal amount of Phillips 66’s outstanding 4.300% Senior Notes due 2022 (the “ Original 2022 Notes ”), and (iv) an aggregate principal amount of up to $1,500,000,000 of Phillips 66’s 5.875% Senior Notes due 2042 (the “ New 2042 Notes ” and together with the New 2015 Notes, the New 2017 Notes and the New 2022 Notes, the “ Exchange Notes ”), which will have been registered under the Act, for an equal principal amount of Phillips 66’s outstanding 5.875% Senior Notes due 2042 (the “ Original 2042 Notes ” and together with the Original 2015 Notes, the Original 2017 Notes and the Original 2022 Notes, the “ Original Notes ”). At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
The Original Notes were, and the Exchange Notes will be, issued under the Indenture, dated as of March 12, 2012 (the “ Indenture ”), among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”). The Exchange Notes will be unconditionally and irrevocably guaranteed (the “ Guarantee ”) as to payment of principal, premium, if any, and interest by Phillips 66 Company pursuant to the Indenture.

Phillips 66
November 5, 2012
Page 2
 
We have examined originals, or copies certified or otherwise identified, of (i) the Registration Statement; (ii) the Indenture; (iii) a specimen of the New 2015 Notes; (iv) a specimen of the New 2017 Notes; (v) a specimen of the New 2022 Notes; (vi) a specimen of the New 2042 Notes; (vii) corporate records of Phillips 66 and Phillips 66 Company, including minute books of Phillips 66 and Phillips 66 Company, as furnished to us by them; and (viii) such other instruments, documents and records as we have deemed necessary and relevant for the purposes hereof. We have relied upon certificates of officers of Phillips 66 and Phillips 66 Company and of public officials as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. In such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to authentic original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein. In making our examination of executed documents or documents to be executed, we have assumed that they constitute or will constitute valid, binding and enforceable obligations of all parties thereto other than Phillips 66 and Phillips 66 Company. We have also assumed that (i) the Indenture has been duly authorized, executed and delivered by the Trustee; (ii) the Exchange Notes will conform to the specimens thereof examined by us; and (iii) the Trustee’s certificates of authentication of the Exchange Notes will be manually signed by one of the Trustee’s authorized officers.
In connection with this opinion, we have assumed that:
(a) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective under the Act;
(b) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended;
(c) the Original Notes have been validly tendered and not withdrawn and have been received and accepted by Phillips 66 in accordance with the terms of the Exchange Offers as set forth in the Registration Statement; and
(d) the Exchange Notes have been duly executed, authenticated, issued and delivered upon consummation of the Exchange Offers in accordance with the terms of the Indenture and the Exchange Offers as set forth in the Registration Statement.

Phillips 66
November 5, 2012
Page 3
 
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Exchange Notes issued in exchange for Original Notes in accordance with the terms of the Exchange Offers as set forth in the Registration Statement will constitute legal, valid and binding obligations of Phillips 66, enforceable against Phillips 66 in accordance with its terms, and the Guarantee thereof will constitute a legal, valid and binding obligation of Phillips 66 Company, enforceable against Phillips 66 Company in accordance with its terms.
The foregoing opinion is based on and is limited to the General Corporation Law of the State of Delaware and the relevant contract law of the State of New York. We express no opinion as to any other laws, statutes, regulations or ordinances, including federal and state securities (or “blue sky”) laws. We are not admitted to practice law in the State of Delaware.
Our opinion that the Exchange Notes and the Guarantee are legal, valid and binding obligations of Phillips 66 or Phillips 66 Company is subject to (i) applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief and limitation of rights of acceleration, regardless of whether such enforceability is considered in a proceeding in equity or at law and (iii) limitations of rights to indemnification, exculpation and contribution which may be limited by applicable law or equitable principles. We also express no opinion regarding the effectiveness of any waiver of stay, extension or usury laws or of unknown future rights, and we express no opinion regarding severability provisions. We express no opinion as to the validity, binding effect or enforceability of any provisions of the Indenture, the Exchange Notes or the Guarantees that requires or relates to the payment of additional interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture. Further, we express no opinion with respect to the enforceability of provisions in the Exchange Notes or the Indenture with respect to waiver, delay, extension or omission of notice of enforcement of rights or remedies or waivers of defenses or waivers of benefits of stay, extension, moratorium, redemption, statutes of limitations or other nonwaivable benefits provided by operation of law. In addition, the enforceability of any exculpation, indemnification or contribution provisions contained in the Indenture may be limited by applicable law or public policy.
In connection with the foregoing opinion, we have also assumed that at the time of the issuance and delivery of the Exchange Notes there will not have occurred any change in law affecting the validity, binding character or enforceability of the Exchange Notes or the Guarantee and that the issuance and delivery of the Exchange Notes and the Guarantee, all of the terms of the Exchange Notes and the Guarantee and the performance by Phillips 66 and Phillips 66 Company of their respective obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over Phillips 66 or Phillips 66 Company and will not result in a default under or a breach of any agreement or instrument then binding upon Phillips 66 or Phillips 66 Company.

Phillips 66
November 5, 2012
Page 4
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

Very truly yours,	
		
	 	/s/ Bracewell & Giuliani LLP	
	 	Bracewell & Giuliani LLP	

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Phillips 66 for the registration of $5.8 billion in Senior Notes and to the incorporation by reference therein of our report dated March 1, 2012 (except Note 22, as to which the date is November 2, 2012) with respect to the combined financial statements and schedule of Phillips 66, included in its Current Report on Form 8-K dated November 2, 2012 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
November 5, 2012

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
¨ 	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)	

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

 
			
	 	95-3571558	
(Jurisdiction of incorporation
if not a U.S. national bank)	 	(I.R.S. employer
identification no.)	
		
400 South Hope Street
Suite 400
Los Angeles, California	 	90071	
(Address of principal executive offices)	 	(Zip code)	

Phillips 66
(Exact name of obligor as specified in its charter)

Delaware	 	45-3779385	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. employer
identification no.)	
Phillips 66 Company
(Exact name of obligor as specified in its charter)

Delaware	 	37-1652702	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. employer
identification no.)	
		
3010 Briarpark Drive
Houston, Texas	 	77042	
(Address of principal executive offices)	 	(Zip code)	

1.950% Senior Notes due 2015
2.950% Senior Notes due 2017
4.300% Senior Notes due 2022
5.875% Senior Notes due 2042
Guarantee of 1.950% Senior Notes due 2015
Guarantee of 2.950% Senior Notes due 2017
Guarantee of 4.300% Senior Notes due 2022
and Guarantee of 5.875% Senior Notes due 2042
(Title of the indenture securities)

 

1.	General information. Furnish the following information as to the trustee:	
 
 	(a)	Name and address of each examining or supervising authority to which it is subject.	

Name	  	Address	
Comptroller of the Currency
United States Department of the Treasury	  	Washington, DC 20219	
		
Federal Reserve Bank	  	San Francisco, CA 94105	
		
Federal Deposit Insurance Corporation	  	Washington, DC 20429	
 
 	(b)	Whether it is authorized to exercise corporate trust powers.	
Yes.
 
2.	Affiliations with Obligor.	
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
 
16.	List of Exhibits.	
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
 
 	1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).	
 
 	2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).	
 
 	3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).	
 
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 	4.	A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).	
 
 	6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).	
 
 	7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.	
 
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 2 nd day of November, 2012.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.	
		
By:	 	/s/ Alejandro Hoyos	
Name:	 	Alejandro Hoyos	
Title:	 	Associate	
 
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071
At the close of business June 30, 2012, published in accordance with Federal regulatory authority instructions.

 	  	Dollar Amounts 	 	
 	  	in Thousands 	 	
ASSETS	  				
		
Cash and balances due from depository institutions:	  				
Noninterest-bearing balances and currency and coin	  	 	825	  	
Interest-bearing balances	  	 	395	  	
Securities:	  				
Held-to-maturity securities	  	 	0	  	
Available-for-sale securities	  	 	644,459	  	
Federal funds sold and securities purchased under agreements to resell:	  				
Federal funds sold	  	 	66,300	  	
Securities purchased under agreements to resell	  	 	0	  	
Loans and lease financing receivables:	  				
Loans and leases held for sale	  	 	0	  	
Loans and leases, net of unearned income	  	 	0	  	
LESS: Allowance for loan and lease losses	  	 	0	  	
Loans and leases, net of unearned income and allowance	  	 	0	  	
Trading assets	  	 	0	  	
Premises and fixed assets (including capitalized leases)	  	 	6,696	  	
Other real estate owned	  	 	0	  	
Investments in unconsolidated subsidiaries and associated companies	  	 	0	  	
Direct and indirect investments in real estate ventures	  	 	0	  	
Intangible assets:	  				
Goodwill	  	 	856,313	  	
Other intangible assets	  	 	173,416	  	
Other assets	  	 	132,067	  	
	  	 	 	 	
Total assets	  	$	1,880,471	  	

1

					
LIABILITIES	  				
		
Deposits:	  				
In domestic offices	  	 	500	  	
Noninterest-bearing	  	 	500	  	
Interest-bearing	  	 	0	  	
Not applicable	  				
Federal funds purchased and securities sold under agreements to repurchase:	  				
Federal funds purchased	  	 	0	  	
Securities sold under agreements to repurchase	  	 	0	  	
Trading liabilities	  	 	0	  	
Other borrowed money:	  				
(includes mortgage indebtedness and obligations under capitalized leases)	  	 	0	  	
Not applicable	  				
Not applicable	  				
Subordinated notes and debentures	  	 	0	  	
Other liabilities	  	 	229,395	  	
Total liabilities	  	 	229,895	  	
Not applicable	  				
		
EQUITY CAPITAL	  				
		
Perpetual preferred stock and related surplus	  	 	0	  	
Common stock	  	 	1,000	  	
Surplus (exclude all surplus related to preferred stock)	  	 	1,121,520	  	
Not available	  				
Retained earnings	  	 	523,267	  	
Accumulated other comprehensive income	  	 	4,789	  	
Other equity capital components	  	 	0	  	
Not available	  				
Total bank equity capital	  	 	1,650,576	  	
Noncontrolling (minority) interests in consolidated subsidiaries	  	 	0	  	
Total equity capital	  	 	1,650,576	  	
	  	 	 	 	
Total liabilities and equity capital	  	 	1,880,471	  	
	  	 	 	 	
I, Karen Bayz, CFO and Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Karen Bayz             )                 CFO and Managing Director
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Troy Kilpatrick, President            )
Frank P. Sulzberger, MD              )             Directors (Trustees)
William D. Lindelof, MD             )
 
2

Exhibit 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
1.950% Senior Notes due 2015,
2.950% Senior Notes due 2017,
4.300% Senior Notes due 2022
and
5.875% Senior Notes due 2042
of
Phillips 66
Pursuant to the Prospectus dated             , 2012
 
THESE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2012 UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offers is:
The Bank of New York Mellon Trust Company, N. A.

By Mail:
The Bank of New York Mellon Trust Company, N.A. as Exchange Agent
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway – Reorganization Dept.
East Syracuse, New York 13057
Attention: Christopher Landers	 	By Facsimile:
(615) 238-0575
 
Confirm by Telephone:
(315) 414 -3362	 	By Hand:
The Bank of New York Mellon Trust Company, N.A. as Exchange Agent
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway – Reorganization Dept.
East Syracuse, New York 13057
Attention: Christopher Landers	 	By Overnight Courier:
The Bank of New York Mellon Trust Company, N.A. as Exchange Agent
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway – Reorganization Dept.
East Syracuse, New York 13057
Attention: Christopher. Landers	
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES PURSUANT TO THE EXCHANGE OFFERS MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD NOTES TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
Pursuant to the Prospectus dated             , 2012 (the “Prospectus”), Phillips 66 (the “Company”) is offering to exchange (i) an aggregate principal amount of up to $800,000,000 of its 1.950% Senior Notes due 2015 (the “old 2015 notes”) for a like principal amount of its 1.950% Senior Notes due 2015 (the “new 2015 notes”), (ii) an aggregate principal amount of up to $1,500,000,000 of its 2.950% Senior Notes due 2017 (the “old 2017 notes”) for a like principal amount of its 2.950% Senior Notes due 2017 (the “new 2017 notes”), (iii) an aggregate principal amount of up to $2,000,000,000 of its 4.300% Senior Notes due 2022 (the “old 2022 notes”) for a like
 
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principal amount of its 4.300% Senior Notes due 2022 (the “new 2022 notes”), and (iv) an aggregate principal amount of up to $1,500,000,000 of its 5.875% Senior Notes due 2042 (the “old 2042 notes” and, together with the old 2015 notes, the old 2017 notes and the old 2022 notes, the “Old Notes”) for a like principal amount of its 5.875% Senior Notes due 2042 (the “new 2042 notes” and, together with the new 2015 notes, the new 2017 notes and the new 2022 notes, the “New Notes”). This Letter of Transmittal is to be used by holders (“Holders”) of the Old Notes to receive the New Notes of the Company if: (i) certificates representing Old Notes are to be physically delivered to the exchange agent herewith by such Holder; (ii) tender of Old Notes is to be made by book-entry transfer to the exchange agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth under the caption “The Exchange Offers — Book-Entry Transfer” in the Prospectus; or (iii) tender of Old Notes is to be made according to the guaranteed delivery procedures set forth under the caption “The Exchange Offers — Guaranteed Delivery Procedures” in the Prospectus.
The undersigned hereby acknowledges receipt of the Prospectus. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Prospectus.
DTC participants that are accepting the exchange offers as set forth in the Prospectus and this Letter of Transmittal (which together constitute the “Exchange Offers”) must transmit their acceptance to DTC which will edit and verify the acceptance and execute a book-entry delivery to the exchange agent’s account at DTC. DTC will then send an agent’s message to the exchange agent for its acceptance. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of Transmittal by the participant identified in the agent’s message. By tendering Old Notes pursuant to the book-entry procedures established by DTC, the participant agrees to be bound by the terms of this Letter of Transmittal as if such participant had signed and physically delivered such document to the exchange agent.
Delivery of documents to DTC does not constitute delivery to the exchange agent.
If a Holder wishes to surrender Old Notes pursuant to the Exchange Offers and cannot meet the Expiration Date deadline, or cannot deliver the Old Notes, the Letter of Transmittal or any other documentation on time, then the Holder must surrender the Old Notes according to the guaranteed delivery procedures set forth under the caption “The Exchange Offers – Guaranteed Delivery Procedures” in the Prospectus. See Instruction 2.
 
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The undersigned should complete, execute and deliver this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offers.
 
TENDER OF OLD NOTES

					
     ¨	 	CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.	
		
     ¨	 	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:	

	 	Name of Tendering Institution:	 	 	

	 	DTC Account Number:	 	 	

	 	Transaction Code Number:	 	 	

     ¨	 	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:	

	 	Name(s) of Registered Holder(s):	 	 	

	 	Window Ticker Number (if any):	 	 	

	 	Date of Execution of Notice of Guaranteed Delivery:	 	 	

	 	Name of Eligible Institution that Guaranteed Delivery:	 	 	
 
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List below the Old Notes to which this Letter of Transmittal relates. The name(s) and address(es) of the registered Holder(s) should be printed, if not already printed below, exactly as they appear on the Old Notes tendered herewith. The Old Notes and the principal amount of Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes. If the space provided is inadequate, list the certificate number(s) and principal amount(s) on a separately executed schedule and affix the schedule to this Letter of Transmittal.
 
DESCRIPTION OF OLD NOTES

							
Name(s) and Address(es) of Registered
Holder(s)
(Please fill in if blank)
See Instruction 3	  	Certificate Number(s)*  	  	Aggregate Principal  
Amount
Represented**	  	Principal Amount  
Tendered**	
   Old 1.950% Senior Notes due 2015	

 	  	 	  	 	  	 	

   	  	Total Principal
Amount of Old 1.950%
Senior Notes due 2015	  	   	  	   	
   Old 2.950% Senior Notes due 2017	

 	  	 	  	 	  	 	

   	  	Total Principal
Amount of Old 2.950%
Senior Notes due 2017	  	   	  	   	
   Old 4.300% Senior Notes due 2022	

 	  	 	  	 	  	 	

   	  	Total Principal
Amount of Old 4.300%
Senior Notes due 2022	  	   	  	   	
   Old 5.875% Senior Notes due 2042	

 	  	 	  	 	  	 	

   	  	Total Principal
Amount of Old 5.875%
Senior Notes due 2042	  	   	  	   	
 
*	Need not be completed by Holders tendering by book-entry transfer.	
**	Unless otherwise specified, the entire aggregate principal amount represented by the Old Notes described above will be deemed to be tendered. See Instruction 4.	
 
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in its Prospectus, receipt of which is hereby acknowledged, and in accordance with this Letter of Transmittal (which together constitute the “Exchange Offers”), the principal amount of Old Notes indicated in the foregoing table entitled “Description of Old Notes” under the column heading “Principal Amount Tendered.”
Subject to, and effective upon, the acceptance for purchase of the principal amount of Old Notes tendered herewith in accordance with the terms and subject to the conditions of the Exchange Offers, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all of the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Company) with respect to such Old Notes, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) present such Old Notes and all evidences of transfer and authenticity to, or transfer ownership of, such Old Notes on the account books maintained by DTC to, or upon the order of, the Company, (ii) present such Old Notes for transfer of ownership on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offers as described in the Prospectus.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim, when the same are accepted by the Company. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or by the Company to be necessary or desirable to complete the sale, exchange, assignment and transfer of the Old Notes tendered hereby. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes and that neither the Holder of such Old Notes nor any such other person is an “affiliate”, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company or a broker-dealer tendering the Old Notes acquired directly from the Company for its own account.
The undersigned also acknowledges that these Exchange Offers are being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offers may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate,” within the meaning of Rule 405 under the provisions of the Securities Act, of the Company), provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such New Notes. The Company, however, does not intend to request the SEC to consider, and the SEC has not considered, the Exchange Offers in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offers as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If any Holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offers, such Holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the
 
-5-

registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes acquired as a result of market-making or other trading activities (a “Participating Broker-Dealer”), it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus (as amended or supplemented from time to time) in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, such Participating Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The Company has agreed that, subject to the provisions of the Registration Rights Agreement, dated March 12, 2012 among the Company, Phillips 66 Company, as guarantor, and the respective initial purchasers, the Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of New Notes received in exchange for Old Notes which were acquired by such Participating Broker-Dealer for its own account as a result of market-making or other trading activities, for a period ending 180 days after the Expiration Date or, if earlier, when a Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. In that regard, each Participating Broker-Dealer by tendering such Old Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading, such Participating Broker-Dealer will suspend the sale of New Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Company has given notice that the sale of the New Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the New Notes, it shall extend the 180-day period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of New Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when Participating Broker-Dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the New Notes or to and including the date on which the Company has given notice that the sale of New Notes may be resumed, as the case may be.
The undersigned understands that tenders of Old Notes may be withdrawn by written or facsimile transmission notice of withdrawal received by the exchange agent at any time prior to the Expiration Date. In the event of a termination of the Exchange Offers, the Old Notes tendered pursuant to the Exchange Offers will be returned to the tendering Holders promptly, at no cost, (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to the account maintained at DTC from which such Old Notes were delivered). If the waiver of an unsatisfied condition by the Company constitutes a material change to the Exchange Offers, the Company will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered Holders, and the Company will extend the Exchange Offers to the extent required by law.
The undersigned understands that the tender of Old Notes pursuant to any of the procedures set forth in the Prospectus and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Exchange Offers. The Company’s acceptance for exchange of Old Notes tendered pursuant to any of the procedures described in the Prospectus will constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions of the Exchange Offers. The undersigned recognizes that, under certain circumstances set forth in the prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.
All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.
 
-6-

The undersigned understands that the delivery and surrender of any Old Notes is not effective, and the risk of loss of the Old Notes does not pass to the exchange agent or the Company, until receipt by the exchange agent of this Letter of Transmittal, or a manually signed facsimile hereof, properly completed and duly executed, together with all accompanying evidences of authority and any other required documents in form satisfactory to the Company. All questions as to the validity, form, acceptance, withdrawal and eligibility, including time of receipt of surrendered Old Notes, will be determined by the Company in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly surrendered, to reject any Old Notes if acceptance of them would, in the opinion of the Company’s counsel, be unlawful and to waive any defects, irregularities or conditions of surrender as to particular Old Notes.
Unless waived, the undersigned must cure any defects or irregularities in connection with surrenders of Old Notes on or before the Expiration Date. Although the Company intends to notify Holders of defects or irregularities in connection with surrenders of Old Notes, neither the Company, the exchange agent nor anyone else will be liable for failure to give such notice. Surrenders of Old Notes will not be deemed to have been made until any defects or irregularities have been cured or waived.
Unless otherwise indicated herein under “Special Issuance Instructions,” the undersigned hereby requests that any Old Notes representing principal amounts not tendered or not accepted for exchange be issued in the name(s) of the undersigned (and in the case of Old Notes tendered by book-entry transfer, by credit to the account of DTC), and New Notes issued in exchange for Old Notes pursuant to the Exchange Offers be issued to the undersigned. Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” the undersigned hereby requests that any Old Notes representing principal amounts not tendered or not accepted for exchange and New Notes issued in exchange for Old Notes pursuant to the Exchange Offers be delivered to the undersigned at the address shown below the undersigned’s signature(s). In the event that the “Special Issuance Instructions” box or the “Special Delivery Instructions” box is, or both are, completed, the undersigned hereby requests that any Old Notes representing principal amounts not tendered or not accepted for purchase be issued in the name(s) of, certificates for such Old Notes be delivered to, and New Notes issued in exchange for Old Notes pursuant to the Exchange Offers be issued in the name(s) of, and be delivered to, the person(s) at the address(es) so indicated, as applicable. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” box or “Special Delivery Instructions” box to transfer any Old Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the principal amount of such Old Notes so tendered.
 
-7-

¨	CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD OLD NOTES IS AN AFFILIATE OF THE COMPANY.	
 
¨	CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD OLD NOTES TENDERED HEREBY IS A BROKER-DEALER WHO ACQUIRED SUCH NOTES DIRECTLY FROM THE COMPANY OR AN AFFILIATE OF THE COMPANY.	
 
¨	CHECK HERE AND COMPLETE THE LINES BELOW IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD OLD NOTES TENDERED HEREBY IS A BROKER-DEALER WHO ACQUIRED SUCH NOTES IN MARKET-MAKING OR OTHER TRADING ACTIVITIES. IF THIS BOX IS CHECKED, THE COMPANY WILL SEND 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO TO YOU OR SUCH BENEFICIAL OWNER AT THE ADDRESS SPECIFIED IN THE FOLLOWING LINES.	

Name:	  	 	
		
Address:	  	 	

-8-

									
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)	  		 	SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)	
 		 	
To be completed ONLY if Old Notes in a principal amount not tendered or not accepted for exchange are to be issued in the name of, or New Notes are to be issued in the name of, someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Old Notes” within this Letter of Transmittal.	  		 	To be completed ONLY if Old Notes in a principal amount not tendered or not accepted for exchange or New Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or to an address different from that shown in the box entitled “Description of Old Notes” within this Letter of Transmittal.	
 	 		 	 	
Issue:	  	¨   Old Notes
¨   New Notes
                    (check as applicable)	  		 	Issue:	 	¨   Old Notes
¨   New Notes
                    (check as applicable)	
 	 		 	 	
Name:	  	 	  		 	Name:	 	 	
 	  	(Please Print)	  		 		 	(Please Print)	
 	 		 	 	
Address:	  	 	  		 	Address:	 	 	
 	  	(Please Print)	  		 		 	( Please Print)	

( Zip Code)	  		 	( Zip Code)	

(Tax Identification or Social Security Number)
(See IRS Form W-9 herein)	  		 	(Tax Identification or Social Security Number)
(See IRS Form W-9 herein)	
 
-9-

 
PLEASE SIGN HERE
(To be completed by all tendering Holders of Old Notes
regardless of whether Old Notes are being physically delivered herewith)
This Letter of Transmittal must be signed by the registered Holder(s) exactly as name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as owner of Old Notes, or by the person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.

 	

Signature(s) of Registered Holder(s) or Authorized Signatory 
(See guarantee requirement below)	
		
Dated:	 	 	

Name(s):	 	 	

 	
(Please Print)	
		
Capacity (Full Title):	 	 	

Address:	 	 	

 	
(Including Zip Code)	
		
Area Code and Telephone Number:	 	 	
		
Tax Identification or Social Security Number:	 	 	
	 	(Complete Accompanying IRS Form W-9)	
SIGNATURE GUARANTEE
(IF REQUIRED—SEE INSTRUCTIONS 1 AND 5)

Authorized Signature	  	 	
		
Name of Firm	  	 	
	
[place seal here]	
 
-10-

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offers
1. Signature Guarantees. In the event that signatures on this letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be made by an eligible institution. As used herein and in the Prospectus, “eligible institution” means a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as “an eligible guarantor institution,” including (as such terms are defined therein) (1) a bank; (2) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association. Signatures on this Letter of Transmittal must be guaranteed by an eligible institution unless the Old Notes surrendered hereby are surrendered (i) by a registered Holder of Old Notes that has not completed the box titled “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an eligible institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Old Notes. This Letter of Transmittal is to be completed by Holders if (i) certificates representing Old Notes are to be physically delivered to the exchange agent herewith by such Holders; (ii) tender of Old Notes is to be made by book-entry transfer to the exchange agent’s account at DTC pursuant to the procedures set forth under the caption “The Exchange Offers — Book-Entry Transfer” in the Prospectus, or (iii) tender of Old Notes is to be made according to the guaranteed delivery procedures set forth under the caption “The Exchange Offers — Guaranteed Delivery Procedures” in the Prospectus. All physically delivered Old Notes, or a confirmation of a book-entry transfer into the exchange agent’s account at DTC of all Old Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the exchange agent at one of its addresses set forth on the cover page hereto on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Delivery of documents to DTC does not constitute delivery to the exchange agent.
If a Holder desires to tender Old Notes pursuant to the Exchange Offers and time will not permit this Letter of Transmittal, certificates representing such Old Notes and all other required documents to reach the exchange agent, or the procedures for book-entry transfer cannot be completed, on or prior to the Expiration Date, such Holder must tender such Old Notes pursuant to the guaranteed delivery procedures set forth under the caption “The Exchange Offers — Guaranteed Delivery Procedures” in the Prospectus. Pursuant to such procedures:
 
 	(i)	such tender must be made by or through an eligible institution,	
 
 	(ii)	prior to the Expiration Date, the exchange agent must receive from such eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Old Notes, the certificate number(s) of the Old Notes, if applicable, and the principal amount of Old Notes tendered, stating that the tender is being made thereby,	
 
 	(iii)	a guarantee that within five New York Stock Exchange (“NYSE”) trading days after the Expiration Date, this Letter of Transmittal (or facsimile hereof), together with the certificate(s) representing the Old Notes in proper form for transfer or a book-entry confirmation, and any other documents required by this Letter of Transmittal, will be deposited by the eligible institution with the exchange agent, and	
 
 	(iv)	a properly executed Letter of Transmittal, as well as the certificate(s) representing all surrendered Old Notes in proper form for transfer or book-entry confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the exchange agent within five NYSE trading days after the Expiration Date.	
Any Holder of Old Notes who wishes to tender his Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the exchange agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date. The exchange agent will send a notice of guaranteed delivery upon request if Old Notes are surrendered according to the guaranteed delivery procedures set forth above.
 
-11-

The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents, including delivery through DTC, is at the election and risk of the tendering Holder and, except as otherwise provided in this Instruction 2, delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, it is suggested that the Holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the exchange agent prior to such date.
No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or a facsimile thereof), waive any right to receive any notice of the acceptance of their Old Notes for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the principal amount represented by Old Notes should be listed on a separate signed schedule attached hereto.
4. Partial Tenders. (Not applicable to Holders who tender by book-entry transfer). If Holders wish to tender less than the entire principal amount evidenced by a Private Note submitted, such Holders must fill in the principal amount that is to be tendered in the “Principal Amount Tendered” column of the box entitled “Description of Old Notes” on page 4 of this Letter of Transmittal. The minimum permitted tender is $2,000 in principal amount of Old Notes. All other tenders must be in integral multiples of $1,000 in principal amount in excess thereof. In the case of a partial tender of Old Notes, as soon as practicable after the Expiration Date, new certificates for the remainder of the Old Notes that were evidenced by such Holder’s old certificates will be sent to such Holder, unless otherwise provided in the appropriate box on this Letter of Transmittal. The entire principal amount that is represented by Old Notes delivered to the exchange agent will be deemed to have been tendered, unless otherwise indicated.
5. Signatures on Letter of Transmittal, Instruments of Transfer and Endorsements. If this Letter of Transmittal is signed by the registered Holder(s) of the Old Notes tendered hereby, the signatures must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown as the owner of the Old Notes tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Old Notes.
If any of the Old Notes tendered hereby are registered in the name of two or more Holders, all such Holders must sign this Letter of Transmittal. If any of the Old Notes tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any certificates or bond powers or any Private Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person’s authority to so act must be submitted. Unless waived by the Company, such person must submit with this Letter of Transmittal evidence satisfactory to the Company of such person’s authority to act in the particular capacity.
When this Letter of Transmittal is signed by the registered Holder(s) of the Old Notes listed herein and transmitted hereby, no endorsements of Old Notes or separate instruments of transfer are required unless New Notes are to be issued, or Old Notes not tendered or exchanged are to be issued, to a person other than the registered Holder(s), in which case signatures on such Old Notes or instruments of transfer must be guaranteed by an eligible institution.
If this Letter of Transmittal is signed other than by the registered Holder of any Old Notes listed in this Letter of Transmittal, then such Old Notes must be endorsed or accompanied by a properly completed bond power. The bond power must authorize the party signing this Letter of Transmittal to tender the Old Notes on behalf of the registered Holder and must be signed by the registered Holder as the registered Holder’s name appears on the Old Notes. Signatures on such certificate(s) must be guaranteed by an eligible institution.
 
-12-

6. Special Issuance and Delivery Instructions. If certificates for New Notes or unexchanged or untendered Old Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes or such Old Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown herein, the appropriate boxes on this Letter of Transmittal should be completed. All Old Notes tendered by book-entry transfer and not accepted for payment will be returned by crediting the account at DTC designated herein as the account for which such Old Notes were delivered.
7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offers. If, however, New Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offers, the amount of any such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter of Transmittal.
8. Waiver of Conditions. The conditions of the Exchange Offers may be amended or waived by the Company in whole or in part at any time and from time to time in the Company’s sole discretion in the case of any Old Notes tendered.
9. IRS Form W-9. Each tendering owner of a Private Note (or other payee) is required to provide the exchange agent with a correct taxpayer identification number (“TIN”), generally the owner’s social security or federal employer identification number, and with certain other information, on IRS Form W-9, which is provided hereafter under “Important Tax Information,” and to certify that the owner (or other payee) is not subject to backup withholding. Failure to provide the information on IRS Form W-9 may subject the tendering owner (or other payee) to a $50 penalty imposed by the IRS and 28% federal income tax withholding. A Holder shall write “applied for” in the space provided in Part I of the form and complete the attached Certificate of Awaiting Taxpayer Identification Number if the Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. In such case, the exchange agent will withhold 28% until a TIN is provided to the exchange agent, and if the exchange agent is not provided with a TIN within 60 days, such amounts, if any, will be paid over to the IRS. A Holder who writes “applied for” in Part I in lieu of furnishing his or her TIN should furnish his or her TIN as soon as it is received. A non-U.S. Holder may qualify as an exempt recipient by submitting to the exchange agent a properly completed IRS Form W-8BEN, IRS Form W-8ECI or IRS Form W-8IMY, as applicable (which the exchange agent will provide upon request) signed under penalty of perjury, attesting to that Holder’s exempt status.
10. Broker-dealers Participating in the Exchange Offers. If no broker-dealer checks the last box on page 8 of this Letter of Transmittal, the Company has no obligation under the Registration Rights Agreement to allow the use of the Prospectus for resales of the New Notes by broker-dealers or to maintain the effectiveness of the Registration Statement of which the Prospectus is a part after the consummation of the Exchange Offers.
11. Irregularities. The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offers set forth in the Prospectus under the caption “The Exchange Offers” or any conditions or irregularity in any tender of Old Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other Holders.
 
-13-

The Company’s interpretation of the terms and conditions of the Exchange Offers (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, any employees, agents, affiliates or assigns of the Company, the exchange agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.
12. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.
13. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated on the front of this Letter of Transmittal for further instructions.
14. Requests for Assistance or Additional Copies. Any questions or requests for assistance or additional copies of the Prospectus, this Letter of Transmittal or the notice of guaranteed delivery may be directed to the exchange agent at the telephone numbers and location listed on the cover page of this Letter of Transmittal. A Holder or owner may also contact such Holder’s or owner’s broker, dealer, commercial bank or trust company or nominee for assistance concerning the Exchange Offers.
15. Incorporation of Letter of Transmittal. This Letter of Transmittal shall be deemed to be incorporated in any tender of Old Notes by any DTC participant effected through procedures established by DTC and, by virtue of such tender, such participant shall be deemed to have acknowledged and accepted this Letter of Transmittal on behalf of itself and the beneficial owners of any Old Notes so tendered. By tendering Old Notes pursuant to book-entry procedures established by DTC, the DTC participant agrees to be bound by the terms of this Letter of Transmittal as if such participant had signed and physically delivered such document to the exchange agent.
IMPORTANT: This Letter of Transmittal (or a facsimile hereof), together with certificates representing the Old Notes and all other required documents or the notice of guaranteed delivery, must be received by the exchange agent on or prior to the Expiration Date.
 
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IMPORTANT TAX INFORMATION
Under federal income tax law, an owner of Old Notes whose tendered Old Notes are accepted for exchange is required to provide the exchange agent with such owner’s current TIN on IRS Form W-9 below. If such owner is an individual, the TIN is his or her social security number. If the exchange agent is not provided with the correct TIN, the owner or other recipient of New Notes may be subject to a $50 penalty imposed by the IRS. In addition, any interest on New Notes paid to such owner or other recipient may be subject to 28% backup withholding tax.
Certain owners of Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that owner must submit to the exchange agent a properly completed IRS Form W-8ECI, W-8BEN, W-8EXP or W-8IMY (collectively, a “Form W-8”), signed under penalties of perjury attesting to that individual’s exempt status. Failure to provide the information required by Form W-8 may subject the tendering owner (or other payee) to a $50 penalty imposed by the IRS and 28% federal income tax withholding. A Form W-8 can be obtained from the exchange agent.
Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.
Purpose of IRS Form W-9
To prevent backup withholding the owner is required to notify the exchange agent with (i) the Holder’s correct TIN by completing the IRS Form W-9 provided herein, certifying (x) that the TIN provided on the IRS Form W-9 herein is correct (or that such Holder is awaiting a TIN), (y) that (A) the Holder is exempt from backup withholding, (B) the Holder has not been notified by the IRS that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or (C) the IRS has notified the Holder that the Holder is no longer subject to backup withholding, and (z) that the Holder is a U.S. person (including a U.S. resident alien), or (ii) if applicable, an adequate basis for exemption.
What Number to Give the Exchange Agent
The Holder is required to give the exchange agent the TIN (e.g., social security number or employer identification number) of the owner of the Old Notes. If the Old Notes are registered in more than one name or are not registered in the name of the actual owner, please consult the enclosed chart entitled “What Name and Number to Give the Request” on IRS Form W-9 for additional guidance on which number to report.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, EACH HOLDER IS HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL INCOME TAX ISSUES HEREIN IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY ANY HOLDER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON A HOLDER UNDER THE CODE; (B) SUCH DISCUSSION IS INCLUDED IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) EACH HOLDER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
 
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Form      W-9
(Rev. December 2011)
Department of the Treasury
Internal Revenue Service	 	Request for Taxpayer
Identification Number and Certification	 	Give Form to the
requester. Do not
send to the IRS.	
																													
Print or type
See
Specific Instructions
on page 2.
 	 	Name (as shown on your income tax return)
 	 	   	 	   	 	   	 	   	 	   	 	   	 	   	 	   	
	 	Business name/disregarded entity name, if different from above
 	 	   	 	   	 	   	 	   	 	   	 	   	 	   	
	 	Check appropriate box for federal tax classification:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	¨  Individual/sole proprietor	 	   ¨	 	C Corporation	 	 	 	   ¨	 	  S Corporation    	 	¨	 	Partnership    	 	¨	 	Trust/estate	
	 	 
¨  Limited liability company. Enter the tax classification (C = C corporation, S = S corporation, P = partnership)   u                                    
¨ Other (see instructions)   u
 	 	¨	 	Exempt payee

Address (number, street, and apt. or suite no.)

City, state, and ZIP code
 	 	   	 	 
    Requester’s name and address (optional)	
   	 	 
List account number(s) here (optional)

			
Part I	  	Taxpayer Identification Number (TIN)	

 
Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a, TIN on page 3.
 
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.	 		 		 		 		 		 		 		 		 		
	 	Social security number	
	 	 	 	 	 	–	 	 	 	–	 	 	 	 	 	 	 	 	
	 		
	 	Employer identification number	
	 	 	 	–	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
			
Part II	  	Certification	
Under penalties of perjury, I certify that:
 
1.	 	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and	
 
2.	 	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and	
 
3.	 	I am a U.S. citizen or other U.S. person (defined below).	
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgages interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here	  	Signature of
U.S. person   u 	    	Date   u 	
 
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Purpose of Form
A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA
Use Form W-9 only if you are a U.S. person including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
— An individual who is a U.S. citizen or U.S. resident alien,
— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,
— An estate (other than a foreign estate), or
— A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.
The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:
— The U.S. owner of a disregarded entity and not the entity,
— The U.S. grantor or other owner of a grantor trust and not the trust, and
— The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

 

					
	 	Cat. No. 10231X	 	Form W-9 (Rev. 12-2011)	

Form W-9 (Rev. 12-2011)	Page  2	

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.
Example. Article 20 of the U.S-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to clam an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester.
2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.
Also see Special rules for partnerships on page 1.
Updating Your Information
You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if
you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.
If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.
Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.
Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.
Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor. Partnership, C Corporation. S Corporation. Trust/estate).
Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.
 
Other entities. Enter your business name as shown on required Federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

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Form W-9 (Rev. 12-2011)	Page  3	

 
Exempt Payee
If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/disregarded entity name,” sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 40l(f)(2),
2. The United States or any of its agencies or instrumentalities,
3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or
5. An international organization or any of its agencies or instrumentalities,
Other payees that may be exempt from backup withholding include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,
9. A futures commission merchant registered with the Commodity Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or custodian, or
15. A trust exempt from tax under section 664 or described in section 4947.
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	 	THEN the payment is exempt for . . .	
Interest and dividend payments	 	All exempt payees except for 9	
Broker transactions	 	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.	
Barter exchange transactions and patronage dividends	 	Exempt payees 1 through 5	
Payments over $600 required to be reported and direct sales over $5,000 1	 	Generally, exempt payees 1 through 7 2	
 
1  	See Form 1099-MISC, Miscellaneous income, and its instructions.	
 
2  	However, the following payments made to a corporation and reportable on Form 1099-MISC are rot exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.	
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.
Note. See the chart on page 4 for further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5. Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov . You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www . irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.
Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.
Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

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Form W-9 (Rev. 12-2011)	Page  4	

What Name and Number To Give the Requester

For this type of account:	 	Give name and SSN of:	
 	1.	  	 	Individual	 	The individual	
 	2.	  	 	Two or more individuals (joint account)	 	The actual owner of the account or, if combined funds, the first individual on the account 1	
 	3.	  	 	Custodian account of a minor (Uniform Gift to Minors Act)	 	The minor 2	
 	4.	  	 	a.   The usual revocable savings trust (grantor is also trustee)	 	The grantor-trustee 1	
			 	b.   So-called trust account that is not a legal or valid trust under state law	 	The actual owner 1	
 	5.	  	 	Sole proprietorship or disregarded entity owned by an individual	 	The owner 3	
 	6.	  	 	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	 	The grantor *	
For this type of account:	 	Give name and EIN of:	
 	7.	  	 	Disregarded entity not owned by an individual	 	The owner	
 	8.	  	 	A valid trust, estate, or pension trust	 	Legal entity 4	
 	9.	  	 	Corporation or LLC electing corporate status on Form 8832 or Form 2553	 	The corporation	
 	10.	  	 	Association, club, religious, charitable, educational, or other tax-exempt organization	 	The organization	
 	11.	  	 	Partnership or multi-member LLC	 	The partnership	
 	12.	  	 	A broker or registered nominee	 	The broker or nominee	
 	13.	  	 	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	 	The public entity	
 	14.	  	 	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	 	The trust	
 
1  	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.	
 
2  	Circle the minor’s name and furnish the minor’s SSN.	
 
3  	You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.	
 
4  	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.	
*Note. Grantor also must provide a Form W-9 to trustee of trust.
Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit
fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
— Protect your SSN,
— Ensure your employer is protecting your SSN, and
— Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.
For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.
Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov . You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).
Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
 
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YOU SHOULD COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART I OF IRS FORM W-9.
 
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in the IRS Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification number. If I fail to provide a taxpayer identification number within 60 days, such amounts will be paid over to the Internal Revenue Service.
Signature:                                                                                            Date:                              , 2012
 
NOTE:	FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFERS. PLEASE REVIEW “IRS FORM W-9 - REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION” ABOVE FOR ADDITIONAL DETAILS.	
 
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Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
for tender of any and all
1.950% Senior Notes due 2015,
2.950% Senior Notes due 2017,
4.300% Senior Notes due 2022 and
5.875% Senior Notes due 2042
of
PHILLIPS 66
Pursuant to the Prospectus
dated                 , 2012
The Exchange Agent for the Exchange Offer is:
The Bank of New York Mellon Trust Company, N.A.

By Mail:
The Bank of New York Mellon Trust Company, N.A. as Exchange Agent
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway – Reorganization Dept.
East Syracuse, New York 13057
Attention: Christopher Landers	 	By Facsimile:
(615) 238-0575
 
Confirm by Telephone:
(315) 414 -3362	 	By Hand:
The Bank of New York Mellon Trust Company, N.A. as Exchange Agent
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway – Reorganization Dept.
East Syracuse, New York 13057
Attention: Christopher Landers	  	By Overnight Courier:
The Bank of New York Mellon Trust Company, N.A. as Exchange Agent
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway – Reorganization Dept.
East Syracuse, New York 13057
Attention: Christopher Landers	
Delivery of this Notice of Guaranteed Delivery to an address, or transmission of this Notice of Guaranteed Delivery via facsimile, other than as set forth above will not constitute valid delivery.
As set forth under the caption, “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus dated , 2012 (the “Prospectus”) of Phillips 66 (the “Company”) and in Instruction 2 of the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Prospectus, the “Exchange Offer”), this form must be used to accept the Company’s offers to exchange (i) an aggregate principal amount of up to $800,000,000 of its 1.950% Senior Notes due 2015 (the “old 2015 notes”) for a like principal amount of its 1.950% Senior Notes due 2015 (the “new 2015 notes”), (ii) an aggregate principal amount of up to $1,500,000,000 of its 2.950% Senior Notes due 2017 (the “old 2017 notes”) for a like principal amount of its 2.950% Senior Notes due 2017 (the “new 2017 notes”), (iii) an aggregate principal amount of up to $2,000,000,000 of its 4.300% Senior Notes due 2022 (the “old 2022 notes”) for a like principal amount of its 4.300% Senior Notes due 2022 (the “new 2022 notes”), and (iv) an aggregate principal amount of up to $1,500,000,000 of its 5.875% Senior Notes due 2042 (the “old 2042 notes” and, together with the old 2015 notes, the old 2017 notes and the old 2022 notes, the “Old Notes”) for a like principal amount of its 5.875% Senior Notes due 2042 (the “new 2042 notes” and, together with the new 2015 notes, the new 2017 notes and the new 2022 notes, the “New Notes”) if time will not permit the Letter of Transmittal, certificates representing such Old Notes and all other required documents to reach the exchange agent, or the procedures for book-entry transfer cannot be completed, on or prior to the Expiration Date. This form must be delivered by an eligible institution (as defined in the Letter of Transmittal) by mail, hand delivery or overnight courier or transmitted, via facsimile, to the exchange agent as set forth above. All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Prospectus or the Letter of Transmittal.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which are hereby acknowledged, the aggregate principal amount of the Old Notes specified below pursuant to the guaranteed delivery procedures set forth under the caption “The Exchange Offers—Guaranteed Delivery Procedures” of the Prospectus.
The undersigned understands that tenders of Old Notes will be accepted only in principal amounts equal to $2,000 or integral multiples of $1,000 in excess thereof. The undersigned understands that no withdrawal of a tender of Old Notes may be made on or after the Expiration Date. The undersigned understands that for a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal must be timely received by the exchange agent at one of its addresses specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange Offer is terminated without any such Old Notes being purchased thereunder or as otherwise provided in the Prospectus.
The undersigned understands that payment by the exchange agent for Old Notes tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the exchange agent of such Old Notes (or Book-Entry Confirmation of the transfer of such Old Notes into the exchange agent’s account at DTC) and a Letter of Transmittal (or facsimile thereof) with respect to such Old Notes properly completed and duly executed, with any required signature guarantees and any other documents required by the Letter of Transmittal or a properly transmitted Agent’s Message.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.
The undersigned hereby tenders the Old Notes listed below:

Certificate Number(s)
(If Known) of Old Notes or if
Old Notes will be Delivered by
Book-Entry Transfer at the
Depositary Trust Company,
Insert Account No.	 	Title of Securities
(i.e., 1.950% Senior Notes,
2.950% Senior Notes,
4.300% Senior Notes or
5.875% Senior Notes)	 	Aggregate Principal
Amount Represented	  	Aggregate Principal
Amount Tendered*	

 	 	 	 	 	  	 	

 	 	 	 	 	  	 	

 
*	Must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof.	
 
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PLEASE SIGN AND COMPLETE
 	
Signature(s) of registered Holder(s) or
authorized signatory:                                                        	  	Date:	  	 	
 		 	
 	  	Address:	  	 	
  	  	 	
Name(s) of registered Holder(s):	 	 	  	Area Code and Telephone No.	  	 	
 	  	 	
 	  	If Old Notes will be delivered by book-entry transfer to DTC, check the box below and insert DTC Account Number:	
 			 	
 	 		 		  	¨	
 	 	 	 	 	  	DTC Account No.:

 
This Notice of Guaranteed Delivery must be signed by the Holder(s) of Old Notes exactly as their (its) name(s) appear on certificate(s) for Old Notes, or if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es)
 	
Name(s):	  	 	

Capacity:	  	 	
		
Address(es):	  	 	

	

NOTE: DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
 
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GUARANTEE
(Not To Be Used for Signature Guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (1) a bank; (2) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association (each of the foregoing being referred to as an “Eligible Institution”), hereby (a) represents that each holder of Old Notes on whose behalf this tender is being made “own(s)” the Old Notes covered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (b) represents that such tender of Old Notes complies with Rule 14e-4, and (c) guarantees that, within five New York Stock Exchange trading days after the Expiration Date, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the Old Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the exchange agent’s account at the DTC pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the exchange agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm:	 	 	
		
Authorized Signature:	 	 	
		
Title:	 	 	
		
Address:	 	 	

(Zip Code)	
		
Area Code and Telephone Number:	 	 	
Dated:                                          
NOTE: DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
 
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Exhibit 99.3
PHILLIPS 66
OFFERS TO EXCHANGE THE NOTES SET FORTH BELOW, EACH OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS DATED             , 2012:
$800,000,000 AGGREGATE PRINCIPAL AMOUNT OF 1.950% SENIOR NOTES DUE 2015 FOR ANY AND ALL OUTSTANDING 1.950% SENIOR NOTES DUE 2015,
$1,500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 2.950% SENIOR NOTES DUE 2017 FOR ANY AND ALL OUTSTANDING 2.950% SENIOR NOTES DUE 2017,
$2,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.300% SENIOR NOTES DUE 2022 FOR ANY AND ALL OUTSTANDING 4.300% SENIOR NOTES DUE 2022, AND
$1,500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 5.875% SENIOR NOTES DUE 2042 FOR ANY AND ALL OUTSTANDING 5.875% SENIOR NOTES DUE 2042
 
THE EXCHANGE OFFERS (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2012, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
            , 2012
To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
We have been appointed by Phillips 66 (the “Company”) to act as the exchange agent in connection with the offers of the Company to exchange (i) an aggregate principal amount of up to $800,000,000 of its 1.950% Senior Notes due 2015 (the “old 2015 notes”) for a like principal amount of its 1.950% Senior Notes due 2015 (the “new 2015 notes”), (ii) an aggregate principal amount of up to $1,500,000,000 of its 2.950% Senior Notes due 2017 (the “old 2017 notes”) for a like principal amount of its 2.950% Senior Notes due 2017 (the “new 2017 notes”), (iii) an aggregate principal amount of up to $2,000,000,000 of its 4.300% Senior Notes due 2022 (the “old 2022 notes”) for a like principal amount of its 4.300% Senior Notes due 2022 (the “new 2022 notes”), and (iv) an aggregate principal amount of up to $1,500,000,000 of its 5.875% Senior Notes due 2042 (the “old 2042 notes” and, together with the old 2015 notes, the old 2017 notes and the old 2022 notes, the “Old Notes”) for a like principal amount of its 5.875% Senior Notes due 2042 (the “new 2042 notes” and, together with the new 2015 notes, the new 2017 notes and the new 2022 notes, the “New Notes”) upon the terms and subject to the conditions set forth in the Prospectus dated             , 2012 (the “Prospectus”) and in the related Letter of Transmittal and the instructions thereto (the “Letter of Transmittal,” and together with the Prospectus, the “Exchange Offers”). Capitalized terms used herein but not defined herein shall have the same meanings given to them in the Prospectus.
Enclosed herewith are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of our clients, including an Internal Revenue Service Form W-9 for collection of information relating to backup federal income tax withholding;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offers with respect to Old Notes in certified form or Old Notes accepted for clearance through the facilities of the Depository Trust Company (“DTC”) if (i) certificates of Old Notes are not immediately available or all required documents are unlikely to reach the exchange agent on or prior to the Expiration Date or (ii) a book-entry transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients for whose account you hold the Old Notes in your name or in the name of a nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offers; and
5. Return envelopes addressed to The Bank of New York Mellon Trust Company, N.A., the exchange agent for the Exchange Offers.
PLEASE NOTE THAT THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON             , 2012, UNLESS EXTENDED OR EARLIER TERMINATED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
The Company has not retained any dealer-manager in connection with the Exchange Offers and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of the Old Notes pursuant to the Exchange Offers. You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients and for handling or tendering for your clients.
Additional copies of the enclosed materials may be obtained by contacting the exchange agent as provided in the enclosed Letter of Transmittal.
Very truly yours,
The Bank of New York Mellon Trust Company, N.A.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFERS NOT CONTAINED IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
 
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Exhibit 99.4
PHILLIPS 66
OFFERS TO EXCHANGE THE NOTES SET FORTH BELOW, EACH OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS DATED                     , 2012:
$800,000,000 AGGREGATE PRINCIPAL AMOUNT OF 1.950% SENIOR NOTES DUE 2015 FOR ANY AND ALL OUTSTANDING 1.950% SENIOR NOTES DUE 2015,
$1,500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 2.950% SENIOR NOTES DUE 2017 FOR ANY AND ALL OUTSTANDING 2.950% SENIOR NOTES DUE 2017,
$2,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.300% SENIOR NOTES DUE 2022 FOR ANY AND ALL OUTSTANDING 4.300% SENIOR NOTES DUE 2022, AND
$1,500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 5.875% SENIOR NOTES DUE 2042 FOR ANY AND ALL OUTSTANDING 5.875% SENIOR NOTES DUE 2042
 
THE EXCHANGE OFFERS (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2012, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
, 2012
To Our Clients:
Enclosed for your consideration is a Prospectus dated             , 2012 (the “Prospectus”) and the related Letter of Transmittal and instructions thereto (the “Letter of Transmittal”) in connection with the offers of Phillips 66 (the “Company”) to exchange (i) an aggregate principal amount of up to $800,000,000 of its 1.950% Senior Notes due 2015 (the “old 2015 notes”) for a like principal amount of its 1.950% Senior Notes due 2015 (the “new 2015 notes”), (ii) an aggregate principal amount of up to $1,500,000,000 of its 2.950% Senior Notes due 2017 (the “old 2017 notes”) for a like principal amount of its 2.950% Senior Notes due 2017 (the “new 2017 notes”), (iii) an aggregate principal amount of up to $2,000,000,000 of its 4.300% Senior Notes due 2022 (the “old 2022 notes”) for a like principal amount of its 4.300% Senior Notes due 2022 (the “new 2022 notes”), and (iv) an aggregate principal amount of up to $1,500,000,000 of its 5.875% Senior Notes due 2042 (the “old 2042 notes” and, together with the old 2015 notes, the old 2017 notes and the old 2022 notes, the “Old Notes”) for a like principal amount of its 5.875% Senior Notes due 2042 (the “new 2042 notes” and, together with the new 2015 notes, the new 2017 notes and the new 2022 notes, the “New Notes”) upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (the “Letter of Transmittal,” and together with the Prospectus, the “Exchange Offers”). Consummation of the Exchange Offers are subject to certain conditions described in the Prospectus. All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Prospectus.
WE ARE THE REGISTERED HOLDER OF OLD NOTES HELD BY US FOR YOUR ACCOUNT. A TENDER OF ANY SUCH OLD NOTES CAN BE MADE ONLY BY US AS THE REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER OLD NOTES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender any or all such Old Notes held by us for your account pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal. WE URGE YOU TO READ THE PROSPECTUS AND THE LETTER OF TRANSMITTAL CAREFULLY BEFORE INSTRUCTING US TO TENDER YOUR OLD NOTES.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offers. THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2012, UNLESS EXTENDED OR EARLIER TERMINATED. Old Notes tendered pursuant to the Exchange Offers may be withdrawn only under the circumstances described in the Prospectus and the Letter of Transmittal.
Your attention is directed to the following:
1. The Exchange Offers are for the entire aggregate principal amount of outstanding Old Notes.
2. Consummation of the Exchange Offers is conditioned upon the terms and conditions set forth in the Prospectus under the captions “The Exchange Offers—Terms of The Exchange Offers” and “The Exchange Offers—Conditions.”
3. Tendering Holders may withdraw their tender at any time until 5:00 p.m., New York City time, on the Expiration Date.
4. Any transfer taxes incident to the transfer of Old Notes from the tendering Holder to the Company will be paid by the Company, except as provided in the Prospectus and the instructions to the Letter of Transmittal.
5. The Exchange Offers are not being made to, nor will the surrender of Old Notes for exchange be accepted from or on behalf of, Holders of Old Notes in any jurisdiction in which the Exchange Offers or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
6. The acceptance for exchange of Old Notes validly tendered and not withdrawn and the issuance of Exchange Notes will be made as soon as practicable after the Expiration Date.
7. The Company expressly reserves the right, in its reasonable discretion and in accordance with applicable law, (i) to delay accepting any Old Notes, (ii) to terminate the Exchange Offers and not accept any Old Notes for exchange if it determines that any of the conditions to the Exchange Offers, as set forth in the Prospectus, have not occurred or been satisfied, (iii) to extend the Expiration Date of the Exchange Offers and retain all Old Notes tendered in the Exchange Offers other than those Old Notes properly withdrawn, or (iv) to waive any condition or to amend the terms of the Exchange Offers in any manner. In the event of any extension, delay, non-acceptance, termination, waiver or amendment, the Company will as promptly as practicable give oral or written notice of the action to the exchange agent and make a public announcement of such action. In the case of an extension, such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.
8. Consummation of the Exchange Offers may have adverse consequences to Holders of Old Notes not tendering such Old Notes pursuant to the Exchange Offers, including that the reduced amount of outstanding Old Notes as a result of the Exchange Offers may adversely affect the trading market, liquidity and market price of the Old Notes.
If you wish to have us tender any or all of the Old Notes held by us for your account, please so instruct us by completing, executing and returning to us the instruction form that follows.
 
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INSTRUCTIONS REGARDING THE EXCHANGE OFFERS
WITH RESPECT TO THE
$800,000,000 OF 1.950% SENIOR NOTES DUE 2015,
$1,500,000,000 OF 2.950% SENIOR NOTES DUE 2017,
$2,000,000,000 OF 4.300% SENIOR NOTES DUE 2022
AND
$1,500,000,000 OF 5.875% SENIOR NOTES DUE 2042
(“OLD NOTES”)
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed documents referred to therein relating to the Exchange Offers of Phillips 66 with respect to the Old Notes.
This will instruct you whether to tender the principal amount of Old Notes indicated below held by you for the account of the undersigned pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal. (check box as applicable)
 
Box 1 ¨   Please tender the Old Notes held by you for my account, as indicated below.
Box 2 ¨   Please do not tender any Old Notes held by you for my account.

Date:              , 2012	 		
	 	 	
	 	Signature(s)*	

		

	 	Please Print Name(s) Here	
		
Select Old Notes to be Tendered:	 	 	

		
¨ 1.950% Senior Notes due 2015	 	 	
		
Principal Amount of 1.950% Senior Notes due 2015
to be Tendered:	 	Please Type or Print Address	

$                                                                                           	 	Area Code and Telephone Number	
		
      (must be in the principal amount of $2,000 or an
      integral multiple of $1,000 in excess thereof)	 	 	
		
¨ 2.950% Senior Notes due 2017	 	  Taxpayer Identification or Social Security Number	
		
Principal Amount of 2.950% Senior Notes due 2017 to be Tendered:	 	 	
	 	My Account Number With You	
		
$                                                                                           
      (must be in the principal amount of $2,000 or an
      integral multiple of $1,000 in excess thereof)	 		

 
-3-

			
¨ 4.300% Senior Notes due 2022
Principal Amount of 4.300% Senior Notes due 2022 to be Tendered:
 
$                                                                                           
      (must be in the principal amount of $2,000 or an
      integral multiple of $1,000 in excess thereof)	 	 	
 	 	
¨ 5.875% Senior Notes due 2042
 
Principal Amount of 5.875% Senior Notes due 2042 to be Tendered:
 
$                                                                                           
      (must be in the principal amount of $2,000 or an
      integral multiple of $1,000 in excess thereof)	 	 	
 
*	UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S) SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL ORIGINAL NOTES OF SUCH BENEFICIAL OWNER(S).	
 
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