SecProbe.io

December 12, 2011
 Via E-mail to Jeff W. Sheet s, CFO of ConocoPhillips

Greg C. Garland Chief Executive Officer Phillips 66 600 North Dairy Ashford Houston, TX 77079
Re: Phillips 66
Registration Statement on Form 10-12B Filed November 14, 2011 File No. 001-35349

Dear Mr. Garland:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-12B Filed November 14, 2011

General

1. References in this letter to your docum ent or filing include the Form 10 or the
information statement filed as exhibit 99.1, as appropriate.  Page references and captions
are to the information statement, unless the context requires otherwise.
2. You will expedite the review  process if you address each portion of every numbered
comment that appears in this letter.  Provide complete re sponses and, where disclosure
has changed, indicate precisely where in the marked version of the amendment we will find your responsive changes.  Similarly, to minimize the likelihood that we will reissue

Greg C . Garland
Phillips 66 December 12, 2011 Page 2
 comments, please make corresponding cha nges where applicable throughout your
document.  For example, we might comment on one section or example in the document,
but our silence on similar or re lated disclosure elsewhere doe s not relieve you of the need
to make similar revisions else where as appropriate.  If pa rallel information appears at
more than one place in the document, provide in your response letter page references to
all responsive disclosure.
3. We note your statement in several places in the document that you will provide in
subsequent amendments certain information, su ch as information regarding the Phillips
66 compensation programs and the treatment  of outstanding ConocoPhillips equity
awards in the separation.  With each amendment, you should provide all required
information, to the extent such information is  determinable at the time of filing.  We will
defer the review of your future filings un til such omitted disclosu re is provided.
Accordingly, please provide the missing inform ation, or provide us with details as to
when decisions will be made such that  the information will be available.

4. Please file all omitted exhibits and provide ot her omitted disclosure.  Once you file all the
omitted items, including any material contra cts required to be filed pursuant to Item
601(b)(10) of Regulation S-K, we may have add itional comments.  In th is regard, tell us
whether you have any agreements regarding your joint ventures, such as those with
Spectra Energy Corp. in DCP Midstream and with Chevron Corporation in CPChem, and
whether you intend to file these as exhibits.  Similarly, tell us whether you intend to file
as an exhibit your supply agreement with DCP Midstream.  Ensure that you allow sufficient time for your response to our review in each case.

Preliminary Information Statement

5. We note that no vote of ConocoPhillips stockho lders is required to approve the separation
and its material terms.  With a view towa rd disclosure in the questions and answers
section, please tell us why such approv al is not required and was not sought.

Risk Factors, page 19

6. Please revise to eliminate text which mitigates  the risks you present, such as some clauses
which precede or follow “although,” “while,” or “ however.”  Also revise to state the risks
plainly and directly, rather than  indicating that there can be “no assurance” of a particular
outcome.
The Separation, page 34

7. Please revise your disclosure to explain brie fly how the financial terms of the separation
were determined, including but not lim ited to the financing arrangements.

Greg C . Garland
Phillips 66 December 12, 2011 Page 3
 Business and Properties, page 44

Segment and Geographic Information, page 47

Chemicals, page 59

8. We note your discussion of the possible constr uction of a world-scal e ethane cracker.
Please explain the purpose of industry processes such as ethane cracking.

Management, page 64

9. For each director, please revise your disclosure to briefly discuss the specific experience,
qualifications, attributes or skills that led to  the conclusion that the person should serve as
a director. See Item 401(e) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Statements, page 91

10. In Note (b) you discuss adjustments to intere st expense, loan fees  and amortization of
debt issuance costs resulting from the a ssumed incurrence of $7.6 billion in debt in
connection with the separation.  Tell us how these amounts meet the factually supportable
criteria in Rule 11-02(b)(6) of Regulation S-X.

11. In Note (g) you describe assets and liabiliti es associated with ConocoPhillips sponsored
pension plans and other empl oyee benefit arrangements for Phillips 66 employees located
in the United States and Un ited Kingdom.  Tell us why such amounts are not included in
the historical financial statements of Phillip s 66, as would be consistent with the guidance
in SAB Topic 1.B.
Audited Combined Financial Statements for Phillips 66

Note 21—Segment Disclosures and Related Information, page F-43

12. From the table on page F-44, it appears your equi ty in the earnings of the Midstream and
Chemicals businesses account for greater than  20% of your consolidated income before
taxes for 2010.  Please explain how you determined  that separate financial statements for
DCP Midstream and CPChem would not be re quired to comply with Item 3-09 of
Regulation S-X.
Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

Greg C . Garland
Phillips 66 December 12, 2011 Page 4
 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Mark Wojciechowski, Sta ff Accountant, at ( 202) 551-3759, or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Paul Monsour, Staff Attorney, at (202)
551-3360, or me at (202) 551-3611 with any other questions.

Sincerely,  /s/ A.N. Parker  Anne Nguyen Parker Branch Chief

cc:  Mr. Andrew R. Brownstein