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 CORRESP

 MARTIN LIPTON
 HERBERT M. WACHTELL EDWARD D. HERLIHY
 DANIEL A. NEFF STEVEN A. ROSENBLUM
 SCOTT K. CHARLES JODI J. SCHWARTZ
 ADAM O. EMMERICH RALPH M. LEVENE
 ROBIN PANOVKA DAVID A. KATZ
 ILENE KNABLE GOTTS ANDREW J. NUSSBAUM
 RACHELLE SILVERBERG STEVEN A. COHEN
 DEBORAH L. PAUL DAVID C. KARP
 RICHARD K. KIM JOSHUA R. CAMMAKER
 MARK GORDON JEANNEMARIE O’BRIEN

 STEPHEN R. DiPRIMA
 NICHOLAS G. DEMMO IGOR KIRMAN
 JONATHAN M. MOSES T. EIKO STANGE
 WILLIAM SAVITT GREGORY E. OSTLING
 DAVID B. ANDERS ADAM J. SHAPIRO
 NELSON O. FITTS JOSHUA M. HOLMES
 DAVID E. SHAPIRO DAMIAN G. DIDDEN
 IAN BOCZKO MATTHEW M. GUEST
 DAVID E. KAHAN DAVID K. LAM
 BENJAMIN M. ROTH JOSHUA A. FELTMAN
 ELAINE P. GOLIN EMIL A. KLEINHAUS

 51 WEST 52 ND STREET
 NEW YORK , N . Y . 10019-6150
 TELEPHONE : (212) 403-1000
 FACSIMILE : (212) 403-2000

          

 KARESSA L. CAIN RONALD C. CHEN
 BRADLEY R. WILSON GRAHAM W. MELI
 GREGORY E. PESSIN CARRIE M. REILLY
 MARK F. VEBLEN SARAH K. EDDY
 VICTOR GOLDFELD RANDALL W. JACKSON
 BRANDON C. PRICE KEVIN S. SCHWARTZ
 MICHAEL S. BENN ALISON Z. PREISS
 TIJANA J. DVORNIC JENNA E. LEVINE
 RYAN A. McLEOD ANITHA REDDY
 JOHN L. ROBINSON STEVEN WINTER
 EMILY D. JOHNSON

 JACOB A. KLING RAAJ S. NARAYAN
 VIKTOR SAPEZHNIKOV MICHAEL J. SCHOBEL
 ELINA TETELBAUM ERICA E. AHO
 LAUREN M. KOFKE ZACHARY S. PODOLSKY
 RACHEL B. REISBERG MARK A. STAGLIANO
 CYNTHIA FERNANDEZ LUMERMANN CHRISTINA C. MA
 NOAH B. YAVITZ BENJAMIN S. ARFA
 NATHANIEL D. CULLERTON ERIC M. FEINSTEIN
 ADAM L. GOODMAN STEVEN R. GREEN
 MENG LU

 GEORGE A. KATZ (1965–1989)
 JAMES H. FOGELSON (1967–1991)
 LEONARD M. ROSEN (1965–2014)
          
 OF COUNSEL

 ANDREW R. BROWNSTEIN WAYNE M.
CARLIN BEN M. GERMANA SELWYN B. GOLDBERG
 PETER C. HEIN JB KELLY
 JOSEPH D. LARSON RICHARD G. MASON
 PHILIP MINDLIN THEODORE N. MIRVIS
 DAVID S. NEILL TREVOR S. NORWITZ

 ERIC S. ROBINSON
 ERIC M. ROSOF JOHN F. SAVARESE
 MICHAEL J. SEGAL WON S. SHIN
 DAVID M. SILK ELLIOTT V. STEIN
 LEO E. STRINE, JR.*
 PAUL VIZCARRONDO, JR. JEFFREY M. WINTNER
 AMY R. WOLF MARC WOLINSKY

 * ADMITTED IN DELAWARE

          
 COUNSEL

 DAVID M. ADLERSTEIN SUMITA AHUJA
 HEATHER D. CASTEEL FRANCO CASTELLI
 ANDREW J.H. CHEUNG PAMELA EHRENKRANZ
 ALINE R. FLODR
 KATHRYN GETTLES-ATWA
 LEDINA GOCAJ ADAM M. GOGOLAK

 ANGELA K. HERRING MICHAEL W. HOLT
 DONGHWA KIM MARK A. KOENIG
 J. AUSTIN LYONS ALICIA C. McCARTHY
 JUSTIN R. ORR NEIL M. SNYDER
 JEFFREY A. WATIKER
 April 3, 2025
 VIA EDGAR AND EMAIL U.S. Securities and Exchange
Commission (the “ SEC ”) Division of Corporation Finance
 Office of Mergers & Acquisitions 100 F Street, N.E.
 Washington, D.C. 20549 Attn: David Plattner

 Re:
 Phillips 66

  
 Preliminary Proxy Statement

  
 filed March 26, 2025 (the “ Preliminary Proxy Statement ”)

  
 File No. 001-35349
 Mr. Plattner: On behalf of our client,
Phillips 66 (the “ Company ”), we are providing the Company’s responses to the comments of the staff of the SEC (the “ Staff ”) set forth in the Staff’s letter, dated April 2, 2025, with respect to the
above-referenced Preliminary Proxy Statement. For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Terms not otherwise defined in this letter shall
have the meanings set forth in the Preliminary Proxy Statement. All references to page numbers in the Company’s responses are to the pages of the Preliminary Proxy Statement as filed on EDGAR.

 Preliminary Proxy Statement filed March 26, 2025
 Background of the Solicitation, page 21

 1.
 We note the disclosure on page 25 that receipt of Elliott’s “formal” nomination notice
occurred on February 13, 2025. Please also disclose, if true, that such notice was received by email on the previous day.
 Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company
proposes to revise the disclosure on page 25 of the Preliminary Proxy Statement as follows (with additions in bold underline ):
 “ After 5:00 p.m., Eastern Time, on February 12, 2025, Elliott emailed an electronic copy of the
2025 Nomination Notice (as defined below) to Ms. Sutherland. Likely due to the file size of the attachment and the inclusion of an erroneous email address for Ms. Sutherland, the
email was quarantined and did not arrive in Ms. Sutherland’s main inbox. After noon,
Eastern Time, on February 13, 2025, Elliott emailed Ms. Sutherland again to convey that IT issues had prevented certain signatures from being included in that prior email, and that Elliott was re-delivering an electronic copy and also delivering a physical copy of the corrected notice to the Company’s headquarters on February 13. That day, the Company received both physical and
electronic copies of a formal notice (the “2025 Nomination Notice”) from Elliott of its intent to nominate director candidates to stand for election to the Company’s Board at the Annual Meeting and intent to submit the Elliott
Proposal at the Annual Meeting.”

 2.
 We note the following disclosure on page 26: “On March 14, 2025, the Nominating and Governance
Committee convened a special meeting via videoconference to discuss potential director candidates for recommendation to the Board to fill the four Class I seats up for election at the upcoming Annual Meeting, including to fill the vacancies
created by Mr. Adams’ and Ms. Ramos’ decision not to stand for reelection.” We also note the following disclosure in the Company’s Form 8-K of February 18, 2025:
“Effective immediately after the Annual Meeting, the size of the Company’s Board will be reduced from 14 to 12 directors.” The first statement appears to imply that a decision had been made not to reduce the size of the Board from 14
to 12, contrary to what had been announced publicly on February 18. Please revise the disclosure to clarify, or advise.
 -2-

 Response : The Company respectfully acknowledges the Staff’s comment. In an
effort to respond to the Staff’s comment, and to make clearer that the Company, in stating that the Board would be reduced in size from 14 to 12 directors, never suggested nor planned that there would be fewer than four Class I directors
up for election at the Annual Meeting, the Company proposes to revise the disclosure on pages 25 and 26 of the Preliminary Proxy Statement as follows (with additions in bold underline ):
 Page 25 “On
 the morning of February 12, 2025, prior to a regularly scheduled Board meeting, Gary K. Adams and Denise L. Ramos informed the Board of their intent not to stand for
 re-election at the Annual Meeting as part of the Board’s ongoing refreshment activities.”
 “ On February 18, 2025, the Company filed a Current Report on Form
 8-K announcing that Mr. Adams and Ms. Ramos had informed the Board of their intent not to stand for
 re-election and that, effective immediately after the Annual Meeting, the size of the Board would be reduced from 14 to 12 directors. In connection with this expected reduction in
the size of the Board, the Company intended to fill these two vacancies in Class I from among the Company’s other existing directors, rebalancing each class to consist of four
directors to be “as nearly equal in number as is reasonably possible” in accordance with the Company’s governing documents .”
 Page 26 “On
March 14, 2025, the Nominating and Governance Committee convened a special meeting via videoconference to discuss potential director candidates for recommendation to the Board to fill the four Class I seats up for election at the upcoming
Annual Meeting, including to fill the vacancies created by Mr. Adams’ and Ms. Ramos’ decision not to stand for re-election. The Nominating and Governance Committee considered several
candidates, including certain candidates nominated by Elliott who the Nominating and Governance Committee wanted to interview but could not since Elliott had not agreed to allow interviews, and determined to recommend that the Board nominate four
directors to stand for election. Later that day, the Board convened a special meeting via videoconference to, among other things, discuss potential director candidates and review the letter sent by Elliott on March 12. Based in part on the
Nominating and Governance Committee’s recommendation, the Board determined to nominate Howard I. Ungerleider and A. Nigel Hearne, candidates with valuable executive leadership experience at large publicly traded chemicals and energy companies,
in addition to Mr. Lowe and Mr. Pease, to stand for election as Class I directors at the Annual Meeting , and in doing so, determined that the size of the Board would remain at 14 directors after the Annual Meeting .”
 Should you have any questions regarding the foregoing or wish to discuss this matter, please do not hesitate to contact Gregory E.
Ostling at (212) 403-1364 or Elina Tetelbaum at (212) 403-1061.
 -3-

 Sincerely,

 /s/ Elina Tetelbaum

 Elina Tetelbaum

 cc:
 Vanessa L. Allen Sutherland, EVP, Government Affairs, General Counsel & Corp
 Secretary, Phillips 66 Gregory
E. Ostling, Wachtell, Lipton, Rosen & Katz
 -4-

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Mark E. Lashier
Chairman and Chief Executive Officer
Phillips 66
2331 CityWest Blvd.
Houston, TX 77042

 Re: Phillips 66
 Preliminary Proxy Statement filed March 26, 2025
 File No. 001-35349
Dear Mark E. Lashier:

 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 these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement filed March 26, 2025
Background of the Solicitation, page 21

1. We note the disclosure on page 25 that receipt of Elliott's "formal"
nomination
 notice occurred on February 13, 2025. Please also disclose, if true,
that such notice
 was received by email on the previous day.
2. We note the following disclosure on page 26: "On March 14, 2025, the
Nominating
 and Governance Committee convened a special meeting via videoconference
to
 discuss potential director candidates for recommendation to the Board to
fill the four
 Class I seats up for election at the upcoming Annual Meeting, including
to fill the
 vacancies created by Mr. Adams and Ms. Ramos decision not to stand
for re-
 election." We also note the following disclosure in the Company's Form
8-K of
 February 18, 2025: "Effective immediately after the Annual Meeting, the
size of the
 Company s Board will be reduced from 14 to 12 directors." The first
statement
 appears to imply that a decision had been made not to reduce the size of
the Board
 from 14 to 12, contrary to what had been announced publicly on February
18. Please
 April 2, 2025
Page 2

 revise the disclosure to clarify, or advise.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to David Plattner at 202-551-8094.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
and Acquisitions
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

Kenneth S. Mantel
Partner, Olshan Frome Wolosky LLP
Phillips 66
1325 Avenue of the Americas
New York, NY 10019

 Re: Phillips 66
 PREC14A filed March 4, 2025
 Filed by Elliott Investment Management L.P. et al.
 File No. 001-35349
Dear Kenneth S. Mantel:

 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 these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

PREC14A filed March 4, 2025
Questions and Answers Relating to This Proxy Solicitation, page 7

1. Please reconcile the disclosure regarding "ABSTAIN" votes on page 10
with the
 disclosure regarding the effect of abstentions on pages 11, 39, and 41.
Reasons for the Solicitation, page 21

2. Please provide corresponding disclosure for footnotes 1 and 2 that
appear in the table
 at the top of page 22.
3. In footnote 2 to the graphic that appears at the top of page 24, we note
the reference to
 "slide 49 in the appendix." It is unclear what this relates to. Please
revise, or advise.
Proposal No. 1, Election of Directors, page 28

4. We note the following disclosure on page 28: "We intend to provide the
required
 notice to the Company pursuant to the Universal Proxy Rules, including
Rule 14a-
 March 13, 2025
Page 2

 19(a)(1) under the Securities Exchange Act of 1934, as amended (the
'Exchange Act'),
 and intend to solicit the holders of Common Stock representing at least
67% of the
 voting power of Common Stock entitled to vote on the election of
directors in support
 of director nominees other than the Company s nominees." Please advise
as to why
 this is phrased as an intention, particularly in light of the fact that,
via the statements
 made in your preliminary proxy statement, it appears that you may have
satisfied the
 notice requirement set out in Rule 14a-19(a)(1). In addition, please
define "Universal
 Proxy Rules," or revise so as not to use a capitalized term.
Proposal No. 5, Advisory Vote on Annual Election Policy, page 42

5. Please revise your disclosure in this section to address the legal risk
the Company may
 face if it attempts to adopt the annual election policy, which appears
potentially to run
 counter to the Company's Charter and Bylaws, in particular the following
Charter
 provision: "[t]he affirmative vote of shares representing not less than
80% of the votes
 entitled to be cast by the Voting Stock shall be required to alter,
amend or adopt any
 provision inconsistent with or repeal Article FIFTH [i.e., the
article that requires
 the staggered board] (emphasis added).
6. We note that the proposal seeks adoption of a policy that would
"require" incumbent
 directors to deliver to the Board a letter of resignation. However, your
disclosure also
 includes the following statement, which would appear to conflict with
the foregoing:
 "If a director with a term not set to expire at the next annual meeting
does not deliver
 a resignation in accordance with the policy, they would not be subject
to election at
 the next annual meeting and would continue to serve on the Board until
their term
 expires and their successor is duly elected, or their earlier
resignation or removal."
 Please revise, or advise.
General

7. On the proxy card, for the first proposal, please provide space for the
Company
 Nominees, even if the identities of such nominees are not known or fully
known at
 this time.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to David Plattner at 202-551-8094.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
and Acquisitions
</TEXT>
</DOCUMENT>

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 Phillips 66 Company

2331 CityWest Blvd.

 Houston, Texas
77042

 March 30, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Energy & Transportation

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Cheryl Brown

Re:

Phillips 66 Company

 Phillips 66

 Registration Statement on Form
S-4

 Filed February 22, 2023

 File No.

 333-269921

333-269921-01

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Phillips 66 Company hereby requests acceleration of the
effective date of its Registration Statement on Form S-4 (File No. 333-269921) (the “Registration Statement”). We respectfully request that the Registration
Statement become effective as of 10:00 a.m., Washington, D.C. time, on April 3, 2023, or as soon as practicable thereafter.

Please contact William S. Anderson of Bracewell LLP at 713.221.1122 with any questions you may have regarding this request. In addition,
please notify Mr. Anderson by telephone when this request for acceleration has been granted.

Very truly yours,

 Phillips 66 Company

 By:

 /s/ Vanessa Allen Sutherland

 Name:

 Vanessa Allen Sutherland

 Title:

Executive Vice President, Government Affairs, General Counsel and Corporate Secretary

United States securities and exchange commission logo
March 2, 2023
Mark Lashier
Chief Executive Officer
Phillips 66 Company
Phillips 66
2331 CityWest Blvd.
Houston, TX 77042
Re:Phillips 66 Company
Phillips 66
Registration Statement on Form S-4
Filed February 22, 2023
File No. 333-269921
Dear Mark Lashier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Mitchell Austin,
Acting Legal Branch Chief, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Anderson, Esq.

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CORRESP

 PHILLIPS 66

2331 CityWest Boulevard

 Houston,
Texas 77042

 (281) 293-6600

January 31, 2022

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, N.E.

 Washington, D.C. 20549-4628

Attention:
           Irene Barberena-Meissner

 Laura Nicholson

Re:
 Phillips 66

 Registration Statement on Form S-4

 File No. 333-261605

To the addressees set forth above:

 Phillips 66
(the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned
Registration Statement to 3:00 P.M., Washington, D.C. time, on February 2, 2022 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

Thank you for your assistance in this matter.

[Signature Page follows]

Very truly yours,

Phillips 66

By:

 /s/ Kevin J. Mitchell

Kevin J. Mitchell

Executive Vice President, Finance and Chief Financial Officer

 Cc:    Greg C. Garland, Phillips 66

William N. Finnegan, Latham & Watkins LLP

Thomas G. Brandt, Latham & Watkins LLP

United States securities and exchange commission logo
January 13, 2022
Kevin J. Mitchell
Chief Financial Officer
Phillips 66
2331 CityWest Boulevard
Houston, TX 77042
Re:Phillips 66
Form 10-K for the Year Ended December 31, 2020
Filed February 24, 2021
File No. 001-35349
Dear Mr. Mitchell:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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CORRESP

 811 Main Street, Suite 3700

Houston, TX 77002

Tel: +1.713.546.5400 Fax: +1.713.546.5401

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Moscow

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh*

January 4, 2022

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

VIA EDGAR

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

United States Securities and Exchange Commission

Madrid

Washington, D.C.

Division of Corporation Finance

Milan

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Irene Barberena-Meissner

Laura Nicholson

 Re:  

Phillips 66

Registration Statement on Form S-4

Filed December 10, 2021

File No. 333-261605

 To the addressees set forth above:

We are in receipt of the comment letter dated December 20, 2021 from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comments on behalf
of Phillips 66 (the “Company”) as set forth below.

 The Company’s responses set forth in this letter are
numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staff’s
comments and the Company’s response for each item below.

 Registration Statement on Form S-4 filed
December 10, 2021

 General

1.
 Please confirm your understanding that we will not be in a position to accelerate the effectiveness of your
registration statement until our comments relating to your Form 10-K for the fiscal year ended December 31, 2020 have been resolved.

 January 4, 2022

Page 2

 Response: In response to the
Staff’s comment, the Company confirms its understanding that the effectiveness of the Registration Statement will not be accelerated prior to the resolution of the Staff’s comments relating to the Company’s Form 10-K for the fiscal year ended December 31, 2020.

*                *
         *                *                *

 Please do not hesitate to contact me at (713) 546-7486 with any questions regarding this
correspondence. Thank you in advance for your cooperation in connection with this matter.

Sincerely,

/s/ Thomas G. Brandt

 Thomas G. Brandt

 of LATHAM & WATKINS
LLP

cc:

Greg C. Garland, Phillips 66

Mark A. Haney, Conflicts Committee of Phillips 66 Partners GP LLC

William N. Finnegan, Latham & Watkins LLP

Alan Bogdanow, Vinson & Elkins L.L.P.

Peter Marshall, Vinson & Elkins L.L.P.

 2

United States securities and exchange commission logo
December 20, 2021
Greg C. Garland
Chairman of the Board of Directors and Chief Executive Officer
Phillips 66
2331 CityWest Boulevard
Houston, Texas 77042
Re:Phillips 66
Registration Statement on Form S-4
Filed December 10, 2021
File No. 333-261605
Dear Mr. Garland:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
General
1.Please confirm your understanding that we will not be in a position to accelerate the
effectiveness of your registration statement until our comments relating to your Form 10-
K for the fiscal year ended December 31, 2020 have been resolved.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameGreg C. Garland
 Comapany NamePhillips 66
 December 20, 2021 Page 2
 FirstName LastName
Greg C. Garland
Phillips 66
December 20, 2021
Page 2
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Laura
Nicholson, Special Counsel, at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Thomas G. Brandt, Esq.

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November 17, 2021

VIA EDGAR

Mr. Brad Skinner

Ms. Diane Fritz

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

 Phillips 66

 Form 10-K for the Year Ended December 31, 2020 (“2020 Form 10-K”)

 Response dated October 15, 2021

 File No. 001-35349

Dear Mr. Skinner and Ms. Fritz,

            Set forth below is the response of Phillips 66 (the “Company”, “we”, “us”, or “our”) to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 4, 2021, with respect to the Company’s 2020 Form 10-K, and our response dated October 15, 2021, to your comment letter dated September 22, 2021.  For ease of reference, we have repeated the Staff’s comments below and numbered our responses to correspond with the Staff’s comments.

1.Your response to prior comment 4 states, in part, that you have not experienced material weather-related impacts on the availability the insurance coverage you have historically maintained. Please provide us with additional support for this statement.

Historically, the most significant weather-related events for our business have been named windstorms, primarily hurricanes.  Our named windstorm coverage is obtained through a mutual insurance company in which the insureds are shareholders.  Our insurance coverage through the mutual insurer has not changed since we became a publicly traded company in 2012.  We do not purchase incremental named windstorm coverage in the commercial market; therefore, our property damage coverage has not been materially impacted by these weather-related events.  The risk to our business from not having incremental named windstorm insurance coverage is covered in the Risk Factors section of our 2020 Form 10-K where we disclose that we do not insure against all potential losses and only maintain insurance coverage in amounts we believe to be prudent against many, but not all, potential liabilities.

Securities and Exchange Commission

November 17, 2021

Page 2

2.We note from your response to prior comment 6 that your compliance with climate-related laws and regulations can increase your exposure to litigation.  Please tell us how you considered providing disclosure addressing the risks associated with the possibility of climate change related litigation, including litigation not solely related to compliance with climate-related laws and regulations, and its potential impact.

In considering disclosures of the risk of climate-related litigation, we considered the merits of litigation that has already been brought and the likelihood of additional litigation that could reasonably be expected to have a material adverse effect on the Company.  Given the expectation of continued legal, political and shareholder pressure on companies, including us, relating to climate-related matters, we intend to include the following additional Risk Factor under the subheading “Regulatory and Environmental, Climate and Weather Risks” in our future filings:

Continuing political and social concerns about the issues of climate change may result in changes to our business and significant expenditures, including litigation-related expenses.

Increasing attention to global climate change has resulted in increased investor attention and an increased risk of public and private litigation, which could increase our costs or otherwise adversely affect our business.  For example, shareholder activism has recently been increasing in our industry, and shareholders may attempt to effect changes to our business or governance, whether by shareholder proposals, public campaigns, proxy solicitations or otherwise.  Additionally, cities, counties, and other governmental entities in several states in the U.S. began filing lawsuits against energy companies in 2017, including Phillips 66.  The lawsuits seek damages allegedly associated with climate change, and the plaintiffs are seeking unspecified damages and abatement under various tort theories.  Similar lawsuits may be filed in other jurisdictions.  We believe these lawsuits are an inappropriate vehicle to address the challenges associated with climate change and will vigorously defend against them for lacking factual and legal merit.  The ultimate outcome and impact to us of any such litigation cannot be predicted with certainty, and we could incur substantial legal costs associated with defending these and similar lawsuits in the future.  Additionally, any of these risks could result in unexpected costs, negative sentiments about our company, disruptions in our operations, increases to our operating expenses and reduced demand for our products, which in turn could have an adverse effect on our business, financial condition and results of operations.

If you have any additional questions or comments, please contact the undersigned.

    Very Truly Yours,

PHILLIPS 66

By: /s/ J. Scott Pruitt

 J. Scott Pruitt

 Vice President and Controller

Cc:    William R. Strait, Ernst & Young, LLP

United States securities and exchange commission logo
November 4, 2021
Kevin J. Mitchell
Chief Financial Officer
Phillips 66
2331 CityWest Boulevard
Houston, TX 77042
Re:Phillips 66
Form 10-K for the Year Ended December 31, 2020
Response Dated October 15, 2021
File No. 001-35349
Dear Mr. Mitchell:
            We have reviewed your October 15, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 22, 2021 letter.
Response Letter Dated October 15, 2021
Form 10-K for Fiscal Year Ended December 31, 2020
1.Your response to prior comment 4 states, in part, that you have not experienced material
weather-related impacts on the availability the insurance coverage you have historically
maintained.  Please provide us with additional support for this statement.
2.We note from your response to prior comment 6 that your compliance with climate-related
laws and regulations can increase your exposure to litigation.  Please tell us how you
considered providing disclosure addressing the risks associated with the possibility of
climate change related litigation, including litigation not solely related to compliance with
climate-related laws and regulations, and its potential impact.

 FirstName LastNameKevin J. Mitchell
 Comapany NamePhillips 66
 November 4, 2021 Page 2
 FirstName LastName
Kevin J. Mitchell
Phillips 66
November 4, 2021
Page 2
            You may contact Diane Fritz (Staff Accountant) at (202) 551-3331 or Brad Skinner
(Office Chief) at (202) 551-3489 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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October 15, 2021

VIA EDGAR

Mr. Brad Skinner

Ms. Diane Fritz

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

 Phillips 66

 Form 10-K for the Year Ended December 31, 2020 (“2020 Form 10-K”)

 Filed February 24, 2021

 File No. 001-35349

Dear Mr. Skinner and Ms. Fritz,

    Phillips 66 (the “Company”, “we”, “us”, or “our”) hereby provides its response to the comments of the staff of the Securities and Exchange Commission (the “Staff”) in the Staff’s letter dated September 22, 2021 on our 2020 Form 10-K.  For ease of reference, we have repeated the Staff’s comments below and numbered our responses to correspond with the Staff’s comments.

1.We note that you provided more expansive disclosure in your CSR report than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CSR report.

We periodically provide our stakeholders with information on various topics in reports and presentations that are publicly available on our website.  In response to requests by certain stakeholders, we have supplementally disclosed additional climate-related information in our stand-alone Sustainability Report, which is approximately 68 pages in length.  Our Sustainability Report provides a single, convenient location for stakeholders to review (i) certain material environmental, social and governance (ESG) information that is included in both the Sustainability Report and our SEC filings and (ii) additional supplemental information that is of interest to certain stakeholders but not required in our SEC filings.  The supplemental information is not information required by Regulation S-K, nor is it necessary to make any of the statements included in our SEC filings not misleading.  We considered voluntarily including certain of the supplemental information in our SEC filings; however, we believed including this additional information would make our SEC filings unnecessarily longer and more difficult to read.

We believe that our SEC filings adequately and appropriately inform investors as to material information about our business, strategy, and financial results, including climate-related information. As discussed in response to other comments in this letter, we have disclosed climate-related information about our business, strategy, and financial results, including the risk of an investment in our Company, in the 2020 Form 10-K.

Securities and Exchange Commission

October 15, 2021

Page 2

2.If material, please discuss with greater specificity the indirect consequences of climate-related regulation or business trends such as the increased demand for goods that result in lower emissions or are related to alternative energy sources and strategic opportunities that may arise for your company as a result of climate change.

We respectfully note that we have disclosed the material consequences that climate-related regulation and business trends may have on our Company, and we believe those disclosures provide sufficient specificity for investors.  These disclosures can be found in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) sections of the 2020 Form 10-K.

Specifically, we describe the potential for increased costs and decreased demand for our products as a result of climate change in the Risk Factors section of the 2020 Form 10-K under the sub-heading “Regulatory and Environmental, Climate and Weather Risks.” These risks include the following, each of which is discussed with specificity therein:

•We expect to continue to incur substantial capital expenditures and operating costs as a result of our compliance with existing and future environmental laws and regulations;

•The adoption of climate change legislation or regulation could result in increased operating costs and reduced demand for the refined petroleum products we produce;

•Compliance with the EPA’s Renewable Fuel Standard (RFS) could adversely affect our financial results; and

•Societal, technological, political and scientific developments around emissions and fuel efficiency may decrease demand for transportation fuels.

We also disclosed in the MD&A of the 2020 Form 10-K information regarding environmental regulations that we believe are reasonably likely to have a material effect on the Company’s financial condition or results of operations.  Specifically, we disclosed the most significant international and federal environmental laws and regulations to which we are subject and described the impact they have and can have on our business under “Contingencies —Environmental.” For example, we disclosed that the Energy Independence and Security Act of 2007 requires fuel producers and importers to provide additional renewable fuels for transportation motor fuels and stipulates a mix of various types and noted that we may experience a decrease in demand for refined petroleum products due to the regulatory program as currently promulgated.  We also disclosed, under “—Climate Change,” information about legislation focusing on greenhouse gas (GHG) emissions reduction, and precursors for possible regulation, that already have affected or could affect our operations.  Please see pages 61 through 65 of the 2020 Form 10-K.

We also believe that there are strategic opportunities for us as a result of climate change.  In the MD&A section of the 2020 Form 10-K, we disclosed the formation of our Emerging Energy organization, which is focused on lower-carbon opportunities within our portfolio, as well as commercializing emerging energy technologies.  As this organization continues its work, and as strategic opportunities are identified, we intend to disclose any such material opportunities in our future filings.

We confirm that in future filings, we will continue to disclose information concerning climate-related regulation and business trends, if material.

Securities and Exchange Commission

October 15, 2021

Page 3

3.Quantify any material weather-related damages to your property or operations.

 Weather-related damages to our property were not material during the years covered in the 2020 Form 10-K.  For the year ended December 31, 2020, we incurred before-tax costs to repair damage sustained from weather-related events of approximately $50 million. For the years ended December 31, 2019 and 2018, we incurred before-tax costs to repair damage from weather-related events of less than $5 million per year.

With respect to weather-related impacts to our results of operations, we respectfully note that the impact of weather-related events is already disclosed in our SEC filings.  For example, in the MD&A section of our Form 10-Q for the quarter ended September 30, 2020 and the 2020 Form 10-K, we disclosed that lower production by our Refining segment in 2020 was partially attributable to impacts from hurricanes in the Gulf Coast.

We confirm that in future filings, we will continue to disclose the impact of any weather-related damages to our property or operations, if material.

4.If material, disclose any weather-related impacts on the cost or availability of insurance.

We have not experienced material weather-related impacts on the availability or the cost of the insurance coverage we have historically maintained; for example, insurance premiums paid for property damage coverage were less than $50 million per year in each of the years ended December 31, 2020, 2019 and 2018.

Securities and Exchange Commission

October 15, 2021

Page 4

5.Disclose with specificity the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as market trends that may alter business opportunities, credit risks, or technological changes.

As discussed in response to the Staff’s comment No. 2, above, we disclosed in the Risk Factors section of the 2020 Form 10-K climate-related risks that we currently face and that we could face in the future as a result of those changes.  Our Risk Factors disclosure includes the risks associated with legislation and regulation, consumer demand, societal sentiment and technology related to the energy transition.  The disclosure also discusses the material adverse effects on our financial condition, results of operations and cash flows that may be caused by reductions in the amount of motor fuels we produce, increased production costs that we are not able to pass along to customers, the diminished ability of refined petroleum products to compete with renewable fuels, and overall reduced demand for our products, among other factors.

As also discussed in response to comment No. 2, above, in the MD&A section of the 2020 Form 10-K, we provided disclosures about climate-related regulation, including transition risk.  In that section, we disclosed that the effects of existing and potential future regulations can include significant increases in our costs, reduced demand for fossil energy derived products, impacts to the cost and availability of capital,  increased exposure to litigation, and increased demand for less carbon-intensive energy sources.

We confirm that in future filings, we will continue to disclose with specificity the effects of the risks posed by the transition to a lower-carbon economy, if material.

6.Disclose any material litigation risks related to climate change and the potential impact to the company.

We currently are not a party to any pending legal proceedings related to climate change that require disclosure under Item 103 of Regulation S-K.  Additionally, there are no contingencies relating to climate change that require disclosure under U.S. generally accepted accounting principles, such as ASC 450, Contingencies, that have not been disclosed in our SEC filings.

We currently disclose in the 2020 Form 10-K that compliance with climate related laws and regulations can increase our exposure to litigation.  We confirm that in future filings, when material and where appropriate, we will include additional disclosures about litigation risks related to climate change and the potential impact to the Company.

Securities and Exchange Commission

October 15, 2021

Page 5

7.If applicable and material, provide disclosure about any purchase or sale of carbon credits or offsets and any material effects on your business, financial condition, and results of operations.

We purchase credits in the open market to satisfy obligations under various environmental compliance programs. Governmental regulations in certain jurisdictions require us to blend a certain percentage of biofuels into the motor fuels we produce, primarily the Renewable Fuels Standard in the United States.  To the extent we are unable to blend biofuels at the required percentages, we are required to purchase biofuel credits to meet our obligations.  We also purchase emissions credits to comply with governmental regulations concerning various GHG emissions programs, including cap-and-trade and low carbon fuel standard programs.  For the years ended December 31, 2020, 2019 and 2018, we incurred expenses associated with our obligations to purchase biofuel credits under the various environmental compliance programs for our wholly owned businesses of $961 million, $764 million and $741 million, respectively.  These amounts are reflected in the “Purchased crude oil and products” line on our consolidated statement of operations.

We concluded that the above amounts did not require separate disclosure in the 2020 Form 10-K because they were not material.  These expenses represented approximately 1.7%, 0.8% and 0.8% of the total costs included in the “Purchased crude oil and products” line item for the years ended December 31, 2020, 2019 and 2018, respectively.  In addition, the cost to comply with certain programs, such as GHG emissions programs, is generally recovered from customers, which mitigates the overall financial impact to the Company of complying with these programs.

Finally, we periodically sell biofuel credits to mitigate our overall cost of complying with environmental programs.  However, the sales of credits are not material.  For the years ended December 31, 2020, 2019 and 2018, we received proceeds from the sale of these credits of $209 million, $97 million and $98 million, respectively.

We confirm that in future filings, we will provide disclosure of purchases and sales of carbon credits that have an effect on our business, financial condition and results of operations, if material.

If you have any additional questions or comments, please contact the undersigned.

    Very Truly Yours,

PHILLIPS 66

By: /s/ J. Scott Pruitt

 J. Scott Pruitt

 Vice President and Controller

Cc:    William R. Strait, Ernst & Young, LLP

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September 30, 2021

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.
Washington, D.C. 20549

Attn:

 Mr. Brad Skinner

 Ms. Diane Fritz

Re: Phillips 66

 Form 10-K for the Year Ended December 31, 2020

 Filed February 24, 2021

 File No. 001-35349

Ladies and Gentlemen:

Phillips 66 (the “Company”) acknowledges receipt of the letter dated September 22, 2021, providing comments on the above-referenced filing by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission.  Darren Shade, the Company’s Assistant Controller, spoke with Diane Fritz of the Staff on September 30, 2021, who kindly granted the Company’s request for an extension to October 15, 2021, to respond to the Staff’s comments.  Accordingly, the Company plans to respond to the Staff's comment letter on or before that date.  The Company greatly appreciates the Staff's cooperation in this regard.

If you should have any questions, please contact Darren Shade at (832) 765-4224 or me at (832) 765-1280.

 Very truly yours,

 /s/ J. Scott Pruitt

 J. Scott Pruitt

 Vice President and Controller

Cc:    Darren K. Shade, Phillips 66

United States securities and exchange commission logo
September 22, 2021
Kevin J. Mitchell
Chief Financial Officer
Phillips 66
2331 CityWest Boulevard
Houston, TX 77042
Re:Phillips 66
Form 10-K for the Year Ended December 31, 2020
Filed February 24, 2021
File No. 001-35349
Dear Mr. Mitchell:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
1.We note that you provided more expansive disclosure in your CSR report than you
provided in your SEC filings.  Please advise us what consideration you gave to providing
the same type of climate-related disclosure in your SEC filings as you provided in your
CSR report.
2.If material, please discuss with greater specificity the indirect consequences of climate-
related regulation or business trends such as the increased demand for goods that result in
lower emissions or are related to alternative energy sources and strategic opportunities
that may arise for your company as a result of climate change.
3.Quantify any material weather-related damages to your property or operations.
4.If material, disclose any weather-related impacts on the cost or availability of insurance.
5.Disclose with specificity the material effects of transition risks related to climate change
that may affect your business, financial condition, and results of operations, such as
market trends that may alter business opportunities, credit risks, or technological changes.

 FirstName LastNameKevin J. Mitchell
 Comapany NamePhillips 66
 September 22, 2021 Page 2
 FirstName LastName
Kevin J. Mitchell
Phillips 66
September 22, 2021
Page 2
6.Disclose any material litigation risks related to climate change and the potential impact to
the company.
7.If applicable and material, provide disclosure about any purchase or sale of carbon credits
or offsets and any material effects on your business, financial condition, and results of
operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Diane Fritz (Staff Accountant) at (202) 551-3331 or Brad Skinner
(Office Chief) at (202) 551-3489 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
June 16, 2021
Kevin J. Mitchell
Chief Financial Officer
Phillips 66
2331 CityWest Boulevard
Houston, TX 77042
Re:Phillips 66
Form 10-K for the Year Ended December 31, 2020
Filed February 24, 2021
File No. 001-35349
Dear Mr. Mitchell:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Phillips 66

2331 CityWest Blvd.

Houston, Texas 77042

June 4, 2021

Via EDGAR

Brian McAllister

Division of Corporation Finance
Office of Energy & Transportation

United States Securities and Exchange Commission
100 F Street, NE

Washington, D.C. 20549-4628

 Re: Phillips 66

  Form 10-K for the Year Ended December 31, 2020

  Filed February 24, 2021

  File No. 001-35349

Dear Mr. McAllister:

Set forth below are the responses of Phillips 66 (“we,” “our” or the “Company”), to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 6, 2021, with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 24, 2021, File No. 001-35349 (the “2020 Form 10-K”).

For your convenience, our responses are prefaced by the text of the Staff’s comments in bold/italicized text below.

U.S. Securities and Exchange Commission

June 4, 2021

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2020

Results of Operations

Segment Results, page 41

1.Your disclosure on page 28 indicates that you are exposed to the volatility in the market price of Renewable Identification Number or (“RIN”) and you cannot predict the future prices of RINs.  Please tell us, and disclose to the extent material, the amounts of expenses associated with the purchase of RINs and Renewable Fuel Standard related obligations for the periods presented and explain the fluctuations between periods.

Response:

We are required to purchase RINs in the open market to satisfy the portion of our obligation under the Renewable Fuel Standard (RFS) that is not fulfilled by blending renewable fuels into the motor fuels we produce.  We incurred expenses associated with our obligation to purchase RINs in the open market to comply with the RFS for our wholly owned refineries of $342 million, $111 million and $182 million for the years ended December 31, 2020, 2019 and 2018, respectively.  These expenses are included in the “Purchased crude oil and products” line item on our consolidated statement of operations.  Our jointly owned refineries also incurred expenses associated with the purchase of RINs in the open market, of which our share was $133 million, $74 million and $102 million for the years ended December 31, 2020, 2019 and 2018, respectively.  These expenses are included in the “Equity in earnings of affiliates” line item on our consolidated statement of operations.

For wholly owned refineries, the increase in these expenses in 2020, compared with 2019, was primarily due to higher weighted average RIN prices and reduced blending activities, partially offset by lower production.  The decrease in these expenses in 2019, compared with 2018, was primarily due to lower weighted average RIN prices, partially offset by higher production and reduced blending activities.  In addition, the lower expense in 2019 reflects the benefit of retroactive small refinery exemptions granted to one of our refineries.

For jointly owned refineries, the increase in these expenses in 2020, compared with 2019, was primarily due to higher weighted average RIN prices, partially offset by lower production.  The decrease in these expenses in 2019, compared with 2018, was primarily due to lower weighted average RIN prices, partially offset by higher production.

We acknowledge the Staff’s comment and we will include a disclosure similar to the following in our future Form 10-K filings in Management’s Discussion and Analysis of Financial Condition and Results of Operations.  In addition, we will explain fluctuations in the disclosed amounts between periods if these fluctuations have a material impact on a financial statement line item.

We are required to purchase RINs in the open market to satisfy the portion of our obligation under the Renewable Fuel Standard (RFS) that is not fulfilled by blending renewable fuels into the motor fuels we produce.  For the years ended December 31, 2020, 2019 and 2018, we incurred expenses of $342 million, $111 million and $182 million, respectively, associated with our obligation to purchase RINs in the open market to comply with the RFS for our wholly owned refineries.  These expenses are included in the “Purchased crude oil and products” line item on our consolidated statement of operations.  Our jointly owned refineries also incurred expenses associated with the purchase of RINs in the open market, of which our share was $133 million, $74 million and $102 million for the years ended December 31, 2020, 2019 and 2018, respectively.  These expenses are included in the “Equity in earnings of affiliates” line item on our consolidated statement of operations.  The amount of these expenses and fluctuations between periods is primarily driven by the market price of RINs, refinery production and blending activities.

U.S. Securities and Exchange Commission

June 4, 2021

Page 3

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Reconciliations, page 70

2.We note you disclose and discuss realized refining margins and realized marketing fuel margins as non-GAAP financial measures and that you reconcile these non-GAAP financial measures to income (loss) before income taxes.  Please tell us why you have reconciled to income (loss) before income taxes as opposed to a fully burdened gross profit, which appears to represent the most directly comparable GAAP financial measure.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

Response:

We note that Question 104.03 of the Staff’s Compliance & Disclosure Interpretations on the use of non-GAAP financial measures highlights that segment measures that are adjusted to include amounts excluded from, or to exclude amounts included in, the measure reported to the chief operating decision maker (CODM) are considered non-GAAP financial measures and subject to Item 10(e) of Regulation S-K.  Based on this guidance, we concluded that “realized refining margins” and “realized marketing fuel margins” are non-GAAP measures for purposes of reporting segment performance as they include adjustments to our measure of segment profit disclosed in our financial statements.  We then evaluated the most directly comparable GAAP measure to which we should reconcile “realized refining margins” and “realized marketing fuel margins” to comply with Item 10(e)(1)(i)(B) of Regulation S-K.  As part of this evaluation, we considered the adopting release of Item 10(e), Exchange Act Release No. 47226, in which the Staff noted that “it is most appropriate to provide registrants with the flexibility to best make the determination as to which is the most directly comparable GAAP financial measure calculated and presented in accordance with GAAP.”  We believe the most directly comparable GAAP financial measure, in accordance with Item 10(e)(1)(i)(B) of Regulation S-K and the Staff’s interpretive guidance, at the segment level is segment “income (loss) before income taxes,” because this is the financial measure our CODM uses to allocate resources to and assess performance of our operating segments and the segment profit measure we are required to disclose in accordance with ASC 280, Segment Reporting.

In addition, we note that ASC 280 does not require a determination or calculation of fully burdened segment gross profit unless it is the segment measure used by the CODM to allocate resources and assess performance.  Further, we note that reconciling these non-GAAP financial measures to a fully burdened gross profit would require us to calculate, report and maintain a segment performance measure that our CODM does not currently utilize to allocate resources and assess performance.

If you have any additional questions or comments, please contact the undersigned.

  Very Truly Yours,

  PHILLIPS 66

  By:   /s/ Chukwuemeka A. Oyolu

   Chukwuemeka A. Oyolu

   Vice President and Controller

Cc:      Steve Lo, Securities and Exchange Commission

 William R. Strait, Ernst & Young, LLP

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May 13, 2021

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance

100 F Street, N.E.
Washington, D.C. 20549

Attn:

 Mr. Brian McAllister

 Mr. Steve Lo

Re: Phillips 66

 Form 10-K for the Year Ended December 31, 2020

 Filed February 24, 2021

 File No. 001-35349

Ladies and Gentlemen:

Phillips 66 (the “Company”) acknowledges receipt of the letter dated May 6, 2021, providing comments on the above-referenced filing by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission.  Darren Shade, the Company’s Assistant Controller, spoke with Brian McAllister of the Staff on May 13, 2021, who kindly granted the Company’s request for an extension to June 4, 2021, to respond to the Staff’s comments.  Accordingly, the Company plans to respond to the Staff's comment letter on or before that date.  The Company greatly appreciates the Staff's cooperation in this regard.

If you should have any questions, please contact Darren Shade at (832) 765-4224 or me at (832) 765-1285.

 Very truly yours,

 /s/ Chukwuemeka A. Oyolu

  Chukwuemeka A. Oyolu

 Vice President and Controller

Cc:    Darren K. Shade, Phillips 66

United States securities and exchange commission logo
May 6, 2021
Kevin J. Mitchell
Chief Financial Officer
Phillips 66
2331 CityWest Boulevard
Houston, TX 77042
Re:Phillips 66
Form 10-K for the Year Ended December 31, 2020
Filed February 24, 2021
File No. 001-35349
Dear Mr. Mitchell:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
10-K for the Year Ended December 31, 2020
Results of Operations
Segment Results, page 41
1.Your disclosure on page 28 indicates that you are exposed to the volatility in the market
price of Renewable Identification Number or (“RIN”) and you cannot predict the future
prices of RINs.  Please tell us, and disclose to the extent material, the amounts of expenses
associated with the purchase of RINs and Renewable Fuel Standard related obligations for
the periods presented and explain the fluctuations between periods.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Reconciliations, page 70
2.We note you disclose and discuss realized refining margins and realized marketing fuel
margins as non-GAAP financial measures and that you reconcile these non-GAAP
financial measures to income (loss) before income taxes.  Please tell us why you have

 FirstName LastNameKevin J. Mitchell
 Comapany NamePhillips 66
 May 6, 2021 Page 2
 FirstName LastName
Kevin J. Mitchell
Phillips 66
May 6, 2021
Page 2
reconciled to income (loss) before income taxes as opposed to a fully burdened gross
profit, which appears to represent the most directly comparable GAAP financial measure.
Refer to Item 10(e)(1)(i)(B) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Brian McAllister at (202) 551-3341 or Steve Lo at (202) 551-3394 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 4628
November 7,  2017

Mr. Chukwuemeka A. Oyolu
Vice President and Controller
Phillips 66
2331 CityWest Blvd.
Houston, TX 77042

Re: Phillips 66
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 17, 2017
File No. 001 -35349

Dear Mr. Oyolu :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

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Phillips 66

2331 CityWest Blvd.

Houston, Texas 77042

October 23, 2017

Via EDGAR

Brad Skinner

Senior Assistant Chief Accountant

Office of Natural Resources

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E., Mail Stop 4628

Washington, D.C. 20549-4628

Re:

 Phillips 66

 Form 10-K for Fiscal Year Ended December 31, 2016

 Response Dated September 22, 2017

 File No. 001-35349

Dear Mr. Skinner:

Set forth below is the response of Phillips 66 (“we,” “our” or the “Company”) to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 17, 2017, with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 17, 2017, File No. 001-35349, and our response dated September 22, 2017, to your comment letter dated September 14, 2017.

For your convenience, our response is prefaced by the text of the Staff’s comment in bold/italicized text below.

U.S. Securities and Exchange Commission

October 23, 2017

Page 2

Form 10-K for Fiscal Year Ended December 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 30

Results of Operations, page 33

1.We have read your response to prior comment one in which you provide details of how marketing fuel margin, refining margin and realized refining margin are calculated on a per barrel basis.  Further, we note on a prospective basis you intend to include a definition and calculation for each of these measures in your filings.  Please include details of how the amounts used in the calculations are derived from your financial statements and related note disclosures.  In addition, please indicate these margin measures are not comparable to GAAP gross margin or gross profit as you subtract some but not all of the expenses that comprise a complete cost of sales measure from revenue in your calculations.

Response:

We acknowledge the Staff’s comment and, in future filings, will reconcile our marketing and refining margins per barrel to the nearest GAAP measure – “net income attributable to Phillips 66 per barrel” for each respective measure.  This reconciliation will be accompanied by the disclosures required by Item 10(e) of Regulation S-K.

Using 2016 as an example, we propose to include the following reconciliations and expanded disclosures in our upcoming Form 10-Q and Form 10-K filings in regards to our marketing and refining margins per barrel:

Realized Marketing Fuel Margins Per Barrel

The following table presents our realized marketing fuel margin per barrel.  Realized marketing fuel margins measure the difference between a) sales and other operating revenues derived from the sale of fuels in our Marketing and Specialties segment and b) purchase costs of those fuels.  These margins are converted to a per-barrel basis by dividing them by sales volumes measured on a barrel basis.  Marketing fuel margin per barrel demonstrates the value uplift our marketing operations provide by optimizing the placement and ultimate sale of our refineries’ fuel production.

Within the Marketing and Specialties segment, the GAAP performance measure most directly comparable to marketing fuel margin per barrel is the marketing business’ “net income attributable to Phillips 66 per barrel.”  Marketing fuel margin per barrel excludes items that are typically included in gross margin, such as depreciation and operating expenses, and other items used to determine net income, such as general and administrative expenses and income taxes.  Because marketing fuel margin per barrel excludes these items, and because marketing fuel margin per barrel may be defined differently by other companies in our industry, it has limitations as an analytical tool.

U.S. Securities and Exchange Commission

October 23, 2017

Page 3

 Dollars Per Barrel

 2016

Net Income Attributable to Phillips 66

U.S.

 $

 0.74

International

 2.21

Realized Marketing Fuel Margins

U.S.

 $

 1.64

International

 4.05

Non-GAAP Reconciliations

 Millions of Dollars

Realized Marketing Fuel Margins

 U.S.

 International

Year Ended December 31, 2016

Net income attributable to Phillips 66

 $

 519

 235

Plus (Minus):

Provision for income taxes

 285

 17

Taxes other than income taxes

 5,187

 8,132

Depreciation and amortization

 12

 63

Selling, general and administrative expenses

 708

 259

Equity in earnings of affiliates

 (4

 )

 (75

 )

Other operating revenues*

 (5,558

 )

 (8,157

 )

Other segment (income) expenses, net

 —

 3

Marketing margins

 $

 1,149

 477

Less:  Margin for non-fuel related sales

 —

 (45

 )

Realized marketing fuel margins

 $

 1,149

 432

Total fuel sales volumes (thousands of barrels)

 699,111

 106,574

Net income attributable to Phillips 66 per barrel (dollars per barrel)

 $

 0.74

 2.21

Realized marketing fuel margins (dollars per barrel)

 $

 1.64

 4.05

* Primarily excise taxes and other non-fuel revenues.

U.S. Securities and Exchange Commission

October 23, 2017

Page 4

Refining Margins Per Barrel

The following table presents our realized refining margin per barrel.  Realized refining margins measure the difference between a) sales and other operating revenues derived from the sale of petroleum products manufactured at our refineries and b) purchase costs of feedstocks, primarily crude oil, used to produce the petroleum products.  The margins are adjusted to include our proportional share of our joint venture refineries’ realized margins, as calculated above, as well as to exclude those items that are not representative of the underlying operating performance of a period, which we call “special items.”  The realized refining margins are converted to a per-barrel basis by dividing them by total refinery processed inputs (primarily crude oil) measured on a barrel basis, including our share of inputs processed by our joint venture refineries.  Our realized refining margin per barrel is intended to be comparable with industry refining margins, which are known as “crack spreads.”  As discussed in “Business Environment,” industry crack spreads measure the difference between market prices for refined petroleum products and crude oil.  Realized refining margin per barrel calculated on a similar basis as industry crack spreads provides a useful measure of how well we performed relative to benchmark industry margins.

The GAAP performance measure most directly comparable to refining margin per barrel is the Refining segment’s “net income attributable to Phillips 66 per barrel.”  Refining margin per barrel excludes items that are typically included in a manufacturer’s gross margin, such as depreciation and operating expenses, and other items used to determine net income, such as general and administrative expenses and income taxes.  It also includes our proportional share of joint venture refineries’ realized margins and excludes special items.  Because refining margin per barrel is calculated in this manner, and because refining margin per barrel may be defined differently by other companies in our industry, it has limitations as an analytical tool.

 Dollars Per Barrel

 2016

Net Income Attributable to Phillips 66

Atlantic Basin/Europe

 $

 0.93

Gulf Coast

 0.18

Central Corridor

 2.38

West Coast

 (0.92

 )

Worldwide

 0.51

Realized Refining Margins

Atlantic Basin/Europe

 $

 6.26

Gulf Coast

 5.49

Central Corridor

 8.70

West Coast

 9.15

Worldwide

 6.99

U.S. Securities and Exchange Commission

October 23, 2017

Page 5

Non-GAAP Reconciliations

 Millions of Dollars

Realized Refining Margins

 Atlantic Basin/Europe

 Gulf Coast

 Central Corridor

 West Coast

 Worldwide

Year Ended December 31, 2016

Net income (loss) attributable to Phillips 66

 $

 204

 52

 234

 (116

 )

 374

Plus (Minus):

Provision (benefit) for income taxes

 (17

 )

 17

 133

 (72

 )

 61

Taxes other than income taxes

 58

 73

 42

 80

 253

Depreciation, amortization and impairments

 200

 234

 106

 230

 770

Selling, general and administrative expenses

 64

 51

 31

 49

 195

Operating expenses

 817

 1,234

 465

 979

 3,495

Equity in earnings of affiliates

 8

 (50

 )

 (122

 )

 —

 (164

 )

Other segment (income) expenses, net

 (11

 )

 3

 (6

 )

 (2

 )

 (16

 )

Proportional share of refining gross margins contributed by equity affiliates

 55

 (4

 )

 705

 —

 756

Special items:

Pending claims and settlements

 —

 (70

 )

 —

 —

 (70

 )

Certain tax impacts

 (32

 )

 —

 —

 —

 (32

 )

Recognition of deferred logistics commitments

 30

 —

 —

 —

 30

Railcar lease residual value deficiencies and related costs

 5

 16

 11

 8

 40

Realized refining margins

 $

 1,381

 1,556

 1,599

 1,156

 5,692

Total processed inputs (thousands of barrels)

 220,519

 283,574

 98,217

 126,329

 728,639

Adjusted total processed inputs (thousands of barrels)*

 220,519

 283,574

 183,691

 126,329

 814,113

Net income (loss) attributable to Phillips 66 per barrel (dollars per barrel)**

 $

 0.93

 0.18

 2.38

 (0.92

 )

 0.51

Realized refining margins (dollars per barrel)***

 $

 6.26

 5.49

 8.70

 9.15

 6.99

    * Adjusted total processed inputs include our proportional share of processed inputs of equity affiliates.

  ** Net income (loss) attributable to Phillips 66 divided by total processed inputs.

*** Realized refining margin divided by adjusted total processed inputs.

U.S. Securities and Exchange Commission

October 23, 2017

Page 6

We appreciate this opportunity to work with the Staff to improve our margin-per-barrel disclosures, and trust the above reconciliations and expanded disclosures appropriately address the Staff’s comment.

If you have any additional questions or comments, please contact the undersigned.

                            Very Truly Yours,

                          PHILLIPS 66

By:

 /s/ Chukwuemeka A. Oyolu

 Chukwuemeka A. Oyolu

 Vice President and Controller

Cc:

 Jenifer Gallagher, Securities and Exchange Commission
Scott Miracle, Ernst & Young, LLP

Mail Stop 4628
October 17 , 2017

Mr. Chukwuemeka A. Oyolu
Vice President and Controller
Phillips 66
2331 CityWest Blvd.
Houston, TX 77042

Re: Phillips 66
 Form 10-K for Fiscal Year Ended December 31, 2016
Response Dated September 22, 2017
File No. 001 -35349

Dear Mr. Oyolu :

We have reviewed  your September 22, 2017 response to our comment letter and have the
following comment.  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 comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comm ent applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our reference  to the prior comment  is to the comment in our
Septe mber 14, 2017 letter.

Form 10 -K for Fiscal Year Ended December 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 30

Results of Operations, page 33

1. We have read your response to prior commen t one in which you provide details of how
marketing fuel margin, refining margin and realized refining margin are calculated on a
per barrel basis.  Further, we note on a prospective basis you intend to include a
definition and calculation for each of thes e measures in your filings.  Please include
details of how the amounts used in the calculations are derived from your financial
statements and related note disclosures.  In addition, please indicate these margin
measures are not comparable to GAAP gross ma rgin or gross profit as you subtract some

Chukwuemeka A. Oyolu
Phillips 66
October 17 , 2017
Page 2

 but not all of the expenses that comprise a complete cost of sales measure from revenue
in your calculations.

You may contact Jenifer Gallagher, Staff Accountant at (202) 551 -3706 or  me at (202)
551-3489 with any questions.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
1
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		Document

Phillips 66

2331 CityWest Blvd.

Houston, Texas 77042

September 22, 2017

Via EDGAR

Brad Skinner

Senior Assistant Chief Accountant

Office of Natural Resources

Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E., Mail Stop 4628
Washington, D.C. 20549-4628

Re:

 Phillips 66

 Form 10-K for Fiscal Year Ended December 31, 2016

 Filed February 17, 2017

 File No. 001-35349

Dear Mr. Skinner:

Set forth below is the response of Phillips 66 (“we,” “our” or the “Company”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 14, 2017, with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 17, 2017, File No. 001-35349 (the “2016 Form 10-K”).

For your convenience, our response is prefaced by the text of the Staff’s comment in bold/italicized text below.

U.S. Securities and Exchange Commission

September 22, 2017

Page 2

Form 10-K for Fiscal Year Ended December 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 30

Results of Operations, page 33

1.We note you present Refining Margins and Realized Marketing Fuel Margins both on a per barrel basis in your Segments Results discussion.  Please provide a definition and calculation of these measures.  If such measures do not align with a GAAP measure, please tell us what consideration you gave to identifying them as non-GAAP and providing the information set forth in Item 10(e) of Regulation S-K.

Response: Set forth below are the definitions and calculations of the two statistical measures requested by the Staff.

Realized Marketing Fuel Margins Per Barrel

Realized marketing fuel margins per barrel measure the difference between a) sales and other operating revenues and associated other income derived from the sale of fuels in our Marketing and Specialties segment and b) purchase costs of those fuels.  These margins are then converted to a per-barrel basis by dividing the dollar value of marketing fuel margins by sales volumes measured on a barrel basis.

For the supplemental information of the Staff, the table below illustrates the calculation for the year ended December 31, 2016:

 Millions of Dollars

 Except as Indicated

Marketing Fuel Margin

 U.S.

 International

Year Ended December 31, 2016

Sales and other operating revenues

 $

 42,076

 6,319

Plus (Less):

Purchased crude oil and products

 (40,927

 )

 (5,887

 )

Realized marketing fuel margin

 $

 1,149

 432

Total fuel sales volumes (thousands of barrels)

 699,111

 106,574

Realized marketing fuel margin per barrel (dollars per barrel)

 $

 1.64

 4.05

As illustrated above, we believe our realized marketing fuel margin per barrel calculation is a GAAP-based financial measure, as the revenues and purchase costs utilized in the calculation were derived in accordance with GAAP.  To allow for greater transparency in the disclosure, in future filings we will provide a narrative explanation of how this measure is defined and calculated.

U.S. Securities and Exchange Commission

September 22, 2017

Page 3

Refining Margins Per Barrel

Refining margins measure the difference between a) sales and other operating revenues and associated other income derived from the sale of petroleum products manufactured at our refineries and b) purchase costs of feedstocks, primarily crude oil, used to produce the petroleum products.  These margins are then converted to a per-barrel basis by dividing the dollar value of refining margins by total refinery processed inputs measured on a barrel basis.  Our definition of realized refining margin is intended to be comparable with industry refining margins, which are known as “crack spreads.”  As discussed on page 32 of our 2016 Form 10-K, industry crack spreads measure the difference between market prices for refined petroleum products and crude oil.  By calculating our realized refining margins on a similar basis as industry crack spreads, we are able to provide investors with a useful measure of how well we performed relative to benchmark industry margins.

We perform our realized refining margin per barrel calculation for each of our ten wholly owned refineries, as well as our three joint-venture refineries.  These amounts are presented by geographic region and in total for our worldwide operations on a weighted-average-throughput basis.

For the supplemental information of the Staff, the table below illustrates the calculation for our worldwide operations for the year ended December 31, 2016:

 Millions of Dollars

 Except as Indicated

Refining Margin

 Worldwide

Year Ended December 31, 2016

Sales and other operating revenues

 $

 52,068

Plus (Less):

Other income

 4

Purchased crude oil and products

 (47,103

 )

Refining margin

 4,969

Plus (Less):

Proportional share of refining margins contributed by equity affiliates

 755

Special items

 (32

 )

Realized refining margin

 $

 5,692

Total processed inputs (thousands of barrels)*

 814,113

Realized refining margin per barrel (dollars per barrel)

 $

 6.99

* Includes our proportional share of processed inputs of equity affiliates.

As noted above, we incorporate the realized refining margins of our joint-venture refineries that we account for using the equity method of accounting by taking our proportional share of the joint-venture refinery’s realized margin and processed inputs.  These amounts are calculated on a basis consistent with our wholly owned refineries.  We believe it is necessary to present a refining margin inclusive of our share of the refining margins of joint-venture refineries for investors to understand our performance, as these joint ventures are an integral part of our refining operations, with our share of their refining crude oil throughput capacity representing 14 percent of our total worldwide capacity.  In addition, we adjust revenues or purchase costs if they are impacted by items that are not representative of the underlying operating performance of a period.  We refer to these as “special items,” and they include such items as lower-of-cost-or-market inventory adjustments and certain legal settlements.

U.S. Securities and Exchange Commission

September 22, 2017

Page 4

The adjustments for special items and for our proportional share of the joint-venture refineries render the refining margins per barrel a non-GAAP measure.  However, during the three-year period presented in the 2016 Form 10-K, the impact of these adjustments on the worldwide refining margin per barrel was not material, ranging from 1 percent to 3 percent in each year presented.  After reconsidering our presentation in light of the Staff’s comment, we plan to present, on a prospective basis beginning with the third-quarter 2017 Form 10-Q, a definition of refining margin per barrel, as well as both a GAAP and non-GAAP calculation of our realized refining margins, accompanied by the reconciliations and disclosures required by Item 10(e) of Regulation S-K, regardless of the materiality of such non-GAAP adjustments.

If you have any additional questions or comments, please contact the undersigned.

                            Very Truly Yours,

                          PHILLIPS 66

By:

 /s/ Chukwuemeka A. Oyolu

 Chukwuemeka A. Oyolu

 Vice President and Controller

Cc:

 Jenifer Gallagher, Securities and Exchange Commission
Scott Miracle, Ernst & Young, LLP

Mail Stop 4628
September 14, 2017

Mr. Chukwuemeka A. Oyolu
Vice President and Controller
Phillips 66
2331 CityWest Blvd.
Houston, TX 77042

Re: Phillips 66
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 17, 2017
File No. 001 -35349

Dear Mr. Oyolu :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  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 comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2016

Management’s Discu ssion and Analysis of Financial Condition and Results of Operations,
page 30

Results of Operations, page 33

1. We note you present Refining Margins and Realized Marketing Fuel Margins both on a
per barrel basis in your Segments Results discussion.  Please provide a definition and
calculation of these measures. If such measures do not align with a GAAP measure,
please tell us what consideration you gave to identifying them as non -GAAP and
providing the information set forth in Item 10(e) of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Chukwuemeka A. Oyolu
Phillips 66
September 14, 2017
Page 2

 You may contact Jenifer Gallagher, Staff Accountant at (202) 551 -3706 or  me at (202)
551-3489 with any questions.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
1
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Acceleration Request

 April 11, 2012

 Via EDGAR

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Phillips 66

 Request for
Acceleration of Effectiveness of Registration Statement on Form 10

 File No. 001-35349

Ladies and Gentlemen:

 Phillips 66 hereby
requests the effectiveness of its Registration Statement on Form 10 (File No. 001-35349) (the “Registration Statement”) be accelerated so that the Registration Statement will become effective as of 9:00 a.m. E.D.T. on April 12, 2012.

 In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, the reasons for this request are as
follows: on April 4, 2012, the Board of Directors of ConocoPhillips took several actions in connection with the spin-off of Phillips 66 from ConocoPhillips, including establishing the distribution ratio for the spin-off, setting a record date of
April 16, 2012, and setting a distribution date of April 30, 2012. ConocoPhillips and Phillips 66 wish to commence immediately the process of printing the Information Statement, which is filed as an exhibit to the Registration Statement, and mailing
it as soon as possible following the record date.

 In response to your request, Phillips 66 hereby acknowledges each of the following:

•

 The adequacy and accuracy of the disclosures in the above filing is Phillips 66’s responsibility.

•

 The Staff’s comments or the changes to disclosure Phillips 66 makes in response to the Staff’s comments do not foreclose the Commission from
taking any action on the above filing.

•

 Phillips 66 may not assert the Staff’s comments as a defense in any proceedings initiated by the Commission or any person under the federal
securities laws of the United States.

 Very truly yours,

PHILLIPS 66

 /s/ Greg C. Garland

 Greg C. Garland

President

CORRESP
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Correspondence

 Phillips 66

 January 3, 2012

 Via EDGAR

 Ms. Anne Nguyen Parker

 Branch Chief

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:    Phillips 66

          Registration Statement on Form 10-12B

           Filed November 14, 2011

          File No. 001-35349

 Dear Ms. Parker:

 Our responses to the comments raised in your letter dated December 12,
2011, are set forth below. The Staff’s comments are shown in bold followed by our responses.

 Concurrently with the submission of this
letter, we are filing through EDGAR Amendment No. 1 to the Form 10. Unless otherwise specified, all references to page numbers and captions in our responses correspond to the marked copy of the preliminary information statement filed as
Exhibit 99.1 to Amendment No. 1.

 Form 10-12B Filed November 14, 2011

General

1.
References in this letter to your document 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.

 Response:
Acknowledged.

2.
You will expedite the review process if you address each portion of every numbered comment that appears in this letter. Provide complete responses 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 comments, please make corresponding changes where applicable
throughout your document. For example, we might comment on one section or example in the document, but our silence on similar or related disclosure elsewhere does not relieve you of the need to make similar revisions elsewhere as appropriate. If
parallel information appears at more than one place in the document, provide in your response letter page references to all responsive disclosure.

 Response: Acknowledged.

 U.S. Securities and Exchange Commission

 January 3, 2012

  Page
 2

3.
We note your statement in several places in the document that you will provide in subsequent amendments certain information, such 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 until such omitted disclosure is provided. Accordingly, please provide the missing information, or provide us with details as to when decisions will be made such that the information will be
available.

 Response: Acknowledged. With regard to information currently omitted from the Form
10, we will include such information in future amendments as we finalize decisions relating to the separation, including the final terms of the separation agreements, the expected leadership of Phillips 66 and treatment of outstanding benefits and
equity awards. This information is expected to be finalized during the first quarter of 2012.

4.
Please file all omitted exhibits and provide other omitted disclosure. Once you file all the omitted items, including any material contracts required to be filed
pursuant to Item 601(b)(10) of Regulation S-K, we may have additional comments. In this 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.

 Response: We confirm we expect to file copies of material agreements relating to
our joint ventures, such as those with Spectra Energy Corp. related to DCP Midstream and with Chevron Corporation related to CPChem, as exhibits to future amendments to the Form 10. We do not currently believe the supply agreement with DCP Midstream
is material and, as a result, do not expect it to be filed as an exhibit to our Form 10. The terms and conditions of the DCP supply agreement are similar to other supply agreements we have in place and enter into in the ordinary course of business,
and our business is not substantially dependent on it.

 Preliminary Information Statement

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

Response: The Form 10 has been revised to disclose why stockholder approval is not required and was not sought (under the
heading “Summary—Questions and Answers About the Separation and Distribution” on page 7):

 “Q:
Why is no stockholder vote required to approve the separation and its material terms?

 A: Delaware law does not require a
shareholder vote to approve the separation because the separation does not constitute a transfer of all or substantially all of the assets of ConocoPhillips to Phillips 66.”

 U.S. Securities and Exchange Commission

 January 3, 2012

  Page
 3

 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.

Response: The Form 10 has been revised in response to the Staff’s comments regarding Risk Factor disclosures (under the
headings “Summary—Summary Risk Factors” on pages 16 and 17, and “Risk Factors” on pages 19-24, 26, 27 and 29-31).

 The Separation, page 34

7.
Please revise your disclosure to explain briefly how the financial terms of the separation were determined, including but not limited to the financing
arrangements.

 Response: The Form 10 has been revised to include the following discussion of
how the financial terms of the separation were determined (under the heading “The Separation—Incurrence of Debt” on page 37):

 “We have designed our capital structure with the expectation we will receive an investment grade credit rating from Standard & Poor’s Rating Service and Moody’s Investor Service.
We believe this structure will ensure adequate liquidity for day-to-day operations and contingencies upon separation and, by ensuring that our debt remains investment grade upon separation, will create favorable terms for our initial
financings.”

 Business and Properties, page 44

 Segment and Geographic Information, page 47

 Chemicals, page 59

8.
We note your discussion of the possible construction of a world-scale ethane cracker. Please explain the purpose of industry processes such as ethane cracking.

 Response: The Form 10 has been revised to explain the ethane cracking processes (under the heading
“Business and Properties—Chemicals” on page 59):

 “The manufacturing of petrochemicals and plastics
involves the conversion of hydrocarbon-based raw material feedstock into higher value products, often through a thermal process referred to in the industry as “cracking.” For example, ethylene can be produced from cracking the feedstocks
ethane, propane, butane, natural gasoline or certain refinery liquids, such as naphtha and gas oil. The produced ethylene has a number of uses, primarily as a raw material for the production of plastics, such as polyethylene and polyvinyl chloride.
Plastic resins, such as polyethylene, are manufactured in a thermal/catalyst process, and the produced output is used as a further feedstock for various applications, such as packaging and plastic pipe.”

 U.S. Securities and Exchange Commission

 January 3, 2012

  Page
 4

 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.

 Response: The Form
10 has been revised to include the specific experience, qualifications, attributes or skills that led to the conclusion each director named to date should serve as a director in accordance with Item 401(e) of Regulation S-K (under the heading
“Directors—Board of Directors Following the Distribution” on pages 65 and 66). In future amendments to the Form 10, we will update this disclosure for any additional directors we expect to be named to the Phillips
66 Board of Directors.

 Unaudited Pro Forma Condensed Combined Financial Statements, page 91

10.
In Note (b) you discuss adjustments to interest expense, loan fees and amortization of debt issuance costs resulting from the assumed 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.

 Response: Please see the response to Comment 7 for a discussion of how the financial terms of the separation were determined. In order to meet the post-separation capitalization criteria
outlined by management and expected to be necessary for Board of Directors approval of the separation, Phillips 66 will have incurred substantial debt financing at the separation date. We consider it critical the impact of such significant
financing, which is not reflected in the historical combined financial statements, be presented in pro forma financial information to meet the objective of Regulation S-X 11-02(a) to “provide investors with information about the continuing
impact of a particular transaction by showing how it might have affected historical financial statements if the transaction had been consummated at an earlier time. Such statements should assist investors in analyzing the future prospects of the
registrant because they illustrate the possible scope of the change in the registrant’s historical financial position and results of operations caused by the transaction.”

Moreover, section 3250.1(a)(2) of the Staff’s Financial Reporting Manual (FRM) provides that, in the context of a business
combination, a pro forma adjustment may be made to reflect the effects of additional financing necessary to complete the acquisition. We believe the disclosure issues relating to the financing to be incurred as part of the separation of Phillips 66
from ConocoPhillips are analogous to those relating to a business combination, and therefore we have included in the Unaudited Pro Forma Condensed Combined Financial Statements a pro forma adjustment to reflect the effects of the Phillips 66
financing (and subsequent cash contribution to ConocoPhillips) that will be required to complete the separation.

 With respect
to the interest expense, loan fees and amortization of debt issuance costs, the assumed structure and content of the new debt and liquidity facilities were based on market conditions present at the time we filed the Form 10, consistent with the
guidance contained in section 3260.1 of the FRM. Further, the interest rates, fees and issuance costs associated with the incurrence of the new debt and liquidity facilities were based on term sheets provided by various banking institutions using
current market rates. Since actual interest rates could vary from those depicted, we provided, also based on the guidance contained in section 3260.1 of the FRM, the impact to interest expense for a one-eighth percent variance in interest rates. We
will update our

 U.S. Securities and Exchange Commission

 January 3, 2012

  Page
 5

assumptions and disclosures in future Form 10 amendments as new information becomes available.

 In summary, we believe pro forma presentation of the planned financing of Phillips 66 in connection with the separation meets the factually supportable criteria of Regulation S-X 11-02(b)(6).

11.
In Note (g) you describe assets and liabilities associated with ConocoPhillips sponsored pension plans and other employee benefit arrangements for Phillips 66
employees located in the United States and United Kingdom. Tell us why such amounts are not included in the historical financial statements of Phillips 66, as would be consistent with the guidance in SAB Topic 1.B.

Response: Phillips 66 does not have separate pension and postretirement plans for U.S. and U.K. employees. Rather, these
employees participate in the ConocoPhillips sponsored defined benefit pension and post retirement health and life insurance plans; assets for Phillips 66 employees are not segregated within the plans and the related obligations would stay with the
plans should Phillips 66 withdraw from the plans. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 715-30-55-64 addresses situations regarding separate financial statements of a subsidiary that participates in the
parent’s benefit plans, and it requires the use of the multiemployer approach to benefit accounting and disclosures. Accordingly, consistent with the FASB’s guidance in ASC 715-30, prior to the separation from ConocoPhillips, Phillips 66
accounts for its participation in these pension and postretirement plans as multiemployer plans (Shared Plans). Under this approach, the historical combined income statement includes a reasonable and appropriate allocation of benefit costs for these
employees and thus meets the requirements of Staff Accounting Bulletin Topic 1.B. As required by ASC 715-80, only unpaid contributions are required to be reflected as a liability in the balance sheet of companies participating in multiemployer
plans. Phillips 66 did not have unpaid contributions, and thus its historical U.S. GAAP combined balance sheet did not include employee benefit assets and liabilities for its Shared Plans. However, because the Shared Plans will be split between
Phillips 66 and ConocoPhillips at separation, the pro forma condensed combined balance sheet includes adjustments, as described in Note (g) to the Unaudited Pro Forma Condensed Combined Financial Statements, to reflect an estimate of employee
benefit assets and liabilities for known Phillips 66 employees that currently participate in the Shared Plans.

 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 equity 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 required to comply with Item 3-09 of Regulation S-X.

Response: In performing the Regulation S-X 3-09 significance testing for 2010, Phillips 66 qualified for the use of income
averaging as required by computational note 2 of S-X 1-02(w). For the supplemental information of the Staff, Phillips 66’s average income before taxes (IBT) for the five-year period 2006 through 2010 was $4.7 billion, compared with 2010 IBT of
$1.3 billion. Since 2010 IBT was more than 10 percent lower than the five-year average, the five-

 U.S. Securities and Exchange Commission

 January 3, 2012

  Page
 6

year average was substituted in the S-X 3-09 income test. After this substitution, our proportionate share of the IBT of each of our equity affiliates was less than 20 percent of consolidated
IBT; thus no separate financial statements of any equity affiliate was required to be filed with the Form 10. As the financial statement periods presented are updated in future amendments to the Form 10 filing, we will continue to perform the S-X
3-09 significance tests to determine if separate financial statements for any of our equity affiliates are required to be filed.

 In response

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

CORRESP
1
filename1.htm

Correspondence

 November 14, 2011

 VIA EDGAR TRANSMISSION

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Phillips 66

 Registration Statement on Form 10 relating to the

 Common Stock of Phillips 66

 Ladies and Gentlemen:

 On behalf of Phillips 66 (the “Company”), a Delaware corporation and wholly owned subsidiary of ConocoPhillips, submitted for filing under the Securities Exchange Act of 1934, as amended, is the
Company’s Registration Statement on Form 10 relating to the registration of the Company’s common stock, par value $0.01 per share, under Section 12(b) of the Securities Exchange Act of 1934.

 Division of Corporation Finance

 November 14, 2011

 Page 2

 If you have any questions regarding this filing, please contact the undersigned at (212)
403-1233, or Gregory E. Ostling, Esq. at (212) 403-1364, both of this office, as counsel to the Company. If appropriate, the Company’s preference is to receive Staff comments on the registration statement via email, addressed to Jeff Sheets,
Chief Financial Officer of ConocoPhillips, at the address [jeff.w.sheets@conocophillips.com] and to me at the address [ARBrownstein@wlrk.com].

 Very truly yours,

/s/ Andrew R. Brownstein

 Andrew R. Brownstein, Esq.

 cc: Janet L. Kelly, Esq. (ConocoPhillips)