On February 26, 2018,
Phillips 66, a Delaware corporation (“Phillips 66”), entered into a Terms Agreement (including the provisions
of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated February 26, 2018 (the “Terms Agreement”),
among Phillips 66, Phillips 66 Company, a Delaware corporation and wholly owned subsidiary of Phillips 66 (“Phillips 66
Company”), and the several Underwriters named in Schedule A to the Terms Agreement, relating to the underwritten public
offering by Phillips 66 of $500,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2021 (the “2021
Notes”), $800,000,000 aggregate principal amount of its 3.900% Senior Notes due 2028 (the “3.900 Notes”)
and $200,000,000 aggregate principal amount of its 4.875% Senior Notes due 2044 (the “2044 Notes” and, together with
the 2021 Notes and the 2028 Notes, the “Notes”), in each case fully and unconditionally guaranteed by Phillips 66 Company,
to be issued pursuant to the Indenture, dated as of March 12, 2012 (the “Indenture”), among Phillips 66, as issuer,
Phillips 66 Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. The terms of the Notes
are further described in the prospectus supplement of Phillips 66 and Phillips 66 Company dated February 26, 2018, together
with the related prospectus dated November 10, 2015, as filed with the Securities and Exchange Commission under Rule 424(b)(2)
of the Securities Act of 1933 on February 27, 2018, which description is incorporated herein by reference.
The 2044 Notes are an
additional issuance of Phillips 66’s 4.875% Senior Notes due 2044 issued under the Indenture, pursuant to which Phillips 66
issued $1,500 million aggregate principal amount of 4.875% Senior Notes due 2044 on November 17, 2014 (the “Existing
2044 Notes”). The 2044 Notes are identical to, and will be treated as a single class of debt securities with, the Existing
2044 Notes under the Indenture.
A copy of the Terms Agreement
(including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), the Indenture and the
forms of the terms of Notes of each series have been filed as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively, to this report
and are incorporated herein by reference.