Bond Phillips 66 Affiliates 3.55% ( US718549AD00 ) in USD

Issuer Phillips 66 Affiliates
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US718549AD00 ( in USD )
Interest rate 3.55% per year ( payment 2 times a year)
Maturity 01/10/2026



Prospectus brochure of the bond Phillips 66 Partners US718549AD00 en USD 3.55%, maturity 01/10/2026


Minimal amount 1 000 USD
Total amount 500 000 000 USD
Cusip 718549AD0
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Next Coupon 01/10/2025 ( In 75 days )
Detailed description Phillips 66 Partners LP is a master limited partnership (MLP) engaged in the ownership and operation of midstream energy assets, including pipelines, terminals, and processing facilities, primarily supporting Phillips 66's operations.

The Bond issued by Phillips 66 Affiliates ( United States ) , in USD, with the ISIN code US718549AD00, pays a coupon of 3.55% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/10/2026

The Bond issued by Phillips 66 Affiliates ( United States ) , in USD, with the ISIN code US718549AD00, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Phillips 66 Affiliates ( United States ) , in USD, with the ISIN code US718549AD00, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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TABLE OF CONTENTS
TABLE OF CONTENTS
File d pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion File N o. 3 3 3 -1 9 7 7 9 7
Ca lc ula t ion of re gist ra t ion fe e



T it le of Ea c h Cla ss of Se c urit ie s
M a x im um Aggre ga t e
Am ount of
t o be Offe re d

Offe ring Pric e
Re gist ra t ion Fe e (1 )(2 )

3.55% Senior Notes due 2026

$500,000,000

$57,950.00

4.90% Senior Notes due 2046

$625,000,000

$72,437.50

(1) Calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
(2) This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's
Registration Statement on Form S-3 (File No. 333-197797) in accordance with Rules 456(b) and 457(r) under the Securities Act.
Table of Contents
Prospe c t us supple m e nt
(T o prospe c t us da t e d M a rc h 3 1 , 2 0 1 5 )
$1,125,000,000
Phillips 6 6 Pa rt ne rs LP
$500,000,000 3.55% Senior Notes due 2026
$625,000,000 4.90% Senior Notes due 2046
We are offering $500,000,000 aggregate principal amount of Senior Notes due 2026 bearing interest at 3.55% per year, or the "2026
notes," and $625,000,000 aggregate principal amount of Senior Notes due 2046 bearing interest at 4.90% per year, or the "2046 notes."
We refer to the 2026 notes and the 2046 notes collectively as "the notes." We will pay interest on the notes on April 1 and October 1 of
each year, beginning April 1, 2017. The 2026 notes will mature on October 1, 2026, and the 2046 notes will mature on October 1,
2046.
We may, at our option, redeem some or all of the notes at any time at the redemption prices set forth in this prospectus supplement,
plus accrued and unpaid interest to, but not including, the date of redemption.
The notes will be the senior unsecured obligations of Phillips 66 Partners LP (the "Partnership"). The notes will rank equally in right of
payment with all of our existing and future senior debt, senior in right of payment to all of our future subordinated debt and effectively
junior in right of payment to all of our future senior secured debt, if any, to the extent of the value of the collateral securing such
indebtedness. The notes will not be guaranteed by any of our subsidiaries and, as such, will be structurally subordinated in right of
payment to the liabilities of our subsidiaries.
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I nve st ing in t he not e s involve s risk s. Lim it e d pa rt ne rships a re inhe re nt ly diffe re nt from c orpora t ions. Y ou
should c onside r c a re fully e a c h of t he fa c t ors de sc ribe d unde r "Risk Fa c t ors" be ginning on pa ge S -8 of t his
prospe c t us supple m e nt a nd on pa ge 2 of t he a c c om pa nying ba se prospe c t us be fore you m a k e a n inve st m e nt in
t he not e s.
N one of t he Se c urit ie s a nd Ex c ha nge Com m ission, a ny st a t e se c urit ie s c om m ission or a ny ot he r re gula t ory
body ha s a pprove d or disa pprove d of t he se c urit ie s de sc ribe d he re in or de t e rm ine d if t his prospe c t us
supple m e nt or t he a c c om pa nying ba se prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is
a c rim ina l offe nse .
?
?
? ?
?
? ?
? ?
?
?
?
Pe r 2 0 2 6 not e
T ot a l
Pe r 2 0 4 6 not e
T ot a l






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?
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?
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? ?
?
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Price to the public(1)

99.901% $
499,505,000
99.303% $
620,643,750
Underwriting discount

0.650% $
3,250,000
0.875% $
5,468,750
Proceeds to us (before expenses)

99.251% $
496,255,000
98.428% $
615,175,000
?
?
? ?
?
? ?
? ?
?
? ?
(1) Plus accrued interest, if any, from October 14, 2016.
The notes offered by this prospectus supplement will not be listed on any securities exchange, and there is no existing trading market
for the notes.
The underwriters expect that the delivery of the notes will be made in book-entry form through the facilities of The Depository Trust
Company on or about October 14, 2016.
Joint Book-Running Managers
J .P.

Cre dit

Goldm a n,

M izuho Se c urit ie s
M orga n
Suisse
Sa c hs & Co.

BN P

BofA M e rrill

Cit igroup
De ut sc he Ba nk

DN B M a rk e t s
PARI BAS
Lync h
Se c urit ie s

M U FG
Sc ot ia ba nk
T D Se c urit ie s
Ba rc la ys
RBC Ca pit a l
M a rk e t s
Co-Managers
COM M ERZ BAN K
H SBC
PN C Ca pit a l

SM BC
M a rk e t s LLC
N ik k o

SunT rust Robinson H um phre y T he Willia m s Ca pit a l Group, L.P. U S Ba nc orp We lls Fa rgo Se c urit ie s
Prospectus supplement dated October 11, 2016
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Table of Contents
About t his prospe c t us supple m e nt
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of the notes. The
second part is the accompanying base prospectus, which provides more general information. Generally, when we use the term
"prospectus," we are referring to both parts combined. If the information varies between this prospectus supplement and the
accompanying base prospectus, you should rely on the information in this prospectus supplement.
In making an investment decision, prospective investors must rely on their own examination of the Partnership and the terms of the
offering, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal,
business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to
determine whether it is legally permitted to purchase the securities under applicable laws and regulations.
Any statement made in this prospectus, any free writing prospectus authorized by us or in a document incorporated or deemed to be
incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated by reference
into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this prospectus. Please read "Incorporation by Reference" on page S-48 of this
prospectus supplement.
You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying
base prospectus and any free writing prospectus prepared by or on behalf of us relating to this offering of the notes. Neither we nor the
underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional,
different or inconsistent information, you should not rely on it. We are offering to sell the notes, and seeking offers to buy the notes, only
in jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectus
supplement, the accompanying base prospectus or any free writing prospectus is accurate as of any date other than the dates shown in
these documents or that any information we have incorporated by reference herein is accurate as of any date other than the date of the
document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since
such dates.
Unless the context otherwise requires, references in this prospectus supplement to the "Partnership" and uses of the first person refer to
Phillips 66 Partners LP and its subsidiaries. Our "general partner" refers to Phillips 66 Partners GP LLC. References to "Phillips 66"
refer collectively to Phillips 66 and its subsidiaries, other than us, our subsidiaries and our general partner.
S-i
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Forw a rd-look ing st a t e m e nt s
This prospectus supplement includes forward-looking statements. You can identify our forward-looking statements by the words
"anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will,"
"would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and similar expressions.
We based the forward-looking statements on our current expectations, estimates and projections about us and the industries in which
we operate in general. We caution you that these statements are not guarantees of future performance as they involve assumptions
that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. In addition, we based
many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual
outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences
could result from a variety of factors, including the following:
·
the continued ability of Phillips 66 to satisfy its obligations under our commercial and other agreements;
·
the volume of crude oil, natural gas liquids, or NGL, and refined petroleum products we transport, fractionate, terminal and store;
·
the tariff rates with respect to volumes that we transport through our regulated assets, which rates are subject to review and
possible adjustment by federal and state regulators;
·
changes in revenue we realize under the loss allowance provisions of our regulated tariffs resulting from changes in underlying
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commodity prices;
·
fluctuations in the prices for crude oil, NGL and refined petroleum products;
·
changes in global economic conditions and the effects of a global economic downturn on the business of Phillips 66 and the
business of its suppliers, customers, business partners and credit lenders;
·
liabilities associated with the risks and operational hazards inherent in transporting, fractionating, terminaling and storing crude
oil, NGL and refined petroleum products;
·
curtailment of operations due to severe weather disruption; riots, strikes, lockouts or other industrial disturbances; or failure of
information technology systems due to various causes, including unauthorized access or attack;
·
inability to timely obtain or maintain permits, including those necessary for capital projects; comply with government regulations;
or make capital expenditures required to maintain compliance;
·
failure to timely complete construction of announced and future capital projects;
·
the operation, financing and distribution decisions of our joint ventures;
S-ii
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·
costs or liabilities associated with federal, state and local laws and regulations relating to environmental protection and safety,
including spills, releases and pipeline integrity;
·
costs associated with compliance with evolving environmental laws and regulations on climate change;
·
costs associated with compliance with safety regulations, including pipeline integrity management program testing and related
repairs;
·
changes in the cost or availability of third-party vessels, pipelines, rail cars and other means of delivering and transporting crude
oil, NGL and refined petroleum products;
·
direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of war; and
·
our ability to complete the Acquisition (as defined herein).
Other factors that could cause our actual results to differ from our projected results are described under the caption "Risk Factors" and
elsewhere in this prospectus supplement, the accompanying base prospectus and in our reports filed from time to time with the
Securities and Exchange Commission, or the SEC, and incorporated by reference in this prospectus supplement.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of
new information, future events or otherwise.
S-iii
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T a ble of c ont e nt s

Pa ge
Prospe c t us supple m e nt


Summary
S-1
Risk factors
S-8
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Use of proceeds
S-13
Ratio of earnings to fixed charges
S-14
Capitalization
S-15
Description of other indebtedness
S-16
Description of notes
S-18
Material U.S. federal income tax consequences
S-36
Underwriting
S-42
Legal matters
S-46
Experts
S-46
Where you can find more information
S-48
Incorporation by reference
S-48
Ba se prospe c t us


About this prospectus

ii
Where you can find more information

iii
Forward-looking statements

iv
About Phillips 66 Partners LP

1
Risk factors

2
Use of proceeds

2
Ratio of earnings to fixed charges

2
Description of our common units

3
Description of our debt securities

5
Provisions of our partnership agreement relating to cash distributions

13
Our partnership agreement

28
Material federal income tax consequences

42
Tax consequences of ownership of debt securities

60
Investment in Phillips 66 Partners LP by employee benefit plans

60
Legal matters

61
Experts

61
S-iv
Table of Contents
Sum m a ry
This summary provides a brief overview of information contained elsewhere in this prospectus. This summary does not contain all of
the information that you should consider before investing in the notes offered hereby. For a more complete understanding of this
offering and the notes, you should read the entire prospectus supplement, the accompanying base prospectus and the documents
incorporated by reference, including our historical financial statements and the notes to those financial statements, which are
incorporated herein by reference. Please read "Where You Can Find More Information" on page S-48 of this prospectus supplement.
Please read "Risk Factors" beginning on page S-8 of this prospectus supplement, on page 2 of the accompanying base prospectus and
in the other documents incorporated by reference to which that section refers for more information about important risks that you should
consider before investing in the notes.
About Phillips 6 6 Pa rt ne rs LP
We are a growth-oriented master limited partnership formed in 2013 by Phillips 66 to own, operate, develop and acquire primarily fee-
based crude oil, refined petroleum product and natural gas liquids ("NGL") pipelines and terminals and other transportation and
midstream assets. Our assets consist of crude oil, refined petroleum products and NGL transportation, terminaling and storage systems,
as well as an NGL fractionation facility. We conduct our operations through both wholly owned and joint venture operations. The
majority of our wholly owned assets are connected to, and integral to the operation of, seven of Phillips 66's owned or joint venture
refineries.
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We generate revenue primarily by providing fee-based transportation, terminaling, storage and NGL fractionation services to Phillips 66
and other customers. Our equity affiliates generate revenue primarily from transporting and terminaling NGL, refined petroleum products
and crude oil. Since we do not own any of the NGL, crude oil and refined petroleum products we handle and do not engage in the
trading of NGL, crude oil and refined petroleum products, we have limited direct exposure to risks associated with fluctuating commodity
prices, although these risks indirectly influence our activities and results of operations over the long term.
We have multiple commercial agreements with Phillips 66, including transportation services agreements, terminal services agreements,
storage services agreements, stevedoring services agreements, a fractionation agreement and rail terminal services agreements. Under
these long-term, fee-based agreements, we provide transportation, terminaling, storage, stevedoring, fractionating and rail terminal
services to Phillips 66, and Phillips 66 commits to provide us with minimum quarterly throughput volumes of crude oil and refined
petroleum products or minimum monthly service fees.
Our general partner is a Delaware limited liability company that is owned by Phillips 66. We are managed and controlled by our general
partner.
Our re la t ionship w it h Phillips 6 6
One of our principal strengths is our relationship with Phillips 66. Phillips 66 is a diversified energy manufacturing and logistics company
with an investment grade credit rating, midstream, chemicals, refining, and marketing and specialties businesses, and a key focus on
S-1
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safe and reliable operations. Phillips 66 is one of the largest independent petroleum refiners in the United States and globally, with a
net crude oil processing capacity of 2.1 million barrels per day. Phillips 66 has stated that it intends to grow its transportation and other
midstream businesses and will use us as a primary vehicle for achieving that growth.
Phillips 66 has a significant interest in us through its ownership of our general partner, a 57.1% limited partner interest in us based on
the number of common units outstanding as of September 30, 2016 (and without giving effect to any units to be issued in the
Acquisition), and all of our incentive distribution rights. We believe Phillips 66 will continue to promote and support the successful
execution of our business strategies given its significant ownership in us following this offering, the importance of our assets to Phillips
66's refining and marketing operations and its stated intention to use us as a primary vehicle to grow its transportation and midstream
businesses.
Re c e nt de ve lopm e nt s
The Acquisition. On October 11, 2016, we entered into a Contribution, Conveyance and Assumption Agreement (the "Contribution
Agreement") with our general partner, Phillips 66 Company and Phillips 66 Project Development Inc. ("Phillips 66 PDI"), each a wholly
owned subsidiary of Phillips 66, pursuant to which we agreed to acquire from Phillips 66 Company and Phillips 66 PDI certain pipeline
and terminal assets supporting four Phillips 66 refineries, as described in more detail below (the "Acquisition"):
·
Ponca City Refinery crude assets: A crude pipeline and terminal system that provides crude supply for Phillips 66's Ponca City
Refinery, consisting of 503 miles of pipeline and 1.7 million barrels of storage.
·
Ponca City Refinery products assets: A refined products and NGL pipeline and terminal system that provides product takeaway
transportation services for Phillips 66's Ponca City Refinery, consisting of 524 miles of pipeline and 1.7 million barrels of storage.
·
Billings Refinery crude assets: A crude pipeline and terminal system that provides crude supply for Phillips 66's Billings
Refinery, consisting of a 79% undivided interest in a 623-mile pipeline and 570,000 barrels of storage.
·
Billings Refinery products assets: A refined products pipeline and terminal system that provides product takeaway transportation
services for Phillips 66's Billings Refinery, consisting of 342 miles of pipeline and 386,000 barrels of storage.
·
Bayway Refinery products assets: A refined products and NGL terminal system that provides storage services for Phillips 66's
Bayway Refinery, consisting of 2.0 million barrels of storage.
·
Borger Refinery crude assets: A crude pipeline and terminal system that provides crude supply for the Phillips 66-operated
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Borger Refinery, consisting of 1,089 miles of pipeline and 400,000 barrels of storage.
·
Borger Refinery products assets: A refined products pipeline and terminal system that provides product takeaway transportation
services for the Phillips 66-operated Borger Refinery, consisting of 93 miles of pipeline, a 33% undivided interest in a 102-mile
segment and a 54% undivided interest in a 19-mile segment of a 121-mile pipeline, a 50% interest in a 293-mile pipeline and
700,000 barrels of storage.
S-2
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In connection with the Acquisition, we will enter into multiple throughput and deficiency and terminal services agreements with Phillips
66, each with a 10-year term, that will include minimum contract volume commitments from Phillips 66 on the acquired pipeline assets
and at the acquired terminal assets, respectively.
In exchange for the assets to be acquired by us in the Acquisition, Phillips 66 will receive total consideration of approximately $1,305
million, consisting of approximately $1,109 million in cash and the issuance of 4,093,020 newly issued units, to be allocated between
common units to Phillips 66 PDI and general partner units to our general partner in a proportion necessary for our general partner to
maintain its 2% general partner interest in us. We intend to use a portion of the net proceeds from this offering to fund the cash
consideration payable by us in the Acquisition. The closing of the Acquisition is subject to standard closing conditions, including the
receipt by us of sufficient proceeds in any financing undertaken by us, and is expected to occur in October 2016. Under the
Contribution Agreement, the Partnership will be entitled to receive the net revenues associated with the acquired assets as of
October 1, 2016. The closing of this offering of notes is not conditioned on the closing of the Acquisition.
STACK Pipeline JV. In August 2016, we and Plains All American Pipeline, L.P. ("Plains") jointly formed STACK Pipeline LLC, a joint
venture that owns and operates a crude oil storage terminal and a common carrier pipeline that transports crude oil from the Sooner
Trend, Anadarko Basin, Canadian and Kingfisher Counties play in northwestern Oklahoma to Cushing, Oklahoma (the "STACK Pipeline
JV"). Plains contributed the terminal, located at Cashion, Oklahoma with approximately 200,000 barrels of crude oil storage capacity,
and the approximately 55-mile crude oil pipeline, which has a current capacity of approximately 100,000 barrels per day, in exchange
for its 50% interest in the STACK Pipeline JV. We contributed $50 million in cash, which was distributed to Plains, in exchange for our
50% interest in the STACK Pipeline JV.
Explorer Acquisition. In August 2016, we acquired an additional 2.5% equity interest in Explorer Pipeline Company ("Explorer") (the
"Explorer Acquisition"). The Explorer Acquisition increased our ownership interest in Explorer from 19.46% to approximately 22%.
South Louisiana logistics assets. In August 2016, we announced we had agreed to acquire an NGL logistics system in southeast
Louisiana currently owned by Chevron. During due diligence of the NGL logistics system, the Partnership determined that the
transaction as currently structured is not suitable for the Partnership. Accordingly, we have entered into an assignment and assumption
agreement with Phillips 66, pursuant to which Phillips 66 has been assigned all rights and the Partnership has been released of any
and all obligations under the original purchase agreement with Chevron.
Princ ipa l e x e c ut ive offic e s a nd int e rne t a ddre ss
Our executive offices are located at 2331 CityWest Blvd., Houston, Texas 77042, and our telephone number is (855) 283-9237. Our
website is located at http://www.phillips66partners.com. We make available our periodic reports and other information filed with or
furnished to the SEC, free of charge through our website, as soon as reasonably practicable after those reports and other information
are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference
herein and does not constitute a part of this prospectus.
S-3
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T he offe ring
The following summary contains basic information about the notes and is not intended to be complete. For a more complete
understanding of the notes, please refer to the section in this prospectus supplement entitled "Description of Notes" and the section in
the accompanying base prospectus entitled "Description of Our Debt Securities."
I ssue r

Phillips 66 Partners LP
N ot e s Offe re d

$1,125,000,000 aggregate principal amount of the notes, consisting
of:

· $500,000,000 aggregate principal amount of 3.55% Senior
Notes due 2026; and

· $625,000,000 aggregate principal amount of 4.90% Senior
Notes due 2046.
M a t urit y Da t e

The 2026 notes will mature on October 1, 2026.


The 2046 notes will mature on October 1, 2046.
I nt e re st Pa ym e nt Da t e s

April 1 and October 1 of each year, commencing April 1, 2017.
Interest on the notes will accrue from October 14, 2016.
Opt iona l Re de m pt ion

We may elect, at our option, to redeem any or all of the notes at any
time prior to:

· July 1, 2026 (three months prior to their maturity date) for the
2026 notes (the "2026 Notes Early Call Date")

· April 1, 2046 (six months prior to their maturity date) for the
2046 notes (the "2046 Notes Early Call Date")


at a price equal to the principal amount of notes redeemed plus a
make-whole premium described under "Description of Notes--
Optional Redemption," plus accrued but unpaid interest to, but not
including, the redemption date. Each of the 2026 Notes Early Call
Date and the 2046 Notes Early Call Date are referred to herein as an
"Early Call Date."


In addition, we may redeem each series of notes, in whole or in part
at any time on or after the applicable Early Call Date, at a
redemption price equal to 100% of the principal amount of the series
of notes to be redeemed, plus accrued but unpaid interest thereon
to, but not including, the redemption date.


Please read "Description of Notes--Optional Redemption."
Subsidia ry Gua ra nt e e s

The notes will not be guaranteed by any of our subsidiaries.
S-4
Table of Contents
Ra nk ing

Each series of notes will constitute our senior unsecured debt and
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will rank:

· equally in right of payment with our senior unsecured debt from
time to time outstanding, including our obligations under our
revolving credit facility;

· senior in right of payment to our subordinated debt from time to
time outstanding;

· effectively junior in right of payment to all of our future secured
debt from time to time outstanding, to the extent of the value of
the assets constituting the collateral securing the debt; and

· structurally junior in right of payment to the liabilities of our
subsidiaries.


Upon the closing of this offering and the application of the net
proceeds therefrom in the manner described under "Use of
Proceeds," we anticipate that we will have approximately $2.28 billion
of consolidated indebtedness (including the notes offered hereby), all
ranking equally in right of payment. As of October 10, 2016, we had
no secured indebtedness outstanding. As of October 10, 2016, our
subsidiaries had no indebtedness outstanding other than the
guarantee of our revolving credit facility by Phillips 66 Partners
Holdings LLC ("Phillips Holdings").
Cove na nt s

We will issue the notes under an indenture with The Bank of New
York Mellon Trust Company, N.A., as trustee (the "indenture"). The
indenture, among other things, will restrict our ability, with certain
exceptions, to:

· incur debt secured by liens;

· engage in sale/leaseback transactions; and

· merge, consolidate or transfer all or substantially all of our
assets.


Please read "Description of Notes--Certain Covenants."
La c k of a Public M a rk e t for
There are no existing trading markets for the notes, and there can be
t he N ot e s
no assurance regarding:

· any future development or liquidity of a trading market for the
notes;

· your ability to sell your notes at all; or
S-5
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· the prices at which you may be able to sell your notes.


Future trading prices of the notes will depend on many factors,
including:

· prevailing interest rates;
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· our operating results and financial condition; and

· the markets for similar securities.


We do not currently intend to apply for the listing of the notes on any
securities exchange or for quotation of the notes in any dealer
quotation system.
U se of Proc e e ds

We expect to receive net proceeds of approximately $1,109 million
from the offering of the notes, after deducting underwriting discounts
and estimated expenses of the offering that we will pay. We intend to
use the net proceeds from this offering (i) to pay the cash
consideration payable by us in the Acquisition and (ii) for general
partnership purposes, including to fund future acquisitions and
organic projects and the repayment of outstanding indebtedness. If
the Acquisition does not close, we intend to use the net proceeds
from this offering for general partnership purposes, including to fund
future acquisitions and organic projects and the repayment of
outstanding indebtedness. The closing of this offering of notes is not
conditioned on the closing of the Acquisition. Please see "Use of
Proceeds."


Affiliates of J.P. Morgan Securities LLC, Credit Suisse Securities
(USA) LLC, Goldman, Sachs & Co., Mizuho Securities USA Inc.,
BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc., DNB Markets, Inc., Merrill Lynch,
Pierce, Fenner & Smith, Incorporated, MUFG Securities
Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC,
Barclays Capital Inc., RBC Capital Markets, LLC, Commerz
Markets LLC, HSBC Securities (USA) Inc., PNC Capital
Markets LLC, SMBC Nikko Securities America, Inc., SunTrust
Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc. and Wells
Fargo Securities, LLC are lenders under our revolving credit facility,
and, accordingly, may receive a portion of the net proceeds of this
offering. Please read "Underwriting."
S-6
Table of Contents
Addit iona l N ot e s

The 2026 notes will be limited initially to $500,000,000 in aggregate
principal amount and the 2046 notes will be limited initially to
$625,000,000 in aggregate principal amount. We may, however,
issue an unlimited principal amount of additional notes of any series
in the future without the consent of the holders. Such additional
notes may form a single series with the applicable series of notes
offered through this prospectus and may have substantially identical
terms as such series, including with respect to ranking, redemption
and otherwise.
Gove rning La w

The notes and the indenture will be governed by, and construed in
accordance with, the laws of the State of New York.
Risk fa c t ors

You should carefully read and consider the information beginning on
page S-8 of this prospectus supplement and on page 2 of the
accompanying base prospectus, in each case set forth under the
heading "Risk Factors" and all other information set forth in this
https://www.sec.gov/Archives/edgar/data/1572910/000104746916016074/a2229987z424b5.htm[10/12/2016 4:26:00 PM]


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