Obligation Phillips 66 Affiliates 3.605% ( US718549AB44 ) en USD

Phillips 66 Affiliates

99.592 % ▲

Etas-Unis

US718549AB44 ( en USD )

3.605% par an ( paiement semestriel )

15/02/2025 - Obligation échue

Prospectus brochure de l'obligation Phillips 66 Partners US718549AB44 en USD 3.605%, échue

1 000 USD

500 000 000 USD

718549AB4

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Phillips 66 Partners L.P. est une société américaine de partenariat à responsabilité limitée qui possède et exploite des infrastructures énergétiques, notamment des pipelines, des terminaux et des raffineries, principalement aux États-Unis, au service de Phillips 66 et d'autres clients.

L'Obligation émise par Phillips 66 Affiliates ( Etas-Unis ) , en USD, avec le code ISIN US718549AB44, paye un coupon de 3.605% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2025

L'Obligation émise par Phillips 66 Affiliates ( Etas-Unis ) , en USD, avec le code ISIN US718549AB44, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Phillips 66 Affiliates ( Etas-Unis ) , en USD, avec le code ISIN US718549AB44, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities to be Offered

Offering Price

Registration Fee(1)(2)

2.646% Senior Notes due 2020

$300,000,000

$34,860.00

3.605% Senior Notes due 2025

$500,000,000

$58,100.00

4.680% Senior Notes due 2045

$300,000,000

$34,860.00

(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
Filed pursuant to Rule 424b5
Registration File No. 333-197797
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 1, 2014)
$1,100,000,000
Phillips 66 Partners LP
$300,000,000 2.646% Senior Notes due 2020
$500,000,000 3.605% Senior Notes due 2025
$300,000,000 4.680% Senior Notes due 2045
We are offering $300,000,000 aggregate principal amount of Senior Notes due 2020 bearing interest at 2.646% per year, or the 2020 notes, $500,000,000 aggregate principal amount of Senior
Notes due 2025 bearing interest at 3.605% per year, or the 2025 notes and $300,000,000 aggregate principal amount of Senior Notes due 2045 bearing interest at 4.680% per year, or the 2045
notes. We refer to the 2020 notes, the 2025 notes and the 2045 notes collectively as the notes. We will pay interest on the notes on February 15 and August 15 of each year, beginning
August 15, 2015. The 2020 notes will mature on February 15, 2020, the 2025 notes will mature on February 15, 2025 and the 2045 notes will mature on February 15, 2045.
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.
Investing in the notes involves risks. Limited partnerships are inherently different from corporations. You should consider carefully each of
the factors described under "Risk Factors" beginning on page S-12 of this prospectus supplement and on page 2 of the accompanying base
prospectus before you make an investment in the notes.
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None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved of the securities described herein or
determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Concurrently with this offering, the Partnership is offering, by means of a separate prospectus supplement and accompanying base prospectus, 5,250,000 common units representing limited
partner interests in the Partnership, which offering is being underwritten, among other underwriters, by certain of the underwriters of this offering. Such offering priced on February 17, 2015
and the net proceeds from the sale of such common units, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Partnership, will
be approximately $384 million, assuming the underwriters do not exercise their option to purchase up to 787,500 additional common units. The Partnership cannot give any assurance that the
concurrent common units offering will be completed. Neither the offering of the common units nor this offering of notes is contingent upon completion of the other or upon the completion of
the Pipeline Transaction described herein. Please read "Summary--Recent Developments--Concurrent common units offering."

Per 2020 note

Total

Per 2025 note

Total

Per 2045 note

Total

Price to the public(1)

100.000% $
300,000,000

99.967% $
499,835,000

99.953% $
299,859,000
Underwriting discount

0.600% $
1,800,000

0.650% $
3,250,000

0.875% $
2,625,000
Proceeds to us (before expenses)

99.400% $
298,200,000

99.317% $
496,585,000

99.078% $
297,234,000
(1)
Plus accrued interest, if any, from February 23, 2015.
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 February 23, 2015.
Joint Book-Running Managers
RBS

Barclays
Goldman, Sachs & Co.
RBC Capital Markets
BofA Merrill Lynch

Deutsche Bank Securities

DNB Markets
J.P. Morgan

PNC Capital Markets LLC
Co-Managers
BNP PARIBAS

Lloyds Securities

Mizuho Securities
Morgan Stanley

Scotiabank

Wells Fargo Securities
Prospectus Supplement dated February 18, 2015
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
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 free writing prospectus authorized by us 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-41 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
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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.
FORWARD-LOOKING STATEMENTS
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 and refined petroleum products we transport, 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.
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·
Changes in revenue we realize under the loss allowance provisions of our regulated tariffs resulting from changes in underlying
commodity prices.
·
Fluctuations in the prices for crude oil, natural gas liquids 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, terminaling and storing crude oil, natural gas liquids
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.
·
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,
natural gas liquids and refined petroleum products.
·
Direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of war.
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·
The operation and financing decisions of our joint ventures.
·
Our ability to complete the Pipeline Transaction (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
("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
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TABLE OF CONTENTS

Page
Prospectus Supplement

SUMMARY
S-1
RISK FACTORS

S-12
USE OF PROCEEDS

S-16
RATIO OF EARNINGS TO FIXED CHARGES

S-17
CAPITALIZATION

S-18
DESCRIPTION OF OTHER INDEBTEDNESS

S-19
DESCRIPTION OF NOTES

S-20
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

S-34
UNDERWRITING

S-39
LEGAL MATTERS

S-41
EXPERTS

S-41
WHERE YOU CAN FIND MORE INFORMATION

S-41
INCORPORATION BY REFERENCE

S-41

Base Prospectus

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 AND GUARANTEES OF 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

62
EXPERTS

62
SUBSIDIARY GUARANTORS

62
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iii
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SUMMARY
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 from our annual report on Form 10-K for
the year ended December 31, 2014. Please read "Where You Can Find More Information" on page S-41 of this prospectus supplement. Please read
"Risk Factors" beginning on page S-12 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 66 Partners 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, terminals and other transportation and midstream assets. Our assets consist of
crude oil and refined petroleum product pipeline, terminal, rail rack and storage systems in the Central, Gulf Coast, Atlantic Basin and Western regions
of the United States that are integral to the Phillips 66 refining and marketing operations they support.
We generate revenue primarily by charging tariffs and fees for transporting crude oil and refined petroleum products through our pipelines, and
terminaling and storing crude oil and refined petroleum products at our terminals, rail racks and storage facilities. We do not take ownership of the crude
oil or refined petroleum products that we transport, terminal and store, and we do not engage in the trading of any commodities. We have multiple
commercial agreements with Phillips 66 that currently are the source of substantially all of our revenue. These agreements are long-term, fee-based
agreements with minimum volume commitments and inflation escalators. Phillips 66 accounted for 95%, 94% and 95% of our total revenues for the
years ended December 31, 2014, 2013 and 2012, respectively.
Our general partner is a Delaware limited liability company. We are managed and controlled by our general partner.
Business Strategies
Our primary business objectives are to generate stable and predictable cash flows and increase our quarterly cash distribution per unit over time.
We intend to accomplish these objectives by executing the following strategies:
·
Maintain safe and reliable operations. We are committed to maintaining and improving the safety, reliability and efficiency of our
operations, which we believe to be key components in generating stable cash flows. We strive for operational excellence by utilizing
Phillips 66's existing programs to integrate health, occupational safety, process safety and environmental principles throughout our
business with a commitment to continuous improvement. We continue to employ Phillips 66's rigorous training, integrity and audit
programs to drive ongoing improvements in both personal and process safety as we strive for zero incidents. Controlling operating
expenses and overhead costs, within the context of our commitment to safety and environmental stewardship, is a high priority. We
actively monitor these costs using various methodologies that are reported to senior management. We are committed to protecting the
environment and strive to reduce our environmental footprint throughout our operations.
·
Focus on fee-based businesses supported by contracts with minimum volume commitments and inflation escalators. We are focused
on generating stable and predictable cash flows by providing fee-based transportation and midstream services to Phillips 66 and third
parties. We have multiple long-term, fee-based commercial agreements with Phillips 66 that include minimum volume commitments
and inflation escalators. We believe these agreements substantially mitigate volatility in our cash flows by reducing our direct exposure
to commodity price fluctuations.
·
Grow through strategic acquisitions. We plan to pursue strategic acquisitions of assets from Phillips 66 and third parties. We believe
Phillips 66 will offer us opportunities to purchase additional transportation and midstream assets that it may acquire or develop in the
future or that it currently owns. For example, during

S-1
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2014, we acquired the Gold Line products system, Medford spheres and the Bayway and Ferndale rail racks from Phillips 66. In addition, on
February 13, 2015, we agreed to acquire from Phillips 66 equity interests in three pipeline joint ventures, and we expect to close this acquisition
in early March 2015. Please read "Recent Developments--Pipeline Transaction." We also may have opportunities to pursue the acquisition or
development of additional assets jointly with Phillips 66.
·
Optimize existing assets and pursue organic growth opportunities. We seek to enhance the profitability of our existing assets by
pursuing opportunities to increase throughput and storage volumes, as well as by managing costs and improving operating efficiencies.
We also consider opportunities to increase revenue on our pipeline, terminal and storage systems by evaluating and capitalizing on
organic expansion projects that may arise in the markets we serve.
Competitive Strengths
We believe we are well positioned to execute our business strategies based on the following competitive strengths:
·
Strategic relationship with Phillips 66. We have a strategic relationship with Phillips 66, a diversified energy manufacturing and
logistics company with an investment grade credit rating. Phillips 66 owns our general partner, a 73.3% limited partner interest in us and
all of our incentive distribution rights, and following the completion of the concurrent common units offering, Phillips 66's limited
partner interest in us will be 68.6% (or 68.0% if the underwriters' option to purchase additional common units is exercised in full). We
believe that our relationship with Phillips 66 is likely to provide us with attractive growth opportunities, as well as an investment grade
commercial counterparty supporting a significant portion of our revenue.
·
Stable and predictable cash flows. Our assets consist of both common carrier and proprietary pipelines and terminal, storage and rail
rack facilities that generate stable revenue from tariffs and fees. We currently generate a significant portion of our revenue under tariffs
and fees that are supported by long-term commercial agreements that include minimum volume commitments and inflation escalators.
We believe these agreements promote our cash flow stability and predictability.
·
Highly integrated assets. Our assets are integral to the operations of Phillips 66's wholly owned Lake Charles, Sweeny, Bayway,
Ferndale and Ponca City refineries and its jointly owned Wood River and Borger refineries (which are owned by a joint venture between
Phillips 66 and Cenovus Energy Inc.). We believe these are well-positioned refineries with access to attractively priced crude oil and
high demand markets for refined petroleum products. Our crude oil and refined petroleum product pipelines, terminals, rail racks and
storage facilities are directly connected to these refineries and provide Phillips 66 with a cost effective way to access crude oil supply and
distribute refined petroleum products.
·
High-quality, well-maintained asset base. We continually invest in the maintenance and integrity of our assets and utilize various
programs to help us efficiently monitor and maintain our asset base. We employ Phillips 66's pipeline and facility integrity program,
which focuses on risk analysis, assessment, inspection, preventive measures, repair and data integration to prevent, control and mitigate
unintentional releases of hazardous materials. We also use Phillips 66's technologically advanced pipeline control center to monitor our
operations.
·
Financial flexibility. We have a $500 million revolving credit facility, with the option to increase the capacity to $750 million. When
combined with our cash generated from operations, borrowings from our notes payable to Phillips 66's subsidiaries (our "sponsor
loans") and our ability to access the debt and equity capital markets, we believe that, following the closing of: (1) this offering, (2) our
concurrent common units offering and (3) the Pipeline Transaction, we will have the available liquidity and financial flexibility to
continue to execute our growth strategy.
·
Experienced leadership team. Our management team, which includes many senior employees of Phillips 66, has substantial experience
in the management and operation of pipelines, terminals and other transportation and midstream assets. Our management team also has
expertise in acquiring and integrating assets as well as executing growth strategies in the transportation and midstream sector.

S-2
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Our Assets and Operations
Our assets consist of the following:
·
Clifton Ridge crude system. A crude oil pipeline, terminal and storage system located in Sulphur, Louisiana, that is the primary source
for delivery of crude oil to Phillips 66's Lake Charles Refinery.
·
Sweeny to Pasadena products system. A refined petroleum product pipeline, terminal and storage system extending from Phillips 66's
Sweeny Refinery in Old Ocean, Texas, to our refined petroleum product terminal in Pasadena, Texas, and ultimately connecting to the
Explorer and Colonial refined petroleum product pipeline systems and other third-party pipeline and terminal systems. This system is the
primary distribution outlet for diesel and gasoline produced at Phillips 66's Sweeny Refinery.
·
Hartford Connector products system. A refined petroleum product pipeline, terminal and storage system located in Hartford, Illinois,
that distributes diesel and gasoline produced at Phillips 66's jointly owned Wood River Refinery to third-party pipeline and terminal
systems, including the Explorer refined petroleum product pipeline system.
·
Gold Line products system. A refined petroleum product pipeline system that runs from Phillips 66's jointly owned Borger Refinery to
Cahokia, Illinois, with access to Phillips 66's Ponca City Refinery, as well as two parallel lateral pipelines that run from Paola, Kansas,
to Kansas City, Kansas. The system includes four refined petroleum product terminals located at Wichita, Kansas; Kansas City, Kansas;
Jefferson City, Missouri; and Cahokia, Illinois.
·
Medford spheres. Two recently constructed refinery-grade propylene storage spheres located in Medford, Oklahoma, that commenced
operations in March 2014. The Medford spheres provide an outlet for delivery of refinery-grade propylene from Phillips 66's Ponca City
Refinery, through interconnections with third-party pipelines, to Mont Belvieu, Texas.
·
Bayway rail rack. A four-track, 120-rail-car crude oil receiving facility located in Linden, New Jersey within Phillips 66's Bayway
Refinery.
·
Ferndale rail rack. A two-track, 54-rail-car crude oil receiving facility located in Ferndale, Washington adjacent to Phillips 66's
Ferndale Refinery.
·
Cross Channel Connector pipeline. A 20-inch refined petroleum product pipeline originating at our Pasadena terminal in Pasadena,
Texas, running to third-party terminal facilities located at Kinder Morgan's Pasadena Terminal and its Galena Park Station in Galena
Park, Texas, and terminating at the Holland Avenue Junction in Galena Park, Texas. We anticipate that the entire products system will
be completed and commence operations in the second quarter of 2015.
Our Commercial Agreements with Phillips 66
Our assets are physically connected to, and integral to the operation of, Phillips 66's wholly owned Lake Charles, Sweeny, Bayway, Ferndale and
Ponca City refineries and its jointly owned Wood River and Borger refineries. We have entered into multiple commercial agreements with Phillips 66
that include minimum volume commitments and inflation escalators and that are currently the source of a significant portion of our revenue. Under these
long-term, fee-based agreements, we provide transportation, terminaling, storage and rail car unloading services to Phillips 66, and Phillips 66 commits
to provide us with minimum quarterly throughput volumes of crude oil and refined petroleum products.

S-3
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The following table sets forth certain information regarding our commercial agreements with Phillips 66:
Phillips 66
Phillips 66
minimum volume
capacity
Agreement

commitment(1)(2)

reservation(1)

Transportation Services Agreements

Clifton Ridge Transportation Services Agreement

Clifton Ridge to Lake Charles refinery pipeline

190
--
Sweeny to Pasadena Transportation Services Agreement

Sweeny to Pasadena pipelines

200
--
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Hartford Connector Throughput and Deficiency Agreement

Wood River refinery to Hartford pipeline(3)

43
12.2
Hartford to Explorer pipeline(3)

16
39.2
Gold Line Transportation Services Agreement

Borger refinery to Wichita pipeline

54
--
Wichita to Kansas City pipeline

45
--
Wichita to Jeff City pipeline

7
--
Wichita to East St. Louis pipeline

10
--
Terminal and Storage Services Agreements

Clifton Ridge Terminal Services Agreement

Clifton Ridge terminal storage

190
--
Clifton Ridge ship dock / Pecan Grove barge dock

150
--
Hartford and Pasadena Terminal Services Agreement

Pasadena terminal

135
--
Pasadena and Hartford terminal truck racks

55
--
Gold Line Terminal Services Agreement

Wichita North, Kansas City, Jefferson City and East St. Louis terminals

80
--
Gold Line Storage Services Agreement

Wichita North, Kansas City and East St. Louis terminals(4)

1,010
--
Medford Spheres Storage Services Agreement

Medford storage spheres(4)

70
--
Bayway Terminal Services Agreement

Bayway terminal rail rack(4)

75
--
Ferndale Terminal Services Agreement

Ferndale terminal rail rack(4)

30
--
(1)
In thousands of barrels per day.
(2)
Includes capacity-based monthly fee.
(3)
Total volume commitment includes both Phillips 66 minimum volume commitment and Phillips 66 capacity reservation.
(4)
Represents the capacity upon which Phillips 66's minimum monthly fee is calculated.
Our Relationship with Phillips 66
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 and midstream, chemicals, refining, and marketing and specialties businesses with a key focus on 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
2.2 million barrels per day as of January 31, 2015. 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 73.3% limited partner interest in us and all of our incentive
distribution rights, and following the completion of the concurrent common units offering (as defined below), Phillips 66's limited partner interest in us
will be 68.6% (or 68.0% if the

S-4
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underwriters' option to purchase additional common units is exercised in full). We believe Phillips 66 will 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.
Recent Developments
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Pipeline Transaction. On February 13, 2015, we entered into a Contribution, Conveyance and Assumption Agreement (the "Contribution
Agreement") with our general partner, Phillips 66 Company and Phillips 66 Pipeline LLC ("Phillips 66 Pipeline"), each a wholly owned subsidiary of
Phillips 66, pursuant to which we agreed to acquire from Phillips 66 Company and Phillips 66 Pipeline certain joint venture interests, each as described
in more detail below (the "Pipeline Transaction"):
·
A 19.46% equity interest in Explorer Pipeline Company ("Explorer"), which owns and operates the Explorer pipeline, an approximately
1,830-mile refined petroleum product pipeline extending from the Texas Gulf Coast to Indiana with a current throughput capacity of
approximately 660,000 barrels per day that transports gasoline, diesel, fuel oil and jet fuel to more than 70 major cities in 16 U.S. states.
·
A 100% equity interest in Phillips 66 Sand Hills LLC, the owner of a one-third equity interest in DCP Sand Hills Pipeline, LLC, which
owns the 720-mile, fee-based Sand Hills NGL pipeline that transports NGL from plants in the Permian Basin and Eagle Ford Shale to
facilities along the Texas Gulf Coast and the Mont Belvieu market hub. The Sand Hills NGL pipeline has a current capacity of 200,000
barrels per day.
·
A 100% equity interest in Phillips 66 Southern Hills LLC, the owner of a one-third equity interest in DCP Southern Hills Pipeline, LLC,
which owns the 800-mile, fee-based Southern Hills NGL pipeline that transports NGL from the Midcontinent region to the Mont
Belvieu market hub. The Southern Hills NGL pipeline has a current capacity of 175,000 barrels per day.
The Sand Hills and Southern Hills NGL pipelines are operated by DCP Midstream Partners, LP, a publicly traded Delaware limited partnership
formed by DCP Midstream, LLC, which is a joint venture between Phillips 66 and Spectra Energy Corp.
In exchange for the joint venture interests acquired by us in the Pipeline Transaction, Phillips 66 will receive total consideration of approximately
$1.01 billion, consisting of approximately $880 million in cash and the issuance of 1,726,914 newly issued units, to be allocated between common units
to Phillips 66 Company 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 a portion of the cash consideration payable by us in the
Pipeline Transaction. We plan to fund the remaining portion of the cash consideration using the net proceeds from the concurrent common units
offering (as defined below). The closing of the Pipeline Transaction is subject to standard closing conditions and is expected to occur in early March
2015. The closing of this offering of notes is not conditioned on the closing of the Pipeline Transaction or upon the closing of the concurrent common
units offering.
Concurrent common units offering. On February 17, 2015, we priced a registered offering of 5,250,000 common units representing limited partner
interests in us (the "common units offering"). We have also granted the underwriters a 30-day option to purchase up to 787,500 additional common
units from us at the public offering price less underwriting discounts. The common units are being offered in the common units offering by means of a
separate prospectus supplement and accompanying base prospectus and not by means of this prospectus supplement. The completion of this offering and
the completion of the common units offering are not conditioned on each other or upon the consummation of the Pipeline Transaction. We estimate that
we will receive net proceeds of approximately $384 million from the common units offering, after deducting underwriting discounts and commissions
and estimated offering expenses payable by us and assuming the underwriters do not exercise their option to purchase additional common units. We
cannot give any assurance that the common units offering will be completed. We anticipate using the net proceeds from the common units offering to
fund a portion of the purchase price for the Pipeline Transaction.
Fourth Quarter 2014 Distributions. On January 21, 2015, the board of directors of our general partner declared a cash distribution of $0.34 per
common and subordinated unit for the fourth quarter of 2014. This

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distribution, which was paid on February 13, 2015 to all unitholders of record at the close of business on February 4, 2015, represents an increase of 7%
over the 2014 third quarter distribution.
Palermo Rail Terminal Project Acquisition. In December 2014, we acquired from Phillips 66 certain real property, assets under construction,
lease agreements and permits associated with a project to construct a crude oil rail-loading facility in Palermo, North Dakota. The facility is designed to
have an initial capacity of 100,000 barrels per day, with the flexibility to be expanded to 200,000 barrels per day. The terminal will have direct access
to the Sacagawea Pipeline and provide east and west coast railway access for third-party shippers. The terminal is anticipated to be completed and in
service in the fourth quarter of 2015.
Eagle Ford Gathering System Project Acquisition. In December 2014, we acquired from Phillips 66 certain real property and assets under
construction associated with a project to construct a crude oil gathering system that will consist of two pipelines and a storage facility near Helena and
Tilden, Texas. The gathering system is designed to connect Eagle Ford production to third party pipelines. The entire gathering system is anticipated to
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be completed and operational in the third quarter of 2015. In January 2015, we entered into a throughput and deficiency agreement with Phillips 66,
that provides for minimum volume commitments on the gathering system when each portion of the system is completed and in service.
North Dakota Midstream Joint Ventures. On January 16, 2015, we and Paradigm Energy Partners, LLC, formed two joint ventures to develop and
enhance logistical operations for crude oil transportation in the Bakken region of North Dakota. The two joint ventures are the Paradigm Pipeline LLC
(the "Pipeline JV"), in which we have a 50% interest and which is developing the Sacagawea Pipeline, and Phillips 66 Partners Terminal LLC (the "Rail
JV"), in which we have a 70% interest and which is developing the Palermo rail terminal project. We are the operator of each of the Pipeline JV and the
Rail JV. The pipeline and rail terminals that will be constructed by the Pipeline JV and the Rail JV, respectively, are each expected to commence
commercial operations in the fourth quarter of 2015.
Principal Executive Offices and Internet Address
Our executive offices are located at 3010 Briarpark Drive, 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.

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The Offering
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 and Guarantees of Debt Securities."
Issuer
Phillips 66 Partners LP.
Notes Offered
$1,100,000,000 aggregate principal amount of the notes, consisting of:

· $300,000,000 aggregate principal amount of 2.646% Senior Notes due
2020;

· $500,000,000 aggregate principal amount of 3.605% Senior Notes due
2025; and

· $300,000,000 aggregate principal amount of 4.680% Senior Notes due
2045.
Maturity Date
The 2020 notes will mature on February 15, 2020.

The 2025 notes will mature on February 15, 2025.

The 2045 notes will mature on February 15, 2045.
Interest Payment Dates
February 15 and August 15 of each year, commencing August 15, 2015.
Interest on the notes will accrue from February 23, 2015.
Optional Redemption
We may elect, at our option, to redeem any or all of the notes at any time
prior to:

· January 15, 2020 (one month prior to their maturity date) for the 2020
notes (the "2020 Notes Early Call Date")

· November 15, 2024 (three months prior to their maturity date) for the 2025
notes (the "2025 Notes Early Call Date")

· August 15, 2044 (six months prior to their maturity date) for the 2045 notes
(the "2045 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 2020 Notes Early Call Date, the 2025 Notes Early Call Date, and
the 2045 Notes Early Call Date are referred to in the abstract 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
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Document Outline

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