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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.

 

 

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.

 

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