8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 21, 2020

Phillips 66 Partners LP

(Exact name of registrant as specified in its charter)

Delaware	001-36011	38-3899432
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2331 CityWest Blvd., Houston, Texas 77042

(Address of Principal Executive Offices and Zip Code)

(855) 283-9237

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units, Representing Limited Partner Interests	PSXP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 21, 2020, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.875 per common unit attributable to the second quarter of 2020. This distribution is payable August 13, 2020, to unitholders of record as of July 31, 2020. A copy of the news release announcing the declaration of our quarterly cash distribution is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

The description in Item 2.02 above of the declaration of our quarterly cash distribution is incorporated in this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	—	News release issued by Phillips 66 Partners LP on July 21, 2020, announcing the declaration of its quarterly cash distribution.
104	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Page 1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHILLIPS 66 PARTNERS LP

By: Phillips 66 Partners GP LLC, its general partner

/s/ Chukwuemeka A. Oyolu

Chukwuemeka A. Oyolu

Vice President and Controller

Date: July 21, 2020

Page 2

EX-99.1

Exhibit 99.1

Phillips 66 Partners Declares

Quarterly Cash Distribution

HOUSTON, July 21, 2020- Phillips 66 Partners LP (NYSE: PSXP) announces that the board of directors of its general partner declared a second-quarter 2020 cash distribution of $0.875 per common unit, or $3.50 per unit on an annualized basis. This represents a 2% increase compared to the second-quarter 2019 distribution. The quarterly distribution is payable Aug. 13, 2020, to unitholders of record as of July 31, 2020.

“Today we are announcing a competitive second quarter distribution,” said Greg Garland, Phillips 66 Partners’ chairman and CEO. “In this challenging environment, maintaining safe, reliable operations and a strong balance sheet remain our top priorities. We will continue our disciplined approach to capital allocation to support long-term coverage and leverage ratios.”

About Phillips 66 Partners

Headquartered in Houston, Phillips 66 Partners is a growth-oriented master limited partnership formed by Phillips 66 to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and natural gas liquids pipelines, terminals and other midstream assets. For more information, visit www.phillips66partners.com.

- # # # -

CONTACTS

Jeff Dietert (investors)
832-765-2297

jeff.dietert@p66.com

or

Brent Shaw (investors)

832-765-2297

brent.d.shaw@p66.com

or

Joe Gannon (media)

855-841-2368

joe.gannon@p66.com

TAX CONSIDERATIONS

This release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100% of Phillips 66 Partners LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Phillips 66 Partners LP’s distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not Phillips 66 Partners LP, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.

XML

Cover Page Cover Page	Jul. 21, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 21, 2020
Entity Registrant Name	Phillips 66 Partners LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36011
Entity Tax Identification Number	38-3899432
Entity Address, Address Line One	2331 CityWest Blvd.,
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	855
Local Phone Number	283-9237
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units, Representing Limited Partner Interests
Trading Symbol	PSXP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001572910
Amendment Flag	false
Document Information [Line Items]
Document Period End Date	Jul. 21, 2020