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

August 3, 2021

Date of Report (date of earliest event reported)

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 Boulevard

Houston, Texas 77042

(Address of Principal Executive Offices and Zip Code)

(855) 283-9237

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 August 3, 2021, Phillips 66 Partners LP issued a press release announcing the partnership’s financial and operating results for the quarter ended June 30, 2021. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. Additional financial and operating information about the quarter is attached as Exhibit 99.2 hereto and incorporated herein by reference.

The information in this report and the exhibits hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	—	Press release issued by Phillips 66 Partners LP on August 3, 2021.
99.2	—	Supplemental financial and operating information.
104	—	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
By:	/s/ Chukwuemeka A. Oyolu
	Chukwuemeka A. Oyolu Vice President and Controller

Date: August 3, 2021

2

EX-99.1

Exhibit 99.1

Phillips 66 Partners Reports Second-Quarter 2021 Financial Results

•Reported second-quarter earnings of $225 million and adjusted EBITDA of $337 million

•Announced quarterly distribution of $0.875 per common unit

HOUSTON, Aug. 3, 2021 – Phillips 66 Partners LP (NYSE: PSXP) announces second-quarter 2021 earnings of $225 million, or $0.91 per diluted common unit. Cash from operations was $286 million, and distributable cash flow was $267 million. Adjusted EBITDA was $337 million in the second quarter, compared with $289 million in the prior quarter.

“This quarter we operated well and delivered solid financial performance,” said Greg Garland, Phillips 66 Partners Chairman and CEO. “Our results reflect higher throughput on our wholly owned and joint venture assets. During the quarter, we advanced construction of the C2G Pipeline and plan to begin operations by the fourth quarter of this year. We continue to operate our assets safely and reliably and maintain our strong financial position through disciplined capital allocation.”

On July 20, 2021, the general partner’s board of directors declared a second-quarter 2021 cash distribution of $0.875 per common unit, or $3.50 per unit on an annualized basis.

Financial Results

Phillips 66 Partners’ second-quarter 2021 earnings were $225 million, compared with a loss of $18 million in the first quarter. First-quarter results included a $198 million impairment resulting from the Partnership’s decision to exit the Liberty Pipeline project. The Partnership reported adjusted EBITDA of $337 million in the second quarter, compared with $289 million in the prior quarter. The increase in second-quarter earnings and adjusted EBITDA reflect higher volumes and lower utility costs at the Partnership’s wholly owned and joint venture assets following the first-quarter winter storms and higher pipeline and terminal volumes from increased utilization at Phillips 66-operated refineries.

Liquidity, Capital Expenditures and Investments

As of June 30, 2021, total debt outstanding was $3.9 billion. The Partnership had $2 million in cash and cash equivalents and $734 million available under its revolving credit facility.

The Partnership’s capital expenditures and investments for the quarter were $61 million. Growth capital included spend on the C2G Pipeline project and funding for the Bakken Pipeline optimization project.

On April 1, 2021, Phillips 66 Partners repaid the remaining $50 million of tax-exempt bonds. Also in April, the Partnership borrowed $450 million under a new term loan agreement. Proceeds were primarily used to repay amounts borrowed under the Partnership’s $750 million revolving credit facility.

Page 1

Phillips 66 Partners Reports Second-Quarter 2021 Financial Results

Strategic Update

Phillips 66 Partners continued construction of the C2G Pipeline, a 16 inch ethane pipeline that will connect its Clemens Caverns storage facility to petrochemical facilities in Gregory, Texas, near Corpus Christi, Texas. The project is backed by long-term commitments. The pipeline is expected to be operational in the fourth quarter of 2021.

The Bakken Pipeline optimization project, supported by minimum volume commitments from long-term contracts, continues to progress with the next phase of incremental capacity commencing service in August.

Investor Webcast

Members of Phillips 66 Partners executive management will host a webcast today at 3 p.m. EDT to discuss the Partnership’s second-quarter performance. To listen to the conference call and view related presentation materials, go to www.phillips66partners.com/events. For detailed supplemental information, go to www.phillips66partners.com/reports.

About Phillips 66 Partners

Headquartered in Houston, Phillips 66 Partners is a 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	Shannon Holy (investors) 832-765-2297 shannon.m.holy@p66.com	Thaddeus Herrick (media) 855-841-2368 thaddeus.f.herrick@p66.com

Page 2

Phillips 66 Partners Reports Second-Quarter 2021 Financial Results

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements as defined under the federal securities laws. Words and phrases such as “is anticipated,” “is estimated,” “is expected,” “is planned,” “is scheduled,” “is targeted,” “believes,” “continues,” “intends,” “will,” “would,” “objectives,” “goals,” “projects,” “efforts,” “strategies” and similar expressions are used to identify such forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements included in this news release are based on management’s expectations, estimates and projections as of the date they are made. These statements are not guarantees of future performance and you should not unduly rely on them as they involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include: the continued ability of Phillips 66 to satisfy its obligations under our commercial and other agreements; the volume of crude oil, refined petroleum products and NGL we or our equity affiliates transport, fractionate, terminal and store; the tariff rates with respect to volumes transported through our regulated assets, which are subject to review and possible adjustment by federal and state regulators; fluctuations in the prices for crude oil, refined petroleum products and NGL; the continuing effects of the COVID-19 pandemic and its negative impact on the demand for refined products; changes in governmental policies relating to crude oil, refined petroleum products or NGL pricing, regulation, taxation, or exports; liabilities associated with the risks and operational hazards inherent in transporting, fractionating, terminaling and storing crude oil, refined petroleum products and NGL; curtailment of operations due to accidents, severe weather (including as a result of climate change) or natural disasters, riots, strikes or lockouts; the inability to obtain or maintain permits, in a timely manner or at all, and the possible revocation or modification of permits; the operation, financing and distribution decisions of our equity affiliates; costs to comply with environmental laws and safety regulations; failure of information technology due to various causes, including unauthorized access or attacks; changes to the costs to deliver and transport crude oil, refined petroleum products and NGL; potential liability from litigation or for remedial actions, including removal and reclamation obligations under environmental regulations; the failure to complete construction of capital projects on time and within budget; general domestic and international economic and political developments including armed hostilities, expropriation of assets, and other political, economic or diplomatic developments, including those caused by public health issues; our ability to comply with our debt covenants and to incur additional indebtedness on favorable terms; changes in tax, environmental and other laws and regulations; and other economic, business, competitive and/or regulatory factors affecting Phillips 66 Partners’ businesses generally as set forth in our filings with the Securities and Exchange Commission. Phillips 66 Partners is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Information—This news release includes the terms “EBITDA,” “adjusted EBITDA,” “distributable cash flow” and “coverage ratio.” These are non-GAAP financial measures. EBITDA and adjusted EBITDA are included to help facilitate comparisons of operating performance of the Partnership with other companies in our industry. EBITDA and distributable cash flow help facilitate an assessment of our ability to generate sufficient cash flow to make distributions to our partners. We believe that the presentation of EBITDA, adjusted EBITDA and distributable cash flow provides useful information to investors in assessing our financial condition and results of operations. Our coverage ratio is calculated as distributable cash flow divided by total cash distributions and is included to help indicate the Partnership’s ability to pay cash distributions from current earnings. The GAAP performance measure most directly comparable to EBITDA and adjusted EBITDA is net income (loss). The GAAP liquidity measure most comparable to EBITDA and distributable cash flow is net cash provided by operating activities. The GAAP financial measure most comparable to our coverage ratio is calculated as net cash provided by operating activities divided by total cash distributions. These non-GAAP financial measures should not be considered as alternatives to their comparable GAAP measures. They have important limitations as analytical tools because they exclude some but not all items that affect their corresponding GAAP measures. They should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because EBITDA, adjusted EBITDA, distributable cash flow and coverage ratio may be defined differently by other companies in our industry, our definition of those measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Reconciliations of these non-GAAP measures to their comparable GAAP measures are included in this release.

References in the release to earnings or losses refer to net income or losses attributable to the Partnership. References to EBITDA refer to earnings before interest, income taxes, depreciation and amortization.

Page 3

Phillips 66 Partners Reports Second-Quarter 2021 Financial Results

Results of Operations (Unaudited)

Summarized Financial Statement Information
	Millions of Dollars Except as Indicated
	Q2 2021			Q1 2021
Selected Income Statement Data
Total revenues and other income		$	423		376
Net income (loss)		234			(11)
Net income (loss) attributable to the Partnership		225			(18)
Adjusted EBITDA		337			289
Distributable cash flow		267			233
Net Income (Loss) Attributable to the Partnership Per Limited Partner Unit—Diluted (Dollars)
Common units		$	0.91		(0.13)
Selected Balance Sheet Data
Cash and cash equivalents		$	2		3
Equity investments		2,962			3,029
Total assets		7,001			7,053
Total debt		3,910			3,944
Equity held by public
Preferred units		729			749
Common units		2,649			2,647
Equity held by Phillips 66
Common units		(820)			(828)

Page 4

Phillips 66 Partners Reports Second-Quarter 2021 Financial Results

Statement of Income (Loss)

	Millions of Dollars
	Q2 2021			Q1 2021
Revenues and Other Income
Operating revenues—related parties		$	274		245
Operating revenues—third parties		6			7
Equity in earnings of affiliates		142			124
Other income		1			—
Total revenues and other income		423			376
Costs and Expenses
Operating and maintenance expenses		93			95
Depreciation		34			34
Impairments		—			198
General and administrative expenses		18			17
Taxes other than income taxes		11			10
Interest and debt expense		32			33
Total costs and expenses		188			387
Income (loss) before income taxes		235			(11)
Income tax expense		1			—
Net Income (Loss)		234			(11)
Less: Net income attributable to noncontrolling interest		9			7
Net Income (Loss) Attributable to the Partnership		225			(18)
Less: Preferred unitholders’ interest in net income (loss) attributable to the Partnership		12			12
Limited Partners’ Interest in Net Income (Loss) Attributable to the Partnership		$	213		(30)

Page 5

Phillips 66 Partners Reports Second-Quarter 2021 Financial Results

Selected Operating Data

	Q2 2021			Q1 2021
Wholly Owned Operating Data
Pipelines
Pipeline revenues (millions of dollars)		$	121		104
Pipeline volumes(1) (thousands of barrels daily)
Crude oil		957			796
Refined petroleum products and NGL		1,029			809
Total		1,986			1,605
Average pipeline revenue per barrel (dollars)		$	0.66		0.71
Terminals
Terminal revenues (millions of dollars)		$	43		39
Terminal throughput (thousands of barrels daily)
Crude oil(2)		397			374
Refined petroleum products		827			657
Total		1,224			1,031
Average terminaling revenue per barrel (dollars)		$	0.38		0.41
Storage, processing and other revenues (millions of dollars)		$	116		109
Total Operating Revenues (millions of dollars)		$	280		252
Joint Venture Operating Data(3)
Crude oil, refined petroleum products and NGL (thousands of barrels daily)		1,327			1,052
(1) Represents the sum of volumes transported through each separately tariffed pipeline segment.
(2) Bayway and Ferndale rail rack volumes included in crude oil terminals.
(3) Proportional share of total pipeline and terminal volumes of joint ventures consistent with recognized equity in earnings of affiliates.

Cash Distributions

	Millions of Dollars Except as Indicated
	Q2 2021			Q1 2021
Cash Distributions†
Common units—public		$	51		52
Common units—Phillips 66		148			148
Total		$	199		200
Cash Distribution Per Common Unit (Dollars)		$	0.875		0.875
Coverage Ratio*		1.34			1.17
†Cash distributions declared attributable to the indicated periods.
*Calculated as distributable cash flow divided by total cash distributions. Used to indicate the Partnership’s ability to pay cash distributions from current earnings. Net cash provided by operating activities divided by total cash distributions was 1.44x and 1.14x at Q2 2021 and Q1 2021, respectively.

Page 6

Phillips 66 Partners Reports Second-Quarter 2021 Financial Results

Reconciliation of Adjusted EBITDA and Distributable Cash Flow to Net Income (Loss) Attributable to the Partnership

	Millions of Dollars
	Q2 2021		Q1 2021
Net Income (Loss) Attributable to the Partnership	$	225	(18)
Plus:
Net income attributable to noncontrolling interest	9		7
Net Income (Loss)	234		(11)
Plus:
Depreciation	34		34
Net interest expense	32		33
Income tax expense	1		—
EBITDA	301		56
Plus:
Proportional share of equity affiliates’ net interest, taxes, depreciation and amortization, and impairments	51		49
Expenses indemnified or prefunded by Phillips 66	1		—
Impairments	—		198
Less:
Adjusted EBITDA attributable to noncontrolling interest	16		14
Adjusted EBITDA	337		289
Plus:
Deferred revenue impacts*†	(4)		9
Less:
Equity affiliate distributions less than proportional adjusted EBITDA	3		14
Maintenance capital expenditures†	17		6
Net interest expense	32		33
Preferred unit distributions	12		12
Income taxes paid	2		—
Distributable Cash Flow	$	267	233
*Difference between cash receipts and revenue recognition.
†Excludes Merey Sweeny capital reimbursements and turnaround impacts.

Page 7

Phillips 66 Partners Reports Second-Quarter 2021 Financial Results

Reconciliation of Adjusted EBITDA and Distributable Cash Flow to Net Cash Provided by Operating Activities

	Millions of Dollars
	Q2 2021		Q1 2021
Net Cash Provided by Operating Activities	$	286		227
Plus:
Net interest expense	32			33
Income tax expense	1			—
Changes in working capital	(11)			(11)
Undistributed equity earnings	(7)			5
Impairments	—			(198)
Deferred revenues and other liabilities	2			—
Other	(2)			—
EBITDA	301			56
Plus:
Proportional share of equity affiliates’ net interest, taxes, depreciation and amortization, and impairments	51			49
Expenses indemnified or prefunded by Phillips 66	1			—
Impairments	—			198
Less:
Adjusted EBITDA attributable to noncontrolling interest	16			14
Adjusted EBITDA	337			289
Plus:
Deferred revenue impacts*†	(4)			9
Less:
Equity affiliate distributions less than proportional adjusted EBITDA	3			14
Maintenance capital expenditures†	17			6
Net interest expense	32			33
Preferred unit distributions	12			12
Income taxes paid	2			—
Distributable Cash Flow	$	267		233
*Difference between cash receipts and revenue recognition.
†Excludes Merey Sweeny capital reimbursements and turnaround impacts.

Page 8

EX-99.2

Exhibit 99.2

Phillips 66 Partners LP Earnings Release Supplemental Data

STATEMENT OF INCOME (LOSS)
CONSOLIDATED
	Millions of Dollars, Except as Indicated
	2021					2020
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Revenues and Other Income
Operating revenues—related parties	245	274			519	258	236	256	258	1,008
Operating revenues—third parties	7	6			13	9	5	9	7	30
Equity in earnings of affiliates	124	142			266	136	104	129	124	493
Gain from equity interest transfer	—	—			—	—	84	—	—	84
Other income	—	1			1	1	1	—	1	3
Total revenues and other income	376	423			799	404	430	394	390	1,618
Costs and Expenses
Operating and maintenance expenses	95	93			188	88	84	85	85	342
Depreciation	34	34			68	30	31	35	39	135
Impairments	198	—			198	—	—	—	96	96
General and administrative expenses	17	18			35	17	17	16	16	66
Taxes other than income taxes	10	11			21	11	10	9	10	40
Interest and debt expense	33	32			65	29	28	32	32	121
Other expenses	—	—			—	2	5	—	—	7
Total costs and expenses	387	188			575	177	175	177	278	807
Income (loss) before income taxes	(11)	235			224	227	255	217	112	811
Income tax expense	—	1			1	1	—	1	1	3
Net Income (Loss)	(11)	234			223	226	255	216	111	808
Less: Net income attributable to noncontrolling interest	7	9			16	—	—	10	7	17
Net Income (Loss) Attributable to the Partnership	(18)	225			207	226	255	206	104	791
Less: Preferred unitholders’ interest in net income (loss) attributable to the Partnership	12	12			24	10	9	10	12	41
Limited Partners’ Interest in Net Income (Loss) Attributable to the Partnership	(30)	213			183	216	246	196	92	750
Adjusted EBITDA*	289	337			626	321	269	313	318	1,221
Distributable Cash Flow*	233	267			500	269	218	243	240	970
Net Income (Loss) Attributable to the Partnership Per Limited Partner Unit (dollars)
Common units—basic	(0.13)	0.91			0.78	0.95	1.07	0.86	0.40	3.29
Common units—diluted	(0.13)	0.91			0.78	0.93	1.05	0.85	0.40	3.27
Weighted-Average Limited Partner Units Outstanding (thousands)
Common units—basic	228,340	228,340			228,340	228,312	228,340	228,340	228,340	228,333
Common units—diluted	228,340	228,340			228,340	242,132	242,160	242,160	228,340	242,153
* See note on the use of non-GAAP measures.

Page 1

Exhibit 99.2

Phillips 66 Partners LP Earnings Release Supplemental Data

SELECTED OPERATING DATA
CONSOLIDATED
	2021					2020
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Wholly Owned Operating Data
Pipelines
Pipeline revenues (millions of dollars)	104	121			225	111	97	117	111	436
Pipeline volumes(1) (thousands of barrels daily)
Crude oil	796	957			877	941	806	867	843	864
Refined petroleum products and NGL	809	1,029			920	866	825	907	877	869
Total	1,605	1,986			1,797	1,807	1,631	1,774	1,720	1,733
Average pipeline revenue per barrel (dollars)	0.71	0.66			0.68	0.67	0.65	0.71	0.70	0.68
Terminals
Terminal revenues (millions of dollars)	39	43			82	43	33	36	41	153
Terminal throughput (thousands of barrels daily)
Crude oil(2)	374	397			386	460	380	296	283	354
Refined petroleum products	657	827			743	748	690	700	711	713
Total	1,031	1,224			1,129	1,208	1,070	996	994	1,067
Average terminaling revenue per barrel (dollars)	0.41	0.38			0.39	0.39	0.33	0.39	0.44	0.39
Storage, processing and other revenues (millions of dollars)	109	116			225	113	111	112	113	449
Total Operating Revenues (millions of dollars)	252	280			532	267	241	265	265	1,038
Joint Venture Operating Data(3)
Crude oil, refined petroleum products and NGL (thousands of barrels daily)	1,052	1,327			1,190	838	942	1,142	1,102	1,007
(1) Represents the sum of volumes transported through each separately tariffed pipeline segment.
(2) Bayway and Ferndale rail rack volumes included in crude oil terminals.
(3) Proportional share of total pipeline and terminal volumes of joint ventures consistent with recognized equity in earnings of affiliates.

Page 2

Exhibit 99.2

Phillips 66 Partners LP Earnings Release Supplemental Data

CAPITAL EXPENDITURES AND INVESTMENTS
	Millions of Dollars
	2021					2020
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Capital Expenditures and Investments
Expansion	52	44			96	196	311	160	90	757
Maintenance	6	17			23	15	28	21	33	97
Adjusted Capital Spending*	58	61			119	211	339	181	123	854
Capital expenditures and investments funded by certain joint venture partners**	—	—			—	23	38	3	(3)	61
Capital Expenditures and Investments	58	61			119	234	377	184	120	915
* See note on the use of non-GAAP measures.
** Includes previously funded capital returned to our joint venture partner in the fourth quarter of 2020.

CASH DISTRIBUTIONS
	2021					2020
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Cash Distribution Per Common Unit (Dollars)	0.875	0.875			1.750	0.875	0.875	0.875	0.875	3.500
Cash Distributions* ($ Millions)
Common units—public	52	51			103	51	51	52	51	205
Common units—Phillips 66	148	148			296	148	149	148	149	594
Total	200	199			399	199	200	200	200	799
Coverage Ratio†**	1.17	1.34			1.25	1.35	1.09	1.22	1.20	1.21
* Cash distributions declared attributable to the indicated periods.
** See note on the use of non-GAAP measures.
† Calculated as distributable cash flow divided by total cash distributions. Used to indicate the Partnership’s ability to pay cash distributions from     current earnings.

Page 3

Exhibit 99.2

Phillips 66 Partners LP Earnings Release Supplemental Data

NON-GAAP FINANCIAL MEASURES RECONCILIATION
CONSOLIDATED
	Millions of Dollars
	2021					2020
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Reconciliation to Net Income (Loss) Attributable to the Partnership
Net Income (Loss) Attributable to the Partnership	(18)	225			207	226	255	206	104	791
Plus:
Net income attributable to noncontrolling interest	7	9			16	—	—	10	7	17
Net Income (Loss)	(11)	234			223	226	255	216	111	808
Plus:
Depreciation	34	34			68	30	31	35	39	135
Net interest expense	33	32			65	28	29	31	32	120
Income tax expense	—	1			1	1	—	1	1	3
EBITDA**	56	301			357	285	315	283	183	1,066
Plus:
Proportional share of equity affiliates’ net interest, taxes, depreciation and amortization, and impairments	49	51			100	35	38	45	54	172
Expenses indemnified or prefunded by Phillips 66	—	1			1	—	—	1	1	2
Transaction costs associated with acquisitions	—	—			—	1	—	—	—	1
Impairments	198	—			198	—	—	—	96	96
Less:
Gain from equity interest transfer	—	—			—	—	84	—	—	84
Adjusted EBITDA attributable to noncontrolling interest	14	16			30	—	—	16	16	32
Adjusted EBITDA**	289	337			626	321	269	313	318	1,221
Plus:
Deferred revenue impacts*†	9	(4)			5	2	5	(3)	4	8
Less:
Equity affiliate distributions less than (more than) proportional adjusted EBITDA	14	3			17	1	(10)	4	5	—
Maintenance capital expenditures†	6	17			23	15	28	21	33	97
Net interest expense	33	32			65	28	29	31	32	120
Preferred unit distributions	12	12			24	10	9	10	12	41
Income taxes paid	—	2			2	—	—	1	—	1
Distributable Cash Flow**	233	267			500	269	218	243	240	970
* Difference between cash receipts and revenue recognition.
** See note on the use of non-GAAP measures.
† Excludes Merey Sweeny capital reimbursements and turnaround impacts.

Page 4

Exhibit 99.2

Phillips 66 Partners LP Earnings Release Supplemental Data

NON-GAAP FINANCIAL MEASURES RECONCILIATION (continued)
CONSOLIDATED
	Millions of Dollars
	2021					2020
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Reconciliation to Net Cash Provided by Operating Activities
Net Cash Provided by Operating Activities	227	286			513	274	215	296	170	955
Plus:
Net interest expense	33	32			65	28	29	31	32	120
Income tax expense	—	1			1	1	—	1	1	3
Changes in working capital	(11)	(11)			(22)	(12)	(3)	(45)	75	15
Undistributed equity earnings	5	(7)			(2)	(4)	(5)	—	2	(7)
Impairments	(198)	—			(198)	—	—	—	(96)	(96)
Gain from equity interest transfer	—	—			—	—	84	—	—	84
Deferred revenues and other liabilities	—	2			2	—	2	1	1	4
Other	—	(2)			(2)	(2)	(7)	(1)	(2)	(12)
EBITDA**	56	301			357	285	315	283	183	1,066
Plus:
Proportional share of equity affiliates’ net interest, taxes, depreciation and amortization, and impairments	49	51			100	35	38	45	54	172
Expenses indemnified or prefunded by Phillips 66	—	1			1	—	—	1	1	2
Transaction costs associated with acquisitions	—	—			—	1	—	—	—	1
Impairments	198	—			198	—	—	—	96	96
Less:
Gain from equity interest transfer	—	—			—	—	84	—	—	84
Adjusted EBITDA attributable to noncontrolling interest	14	16			30	—	—	16	16	32
Adjusted EBITDA**	289	337			626	321	269	313	318	1,221
Plus:
Deferred revenue impacts*†	9	(4)			5	2	5	(3)	4	8
Less:
Equity affiliate distributions less than (more than) proportional adjusted EBITDA	14	3			17	1	(10)	4	5	—
Maintenance capital expenditures†	6	17			23	15	28	21	33	97
Net interest expense	33	32			65	28	29	31	32	120
Preferred unit distributions	12	12			24	10	9	10	12	41
Income taxes paid	—	2			2	—	—	1	—	1
Distributable Cash Flow**	233	267			500	269	218	243	240	970
* Difference between cash receipts and revenue recognition.
** See note on the use of non-GAAP measures.
† Excludes Merey Sweeny capital reimbursements and turnaround impacts.

Page 5

Exhibit 99.2

Use of Non-GAAP Financial Information—This earnings release supplemental data includes the terms “EBITDA,” “adjusted EBITDA,” “distributable cash flow,” “coverage ratio,” and “adjusted capital spending.” These are non-GAAP financial measures. EBITDA and adjusted EBITDA are included to help facilitate comparisons of operating performance of the Partnership with other companies in our industry. EBITDA and distributable cash flow help facilitate an assessment of our ability to generate sufficient cash flow to make distributions to our partners. We believe that the presentation of EBITDA, adjusted EBITDA and distributable cash flow provides useful information to investors in assessing our financial condition and results of operations. Our coverage ratio is calculated as distributable cash flow divided by total cash distributions and is included to help indicate the Partnership’s ability to pay cash distributions from current earnings. Additionally, adjusted capital spending is a non-GAAP financial measure that demonstrates Phillips 66 Partners' net share of capital spending. The GAAP performance measure most directly comparable to EBITDA and adjusted EBITDA is net income (loss). The GAAP liquidity measure most comparable to EBITDA and distributable cash flow is net cash provided by operating activities. The GAAP financial measure most comparable to our coverage ratio is calculated as net cash provided by operating activities divided by total cash distributions. The GAAP financial measure most comparable to adjusted capital spending is capital expenditures and investments. These non-GAAP financial measures should not be considered as alternatives to their comparable GAAP measures. They have important limitations as analytical tools because they exclude some but not all items that affect their corresponding GAAP measures. They should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because EBITDA, adjusted EBITDA, distributable cash flow, coverage ratio and adjusted capital spending may be defined differently by other companies in our industry, our definition of those measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Reconciliations of these non-GAAP measures to their comparable GAAP measures are included in this earnings release supplemental data. Additionally, the disaggregation of adjusted capital spending between expansion and maintenance is not a distinction recognized under GAAP. We provide such disaggregation because our partnership agreement requires that we treat expansion and maintenance capital differently for certain surplus determinations. Further, we generally fund expansion capital spending with both operating and financing cash flows and fund maintenance capital spending with operating cash flows. We believe this is an important distinction in our liquidity profile.

Page 6

XML

Document and Entity Information Document and Entity Information	Aug. 03, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 03, 2021
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 Boulevard
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