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):January 29, 2014

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.)

3010 Briarpark Drive, Houston, Texas 77042

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (855) 283-9237

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))

Item 2.02 Results of Operations and Financial Condition.

On January 29, 2014, Phillips 66 Partners LP issued a press release announcing the partnership's financial and operating results for the quarter ended December 31, 2013. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Additional financial and operating information about the quarter is furnished 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 January 29, 2014.

99.2 — Supplemental financial and operating information.

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 thereunto duly authorized.

	PHILLIPS 66 PARTNERS LP
	By: Phillips 66 Partners GP LLC, its general partner
	/s/ C. Doug Johnson
	C. Doug Johnson Vice President and Controller
January 29, 2014

2

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release issued by Phillips 66 Partners LP on January 29, 2014.
99.2	Supplemental financial and operating information.

3

EX-99.1

Exhibit 99.1

NEWS RELEASE

Phillips 66 Partners Reports

Fourth-Quarter Earnings of $17 Million

HOUSTON, Jan. 29, 2014 – Phillips 66 Partners LP (NYSE: PSXP) announces fourth-quarter earnings of $17.0 million, resulting in $0.24 per limited partner unit. Earnings before interest, income taxes, depreciation and amortization (EBITDA) was $18.8 million and distributable cash flow was $17.8 million.

From the closing of its initial public offering (IPO) on July 26, 2013, through Dec. 31, 2013, the partnership's earnings were $28.9 million, resulting in $0.40 per limited partner unit. During this period, EBITDA was $32.0 million and distributable cash flow was $30.4 million.

"We are pleased with our operating and financial performance in our first full quarter,” said Phillips 66 Partners Chairman and CEO Greg Garland. “Consistent with our commitment to create value for unitholders, we recently increased our quarterly cash distribution by nearly 6 percent and are actively pursuing our initial acquisition in the first half of 2014."

Financial Results

Total revenues for the fourth quarter were $30.0 million, up $0.4 million from the third quarter. The increase primarily resulted from higher pipeline and terminal throughput volumes. Total costs of $12.9 million were up $0.8 million from the prior quarter, primarily driven by higher general and administrative expenses. These increased expenses reflect the higher costs of operating as a stand-alone publicly traded partnership, as well as due diligence costs associated with planned asset acquisitions.

On Jan. 22, 2014, the board of directors of our general partner declared a quarterly cash distribution of $0.2248 per unit, for a total distribution of $16.2 million. This distribution is 5.8 percent greater than the partnership's minimum quarterly distribution of $0.2125 per unit.

At Dec. 31, 2013, Phillips 66 Partners LP had $425.1 million in cash and cash equivalents, the majority of which is available to fund future acquisitions and expansion capital opportunities. The partnership also has an unused revolving credit facility of $250 million.

Investor Webcast

Later today, Phillips 66 Partners President Tim Taylor, Vice President and Chief Financial Officer Greg Maxwell, and Vice President and Chief Operating Officer Tom Liberti will host a webcast at 3 p.m. EST to discuss the partnership’s fourth-quarter performance. To listen to the conference call and view

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Phillips 66 Partners Reports Earnings of $17 Million

related presentation materials, go to www.phillips66partners.com/events. For detailed supplemental information, go to www.phillips66partners.com/reports.

On April 10, 2014, Phillips 66 Partners will participate in the Phillips 66 analyst meeting in New York. The meeting will be available via webcast. Additional details will be provided in a news release prior to the event.

About Phillips 66 Partners

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 product and natural gas liquids pipelines and terminals and other transportation and midstream assets. Headquartered in Houston, the partnership’s assets include the Clifton Ridge crude oil pipeline, terminal and storage system in Louisiana; the Sweeny to Pasadena refined petroleum product pipeline, terminal and storage system in Texas; and the Hartford Connector refined petroleum product pipeline, terminal and storage system in Illinois. For more information, visit www.phillips66partners.com.

- # # # -

CONTACTS

Rich Johnson (media)
832-765-1016

rich.johnson@p66.com

William Steen (investors)
832-765-3174

william.steen@p66.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This news release includes forward-looking statements. Words and phrases such as “is anticipated,” “is estimated,” “is expected,” “is planned,” “is scheduled,” “is targeted,” “believes,” “intends,” “objectives,” “projects,” “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 relating to Phillips 66 Partners’ operations are based on management’s expectations, estimates and projections about the partnership, its interests and the energy industry in general on the date this news release was prepared. These statements are not guarantees of future performance and 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 and refined petroleum products we transport; 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; fluctuations in the prices for crude oil and refined petroleum products; liabilities associated with the risks and operational hazards inherent in transporting, terminaling and storing crude oil and refined petroleum products; potential liability from litigation or for remedial actions, including removal and reclamation obligations under environmental 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.

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Phillips 66 Partners Reports Earnings of $17 Million

Use of Non-GAAP Financial Information—This news release includes the terms EBITDA and distributable cash flow. These are non-GAAP financial measures. EBITDA and distributable cash flow are included to help facilitate comparisons of operating performance of the partnership with other companies in our industry, as well as help facilitate an assessment of our assets’ ability to generate sufficient cash flow to make distributions to our partners. We believe that the presentation of EBITDA and distributable cash flow provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and distributable cash flow are net income and net cash provided by operating activities. EBITDA and distributable cash flow should not be considered as alternatives to GAAP net income or net cash provided by operating activities. EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. EBITDA and distributable cash flow should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definitions of EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

References in the release to earnings refer to net income.

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Phillips 66 Partners Reports Earnings of $17 Million

Results of Operations

Summarized Income Statement Information*
	Millions of Dollars  Except as Indicated
	Three Months Ended December 31						Twelve Months Ended December 31
	2013			2012			2013			2012
Total revenues		$	30.0		$	22.1		$	106.8		$	80.1
Net income		17.0			11.6			60.7			41.1
EBITDA		18.8			13.2			67.7			48.0
EBITDA subsequent to IPO		18.8			**			32.0			**
Distributable cash flow subsequent to IPO		17.8			**			30.4			**
Net Income Subsequent to Initial Public Offering Per Limited Partner Unit—Basic and Diluted (dollars)
Common units		$	0.24		**			$	0.40		**
Subordinated units—Phillips 66		0.24			**			0.40			**

* The above table presents total revenues, net income, EBITDA and distributable cash flow for the three- and twelve-month periods ended Dec. 31, 2013, and 2012. The combined financial results of Phillips 66 Partners LP predecessor, the predecessor for accounting purposes, are presented for periods through July 25, 2013. Differences in revenues and expenses for periods prior to and after the IPO are detailed in the "Factors Affecting the Comparability of Our Financial Results" in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the final prospectus, dated July 22, 2013, as filed with the Securities and Exchange Commission. The above table does not include distributable cash flow for the periods prior to the IPO.

** Information is not applicable for the pre-IPO periods.

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Phillips 66 Partners Reports Earnings of $17 Million

Statement of Income—Reconciliation of Predecessor and Partnership
	Millions of Dollars
	2013
	Phillips 66 Partners LP Predecessor Jan 1 Through Jul 25			Phillips 66 Partners LP Jul 26 Through Dec 31			Twelve Months Ended Dec 31			Three Months Ended Dec 31
Revenues
Transportation and terminaling services—related parties		$	55.5		$	50.9		$	106.4		$	29.8
Transportation and terminaling services—third parties		0.1			0.1			0.2			0.1
Other income		—			0.2			0.2			0.1
Total revenues		$	55.6		$	51.2		$	106.8		$	30.0
Costs and Expenses
Operating and maintenance expenses		$	13.8		$	13.6		$	27.4		$	7.7
Depreciation		3.6			2.6			6.2			1.5
General and administrative expenses		5.1			4.9			10.0			3.1
Taxes other than income taxes		1.0			0.7			1.7			0.4
Interest and debt expense		—			0.3			0.3			0.2
Total costs and expenses		$	23.5		$	22.1		$	45.6		$	12.9
Income before income taxes		32.1			29.1			61.2			17.1
Provision for income taxes		0.3			0.2			0.5			0.1
Net Income		$	31.8		$	28.9		$	60.7		$	17.0

Selected Operating Data—Reconciliation of Predecessor and Partnership
	Thousands of Barrels Daily
	2013
	Phillips 66 Partners LP Predecessor Jan 1 Through Jul 25		Phillips 66 Partners LP Jul 26 Through Dec 31		Twelve Months Ended Dec 31		Three Months Ended Dec 31
Pipeline, Terminal and Storage Volumes
Pipelines*
Crude oil throughput		298		238		272		244
Refined product throughput		224		311		262		315
Total		522		549		534		559
Terminals
Crude Oil
Storage volumes		215		199		208		207
Terminaling throughput		158		186		170		189
Refined Products
Terminaling throughput		209		266		234		267
Total		582		651		612		663

* Represents the sum of volumes transported through each separately tariffed pipeline segment.

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Phillips 66 Partners Reports Earnings of $17 Million

Reconciliation of EBITDA and Distributable Cash Flow to Net Income and Net Cash Provided by Operating Activities
	Millions of Dollars
	2013													2012
	Phillips 66 Partners LP Predecessor Jan 1 Through Jul 25			Phillips 66 Partners LP Jul 26 Through Dec 31			Twelve Months Ended Dec 31			Three Months Ended Dec 31				Three Months Ended Dec 31			Twelve Months Ended Dec 31
Reconciliation to Net Income
Net Income		$	31.8		$	28.9		$	60.7		$	17.0			$	11.6		$	41.1
Plus:
Depreciation		3.6			2.6			6.2			1.5				1.6			6.6
Net interest expense		—			0.1			0.1			0.1				—			—
Amortization of deferred rentals		—			0.2			0.2			0.1				—			—
Provision for income taxes		0.3			0.2			0.5			0.1				—			0.3
EBITDA		$	35.7		$	32.0		$	67.7		$	18.8			$	13.2		$	48.0
Less:
Predecessor EBITDA prior to IPO on July 26, 2013		35.7			—			35.7			—				13.2			48.0
EBITDA subsequent to IPO		$	—		$	32.0		$	32.0		$	18.8			$	—		$	—
Plus:
Adjustments related to minimum volume commitments		**			—			—			(0.1		)		**			**
Phillips 66 prefunded projects		**			0.8			0.8			0.5				**			**
Other		**			0.4			0.4			0.4				**			**
Less:
Net interest paid		**			0.1			0.1			—				**			**
Income taxes paid		**			—			—			—				**			**
Maintenance capital expenditures		**			2.7			2.7			1.8				**			**
Distributable Cash Flow Subsequent to IPO		**			$	30.4		$	30.4		$	17.8			**			**

** Information is not applicable for the pre-IPO periods.

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Phillips 66 Partners Reports Earnings of $17 Million

	Millions of Dollars
	Three Months Ended December 31							Twelve Months Ended December 31
		2013			2012				2013		2012
Reconciliation to Net Cash from Operating Activities
Net cash from operating activities		$	16.8		$	12.9			$	60.3	$	44.5
Plus:
Net interest expense		0.1			—				0.1		—
Provision for income taxes		0.1			—				0.5		0.3
Changes in working capital		1.7			(0.2		)		6.6		1.0
Deferred rentals and other		0.1			0.5				0.2		2.2
EBITDA		$	18.8		$	13.2			$	67.7	$	48.0
Less:
Predecessor EBITDA prior to IPO on July 26, 2013		—			13.2				35.7		48.0
EBITDA subsequent to IPO		$	18.8		$	—			$	32.0	$	—
Plus:
Adjustments related to minimum volume commitments		(0.1		)	**				—		**
Phillips 66 prefunded projects		0.5			**				0.8		**
Other		0.4			**				0.4		**
Less:
Net interest paid		—			**				0.1		**
Income taxes paid		—			**				—		**
Maintenance capital expenditures		1.8			**				2.7		**
Distributable Cash Flow Subsequent to IPO		$	17.8		**				$	30.4	**

** Information is not applicable for the pre-IPO periods.

Page 7

EX-99.2

Exhibit 99.2

Phillips 66 Partners LP Earnings Release Supplemental Data

Factors Affecting Comparability

The following tables present net income, EBITDA, distributable cash flow and related operational information for each quarterly period through December 31, 2013. The unaudited combined financial results of Phillips 66 Partners LP predecessor, the predecessor for accounting purposes, are presented for periods through July 25, 2013. Differences in revenues and expenses for periods prior to and after the IPO are detailed in the "Factors Affecting the Comparability of Our Financial Results" in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the final prospectus dated July 22, 2013, filed with the Securities and Exchange Commission. The following tables do not include distributable cash flow for the periods prior to the IPO.

CONSOLIDATED STATEMENT OF INCOME
	Millions of Dollars, Except as Indicated
	2012					2013
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Revenues
Transportation and terminaling services—related parties	18.1	18.4	21.2	22.0	79.7	20.9	26.2	29.5	29.8	106.4
Transportation and terminaling services—third parties	0.1	0.1	0.1	0.1	0.4	0.1	—	—	0.1	0.2
Other income	—	—	—	—	—	—	—	0.1	0.1	0.2
Total revenues	18.2	18.5	21.3	22.1	80.1	21.0	26.2	29.6	30.0	106.8
Costs and Expenses
Operating and maintenance expenses	6.7	5.1	4.9	6.2	22.9	6.2	6.0	7.5	7.7	27.4
Depreciation	1.5	1.7	1.8	1.6	6.6	1.6	1.5	1.6	1.5	6.2
General and administrative expenses	1.4	1.7	2.3	2.4	7.8	1.9	2.5	2.5	3.1	10.0
Taxes other than income taxes	0.4	0.4	0.3	0.3	1.4	0.5	0.4	0.4	0.4	1.7
Interest and debt expense	—	—	—	—	—	—	—	0.1	0.2	0.3
Total costs and expenses	10.0	8.9	9.3	10.5	38.7	10.2	10.4	12.1	12.9	45.6
Income before income taxes	8.2	9.6	12.0	11.6	41.4	10.8	15.8	17.5	17.1	61.2
Provision for income taxes	0.1	0.1	0.1	—	0.3	0.1	0.1	0.2	0.1	0.5
Net Income	8.1	9.5	11.9	11.6	41.1	10.7	15.7	17.3	17.0	60.7
Less: Predecessor income prior to IPO on July 26, 2013	8.1	9.5	11.9	11.6	41.1	10.7	15.7	5.4	—	31.8
Net income subsequent to IPO	—	—	—	—	—	—	—	11.9	17.0	28.9
Less: General partner's interest in net income subsequent to IPO	**	**	**	**	**	**	**	0.2	0.4	0.6
Limited partners' interest in net income subsequent to IPO	**	**	**	**	**	**	**	11.7	16.6	28.3
Net Income Subsequent to IPO Per Limited Partner Unit—Basic and Diluted (Dollars)
Common units	**	**	**	**	**	**	**	0.17	0.24	0.40
Subordinated units—Phillips 66	**	**	**	**	**	**	**	0.17	0.24	0.40
Limited Parter Units Outstanding(Thousands)
Common units—public	**	**	**	**	**	**	**	18,889	18,889	18,889
Common units—Phillips 66	**	**	**	**	**	**	**	16,328	16,328	16,328
Subordinated units—Phillips 66	**	**	**	**	**	**	**	35,217	35,217	35,217
EBITDA	9.7	11.3	13.8	13.2	48.0	12.4	17.3	19.2	18.8	67.7
Distributable Cash Flow Subsequent to IPO	**	**	**	**	**	**	**	12.6	17.8	30.4

** Information is not applicable for the pre-IPO periods.

Page 1

CASH FLOW INFORMATION
	Millions of Dollars
	2012										2013
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD
Cash Flows From Operating Activities
Net income	8.1		9.5		11.9		11.6		41.1		10.7		15.7		17.3		17.0		60.7
Depreciation	1.5		1.7		1.8		1.6		6.6		1.6		1.5		1.6		1.5		6.2
Deferred rentals and other	(0.4	)	(0.7	)	(0.6	)	(0.5	)	(2.2	)	(0.4	)	—		0.4		—		—
Net working capital changes	(0.6	)	0.3		(0.9	)	0.2		(1.0	)	—		0.8		(5.7	)	(1.7	)	(6.6	)
Net Cash Provided by Operating Activities	8.6		10.8		12.2		12.9		44.5		11.9		18.0		13.6		16.8		60.3
Cash Flows From Investing Activities
Capital expenditures	(2.4	)	(4.6	)	(5.4	)	(2.6	)	(15.0	)	(0.7	)	(1.7	)	(1.8	)	(2.4	)	(6.6	)
Other	—		—		—		—		—		—		—		—		0.2		0.2
Net Cash Used in Investing Activities	(2.4	)	(4.6	)	(5.4	)	(2.6	)	(15.0	)	(0.7	)	(1.7	)	(1.8	)	(2.2	)	(6.4	)
Cash Flows From Financing Activities
Contributions from (distributions to) Phillips 66—prior to IPO	(6.2	)	(6.2	)	(6.8	)	(10.3	)	(29.5	)	(11.2	)	(16.3	)	2.5		—		(25.0	)
Project prefunding from Phillips 66	—		—		—		—		—		—		—		3.0		—		3.0
Proceeds from issuance of common units	—		—		—		—		—		—		—		434.4		—		434.4
Offering costs	—		—		—		—		—		—		—		(30.0	)	—		(30.0	)
Debt issuance costs	—		—		—		—		—		—		—		(0.1	)	—		(0.1	)
Distributions to common unitholders—public	—		—		—		—		—		—		—		—		(2.9	)	(2.9	)
Distributions to common unitholder—Phillips 66	—		—		—		—		—		—		—		—		(2.5	)	(2.5	)
Distributions to subordinated unitholder— Phillips 66	—		—		—		—		—		—		—		—		(5.5	)	(5.5	)
Distributions to general partner—Phillips 66	—		—		—		—		—		—		—		—		(0.2	)	(0.2	)
Net Cash Provided by (Used in) Financing Activities	(6.2	)	(6.2	)	(6.8	)	(10.3	)	(29.5	)	(11.2	)	(16.3	)	409.8		(11.1	)	371.2
Net Change in Cash and Cash Equivalents	—		—		—		—		—		—		—		421.6		3.5		425.1
Cash and cash equivalents at beginning of period	—		—		—		—		—		—		—		—		421.6		—
Cash and Cash Equivalents at End of Period	—		—		—		—		—		—		—		421.6		425.1		425.1

CAPITAL EXPENDITURES
	Millions of Dollars
	2012					2013
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Capital Expenditures
Expansion capital expenditures	1.8	2.8	4.2	2.1	10.9	0.7	1.0	0.8	0.6	3.1
Maintenance capital expenditures	0.6	1.8	1.2	0.5	4.1	—	0.7	1.0	1.8	3.5
Total	2.4	4.6	5.4	2.6	15.0	0.7	1.7	1.8	2.4	6.6

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SELECTED OPERATING DATA
	2012					2013
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Pipeline, Terminal and Storage Volumes (MB/D)
Pipelines*
Crude oil throughput	191	208	270	297	242	301	296	249	244	272
Refined product throughput	279	296	285	253	278	177	252	300	315	262
Total	470	504	555	550	520	478	548	549	559	534
Terminals
Crude Oil
Storage volumes	147	172	219	233	193	218	211	195	207	208
Terminaling throughput	132	166	198	198	174	163	155	173	189	170
Refined Products
Terminaling throughput	245	270	245	248	252	168	235	264	267	234
Total	524	608	662	679	619	549	601	632	663	612
* Represents the sum of volumes transported through each separately tariffed pipeline segment.
Revenue Per Barrel ($/BBL)
Average pipeline revenue	0.26	0.26	0.28	0.28	0.27	0.26	0.30	0.34	0.33	0.31
Average terminaling and storage revenue	0.15	0.12	0.11	0.12	0.13	0.19	0.20	0.21	0.21	0.20
SELECTED BALANCE SHEET DATA
	Millions of Dollars
	2012					2013
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Cash and Cash Equivalents	—	—	—	—	—	—	—	421.6	425.1	425.1
Total Assets	135.9	140.4	144.3	144.9	144.9	144.6	145.0	578.6	584.2	584.2
Net Investment/Equity
Net investment	132.3	135.6	140.7	142.0	142.0	141.5	140.9	—	—	—
Equity held by public
Common units	**	**	**	**	**	**	**	407.5	409.1	409.1
Equity held by Phillips 66
Common units	**	**	**	**	**	**	**	47.3	48.6	48.6
Subordinated units	**	**	**	**	**	**	**	102.0	104.9	104.9
General partner units	**	**	**	**	**	**	**	11.3	11.5	11.5
Total Equity	**	**	**	**	**	**	**	568.1	574.1	574.1
** Information is not applicable for the pre-IPO periods.

Page 3

CASH DISTRIBUTIONS
	2012					2013
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Cash Distribution Per Unit (Dollars)*	**	**	**	**	**	**	**	0.1548	0.2248	0.3796
Cash Distributions ($ Millions)
Common units—public	**	**	**	**	**	**	**	2.9	4.3	7.2
Common units—Phillips 66	**	**	**	**	**	**	**	2.5	3.7	6.2
Subordinated units—Phillips 66	**	**	**	**	**	**	**	5.5	7.9	13.4
General partner units—Phillips 66	**	**	**	**	**	**	**	0.2	0.3	0.5
Total	**	**	**	**	**	**	**	11.1	16.2	27.3
Coverage Ratio	**	**	**	**	**	**	**	1.13	1.10	1.11

* Third-quarter 2013 minimum quarterly distribution is prorated for the post-IPO period.

** Information is not applicable for the pre-IPO periods.

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NON-GAAP FINANCIAL MEASURES RECONCILIATION
	Millions of Dollars
	2012							2013
	1st Qtr	2nd Qtr		3rd Qtr	4th Qtr		YTD	1st Qtr	2nd Qtr		3rd Qtr		4th Qtr		YTD
Reconciliation to Net Income
Net Income	8.1	9.5		11.9	11.6		41.1	10.7	15.7		17.3		17.0		60.7
Plus:
Depreciation	1.5	1.7		1.8	1.6		6.6	1.6	1.5		1.6		1.5		6.2
Net interest expense	—	—		—	—		—	—	—		—		0.1		0.1
Amortization of deferred rentals	—	—		—	—		—	—	—		0.1		0.1		0.2
Provision for income taxes	0.1	0.1		0.1	—		0.3	0.1	0.1		0.2		0.1		0.5
EBITDA	9.7	11.3		13.8	13.2		48.0	12.4	17.3		19.2		18.8		67.7
Less:
Predecessor EBITDA prior to IPO on July 26, 2013	9.7	11.3		13.8	13.2		48.0	12.4	17.3		6.0		—		35.7
EBITDA Subsequent to IPO	—	—		—	—		—	—	—		13.2		18.8		32.0
Plus:
Adjustments related to minimum volume commitments	**	**		**	**		**	**	**		0.1		(0.1	)	—
Phillips 66 prefunded projects	**	**		**	**		**	**	**		0.3		0.5		0.8
Other	**	**		**	**		**	**	**		—		0.4		0.4
Less:
Net interest paid	**	**		**	**		**	**	**		0.1		—		0.1
Income taxes paid	**	**		**	**		**	**	**		—		—		—
Maintenance capital expenditures	**	**		**	**		**	**	**		0.9		1.8		2.7
Distributable Cash Flow Subsequent to IPO	**	**		**	**		**	**	**		12.6		17.8		30.4
Reconciliation to Net Cash Provided by Operating Activities
Net cash provided by operating activities	8.6	10.8		12.2	12.9		44.5	11.9	18.0		13.6		16.8		60.3
Plus:
Net interest expense	—	—		—	—		—	—	—		—		0.1		0.1
Provision for income taxes	0.1	0.1		0.1	—		0.3	0.1	0.1		0.2		0.1		0.5
Changes in working capital	0.6	(0.3	)	0.9	(0.2	)	1.0	—	(0.8	)	5.7		1.7		6.6
Deferred rentals and other	0.4	0.7		0.6	0.5		2.2	0.4	—		(0.3	)	0.1		0.2
EBITDA	9.7	11.3		13.8	13.2		48.0	12.4	17.3		19.2		18.8		67.7
Less:
Predecessor EBITDA prior to IPO on July 26, 2013	9.7	11.3		13.8	13.2		48.0	12.4	17.3		6.0		—		35.7
EBITDA Subsequent to IPO	—	—		—	—		—	—	—		13.2		18.8		32.0
Plus:
Adjustments related to minimum volume commitments	**	**		**	**		**	**	**		0.1		(0.1	)	—
Phillips 66 prefunded projects	**	**		**	**		**	**	**		0.3		0.5		0.8
Other	**	**		**	**		**	**	**		—		0.4		0.4
Less:
Net interest paid	**	**		**	**		**	**	**		0.1		—		0.1
Income taxes paid	**	**		**	**		**	**	**		—		—		—
Maintenance capital expenditures	**	**		**	**		**	**	**		0.9		1.8		2.7
Distributable Cash Flow Subsequent to IPO	**	**		**	**		**	**	**		12.6		17.8		30.4

** Information is not applicable for the pre-IPO periods.

Page 5