EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to Registration Statement No. 333-190195 on Form
S-8 (the “Registration Statement”), filed by Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission (the “SEC”)
on July 26, 2013, pertaining to the registration of 2,500,000 common units representing limited partner interests of the Partnership (“Common Units”) under the Phillips 66 Partners LP 2013 Incentive Compensation Plan.
On October 26, 2021, Phillips 66, a Delaware corporation (“Parent”) and the indirect owner of Common Units representing
approximately 70.2% of the total Common Units and Series A preferred units representing limited partner interests in the Partnership, voting together as a single class on an as-converted basis and outstanding
prior to completion of the Merger (as defined herein), caused its indirect, wholly owned subsidiary Phillips 66 Project Development Inc., a Delaware corporation (“P66 PDI”), to deliver a written consent approving the adoption of that
certain Agreement and Plan of Merger, dated as of October 26, 2021 (the “Merger Agreement”), by and among Parent, the Partnership, Phillips 66 Partners GP LLC, a Delaware limited liability company and the general partner of the
Partnership, Phillips 66 Company, a Delaware corporation and wholly owned subsidiary of Parent (“P66 Company”), P66 PDI and Phoenix Merger Sub LLC, a Delaware limited liability company and jointly owned subsidiary of P66 Company and P66
PDI (“Merger Sub”), and the transactions contemplated by the Merger Agreement, including the Merger (as defined below), for and on behalf of the limited partners of the Partnership. At the Effective Time (as defined below) of the Merger,
pursuant to the terms of the Merger Agreement, each outstanding Common Unit, other than those held by Parent or any of its subsidiaries, was converted into the right to receive 0.500 of a share of Parent’s common stock, par value $0.01, and
Merger Sub merged with and into the Partnership (the “Merger”), with the Partnership continuing and surviving as an indirect, wholly owned subsidiary of Parent following the Merger.
The Merger was consummated on March 9, 2022 (the “Effective Time”), pursuant to the Certificate of Merger filed with the
Secretary of State of the State of Delaware. In connection with the completion of the Merger, the Partnership terminated all offerings of securities pursuant to the Registration Statement. In accordance with undertakings made by the Partnership in
the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Partnership hereby removes from
registration all of such securities of the Partnership registered but unsold under the Registration Statement as of the Effective Time.