Form 424B3 Phillips 66


If the portfolio interest exemption is not available with respect to interest on a note,
then such interest may be subject to such U.S. federal income and withholding tax at a rate of 30%. To claim an exemption from (or reduction in) withholding under the benefits of an applicable income tax treaty, you must provide a properly completed
IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.

Interest on a note that is effectively connected with the conduct of a trade or business in the United States by a holder of a note that is a
foreign corporation or a nonresident alien is not subject to withholding if such a holder provides a properly completed IRS Form W-8ECI. However, such a holder generally will be subject to U.S. income tax on
such interest on a net income basis at rates applicable to a United States person (as defined in the Code), and a holder who is a foreign corporation also may be subject to the 30% U.S. branch profits tax in respect of such interest, unless reduced
or eliminated by an applicable income tax treaty.

Sale, Redemption, Exchange, Retirement or other Taxable Disposition of the Notes

Subject to the discussion below regarding backup withholding, you generally will not be subject to U.S. federal income tax on any gain realized
on the sale, redemption, exchange, retirement or other taxable disposition of a note unless (i) the gain is effectively connected with your conduct of a trade or business in the United States (as described immediately below) or (ii) you
are an individual who is present in the United States for 183 days or more in the taxable year in which the sale, redemption, exchange, retirement or other taxable disposition occurs and certain other conditions are met, in which case you generally
will be subject to U.S. federal income tax on such gain at a flat rate of 30% (unless a lower applicable income tax treaty rate applies).

If you are engaged in a trade or business in the United States and gain on a note is effectively connected with the conduct of such trade or
business (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment maintained by you within the United States), you generally will be subject to U.S. federal income tax at regular graduated income
tax rates in the same manner as if you were a United States person (as defined in the Code), subject to any modification provided under an applicable income tax treaty. If you are a foreign corporation for U.S. federal income tax purposes, such gain
also may be subject to a U.S. branch profits tax at the rate of 30%, or lower applicable income tax treaty rate, of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or
business in the United States.

Non-U.S. holders described in the preceding paragraph are urged to
consult their own advisors regarding the U.S. tax consequences to them of a sale or other disposition of notes.

Information Reporting and Backup
Withholding

The interest on a note generally will be reported to the IRS on IRS Form 1042-S.
Generally, neither information reporting on IRS Form 1099 nor backup withholding will apply to principal or interest payments or to amounts received on the sale, redemption, exchange, retirement or other taxable disposition of a note if an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, is provided to us or other appropriate person and if, in the case of amounts received on
the sale, redemption, exchange, retirement or other taxable disposition of a note, certain other conditions are met. However, the exemption from backup withholding and information reporting requirements does not apply if the withholding agent or an
intermediary knows or has reason to know that such exemption is not available to you.

Foreign Account Tax Compliance

Withholding at a rate of 30% generally will be required in certain circumstances on payments of interest in respect of notes held by or through
certain foreign financial institutions (including investment funds) that do not qualify for an exemption from these rules, unless the institution either (i) enters into, and complies with, an agreement with the IRS to undertake certain
diligence and to report, on an annual basis, information with respect

 

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