Edgar Filing: Phillips 66

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended	March 31, 2018



		or



[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from		to



Commission file number:	001-35349

Phillips 66

(Exact name of registrant as specified in its charter)



Delaware		45-3779385
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2331 CityWest Blvd., Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

281-293-6600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]

Smaller reporting company [ ] 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The registrant had 465,836,946 shares of common stock, $0.01 par value, outstanding as of March 31, 2018.

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PHILLIPS 66

TABLE OF CONTENTS



	Page
Part I – Financial Information

Item 1. Financial Statements
Consolidated Statement of Income	1
Consolidated Statement of Comprehensive Income	2
Consolidated Balance Sheet	3
Consolidated Statement of Cash Flows	4
Consolidated Statement of Changes in Equity	5
Notes to Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3. Quantitative and Qualitative Disclosures About Market Risk	53

Item 4. Controls and Procedures	53

Part II – Other Information

Item 1. Legal Proceedings	54

Item 1A. Risk Factors	54

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	55

Item 6. Exhibits	56

Signatures	57

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS



Consolidated Statement of Income	Phillips 66



	Millions of Dollars
	Three Months Ended March 31
	2018			2017
Revenues and Other Income
Sales and other operating revenues*	$	23,595		22,894
Equity in earnings of affiliates	424			365
Net gain on dispositions	17			1
Other income	10			452
Total Revenues and Other Income	24,046			23,712

Costs and Expenses
Purchased crude oil and products	21,138			17,679
Operating expenses	1,246			1,270
Selling, general and administrative expenses	386			384
Depreciation and amortization	336			315
Impairments	—			2
Taxes other than income taxes*	110			3,156
Accretion on discounted liabilities	6			5
Interest and debt expense	123			105
Foreign currency transaction gains	(16		)	(1		)
Total Costs and Expenses	23,329			22,915
Income before income taxes	717			797
Income tax expense	132			234
Net Income	585			563
Less: net income attributable to noncontrolling interests	61			28
Net Income Attributable to Phillips 66	$	524		535

Net Income Attributable to Phillips 66 Per Share of Common Stock (dollars)
Basic	$	1.07		1.02
Diluted	1.07			1.02

Dividends Paid Per Share of Common Stock (dollars)	$	0.70		0.63

Weighted-Average Common Shares Outstanding (thousands)
Basic	487,065			521,647
Diluted	489,668			524,520
* Includes excise taxes on sales of petroleum products for periods prior to the adoption of Accounting Standards Update No. 2014-09 on January 1, 2018:				$	3,036
See Notes to Consolidated Financial Statements.

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Consolidated Statement of Comprehensive Income	Phillips 66



	Millions of Dollars
	Three Months Ended March 31
	2018			2017

Net Income	$	585		563
Other comprehensive income
Defined benefit plans
Amortization to net income of net actuarial loss and settlements	22			23
Plans sponsored by equity affiliates	6			3
Income taxes on defined benefit plans	(7		)	(9	)
Defined benefit plans, net of tax	21			17
Foreign currency translation adjustments	91			26
Income taxes on foreign currency translation adjustments	(3		)	(2	)
Foreign currency translation adjustments, net of tax	88			24
Cash flow hedges	6			3
Income taxes on hedging activities	(2		)	(1	)
Hedging activities, net of tax	4			2
Other Comprehensive Income, Net of Tax	113			43
Comprehensive Income	698			606
Less: comprehensive income attributable to noncontrolling interests	61			28
Comprehensive Income Attributable to Phillips 66	$	637		578

See Notes to Consolidated Financial Statements.

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Consolidated Balance Sheet	Phillips 66



	Millions of Dollars
	March 31 2018			December 31 2017
Assets
Cash and cash equivalents	$	842		3,119
Accounts and notes receivable (net of allowances of $24 million in 2018 and $29 million in 2017)	5,399			6,424
Accounts and notes receivable—related parties	725			1,082
Inventories	4,743			3,395
Prepaid expenses and other current assets	416			370
Total Current Assets	12,125			14,390
Investments and long-term receivables	13,934			13,941
Net properties, plants and equipment	21,500			21,460
Goodwill	3,270			3,270
Intangibles	871			876
Other assets	432			434
Total Assets	$	52,132		54,371

Liabilities
Accounts payable	$	6,736		7,242
Accounts payable—related parties	674			785
Short-term debt	42			41
Accrued income and other taxes	1,008			1,002
Employee benefit obligations	341			582
Other accruals	435			455
Total Current Liabilities	9,236			10,107
Long-term debt	11,579			10,069
Asset retirement obligations and accrued environmental costs	644			641
Deferred income taxes	5,119			5,008
Employee benefit obligations	879			884
Other liabilities and deferred credits	375			234
Total Liabilities	27,832			26,943

Equity
Common stock (2,500,000,000 shares authorized at $0.01 par value) Issued (2018—644,726,936 shares; 2017—643,835,464 shares)
Par value	6			6
Capital in excess of par	19,775			19,768
Treasury stock (at cost: 2018—178,889,990 shares; 2017—141,565,145 shares)	(13,891		)	(10,378	)
Retained earnings	16,537			16,306
Accumulated other comprehensive loss	(504		)	(617	)
Total Stockholders’ Equity	21,923			25,085
Noncontrolling interests	2,377			2,343
Total Equity	24,300			27,428
Total Liabilities and Equity	$	52,132		54,371

See Notes to Consolidated Financial Statements.

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Consolidated Statement of Cash Flows	Phillips 66



	Millions of Dollars
	Three Months Ended March 31
	2018			2017
Cash Flows From Operating Activities
Net income	$	585		563
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	336			315
Impairments	—			2
Accretion on discounted liabilities	6			5
Deferred income taxes	101			493
Undistributed equity earnings	119			(212	)
Net gain on dispositions	(17		)	(1	)
Gain on consolidation of business	—			(423	)
Other	173			6
Working capital adjustments
Decrease (increase) in accounts and notes receivable	1,366			621
Decrease (increase) in inventories	(1,330		)	(1,222	)
Decrease (increase) in prepaid expenses and other current assets	(51		)	(91	)
Increase (decrease) in accounts payable	(552		)	(496	)
Increase (decrease) in taxes and other accruals	(248		)	(109	)
Net Cash Provided by (Used in) Operating Activities	488			(549	)

Cash Flows From Investing Activities
Capital expenditures and investments	(328		)	(470	)
Proceeds from asset dispositions*	17			9
Collection of advances/loans—related parties	—			325
Restricted cash received from consolidation of business	—			318
Other	(46		)	(24	)
Net Cash Provided by (Used in) Investing Activities	(357		)	158

Cash Flows From Financing Activities
Issuance of debt	1,509			712
Repayment of debt	(7		)	(773	)
Issuance of common stock	10			4
Repurchase of common stock	(3,513		)	(285	)
Dividends paid on common stock	(327		)	(326	)
Distributions to noncontrolling interests	(45		)	(24	)
Net proceeds from issuance of Phillips 66 Partners LP common units	9			40
Other	(45		)	(34	)
Net Cash Used in Financing Activities	(2,409		)	(686	)

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	1			2

Net Change in Cash, Cash Equivalents and Restricted Cash	(2,277		)	(1,075	)
Cash, cash equivalents and restricted cash at beginning of period	3,119			2,711
Cash, Cash Equivalents and Restricted Cash at End of Period	$	842		1,636

* Includes return of investments in equity affiliates.

See Notes to Consolidated Financial Statements.

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Consolidated Statement of Changes in Equity	Phillips 66



	Millions of Dollars
	Attributable to Phillips 66
	Common Stock
	Par Value		Capital in Excess of Par		Treasury Stock		Retained Earnings		Accum. Other Comprehensive Loss		Noncontrolling Interests		Total

December 31, 2016	$	6	19,559		(8,788	)	12,608		(995	)	1,335		23,725
Net income	—		—		—		535		—		28		563
Other comprehensive income	—		—		—		—		43		—		43
Dividends paid on common stock	—		—		—		(326	)	—		—		(326	)
Repurchase of common stock	—		—		(285	)	—		—		—		(285	)
Benefit plan activity	—		(1	)	—		(3	)	—		—		(4	)
Issuance of Phillips 66 Partners LP common units	—		11		—		—		—		22		33
Distributions to noncontrolling interests	—		—		—		—		—		(24	)	(24	)
March 31, 2017	$	6	19,569		(9,073	)	12,814		(952	)	1,361		23,725

December 31, 2017	$	6	19,768		(10,378	)	16,306		(617	)	2,343		27,428
Cumulative effect of accounting changes	—		—		—		36		—		13		49
Net income	—		—		—		524		—		61		585
Other comprehensive income	—		—		—		—		113		—		113
Dividends paid on common stock	—		—		—		(327	)	—		—		(327	)
Repurchase of common stock	—		—		(3,513	)	—		—		—		(3,513	)
Benefit plan activity	—		4		—		(2	)	—		—		2
Issuance of Phillips 66 Partners LP common units	—		3		—		—		—		5		8
Distributions to noncontrolling interests	—		—		—		—		—		(45	)	(45	)
March 31, 2018	$	6	19,775		(13,891	)	16,537		(504	)	2,377		24,300



	Shares in Thousands
	Common Stock Issued	Treasury Stock
December 31, 2016	641,594	122,827
Repurchase of common stock	—	3,535
Shares issued—share-based compensation	866	—
March 31, 2017	642,460	126,362

December 31, 2017	643,835	141,565
Repurchase of common stock	—	37,325
Shares issued—share-based compensation	892	—
March 31, 2018	644,727	178,890

See Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements	Phillips 66

Note 1—Interim Financial Information

The interim financial information presented in the financial statements included in this report is unaudited and includes all known accruals and adjustments necessary, in the opinion of management, for a fair presentation of the consolidated financial position of Phillips 66 and its results of operations and cash flows for the periods presented. Unless otherwise specified, all such adjustments are of a normal and recurring nature. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our 2017 Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2018, are not necessarily indicative of the results to be expected for the full year. Certain prior period financial information has been recast to reflect the current year’s presentation.

Note 2—Changes in Accounting Principles

Effective January 1, 2018, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2017-05, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20),” which clarifies the scope and accounting for the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales. This ASU eliminated the use of carryover basis for most nonmonetary exchanges, including contributions of assets to equity-method joint ventures, and could result in the entity recognizing a gain or loss on the sale or transfer of nonfinancial assets. At the time of adoption, there was no impact on our consolidated financial statements from adopting this ASU.

Effective January 1, 2018, we adopted ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The amendment provides a screen for determining when a transaction involves an acquisition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or a group of similar identifiable assets, then the screen is met and the transaction is not considered an acquisition of a business. If the screen is not met, the amendment requires that to be considered a business, the operation must include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The guidance may reduce the number of transactions accounted for as business acquisitions. At the time of adoption, there was no impact on our consolidated financial statements from adopting this ASU.

Effective January 1, 2018, we adopted ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Asset Transfers of Assets Other Than Inventory.” This ASU requires the income tax consequences of an intra-entity transfer of an asset, other than inventory, to be recognized when the transfer occurs. At the time of adoption, this ASU did not have a material impact on our consolidated financial statements.

Effective January 1, 2018, we adopted ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The majority of this ASU’s provisions amend only the presentation or disclosures of financial instruments; however, one provision could also affect net income. Equity investments carried under the cost method or the lower of cost or fair value method of accounting, in accordance with previous generally accepted accounting principles in the United States (GAAP), will have to be carried at fair value with changes in fair value recorded in net income. For equity investments that do not have readily determinable fair values, a company may elect to carry such investments at cost less impairments, if any, adjusted up or down for price changes in similar financial instruments issued by the investee, when and if observed. At the time of adoption, this ASU did not have a material impact on our consolidated financial statements.

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Effective January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” Under the new revenue recognition guidance, recognition of revenue involves a multiple step approach including identifying the contract, identifying the separate performance obligations, determining the transaction price, allocating the price to the performance obligations and recognizing the revenue as the obligations are satisfied. Additional disclosures are required to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We, and all but one of our Midstream segment equity-method investees, adopted ASU No. 2014-09 on January 1, 2018, using the modified retrospective transition method. We do not expect the remaining equity-method investee’s adoption of this ASU in 2019 to have a material impact on our consolidated financial statements.

On January 1, 2018, under the modified retrospective transition method applied to all contracts, we recorded noncash cumulative effect adjustments of $35 million to retaining earnings, net of $10 million of income taxes, and $13 million to noncontrolling interests. These adjustments primarily reflected amounts recorded by our equity-method investees. In addition, prospectively from January 1, 2018, our presentation of excise taxes on sales of petroleum products changed to a net basis from a gross basis. As a result, the “Sales and other operating revenues” and “Taxes other than income taxes” lines on our consolidated statement of income for the three months ended March 31, 2018, are not presented on a comparable basis to the three months ended March 31, 2017. See Note 3—Sales and Other Operating Revenues, for more information on our presentation of excise taxes on sales of petroleum products.

Note 3—Sales and Other Operating Revenues

Our revenues are primarily associated with sales of crude oil, natural gas liquids (NGL), refined petroleum and chemical products, and other items. Each gallon, or other unit of measure of product, is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. The transaction prices of our contracts with customers are either fixed or variable, with variable pricing based upon various market indices. For our contracts that include variable consideration, we utilize the variable consideration allocation exception, whereby the variable consideration is only allocated to the performance obligations that are satisfied during the period. The related revenue is recognized at a point in time when control passes to the customer, which is when title and the risk of ownership passes to the customer and physical delivery of goods occurs, either immediately or within a fixed delivery schedule that is reasonable and customary in the industry.

Effective for reporting periods ending after our adoption of ASU No. 2014-09 on January 1, 2018, excise taxes on sales of petroleum products charged to our customers are presented net of taxes on sales of petroleum products owed to governmental authorities in the “Taxes other than income taxes” line on our consolidated statement of income. For reporting periods ending prior to January 1, 2018, excise taxes on sales of petroleum products charged to our customers are presented in the “Sales and other operating revenues” line on our consolidated statement of income, and excise taxes on sales of petroleum products owed to governmental authorities are presented in the “Taxes other than income taxes” line on our consolidated statement of income. See Note 2—Changes in Accounting Principles, for more information regarding our adoption of this ASU.

Revenues associated with pipeline transportation services are recognized at a point in time when the volumes are delivered based on contractual rates. Revenues associated with terminaling and storage services are recognized over time as the services are performed based on contractual rates related to throughput volumes or capacity arrangements.

Our products and services are billed and payments are received typically on a monthly basis, which may vary based upon the product or service offered.

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The following tables present our sales and other operating revenues disaggregated by product line and services and geographic location:



	Millions of Dollars
	Three Months Ended March 31, 2018
Product Line and Services
Refined products	$	18,780
Crude oil resales	3,188
NGL	1,421
Services and other	206
Consolidated sales and other operating revenues by product line and services*	$	23,595

Geographic Location
United States	$	18,511
United Kingdom	2,249
Germany	931
Other foreign countries	1,904
Consolidated sales and other operating revenues by geographic location*	$	23,595

* Includes $35 million related to lease income and $8 million related to net gains on commodity derivatives, which do not represent revenue recognized from contracts with customers.

At March 31, 2018, and January 1, 2018, receivables from contracts with customers were $4.7 billion and $6.2 billion, respectively.

Our contract assets include payments we make to our marketing customers related to incentive programs. These payments are initially recognized as an asset and subsequently amortized as a reduction to revenue upon the sale of our products. At March 31, 2018, and January 1, 2018, our asset balance related to such payments was $212 million and $208 million, respectively. Amortization recognized during the three months ended March 31, 2018, was $9 million. Contract liabilities were not material at March 31, 2018, and January 1, 2018.

At March 31, 2018, we had $412 million of remaining performance obligations related to minimum volume commitments on certain Midstream assets with fixed pricing. We excluded contracts with expected durations of one year or less and those contracts with variable prices that were allocated entirely to an unsatisfied performance obligation. We expect to recognize $65 million over the remainder of 2018, $80 million in 2019, $52 million in 2020, $52 million in 2021, and the remaining balance thereafter.

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Note 4—Inventories

Inventories consisted of the following:



	Millions of Dollars
	March 31 2018		December 31 2017

Crude oil and petroleum products	$	4,451	3,106
Materials and supplies	292		289
	$	4,743	3,395

Inventories valued on the last-in, first-out (LIFO) basis totaled $4,329 million and $2,980 million at March 31, 2018, and December 31, 2017, respectively. The estimated excess of current replacement cost over LIFO cost of inventories amounted to approximately $4.6 billion and $4.3 billion at March 31, 2018, and December 31, 2017, respectively.

Note 5—Business Combinations

Merey Sweeny, L.P. (MSLP) is a limited partnership that owns a delayed coker and related facilities at the Sweeny Refinery. In February 2017, we began accounting for MSLP as a consolidated subsidiary because the exercise of a call right triggered by certain defaults by the co-venturer, Petróleos de Venezuela S.A. (PDVSA), with respect to supply of crude oil to the Sweeny Refinery ceased to be subject to legal challenge. The purchase price for PDVSA’s 50 percent ownership interest was determined by a contractual formula. As the distributions PDVSA received from MSLP exceeded the amounts it contributed to MSLP, the contractual formula required no cash consideration for the acquisition.

Based on a third-party appraisal of the fair value of MSLP’s net assets, utilizing discounted cash flows and replacement costs, the acquisition of PDVSA’s 50 percent interest resulted in our recording a pre-tax gain of $423 million in the first quarter of 2017. This gain was included in the “Other income” line on our consolidated statement of income. The fair value of our original equity interest in MSLP immediately prior to the deemed acquisition was $145 million. As a result of the transaction, we recorded $318 million of restricted cash, $250 million of properties, plants and equipment (PP&E) and $238 million of debt, as well as a net $93 million for the elimination of our equity investment in MSLP and net intercompany payables. Our acquisition accounting was finalized in the first quarter of 2017.

The results of MSLP were included in our Refining segment until October 2017, when we contributed our 100 percent interest in MSLP to Phillips 66 Partners LP (Phillips 66 Partners), which is included in our Midstream segment.

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Note 6—Investments, Loans and Long-Term Receivables

Equity Investments

Summarized 100 percent financial information for Chevron Phillips Chemical Company LLC (CPChem) was as follows:



	Millions of Dollars
	Three Months Ended March 31
	2018		2017

Revenues and other income	$	2,748	2,539
Income before income taxes	600		521
Net income	585		503

Related Party Loans and Advances

In the first quarter of 2017, we received payment of the $250 million outstanding sponsor loans to the Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC joint ventures. We also received payment of the $75 million outstanding principal balance of the partner loan we made to WRB Refining LP (WRB) in 2016. These cash inflows, totaling $325 million, are included in the “Collection of advances/loans—related parties” line on our consolidated statement of cash flows.

Note 7—Properties, Plants and Equipment

Our gross investment in PP&E and the associated accumulated depreciation and amortization (Accum. D&A) balances were as follows:



	Millions of Dollars
	March 31, 2018				December 31, 2017
	Gross PP&E		Accum. D&A	Net PP&E	Gross PP&E	Accum. D&A	Net PP&E

Midstream	$	8,950	1,922	7,028	8,849	1,853	6,996
Chemicals	—		—	—	—	—	—
Refining	22,391		9,208	13,183	22,144	8,987	13,157
Marketing and Specialties	1,689		932	757	1,658	909	749
Corporate and Other	1,095		563	532	1,091	533	558
	$	34,125	12,625	21,500	33,742	12,282	21,460

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Note 8—Earnings Per Share

The numerator of basic earnings per share (EPS) is net income attributable to Phillips 66, reduced by noncancelable dividends paid on unvested share-based employee awards during the vesting period (participating securities). The denominator of basic EPS is the sum of the daily weighted-average number of common shares outstanding during the periods presented and fully vested stock and unit awards that have not yet been issued as common stock. The numerator of diluted EPS is also based on net income attributable to Phillips 66, which is reduced only by dividend equivalents paid on participating securities for which the dividends are more dilutive than the participation of the awards in the earnings of the periods presented. To the extent unvested stock, unit or option awards and vested unexercised stock options are dilutive, they are included with the weighted-average common shares outstanding in the denominator. Treasury stock is excluded from the denominator in both basic and diluted EPS.



	Three Months Ended March 31
	2018					2017
	Basic			Diluted		Basic		Diluted
Amounts attributed to Phillips 66 Common Stockholders (millions):
Net income attributable to Phillips 66	$	524		524		535		535
Income allocated to participating securities	(2		)	(1	)	(1	)	(1	)
Net income available to common stockholders	$	522		523		534		534

Weighted-average common shares outstanding (thousands):	483,585			487,065		517,603		521,647
Effect of share-based compensation	3,480			2,603		4,044		2,873
Weighted-average common shares outstanding—EPS	487,065			489,668		521,647		524,520

Earnings Per Share of Common Stock (dollars)	$	1.07		1.07		1.02		1.02

Note 9—Debt

On March 1, 2018, Phillips 66 closed on a public offering of $1,500 million aggregate principal amount of unsecured notes consisting of:


•	$500 million of floating-rate Senior Notes due 2021. Interest on these notes is equal to the three-month London Interbank Offered Rate (LIBOR) plus 0.60% per annum and is payable quarterly in arrears on February 26, May 26, August 26 and November 26, beginning on May 29, 2018.


•	$800 million of 3.900% Senior Notes due 2028. Interest on these notes is payable semiannually on March 15 and September 15 of each year, beginning on September 15, 2018.


•	An additional $200 million of our 4.875% Senior Notes due 2044. Interest on these notes is payable semiannually on May 15 and November 15 of each year, beginning on May 15, 2018.

These notes are guaranteed by Phillips 66 Company, a wholly owned subsidiary. Phillips 66 used the net proceeds from the issuance of these notes and cash on hand to repay commercial paper borrowings during the three months ended March 31, 2018, and for general corporate purposes. The commercial paper borrowings during the three months ended March 31, 2018, were primarily used to repurchase shares of our common stock, see Note 16—Treasury Stock for additional information.

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Note 10—Guarantees

At March 31, 2018, we were liable for certain contingent obligations under various contractual arrangements as described below. We recognize a liability for the fair value of our obligation as a guarantor for newly issued or modified guarantees. Unless the carrying amount of the liability is noted below, we have not recognized a liability either because the guarantees were issued prior to December 31, 2002, or because the fair value of the obligation is immaterial. In addition, unless otherwise stated, we are not currently performing with any significance under the guarantee and expect future performance to be either immaterial or have only a remote chance of occurrence.

Guarantees of Joint-Venture Debt

In December 2016, as part of the restructuring within DCP Midstream, LLC (DCP Midstream), we issued a guarantee, effective January 1, 2017, to support the debt DCP Midstream issued in the first quarter of 2017. At March 31, 2018, the maximum potential amount of future payments to third parties under the guarantee is estimated to be $145 million. Payment would be required if DCP Midstream defaults on this debt obligation, which matures in 2019.

At March 31, 2018, we had other guarantees outstanding for our portion of certain joint venture debt obligations,

which have remaining terms of up to seven years. The maximum potential amount of future payments to third parties under these guarantees was approximately $132 million. Payment would be required if a joint venture defaults on its debt obligations.

Other Guarantees

Under the operating lease agreement on our headquarters facility in Houston, Texas, we have a residual value guarantee with a maximum future exposure of $554 million. The operating lease has a remaining term of three years and provides us the option, at the end of the lease term, to request to renew the lease, purchase the facility or assist the lessor in marketing it for resale.

We also have residual value guarantees associated with railcar and airplane leases with maximum future exposures totaling $298 million, which have remaining terms of up to five years. For one of our railcar leases, we estimated a total residual value deficiency of $56 million based on third-party appraisals of the railcars’ expected fair value at the end of their lease term in May 2019. The total residual value deficiency is our estimate of the amount we will owe to the lessor at the end of the lease term and is recognized as expense over the remaining lease term. During the three months ended March 31, 2018, we recognized $6 million of expense related to the residual value deficiency. At March 31, 2018, the remaining unrecognized residual value deficiency was $30 million.

Indemnifications

Over the years, we have entered into various agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to indemnification. Agreements associated with these sales include indemnifications for taxes, litigation, environmental liabilities, permits and licenses and employee claims, as well as real estate indemnity against tenant defaults. The provisions of these indemnifications vary greatly. The majority of these indemnifications are related to environmental issues, which generally have indefinite terms and potentially unlimited exposure. The carrying amount recorded for indemnifications at March 31, 2018, was $184 million.

We amortize the indemnification liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of indemnity. In cases where the indemnification term is indefinite, we will reverse the liability when we have information to support that the liability was essentially relieved or amortize the liability over an appropriate time period as the fair value of our indemnification exposure declines. Although it is reasonably possible future payments may exceed amounts recorded, due to the nature of the indemnifications, it is not possible to make a reasonable estimate of the maximum potential amount of future payments. Included in the recorded carrying amount were $104 million of environmental accruals for known contamination that were primarily included in the “Asset retirement obligations and accrued environmental costs” line on our consolidated balance sheet at March 31, 2018. For additional information about environmental liabilities, see Note 11—Contingencies and Commitments.

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Indemnification and Release Agreement

In 2012, in connection with our separation from ConocoPhillips (the Separation), we entered into the Indemnification and Release Agreement. This agreement governs the treatment between ConocoPhillips and us of matters relating to indemnification, insurance, litigation responsibility and management, and litigation document sharing and cooperation arising in connection with the Separation. Generally, the agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of ConocoPhillips’ business with ConocoPhillips. The agreement also establishes procedures for handling claims subject to indemnification and related matters.

Note 11—Contingencies and Commitments

A number of lawsuits involving a variety of claims that arose in the ordinary course of business have been filed against us or are subject to indemnifications provided by us. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various active and inactive sites. We regularly assess the need for financial recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.

Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other potentially responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes.

Environmental

We are subject to international, federal, state and local environmental laws and regulations. When we prepare our consolidated financial statements, we record accruals for environmental liabilities based on management’s best estimates, using all information available at the time. We measure estimates and base contingent liabilities on currently available facts, existing technology and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring contingent environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience, and data released by the U.S. Environmental Protection Agency (EPA) or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable.

Although liability for environmental remediation costs is generally joint and several for federal sites and frequently so for state sites, we are usually only one of many companies alleged to have liability at a particular site. Due to such joint and several liabilities, we could be responsible for all cleanup costs related to any site at which we have been designated as a potentially responsible party. We have been successful to date in sharing cleanup costs with other financially sound companies. Many of the sites at which we are potentially responsible are still under investigation by the EPA or the state agencies concerned. Prior to actual cleanup, those potentially responsible normally assess the site conditions, apportion responsibility and determine the appropriate remediation. In some instances, we may have no liability or may attain a settlement of liability. Where it appears that other potentially responsible parties may be financially unable to bear their proportional share, we consider this inability in estimating our potential liability, and we adjust our accruals accordingly. As a result of various acquisitions in the past, we assumed certain environmental obligations. Some of these environmental obligations are mitigated by indemnifications made by others for our benefit, although some of the indemnifications are subject to dollar and time limits.

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We are currently participating in environmental assessments and cleanups at numerous federal Superfund and comparable state sites. After an assessment of environmental exposures for cleanup and other costs, we make accruals on an undiscounted basis (except those pertaining to sites acquired in a business combination, which we record on a discounted basis) for planned investigation and remediation activities for sites where it is probable future costs will be incurred and these costs can be reasonably estimated. At March 31, 2018, our total environmental accrual was $456 million, compared with $458 million at December 31, 2017. We expect to incur a substantial amount of these expenditures within the next 30 years. We have not reduced these accruals for possible insurance recoveries. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.

Legal Proceedings

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. Our process facilitates the early evaluation and quantification of potential exposures in individual cases and enables the tracking of those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, is required.

Other Contingencies

We have contingent liabilities resulting from throughput agreements with pipeline and processing companies not associated with financing arrangements. Under these agreements, we may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized.

At March 31, 2018, we had performance obligations secured by letters of credit and bank guarantees of $739 million related to various purchase and other commitments incident to the ordinary conduct of business.

Note 12—Derivatives and Financial Instruments

Derivative Instruments

We use financial and commodity-based derivative contracts to manage exposures to fluctuations in commodity prices, interest rates and foreign currency exchange rates, or to capture market opportunities. Because we do not apply hedge accounting for commodity derivative contracts, all realized and unrealized gains and losses from commodity derivative contracts are recognized in our consolidated statement of income. Gains and losses from derivative contracts held for trading not directly related to our physical business are reported net in the “Other income” line on our consolidated statement of income. Cash flows from all our derivative activity for the periods presented appear in the operating section on our consolidated statement of cash flows.

Purchase and sales contracts with firm minimum notional volumes for commodities that are readily convertible to cash are recorded on our consolidated balance sheet as derivatives unless the contracts are eligible for, and we elect, the normal purchases and normal sales exception, whereby the contracts are recorded on an accrual basis. We generally apply the normal purchases and normal sales exception to eligible crude oil, refined products, NGL, natural gas and power commodity contracts to purchase or sell quantities we expect to use or sell in the normal course of business. All other derivative instruments are recorded at fair value on our consolidated balance sheet. For further information on the fair value of derivatives, see Note 13—Fair Value Measurements.

Commodity Derivative Contracts—We sell into or receive supply from the worldwide crude oil, refined products, NGL, natural gas and electric power markets, exposing our revenues, purchases, cost of operating activities and cash flows to fluctuations in the prices for these commodities. Generally, our policy is to remain exposed to the market prices of commodities; however, we use futures, forwards, swaps and options in various markets to balance physical systems, meet customer needs, manage price exposures on specific transactions, and do a limited, immaterial amount of trading not directly related to our physical business, all of which may reduce our exposure to fluctuations in market prices. We also use the market knowledge gained from these activities to capture market opportunities such as moving physical commodities to more profitable locations, storing commodities to capture seasonal or time premiums, and blending commodities to capture quality upgrades.

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The following table indicates the consolidated balance sheet line items that include the fair values of commodity derivative assets and liabilities. The balances in the following table are presented on a gross basis, before the effects of counterparty and collateral netting. However, we have elected to present our commodity derivative assets and liabilities with the same counterparty on a net basis on our consolidated balance sheet when the right of setoff exists.



	Millions of Dollars
	March 31, 2018								December 31, 2017
	Commodity Derivatives				Effect of Collateral Netting		Net Carrying Value Presented on the Balance Sheet		Commodity Derivatives			Effect of Collateral Netting	Net Carrying Value Presented on the Balance Sheet
	Assets		Liabilities		Effect of Collateral Netting		Net Carrying Value Presented on the Balance Sheet		Assets	Liabilities		Effect of Collateral Netting	Net Carrying Value Presented on the Balance Sheet

Assets
Prepaid expenses and other current assets	$	44	(11	)	(5	)	28		43	(19	)	—	24
Other assets	8		(5	)	—		3		7	(3	)	—	4
Liabilities
Other accruals	751		(875	)	103		(21	)	699	(746	)	21	(26	)
Other liabilities and deferred credits	—		—		—		—		—	(1	)	—	(1	)
Total	$	803	(891	)	98		10		749	(769	)	21	1

At March 31, 2018, and December 31, 2017, there was no material cash collateral received or paid that was not offset on our consolidated balance sheet.

The realized and unrealized gains (losses) incurred from commodity derivatives, and the line items where they appear on our consolidated statement of income, were:



	Millions of Dollars
	Three Months Ended March 31
	2018			2017

Sales and other operating revenues	$	8		68
Other income	(5		)	9
Purchased crude oil and products	(32		)	45
Net gain (loss) from commodity derivative activity	$	(29	)	122

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The following table summarizes our material net exposures resulting from outstanding commodity derivative contracts. These financial and physical derivative contracts are primarily used to manage price exposure on our underlying operations. The underlying exposures may be from non-derivative positions such as inventory volumes. Financial derivative contracts may also offset physical derivative contracts, such as forward sales contracts. The percentage of our derivative contract volumes expiring within the next 12 months was at least 98 percent at March 31, 2018, and December 31, 2017.



	Open Position Long / (Short)
	March 31 2018		December 31 2017
Commodity
Crude oil, refined products and NGL (millions of barrels)	(31	)	(11	)

Interest Rate Derivative Contracts—In 2016, we entered into interest rate swaps to hedge the variability of anticipated lease payments on our new headquarters. These monthly lease payments will vary based on monthly changes in the one-month LIBOR and changes, if any, in our credit rating over the five-year term of the lease. The pay-fixed, receive-floating interest rate swaps have an aggregate notional value of $650 million and end in April 2021. We have designated these swaps as cash-flow hedges.

The aggregate net fair value of these swaps, which is included in the “Prepaid expenses and other current assets” and “Other assets” lines on our consolidated balance sheet, totaled $20 million and $14 million at March 31, 2018, and December 31, 2017, respectively.

We report the mark-to-market gain or loss on our interest rate swaps designated as highly effective cash-flow hedges as a component of other comprehensive income (loss), and reclassify such gains and losses into earnings in the same period during which the hedged forecasted transaction affects earnings. Net realized gains and losses from settlements of the swaps were immaterial for the three months ended March 31, 2018 and 2017.

We currently estimate that pre-tax gains of $5 million will be reclassified from accumulated other comprehensive loss into general and administrative expenses during the next twelve months as the hedged transactions settle; however, the actual amounts that will be reclassified will vary based on changes in interest rates.

Credit Risk

Financial instruments potentially exposed to concentrations of credit risk consist primarily of over-the-counter (OTC) derivative contracts and trade receivables.

The credit risk from our OTC derivative contracts, such as forwards and swaps, derives from the counterparty to the transaction. Individual counterparty exposure is managed within predetermined credit limits and includes the use of cash-call margins when appropriate, thereby reducing the risk of significant nonperformance. We also use futures, swaps and option contracts that have a negligible credit risk because these trades are cleared with an exchange clearinghouse and subject to mandatory margin requirements until settled. However, we are exposed to the credit risk of those exchange brokers for receivables arising from daily margin cash calls, as well as for cash deposited to meet initial margin requirements.

Our trade receivables result primarily from the sale of products from, or related to, our refinery operations and reflect a broad national and international customer base, which limits our exposure to concentrations of credit risk. The majority of these receivables have payment terms of 30 days or less. We continually monitor this exposure and the creditworthiness of the counterparties and recognize bad debt expense based on historical write-off experience or specific counterparty collectability. Generally, we do not require collateral to limit the exposure to loss; however, we will sometimes use letters of credit, prepayments or master netting arrangements to mitigate credit risk with counterparties that both buy from and sell to us, as these agreements permit the amounts owed by us or owed to others to be offset against amounts due to us.

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Certain of our derivative instruments contain provisions that require us to post collateral if the derivative exposure exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts with variable threshold amounts that are contingent on our credit rating. The variable threshold amounts typically decline for lower credit ratings, while both the variable and fixed threshold amounts typically revert to zero if our credit ratings fall below investment grade. Cash is the primary collateral in all contracts; however, many contracts also permit us to post letters of credit as collateral.

The aggregate fair values of all derivative instruments with such credit-risk-related contingent features that were in a liability position were immaterial at March 31, 2018, and December 31, 2017.

Note 13—Fair Value Measurements

Recurring Fair Value Measurements

We carry certain assets and liabilities at fair value, which we measure at the reporting date using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability), and disclose the quality of these fair values based on the valuation inputs used in these measurements under the following hierarchy:


•	Level 1: Fair value measured with unadjusted quoted prices from an active market for identical assets or liabilities.


•	Level 2: Fair value measured either with: (1) adjusted quoted prices from an active market for similar assets or liabilities; or (2) other valuation inputs that are directly or indirectly observable.


•	Level 3: Fair value measured with unobservable inputs that are significant to the measurement.

We classify the fair value of an asset or liability based on the significance of its observable or unobservable inputs to the measurement. However, the fair value of an asset or liability initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement or corroborating market data becomes available. Conversely, an asset or liability initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. For the three months ended March 31, 2018, derivative assets with an aggregate value of $70 million and derivative liabilities with an aggregate value of $72 million were transferred to Level 1 from Level 2, as measured from the beginning of the reporting period. The measurements were reclassified within the fair value hierarchy due to the availability of unadjusted quoted prices from an active market.

We used the following methods and assumptions to estimate the fair value of financial instruments:


•	Cash and cash equivalents—The carrying amount reported on our consolidated balance sheet approximates fair value.


•	Accounts and notes receivable—The carrying amount reported on our consolidated balance sheet approximates fair value.

•

Derivative instruments—We fair value our exchange-traded contracts based on quoted market prices obtained from the New York Mercantile Exchange, the Intercontinental Exchange or other exchanges, and classify them as Level 1 in the fair value hierarchy. When exchange-cleared contracts lack sufficient liquidity or are valued using either adjusted exchange-provided prices or non-exchange quotes, we classify those contracts as Level 2.

OTC financial swaps and physical commodity forward purchase and sales contracts are generally valued using forward quotes provided by brokers and price index developers, such as Platts and Oil Price Information Service. We corroborate these quotes with market data and classify the resulting fair values as Level 2. When forward market prices are not available, we estimate fair value using the forward price of a similar commodity, adjusted for the difference in quality or location. In certain less liquid markets or for longer-term contracts, forward prices are not as readily available. In these circumstances, OTC swaps and physical commodity purchase and sales contracts are valued using internally developed methodologies that consider historical relationships among various commodities that result in management’s best estimate of fair value. We classify these contracts as Level 3. Financial OTC and physical commodity options are valued using industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and contractual prices for the underlying instruments, as well as other relevant economic measures. The degree to

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which these inputs are observable in the forward markets determines whether the options are classified as Level 2 or 3. We use a mid-market pricing convention (the mid-point between bid and ask prices). When appropriate, valuations are adjusted to reflect credit considerations, generally based on available market evidence.

We determine the fair value of our interest rate swaps based on observed market valuations for interest rate swaps that have notionals, terms and pay and reset frequencies similar to ours.


•	Rabbi trust assets—These deferred compensation investments are measured at fair value using unadjusted quoted prices available from national securities exchanges and are therefore categorized as Level 1 in the fair value hierarchy.


•	Debt—The carrying amount of our floating-rate debt approximates fair value. The fair value of our fixed-rate debt is estimated based on observable market prices.

The following tables display the fair value hierarchy for our material financial assets and liabilities either accounted for or disclosed at fair value on a recurring basis. These values are determined by treating each contract as the fundamental unit of account; therefore, derivative assets and liabilities with the same counterparty are shown on a gross basis in the hierarchy sections of these tables, before the effects of counterparty and collateral netting. These tables also show that our Level 3 activity was immaterial.

We have master netting agreements for all of our exchange-cleared derivative instruments, the majority of our OTC derivative instruments and certain physical commodity forward contracts (primarily pipeline crude oil deliveries). The following tables show the impact of these contracts in the column “Effect of Counterparty Netting.”

The carrying values and fair values by hierarchy of our material financial instruments and commodity forward contracts, either carried or disclosed at fair value, including any effects of netting derivative assets with liabilities and netting collateral due to right of setoff or master netting agreements, were:



	Millions of Dollars
	March 31, 2018
	Fair Value Hierarchy				Total Fair Value of Gross Assets & Liabilities	Effect of Counterparty Netting		Effect of Collateral Netting		Difference in Carrying Value and Fair Value		Net Carrying Value Presented on the Balance Sheet
	Level 1		Level 2	Level 3	Total Fair Value of Gross Assets & Liabilities	Effect of Counterparty Netting		Effect of Collateral Netting		Difference in Carrying Value and Fair Value		Net Carrying Value Presented on the Balance Sheet
Commodity Derivative Assets
Exchange-cleared instruments	$	526	258	—	784	(767	)	(5	)	—		12
OTC instruments	—		3	—	3	—		—		—		3
Physical forward contracts	—		16	—	16	—		—		—		16
Interest rate derivatives	—		20	—	20	—		—		—		20
Rabbi trust assets	116		—	—	116	N/A		N/A		—		116
	$	642	297	—	939	(767	)	(5	)	—		167

Commodity Derivative Liabilities
Exchange-cleared instruments	$	615	255	—	870	(767	)	(103	)	—		—
OTC instruments	—		1	—	1	—		—		—		1
Physical forward contracts	—		19	1	20	—		—		—		20
Floating-rate debt	—		1,650	—	1,650	N/A		N/A		—		1,650
Fixed-rate debt, excluding capital leases	—		10,335	—	10,335	N/A		N/A		(568	)	9,767
	$	615	12,260	1	12,876	(767	)	(103	)	(568	)	11,438

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	Millions of Dollars
	December 31, 2017
	Fair Value Hierarchy				Total Fair Value of Gross Assets & Liabilities	Effect of Counterparty Netting		Effect of Collateral Netting		Difference in Carrying Value and Fair Value		Net Carrying Value Presented on the Balance Sheet
	Level 1		Level 2	Level 3	Total Fair Value of Gross Assets & Liabilities	Effect of Counterparty Netting		Effect of Collateral Netting		Difference in Carrying Value and Fair Value		Net Carrying Value Presented on the Balance Sheet
Commodity Derivative Assets
Exchange-cleared instruments	$	333	395	—	728	(721	)	—		—		7
Physical forward contracts	—		20	1	21	—		—		—		21
Interest rate derivatives	—		14	—	14	—		—		—		14
Rabbi trust assets	112		—	—	112	N/A		N/A		—		112
	$	445	429	1	875	(721	)	—		—		154

Commodity Derivative Liabilities
Exchange-cleared instruments	$	369	373	—	742	(721	)	(21	)	—		—
Physical forward contracts	—		23	4	27	—		—		—		27
Floating-rate debt	—		1,150	—	1,150	N/A		N/A		—		1,150
Fixed-rate debt, excluding capital leases	—		9,746	—	9,746	N/A		N/A		(978	)	8,768
	$	369	11,292	4	11,665	(721	)	(21	)	(978	)	9,945

The rabbi trust assets are recorded in the “Investments and long-term receivables” line and the floating-rate and fixed-rate debt are recorded in the “Short-term debt” and “Long-term debt” lines on our consolidated balance sheet. For information regarding the location of our commodity derivative assets and liabilities on our consolidated balance sheet, see the first table in Note 12—Derivatives and Financial Instruments.

Nonrecurring Fair Value Measurements

See Note 5—Business Combinations for information on the remeasurement of our investment in MSLP to fair value. During the three months ended March 31, 2018 and 2017, there were no other material nonrecurring fair value remeasurements of assets subsequent to their initial recognition.

Note 14—Pension and Postretirement Plans

The components of net periodic benefit cost for the three months ended March 31, 2018 and 2017, were as follows:



	Millions of Dollars
	Pension Benefits									Other Benefits
	2018					2017				2018	2017
	U.S.			Int’l.		U.S.		Int’l.
Components of Net Periodic Benefit Cost
Three Months Ended March 31
Service cost	$	34		7		33		8		1	1
Interest cost	26			7		27		6		2	2
Expected return on plan assets	(42		)	(12	)	(37	)	(10	)	—	—
Amortization of prior service cost	—			—		1		—		—	—
Recognized net actuarial loss	15			5		17		6		—	—
Settlements	2			—		1		—		—	—
Net periodic benefit cost*	$	35		7		42		10		3	3

* Included in the “Operating expenses” and “Selling, general and administrative expenses” lines on our consolidated statement of income.

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During the three months ended March 31, 2018, we contributed $7 million to our U.S. employee benefit plans and $9 million to our international employee benefit plans. We currently expect to make additional contributions of approximately $50 million to our U.S. employee benefit plans and $25 million to our international employee benefit plans during the remainder of 2018.

Note 15—Accumulated Other Comprehensive Loss

Changes in the balances of each component of accumulated other comprehensive loss were as follows:



	Millions of Dollars
	Defined Benefit Plans			Foreign Currency Translation		Hedging	Accumulated Other Comprehensive Loss

December 31, 2016	$	(713	)	(285	)	3	(995	)
Other comprehensive income before reclassifications	2			24		2	28
Amounts reclassified from accumulated other comprehensive loss*
Amortization of defined benefit plan items**
Actuarial loss and settlements	15			—		—	15
Net current period other comprehensive income	17			24		2	43
March 31, 2017	$	(696	)	(261	)	5	(952	)

December 31, 2017	$	(598	)	(26	)	7	(617	)
Other comprehensive income before reclassifications	5			88		4	97
Amounts reclassified from accumulated other comprehensive loss*
Amortization of defined benefit plan items**
Actuarial loss and settlements	16			—		—	16
Net current period other comprehensive income	21			88		4	113
March 31, 2018	$	(577	)	62		11	(504	)

* There were no significant reclassifications related to foreign currency translation or hedging.

** Included in the computation of net periodic benefit cost. See Note 14—Pension and Postretirement Plans, for additional information.

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Note 16—Treasury Stock

On February 13, 2018, we entered into a Stock Purchase and Sale Agreement (Purchase Agreement) with Berkshire Hathaway Inc. and National Indemnity Company, a wholly owned subsidiary of Berkshire Hathaway, to repurchase 35 million shares of Phillips 66 common stock for an aggregate purchase price of $3,280 million. Pursuant to the Purchase Agreement, the purchase price per share of $93.725 was based on the volume-weighted-average price of our common stock on the New York Stock Exchange on February 13, 2018. The transaction closed on February 14, 2018. We funded the repurchase with cash of $1,880 million and borrowings of $1,400 million under our commercial paper program. These borrowings were subsequently refinanced through a public offering of senior notes. This specific share repurchase transaction was separately authorized by our Board of Directors and therefore does not impact previously announced authorizations to repurchase shares of Phillips 66 common stock under our share repurchase program, which total up to $12.0 billion. See Note 9—Debt, for additional information regarding our borrowing activity during the three months ended March 31, 2018.

Note 17—Restricted Cash

At March 31, 2018, and December 31, 2017, the company did not have any restricted cash. The restrictions on the cash acquired in February 2017, as a result of the consolidation of MSLP, were fully removed in May 2017 when MSLP’s outstanding debt that contained lender restrictions on the use of cash was paid in full. See Note 5—Business Combinations, for additional information regarding MSLP.

Note 18—Related Party Transactions

Significant transactions with related parties were:



	Millions of Dollars
	Three Months Ended March 31
	2018		2017

Operating revenues and other income (a)	$	818	571
Purchases (b)	2,554		2,144
Operating expenses and selling, general and administrative expenses (c)	16		26

(a)

We sold NGL and other petrochemical feedstocks, along with solvents, to CPChem, and we sold gas oil and hydrogen feedstocks to Excel Paralubes (Excel). We sold refined products to our OnCue Holdings, LLC joint venture. We sold certain feedstocks and intermediate products to WRB and also acted as agent for WRB in supplying crude oil and other feedstocks for a fee. In addition, we charged several of our affiliates, including CPChem, for the use of common facilities, such as steam generators, waste and water treaters and warehouse facilities.

(b)

We purchased crude oil and refined products from WRB and also acted as agent for WRB in distributing solvents. We purchased natural gas and NGL from DCP Midstream and CPChem, as well as other feedstocks from various affiliates, for use in our refinery and fractionation processes. We paid NGL fractionation fees to CPChem. We also paid fees to various pipeline equity companies for transporting crude oil, refined products and NGL. We purchased base oils and fuel products from Excel for use in our refining and specialty businesses.


(c)	We paid utility and processing fees to various affiliates.

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Note 19—Segment Disclosures and Related Information

Our operating segments are:

Midstream—Provides crude oil and refined products transportation, terminaling and processing services, as well as natural gas, NGL and liquefied petroleum gas (LPG) transportation, storage, processing and marketing services, mainly in the United States. The Midstream segment includes our master limited partnership, Phillips 66 Partners, as well as our 50 percent equity investment in DCP Midstream.


2)	Chemicals—Consists of our 50 percent equity investment in CPChem, which manufactures and markets petrochemicals and plastics on a worldwide basis.


3)	Refining—Refines crude oil and other feedstocks into petroleum products (such as gasoline, distillates and aviation fuels) at 13 refineries in the United States and Europe.


4)	Marketing and Specialties—Purchases for resale and markets refined petroleum products, mainly in the United States and Europe. In addition, this segment includes the manufacturing and marketing of specialty products, as well as power generation operations.

Corporate and Other includes general corporate overhead, interest expense, our investments in new technologies and various other corporate activities. Corporate assets include all cash and cash equivalents.

During the fourth quarter of 2017, the segment performance measure used by our chief executive officer to assess performance and allocate resources was changed from “net income attributable to Phillips 66” to “net income.” This change reflects the recognition that management does not differentiate between those earnings attributable to Phillips 66 and those attributable to noncontrolling interests when making operating and resource allocation decisions impacting segment performance. Prior period segment information has been recast to conform to the current presentation. Intersegment sales are at prices that we believe approximate market.

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Analysis of Results by Operating Segment



	Millions of Dollars
	Three Months Ended March 31
	2018			2017
Sales and Other Operating Revenues
Midstream
Total sales	$	1,951		1,659
Intersegment eliminations	(533		)	(438	)
Total Midstream	1,418			1,221
Chemicals	1			1
Refining
Total sales	17,632			14,292
Intersegment eliminations	(10,615		)	(8,670	)
Total Refining	7,017			5,622
Marketing and Specialties
Total sales	15,617			16,366
Intersegment eliminations	(464		)	(324	)
Total Marketing and Specialties	15,153			16,042
Corporate and Other	6			8
Consolidated sales and other operating revenues	$	23,595		22,894

Net Income (Loss)
Midstream	$	233		112
Chemicals	232			181
Refining	91			259
Marketing and Specialties	184			141
Corporate and Other	(155		)	(130	)
Consolidated net income	$	585		563



	Millions of Dollars
	March 31 2018		December 31 2017
Total Assets
Midstream	$	13,155	13,231
Chemicals	6,372		6,226
Refining	23,976		23,820
Marketing and Specialties	6,808		7,103
Corporate and Other	1,821		3,991
Consolidated total assets	$	52,132	54,371

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Note 20—Income Taxes

Our effective income tax rate for the first quarter of 2018 was 18 percent, compared with 29 percent for the corresponding period of 2017. The decrease was primarily attributable to the enactment of the U.S. Tax Cuts and Jobs Act (the Tax Act) in December 2017, which reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent beginning January 1, 2018. The effective income tax rate varies from the federal statutory income tax rate of 21 percent primarily as a result of foreign operations and the impact of income attributable to noncontrolling interests, partially offset by state income tax expense.

During the three months ended March 31, 2018, adjustments to the provisional income tax benefit recorded in December 2017 from the enactment of the Tax Act were not material. At March 31, 2018, we have not yet completed our accounting for the income tax effects of the Tax Act, but have made reasonable estimates of those effects on our existing deferred income tax balances and the one-time deemed repatriation tax. The final financial statement impact of the Tax Act may differ from our previously recorded estimates, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, and changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the company has utilized to calculate the provisional impacts. The Securities and Exchange Commission (SEC) has issued rules that allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related income tax impacts.

Note 21—Phillips 66 Partners LP

In 2013, we formed Phillips 66 Partners, a publicly traded master limited partnership, to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and NGL pipelines and terminals, as well as other midstream assets. Headquartered in Houston, Texas, Phillips 66 Partners’ operations currently consist of crude oil, refined petroleum products and NGL transportation, processing, terminaling and storage assets.

We consolidate Phillips 66 Partners because we determined it is a variable interest entity of which we are the primary beneficiary. As general partner of Phillips 66 Partners, we have the ability to control its financial interests, as well as the ability to direct the activities that most significantly impact its economic performance. As a result of this consolidation, the public common and perpetual convertible preferred unitholders’ ownership interests in Phillips 66 Partners are reflected as noncontrolling interests in our financial statements. At March 31, 2018, we owned a 55 percent limited partner interest and a 2 percent general partner interest in Phillips 66 Partners, while the public owned a 43 percent limited partner interest and 13.8 million perpetual convertible preferred units.

The most significant assets of Phillips 66 Partners that are available to settle only its obligations, along with its most significant liabilities for which its creditors do not have recourse to Phillips 66’s general credit, were:



	Millions of Dollars
	March 31 2018		December 31 2017

Cash and cash equivalents	$	167	185
Equity investments*	1,986		1,932
Net properties, plants and equipment	2,925		2,918
Long-term debt	2,921		2,920

* Included in “Investments and long-term receivables” line on the Phillips 66 consolidated balance sheet.

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2018 Activities

Phillips 66 Partners has two continuous offering, or at-the-market (ATM), programs under which it may offer up to an aggregate of $500 million of its common units. For the three months ended March 31, 2018, on a settlement-date basis, Phillips 66 Partners issued an aggregate of 188,815 common units under the ATM programs, which generated net proceeds of $9 million. Since inception through March 31, 2018, Phillips 66 Partners has issued an aggregate of 3,907,683 common units under the ATM programs, which generated net proceeds of $201 million.

Note 22—New Accounting Standards

In February 2018, the FASB issued ASU No. 2018-02, "Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU allows for the deferred income tax effects stranded in accumulated other comprehensive income (AOCI) resulting from the Tax Act enacted in December 2017 to be reclassed from AOCI to retained earnings. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The new standard amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which may result in earlier recognition of losses. Public business entities should apply the guidance in ASU No. 2016-13 for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption will be permitted for annual periods beginning after December 15, 2018. We are currently evaluating the provisions of ASU No. 2016-13 and assessing the impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. Public business entities should apply the guidance in ASU No. 2016-02 for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. Entities are required to adopt the ASU using a modified retrospective approach, subject to certain optional practical expedients, and apply the provisions of ASU No. 2016-02 to leasing arrangements existing at or entered into after the earliest comparative period presented in the financial statements. We are currently evaluating the provisions of ASU No. 2016-02 and assessing its impact on our financial statements. As part of our assessment to-date, we have formed an implementation team, commenced identification of our lease population and selected a lease software package. We expect the adoption of ASU 2016-02 will materially gross up our consolidated balance sheet with the recognition of the ROU assets and operating lease liabilities. The impact to our consolidated statements of income and cash flows is not expected to be material. The new standard will also require additional disclosures for financing and operating leases.

Note 23—Condensed Consolidating Financial Information

Phillips 66 has senior notes outstanding, the payment obligations of which are fully and unconditionally guaranteed by Phillips 66 Company, a 100-percent-owned subsidiary. The following condensed consolidating financial information presents the results of operations, financial position and cash flows for:


•	Phillips 66 and Phillips 66 Company (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting).


•	All other nonguarantor subsidiaries.


•	The consolidating adjustments necessary to present Phillips 66’s results on a consolidated basis.

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This condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes.



	Millions of Dollars
	Three Months Ended March 31, 2018
Statement of Income	Phillips 66			Phillips 66 Company		All Other Subsidiaries		Consolidating Adjustments		Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—		18,276		5,319		—		23,595
Equity in earnings of affiliates	600			614		195		(985	)	424
Net gain on dispositions	—			7		10		—		17
Other income (loss)	—			(1	)	11		—		10
Intercompany revenues	—			579		2,879		(3,458	)	—
Total Revenues and Other Income	600			19,475		8,414		(4,443	)	24,046

Costs and Expenses
Purchased crude oil and products	—			17,213		7,301		(3,376	)	21,138
Operating expenses	—			978		283		(15	)	1,246
Selling, general and administrative expenses	3			289		97		(3	)	386
Depreciation and amortization	—			230		106		—		336
Taxes other than income taxes	—			82		28		—		110
Accretion on discounted liabilities	—			5		1		—		6
Interest and debt expense	93			30		64		(64	)	123
Foreign currency transaction gains	—			—		(16	)	—		(16	)
Total Costs and Expenses	96			18,827		7,864		(3,458	)	23,329
Income before income taxes	504			648		550		(985	)	717
Income tax expense (benefit)	(20		)	48		104		—		132
Net Income	524			600		446		(985	)	585
Less: net income attributable to noncontrolling interests	—			—		61		—		61
Net Income Attributable to Phillips 66	$	524		600		385		(985	)	524

Comprehensive Income	$	637		713		534		(1,186	)	698

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	Millions of Dollars
	Three Months Ended March 31, 2017
Statement of Income	Phillips 66			Phillips 66 Company	All Other Subsidiaries		Consolidating Adjustments		Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—		16,250	6,644		—		22,894
Equity in earnings of affiliates	595			484	115		(829	)	365
Net gain on dispositions	—			1	—		—		1
Other income	—			426	26		—		452
Intercompany revenues	—			428	2,907		(3,335	)	—
Total Revenues and Other Income	595			17,589	9,692		(4,164	)	23,712

Costs and Expenses
Purchased crude oil and products	—			13,884	7,060		(3,265	)	17,679
Operating expenses	—			1,031	255		(16	)	1,270
Selling, general and administrative expenses	3			289	94		(2	)	384
Depreciation and amortization	—			214	101		—		315
Impairments	—			2	—		—		2
Taxes other than income taxes	—			1,372	1,784		—		3,156
Accretion on discounted liabilities	—			4	1		—		5
Interest and debt expense	90			12	55		(52	)	105
Foreign currency transaction gains	—			—	(1	)	—		(1	)
Total Costs and Expenses	93			16,808	9,349		(3,335	)	22,915
Income before income taxes	502			781	343		(829	)	797
Income tax expense (benefit)	(33		)	186	81		—		234
Net Income	535			595	262		(829	)	563
Less: net income attributable to noncontrolling interests	—			—	28		—		28
Net Income Attributable to Phillips 66	$	535		595	234		(829	)	535

Comprehensive Income	$	578		638	290		(900	)	606

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	Millions of Dollars
	March 31, 2018
Balance Sheet	Phillips 66		Phillips 66 Company	All Other Subsidiaries	Consolidating Adjustments		Total Consolidated
Assets
Cash and cash equivalents	$	—	403	439	—		842
Accounts and notes receivable	8		4,205	4,359	(2,448	)	6,124
Inventories	—		2,912	1,831