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These terms and conditions govern your use of the website alphaminr.com and its related services.
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2013
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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(Mark One)
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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December 31, 2013
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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Commission file number:
001-35349
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Phillips 66
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(Exact name of registrant as specified in its charter)
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Delaware
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45-3779385
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3010 Briarpark Drive, Houston, Texas 77042
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code:
281-293-6600
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 Par Value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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[X] Yes [ ] No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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[ ] Yes [X] No
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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.
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[X] Yes [ ] No
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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).
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[X] Yes [ ] No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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[ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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[ ] Yes [X] No
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TABLE OF CONTENTS
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Item
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Page
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•
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We disaggregated the former Refining and Marketing (R&M) segment into two separate operating segments titled "Refining" and "Marketing and Specialties."
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•
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We moved our Transportation and power businesses from the former R&M segment to the Midstream and Marketing and Specialties (M&S) segments, respectively.
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1)
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Midstream—
Gathers, processes, transports and markets natural gas; and transports, fractionates and markets natural gas liquids (NGL) in the United States. In addition, this segment transports crude oil and other feedstocks to our refineries and other locations, and delivers refined and specialty products to market. The Midstream segment includes, among other businesses, our
50 percent
equity investment in DCP Midstream, LLC (DCP Midstream).
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2)
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Chemicals—
Manufactures and markets petrochemicals and plastics on a worldwide basis. The Chemicals segment consists of our
50 percent
equity investment in Chevron Phillips Chemical Company LLC (CPChem).
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3)
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Refining—
Buys, sells and refines crude oil and other feedstocks at
15
refineries, mainly in the United States, Europe and Asia.
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4)
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Marketing and Specialties—
Purchases for resale and markets refined products, mainly in the United States and Europe. In addition, this segment includes the manufacturing and marketing of specialty products (such as lubricants), as well as power generation operations.
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•
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Transportation
- transports crude oil and other feedstocks to our refineries and other locations and delivers refined and specialty products to market. The operations of our master limited partnership, Phillips 66 Partners LP, are included in this business line.
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•
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Natural gas and natural gas liquids
- gathers, processes, transports and markets natural gas, and transports, fractionates and markets natural gas liquids. Our investment in DCP Midstream is included in this business line.
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Name
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Origination/Terminus
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Interest
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Size
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Miles
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Capacity
MBD
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Crude and Feedstocks
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Glacier
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Cut Bank, MT/Billings, MT
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79
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%
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8”-12”
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865
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100
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Line 80
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Gaines, TX/Borger, TX
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100
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8”, 12”
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237
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33
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Line O
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Cushing, OK/Borger, TX
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100
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10”
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276
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37
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WA Line
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Odessa, TX/Borger, TX
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100
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12”, 14”
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289
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118
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Cushing
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Cushing, OK/Ponca City, OK
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100
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18”
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62
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130
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North Texas Crude
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Wichita Falls, TX
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100
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2”-16”
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339
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28
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Oklahoma Mainline
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Wichita Falls, TX/Ponca City, OK
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100
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12”
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217
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100
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Clifton Ridge †
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Clifton Ridge, LA/Westlake, LA
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74
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20”
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10
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270
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Louisiana Crude Gathering
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Rayne, LA/Westlake, LA
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100
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4”-8”
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85
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25
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Sweeny Crude
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Sweeny, TX/Freeport, TX
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100
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12”, 24”, 30”
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31
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295
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Sweeny Crude Butadiene
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Clemens, TX/Webster, TX
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**
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4”, 6”
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68
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7
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Coast and Valley System
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Central CA/Bay Area, CA
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100
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8”-16”
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602
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307
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Petroleum Product
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Harbor
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Woodbury, NJ/Linden, NJ
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33
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16”
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80
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104
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Pioneer †
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Sinclair, WY/Salt Lake City, UT
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50
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8”, 12”
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562
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63
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Seminoe
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Billings, MT/Sinclair, WY
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100
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6”-10”
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342
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33
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Yellowstone
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Billings, MT/Moses Lake, WA
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46
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6”-10”
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710
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66
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Borger to Amarillo
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Borger, TX/Amarillo, TX
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100
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8”, 10”
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93
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76
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ATA Line
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Amarillo, TX/Albuquerque, NM
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50
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6”, 10”
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293
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20
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Borger-Denver
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McKee, TX/Denver, CO
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70
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6”-12”
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405
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38
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Gold Line
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Borger, TX/St. Louis, IL
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100
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8”-16”
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681
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120
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SAAL
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Amarillo, TX/Amarillo & Lubbock, TX
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33
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6”
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121
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18
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Cherokee 8”
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Ponca City, OK/Oklahoma City, OK
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100
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8”
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90
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46
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Heartland
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McPherson, KS/Des Moines, IA
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50
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8”, 6”
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49
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30
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Paola Products
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Paola, KS/Kansas City, KS
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100
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8”, 10”
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106
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96
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Standish
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Marland Junction, OK/Wichita, KS
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100
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18”
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92
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80
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Wichita/Ark City 1&2
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Ponca City, OK/Wichita, KS
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100
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8”, 10”
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105
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55
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Wood River
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Medford, OK/Mt. Vernon, MO
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100
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10”, 12”
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287
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45
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Explorer
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Texas Gulf Coast/Chicago, IL
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14
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24”, 28”
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1,835
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500
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Sweeny to Pasadena †
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Sweeny, TX/Pasadena, TX
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74
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12”, 18”
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120
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264
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LA Basin
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Los Angeles, CA
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100
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6” - 20”
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89
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357
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Richmond
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Rodeo, CA/Richmond, CA
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100
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6”
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14
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26
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NGL
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Powder River
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Sage Creek, WY/Borger, TX
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100
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6”-8”
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695
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19
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Skelly-Belvieu
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Skellytown, TX/Mont Belvieu, TX
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50
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8”
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571
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29
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TX Panhandle Y1/Y2
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Sherhan, TX/Borger, TX
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100
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3”-10”
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299
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73
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Chisholm
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Kingfisher, OK/Conway, KS
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50
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4”-10”
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202
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42
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Line EZ
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Rankin, TX/Sweeny, TX
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**
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10”
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434
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101
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Mextex
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Artesia, NM/Benedum, TX
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**
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4”-12”
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305
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51
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Sweeny EP
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Mont Belvieu, TX/Sweeny, TX
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**
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8”
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85
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40
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Sand Hills*
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Permian Basin/Mont Belvieu, TX
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33
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20”
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720
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200
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Southern Hills*
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U.S. Midcontinent/Mont Belvieu, TX
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33
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20”
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800
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175
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LPG
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Blue Line
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Borger, TX/St. Louis, IL
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100
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8"-12"
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667
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29
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Conway to Wichita
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Conway, KS/Wichita, KS
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100
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12”
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55
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38
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Medford
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Ponca City, OK/Medford, OK
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100
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4”-6”
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42
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60
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Sweeny Propane/Butane
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Clemens, TX/Pasadena, TX
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**
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8"
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65
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31
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Natural Gas
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Rockies Express
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Meeker, CO/Clarington, OH
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25
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36”-42”
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1,679
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1.8 BCFD
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•
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Percentage-of-proceeds/index arrangements.
In general, DCP Midstream purchases natural gas from producers at the wellhead or other receipt points, gathers the wellhead natural gas through its gathering system, treats and processes it, and then sells the residue natural gas and NGL based on index prices from published market indices. DCP Midstream remits to the producers either an agreed-upon percentage of the actual proceeds received from the
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•
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Fee-based arrangements.
DCP Midstream receives a fee or fees for one or more of the following services: gathering, processing, compressing, treating, storing or transporting natural gas and fractionating, storing and transporting NGL. Fee-based arrangements include natural gas arrangements pursuant to which DCP Midstream obtains natural gas at the wellhead or other receipt points at an index-related price at the delivery point less a specified amount, generally the same as the fees it would otherwise charge for gathering the natural gas from the wellhead location to the delivery point. The revenue DCP Midstream earns from these arrangements is directly related to the volume of natural gas or NGL that flows through its systems and is not directly dependent on commodity prices. However, to the extent that a sustained decline in commodity prices results in a decline in volumes, DCP Midstream's revenues from these arrangements could be reduced.
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•
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Keep-whole and wellhead purchase arrangements.
DCP Midstream gathers raw natural gas from producers for processing, markets the NGL and returns to the producer residue natural gas with a British thermal unit (BTU) content equivalent to the BTU content of the natural gas gathered. This arrangement keeps the producer whole in regard to the thermal value of the natural gas received. Under the terms of a wellhead purchase contract, DCP Midstream purchases natural gas from the producer at the wellhead or defined receipt point for processing and markets the resulting NGL and residue gas at market prices. DCP Midstream is exposed to the difference between the value of the NGL extracted from processing and the value of the BTU-equivalent of the residue natural gas, or "frac spread." Under these type of contracts, DCP Midstream benefits in periods when NGL prices are higher relative to natural gas prices.
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•
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A 22.5 percent equity interest in Gulf Coast Fractionators, which owns an NGL fractionation plant in Mont Belvieu, Texas. We operate the facility, and our net share of capacity is 32,625 barrels per day.
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•
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A 12.5 percent equity interest in a fractionation plant in Mont Belvieu, Texas. Our net share of capacity is 26,000 barrels per day.
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•
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A 40 percent interest in a fractionation plant in Conway, Kansas. Our net share of capacity is 43,200 barrels per day.
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•
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A one-third direct interest in both the DCP Sand Hills and DCP Southern Hills pipeline entities, connecting Eagle Ford, Permian and Midcontinent production to the Mont Belvieu, Texas, market.
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Millions of Pounds per Year
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||||
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U.S.
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Worldwide
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O&P
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Ethylene
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7,830
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10,305
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Propylene
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2,675
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3,180
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High-density polyethylene
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4,205
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6,500
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Low-density polyethylene
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620
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620
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Linear low-density polyethylene
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490
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490
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Polypropylene
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—
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310
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Normal alpha olefins
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1,565
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2,080
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Polyalphaolefins
|
105
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235
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Polyethylene pipe
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590
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590
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Total O&P
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18,080
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24,310
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SA&S
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Benzene
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1,600
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2,530
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Cyclohexane
|
1,060
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|
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1,455
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Paraxylene
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1,000
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|
1,000
|
|
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Styrene
|
1,050
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|
1,875
|
|
|
Polystyrene
|
835
|
|
|
1,070
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|
K-Resin
®
SBC
|
100
|
|
|
170
|
|
|
Specialty chemicals
|
555
|
|
|
655
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|
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Ryton
®
PPS
|
61
|
|
|
81
|
|
|
Total SA&S
|
6,261
|
|
|
8,836
|
|
|
|
|
|
|
|
|
Thousands of Barrels Daily
|
|
|
|||||||||||
|
Region/Refinery
|
|
Location
|
|
Interest
|
|
|
Net Crude Throughput
Capacity
|
|
Net Clean Product
Capacity**
|
|
Clean
Product
Yield
Capability
|
|
|||||||
|
At
December 31, 2013
|
|
Effective January 1, 2014
|
|
|
Gasolines
|
|
|
Distillates
|
|
|
|||||||||
|
Atlantic Basin/Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Bayway
|
|
Linden, NJ
|
|
100.00
|
%
|
|
238
|
|
238
|
|
|
145
|
|
|
115
|
|
|
90
|
%
|
|
Humber
|
|
N. Lincolnshire, United Kingdom
|
|
100.00
|
|
|
221
|
|
221
|
|
|
85
|
|
|
115
|
|
|
81
|
|
|
Whitegate
|
|
Cork, Ireland
|
|
100.00
|
|
|
71
|
|
71
|
|
|
15
|
|
|
30
|
|
|
65
|
|
|
MiRO*
|
|
Karlsruhe, Germany
|
|
18.75
|
|
|
58
|
|
58
|
|
|
25
|
|
|
25
|
|
|
85
|
|
|
|
|
|
|
|
|
588
|
|
588
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Gulf Coast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Alliance
|
|
Belle Chasse, LA
|
|
100.00
|
|
|
247
|
|
247
|
|
|
125
|
|
|
120
|
|
|
87
|
|
|
Lake Charles
|
|
Westlake, LA
|
|
100.00
|
|
|
239
|
|
239
|
|
|
90
|
|
|
115
|
|
|
70
|
|
|
Sweeny
|
|
Old Ocean, TX
|
|
100.00
|
|
|
247
|
|
247
|
|
|
125
|
|
|
120
|
|
|
87
|
|
|
|
|
|
|
|
|
733
|
|
733
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Central Corridor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Wood River
|
|
Roxana, IL
|
|
50.00
|
|
|
156
|
|
157
|
|
|
75
|
|
|
55
|
|
|
83
|
|
|
Borger
|
|
Borger, TX
|
|
50.00
|
|
|
73
|
|
73
|
|
|
50
|
|
|
25
|
|
|
89
|
|
|
Ponca City
|
|
Ponca City, OK
|
|
100.00
|
|
|
190
|
|
196
|
|
|
105
|
|
|
80
|
|
|
92
|
|
|
Billings
|
|
Billings, MT
|
|
100.00
|
|
|
59
|
|
59
|
|
|
35
|
|
|
25
|
|
|
89
|
|
|
|
|
|
|
|
|
478
|
|
485
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Western/Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Ferndale
|
|
Ferndale, WA
|
|
100.00
|
|
|
101
|
|
101
|
|
|
55
|
|
|
30
|
|
|
75
|
|
|
Los Angeles
|
|
Carson/ Wilmington, CA
|
|
100.00
|
|
|
139
|
|
139
|
|
|
80
|
|
|
65
|
|
|
89
|
|
|
San Francisco
|
|
Arroyo Grande/San Francisco, CA
|
|
100.00
|
|
|
120
|
|
120
|
|
|
55
|
|
|
60
|
|
|
84
|
|
|
Melaka
|
|
Melaka, Malaysia
|
|
47.00
|
|
|
80
|
|
80
|
|
|
20
|
|
|
50
|
|
|
80
|
|
|
|
|
|
|
|
|
440
|
|
440
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
2,239
|
|
2,246
|
|
|
|
|
|
|
|
||||
|
|
Characteristics
|
|
Sources
|
|||||||
|
|
Sweet
|
Medium
Sour
|
Heavy
Sour
|
High
TAN
*
|
|
United
States
|
Canada
|
South
America
|
Europe &
Central Asia
|
Middle East
& Africa
|
|
Bayway
|
l
|
|
|
|
|
l
|
l
|
|
|
l
|
|
Humber
|
l
|
l
|
|
l
|
|
|
|
|
l
|
l
|
|
Whitegate
|
l
|
|
|
|
|
|
|
|
l
|
l
|
|
MiRO
|
l
|
l
|
|
|
|
|
|
|
l
|
l
|
|
Alliance
|
l
|
|
|
|
|
l
|
|
|
|
l
|
|
Lake Charles
|
l
|
l
|
l
|
l
|
|
l
|
|
l
|
|
l
|
|
Sweeny
|
l
|
|
l
|
l
|
|
l
|
|
l
|
|
|
|
Wood River
|
l
|
|
l
|
l
|
|
l
|
l
|
|
|
|
|
Borger
|
|
l
|
l
|
|
|
l
|
l
|
|
|
|
|
Ponca City
|
l
|
l
|
l
|
|
|
l
|
l
|
|
|
|
|
Billings
|
|
l
|
l
|
|
|
|
l
|
|
|
|
|
Ferndale
|
l
|
l
|
|
|
|
l
|
l
|
|
|
|
|
Los Angeles
|
|
l
|
l
|
l
|
|
l
|
l
|
l
|
|
l
|
|
San Francisco
|
l
|
l
|
l
|
l
|
|
l
|
l
|
|
|
l
|
|
Melaka
|
l
|
l
|
l
|
|
|
|
|
|
|
l
|
|
•
|
Wood River Refinery
|
|
•
|
Borger Refinery
|
|
•
|
Changes in the global economy and the level of foreign and domestic production of crude oil, natural gas and NGLs and refined, petrochemical and plastics products.
|
|
•
|
Availability of feedstocks and refined products and the infrastructure to transport feedstocks and refined products.
|
|
•
|
Local factors, including market conditions, the level of operations of other facilities in our markets, and the volume of products imported and exported.
|
|
•
|
Threatened or actual terrorist incidents, acts of war and other global political conditions.
|
|
•
|
Government regulations.
|
|
•
|
Weather conditions, hurricanes or other natural disasters.
|
|
•
|
The discharge of pollutants into the environment.
|
|
•
|
Emissions into the atmosphere (such as nitrogen oxides, sulfur dioxide and mercury emissions, and greenhouse gas emissions as they are, or may become, regulated).
|
|
•
|
The quantity of renewable fuels that must be blended into motor fuels.
|
|
•
|
The handling, use, storage, transportation, disposal and clean up of hazardous materials and hazardous and nonhazardous wastes.
|
|
•
|
The dismantlement, abandonment and restoration of our properties and facilities at the end of their useful lives.
|
|
•
|
Entering into any transaction pursuant to which all or a portion of our stock would be acquired, whether by merger or otherwise.
|
|
•
|
Issuing equity securities beyond certain thresholds.
|
|
•
|
Repurchasing our common stock beyond certain thresholds.
|
|
•
|
Ceasing to actively conduct the refining business.
|
|
•
|
Taking or failing to take any other action that prevents the distribution and related transactions from being tax-free.
|
|
Name
|
Position Held
|
Age*
|
|
|
|
|
|
|
|
Greg C. Garland
|
Chairman, President and Chief Executive Officer
|
56
|
|
|
C. Doug Johnson
|
Vice President and Controller
|
54
|
|
|
Paula A. Johnson
|
Executive Vice President, Legal, General Counsel and Corporate Secretary
|
50
|
|
|
Greg G. Maxwell
|
Executive Vice President, Finance and Chief Financial Officer
|
57
|
|
|
Tim G. Taylor
|
Executive Vice President, Commercial, Marketing, Transportation and Business Development
|
60
|
|
|
Lawrence M. Ziemba
|
Executive Vice President, Refining
|
58
|
|
|
*On February 15, 2014.
|
|
|
|
|
Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Stock Price
|
|
|
||||||
|
|
High
|
|
Low
|
|
|
Dividends
|
|
||
|
2013
|
|
|
|
|
|||||
|
First Quarter
|
$
|
70.52
|
|
50.12
|
|
|
.3125
|
|
|
|
Second Quarter
|
70.20
|
|
56.13
|
|
|
.3125
|
|
||
|
Third Quarter
|
61.97
|
|
54.80
|
|
|
.3125
|
|
||
|
Fourth Quarter
|
77.29
|
|
56.50
|
|
|
.3900
|
|
||
|
|
|
|
|
|
|||||
|
2012
|
|
|
|
|
|||||
|
Second Quarter
|
$
|
34.91
|
|
28.75
|
|
|
—
|
|
|
|
Third Quarter
|
48.22
|
|
32.35
|
|
|
.2000
|
|
||
|
Fourth Quarter
|
54.32
|
|
42.45
|
|
|
.2500
|
|
||
|
Closing Stock Price at December 31, 2013
|
|
|
|
$
|
77.13
|
|
|
Closing Stock Price at January 31, 2014
|
|
|
|
$
|
73.09
|
|
|
Number of Stockholders of Record at January 31, 2014
|
|
|
|
46,800
|
|
|
|
|
|
|
|
|
|
|
Millions of Dollars
|
|
|||||
|
Period
|
Total Number of Shares Purchased*
|
|
|
Average Price Paid per Share
|
|
|
Total Number of Shares Purchased
as Part of Publicly Announced Plans
or Programs**
|
|
|
Approximate Dollar Value of Shares
that May Yet Be Purchased Under the Plans or Programs
|
|
||
|
|
|
|
|
|
|
|
|
||||||
|
October 1-31, 2013
|
3,907,141
|
|
|
$
|
60.20
|
|
|
3,907,141
|
|
|
$
|
807
|
|
|
November 1-30, 2013
|
3,029,100
|
|
|
65.85
|
|
|
3,029,100
|
|
|
608
|
|
||
|
December 1-31, 2013
|
2,922,943
|
|
|
71.88
|
|
|
2,921,190
|
|
|
2,398
|
|
||
|
Total
|
9,859,184
|
|
|
$
|
65.40
|
|
|
9,857,431
|
|
|
|
||
|
•
|
The selected income statement data for the year ended
December 31, 2013
, consist entirely of the consolidated results of Phillips 66. The selected income statement data for the year ended December 31, 2012, consists of the consolidated results of Phillips 66 for the eight months ended December 31, 2012, and of the combined results of the downstream businesses for the four months ended April 30, 2012. The selected income statement data for the years ended December 31, 2011, 2010, and 2009, consist entirely of the combined results of the downstream businesses.
|
|
•
|
The selected balance sheet data at December 31, 2013 and 2012, consist of the consolidated balances of Phillips 66, while the selected balance sheet data at December 31, 2011, 2010, and 2009, consist of the combined balances of the downstream businesses.
|
|
|
Millions of Dollars Except Per Share Amounts
|
||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Sales and other operating revenues
|
$
|
171,596
|
|
|
179,290
|
|
|
195,931
|
|
|
146,433
|
|
|
112,601
|
|
|
Income from continuing operations
|
3,682
|
|
|
4,083
|
|
|
4,737
|
|
|
710
|
|
|
460
|
|
|
|
Income from continuing operations attributable to Phillips 66
|
3,665
|
|
|
4,076
|
|
|
4,732
|
|
|
705
|
|
|
457
|
|
|
|
Per common share
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic
|
5.97
|
|
|
6.47
|
|
|
7.54
|
|
|
1.13
|
|
|
0.73
|
|
|
|
Diluted
|
5.92
|
|
|
6.40
|
|
|
7.45
|
|
|
1.12
|
|
|
0.72
|
|
|
|
Net income
|
3,743
|
|
|
4,131
|
|
|
4,780
|
|
|
740
|
|
|
479
|
|
|
|
Net income attributable to Phillips 66
|
3,726
|
|
|
4,124
|
|
|
4,775
|
|
|
735
|
|
|
476
|
|
|
|
Per common share*
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic
|
6.07
|
|
|
6.55
|
|
|
7.61
|
|
|
1.17
|
|
|
0.76
|
|
|
|
Diluted
|
6.02
|
|
|
6.48
|
|
|
7.52
|
|
|
1.16
|
|
|
0.75
|
|
|
|
Total assets
|
49,798
|
|
|
48,073
|
|
|
43,211
|
|
|
44,955
|
|
|
42,880
|
|
|
|
Long-term debt
|
6,131
|
|
|
6,961
|
|
|
361
|
|
|
388
|
|
|
403
|
|
|
|
Cash dividends declared per common share
|
1.3275
|
|
|
0.4500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
•
|
We disaggregated the former Refining and Marketing (R&M) segment into two separate operating segments titled "Refining" and "Marketing and Specialties."
|
|
•
|
We moved our Transportation and power businesses from the former R&M segment to the Midstream and Marketing and Specialties (M&S) segments, respectively.
|
|
•
|
Maintain strong operating excellence.
Safety and reliability are our first priority, and we are committed to protecting the health and safety of everyone who has a role in our operations and the communities in which we operate. We are committed to protecting the environment and strive to reduce our environmental footprint throughout our operations.
Optimizing utilization rates at our refineries through reliable and safe operations enables us to capture the value available in the market in terms of prices and margins. During
2013
, our worldwide refining crude oil capacity utilization rate was
93 percent
, the same as in
2012
.
|
|
•
|
Deliver profitable growth and enhance returns.
We have budgeted $2.7 billion in capital expenditures and investments in 2014, approximately 40 percent higher than our 2013 budget. Including our share of expected capital spending by joint ventures DCP Midstream, LLC (DCP Midstream), Chevron Phillips Chemical Company (CPChem) and WRB Refining LP (WRB), our total 2014 capital program is expected to be $4.6 billion. This program is designed primarily to grow our Midstream and Chemicals segments, which have planned expansions for manufacturing and logistics capacity. The need for additional new gathering and processing, pipeline, storage and distribution infrastructure–driven by growing domestic unconventional crude oil, natural gas liquids (NGL) and natural gas production–is creating capital investment opportunities in our Midstream business. Over the next few years, our Chemicals joint venture, CPChem, plans significant reinvestment of its earnings to build additional processing capacity benefiting from lower-cost NGL feedstocks. We plan to improve refining returns through greater use of advantaged feedstocks, disciplined capital allocation and portfolio optimization. We continue to focus on funding the most attractive growth opportunities across our portfolio.
|
|
•
|
Grow shareholder distributions.
We believe shareholder value is enhanced through, among other things, consistent and ongoing growth of regular dividends, supplemented by share repurchases. We increased our dividend rate by 56 percent during 2013, and it has been almost doubled since the Separation. Regular dividends demonstrate the confidence our management has in our capital structure and its capability to generate free cash flow throughout the business cycle. As of December 31, 2013, we repurchased $2.6 billion, or approximately
44.1 million
shares, of our common stock. At the discretion of our Board of Directors, we plan to increase dividends annually and fund our share repurchase program while continuing to invest in the growth of our business.
|
|
•
|
Build a high-performing organization.
We strive to attract, train, develop and retain individuals with the knowledge and skills to implement our business strategy and who support our values and ethics. Throughout the company, we focus on getting results in the right way and believe success is both what we do and how we do it. We encourage collaboration throughout our company, while valuing differences, respecting diversity of thought, and creating a great place to work. We foster an environment of learning and development through structured programs focused on building functional and technical skills where employees are engaged in our business and committed to their own success, as well as to the company's success.
|
|
|
Millions of Dollars
|
||||||||
|
|
Year Ended December 31
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Midstream
|
$
|
469
|
|
|
53
|
|
|
2,149
|
|
|
Chemicals
|
986
|
|
|
823
|
|
|
716
|
|
|
|
Refining
|
1,851
|
|
|
3,217
|
|
|
1,529
|
|
|
|
Marketing and Specialties
|
790
|
|
|
417
|
|
|
530
|
|
|
|
Corporate and Other
|
(431
|
)
|
|
(434
|
)
|
|
(192
|
)
|
|
|
Discontinued Operations
|
61
|
|
|
48
|
|
|
43
|
|
|
|
Net income attributable to Phillips 66
|
$
|
3,726
|
|
|
4,124
|
|
|
4,775
|
|
|
•
|
Lower impairment expense in 2013. We recorded impairments related to our equity investments in Malaysian Refining Company Sdn. Bdh. (MRC), a refining company in Melaka, Malaysia, and Rockies Express Pipeline LLC (REX), a natural gas transmission system, in 2012.
|
|
•
|
Improved worldwide marketing margins.
|
|
•
|
Lower interest and costs resulting from CPChem's early debt retirements in 2012.
|
|
•
|
A $1,437 million after-tax decrease in net gains on asset dispositions in 2012. 2011 results included significant gains on the disposition of three pipeline systems.
|
|
•
|
A $648 million after-tax increase in impairments in 2012, primarily reflecting impairments of our equity investments in MRC and REX.
|
|
•
|
A $137 million after-tax increase in net interest expense, reflecting the issuance of $7.8 billion of debt during the first-half of 2012 in connection with the Separation.
|
|
•
|
Lower NGL prices during 2012, which contributed to decreased earnings from our Midstream segment.
|
|
•
|
Improved margins in the Refining segment.
|
|
•
|
Improved ethylene and polyethylene margins in the Chemicals segment.
|
|
•
|
Equity in earnings of WRB decreased 21 percent, mainly due to lower refining margins in the Central Corridor as a result of lower market crack spreads.
|
|
•
|
Equity in earnings of CPChem increased 14 percent, primarily driven by the absence of costs and interest associated with CPChem's early retirement of debt in 2012, improved realized margins, higher equity earnings from CPChem's equity affiliates and the absence of 2012 fixed asset impairments. These increases were partially offset by lower olefins and polyolefins sales volumes related to ethylene outages. In addition, increased turnaround and maintenance activity resulted in lower volumes and higher costs.
|
|
•
|
Lower earnings from DCP Midstream, mainly due to a decrease in NGL prices.
|
|
•
|
Lower earnings from Excel Paralubes, Merey Sweeny, L.P. (MSLP) and MRC, mainly due to lower margins.
|
|
•
|
The absence of earnings from Colonial Pipeline Company, which was sold in December 2011.
|
|
|
Year Ended December 31
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
Millions of Dollars
|
||||||||
|
Net Income (Loss) Attributable to Phillips 66
|
|
|
|
|
|
||||
|
Transportation
|
$
|
200
|
|
|
(210
|
)
|
|
1,779
|
|
|
DCP Midstream
|
210
|
|
|
179
|
|
|
287
|
|
|
|
NGL Operations and Other
|
59
|
|
|
84
|
|
|
83
|
|
|
|
Total Midstream
|
$
|
469
|
|
|
53
|
|
|
2,149
|
|
|
|
|
|
|
|
|
||||
|
|
Dollars Per Unit
|
||||||||
|
Weighted Average NGL Price*
|
|
|
|
|
|
||||
|
DCP Midstream (per barrel)
|
$
|
31.84
|
|
|
34.24
|
|
|
50.64
|
|
|
DCP Midstream (per gallon)
|
0.76
|
|
|
0.82
|
|
|
1.21
|
|
|
|
|
Thousands of Barrels Daily
|
|||||||
|
Transportation Volumes
|
|
|
|
|
|
|||
|
Pipelines*
|
3,167
|
|
|
2,898
|
|
|
2,981
|
|
|
Terminals
|
1,274
|
|
|
1,169
|
|
|
1,173
|
|
|
Operating Statistics
|
|
|
|
|
|
|||
|
NGL extracted**
|
213
|
|
|
201
|
|
|
192
|
|
|
NGL fractionated***
|
115
|
|
|
105
|
|
|
112
|
|
|
|
Year Ended December 31
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
Millions of Dollars
|
||||||||
|
|
|
|
|
|
|
||||
|
Net Income Attributable to Phillips 66
|
$
|
986
|
|
|
823
|
|
|
716
|
|
|
|
|
|
|
|
|
||||
|
|
Millions of Pounds
|
||||||||
|
CPChem Externally Marketed Sales Volumes
*
|
|
|
|
|
|
||||
|
Olefins and polyolefins
|
16,071
|
|
|
14,967
|
|
|
14,305
|
|
|
|
Specialties, aromatics and styrenics
|
6,230
|
|
|
6,719
|
|
|
6,704
|
|
|
|
|
22,301
|
|
|
21,686
|
|
|
21,009
|
|
|
|
*Represents 100 percent of CPChem's outside sales of produced petrochemical products, as well as commission sales from equity affiliates.
|
|||||||||
|
|
|
|
|
|
|
||||
|
Olefins and Polyolefins Capacity Utilization (percent)
|
88
|
%
|
|
93
|
|
|
94
|
|
|
|
•
|
Lower costs and interest associated with CPChem's 2012 early retirement of $1 billion of debt.
|
|
•
|
Improved polyethylene realized margins.
|
|
•
|
Higher equity earnings from CPChem's equity affiliates, reflecting increased volumes and margins.
|
|
•
|
Lower asset impairments.
|
|
|
Year Ended December 31
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
Millions of Dollars
|
||||||||
|
Net Income (Loss) Attributable to Phillips 66
|
|
|
|
|
|
||||
|
Atlantic Basin/Europe
|
$
|
42
|
|
|
565
|
|
|
(330
|
)
|
|
Gulf Coast
|
130
|
|
|
579
|
|
|
466
|
|
|
|
Central Corridor
|
1,484
|
|
|
2,263
|
|
|
1,439
|
|
|
|
Western/Pacific
|
45
|
|
|
(385
|
)
|
|
29
|
|
|
|
Other refining
|
150
|
|
|
195
|
|
|
(75
|
)
|
|
|
Worldwide
|
$
|
1,851
|
|
|
3,217
|
|
|
1,529
|
|
|
|
|
|
|
|
|
||||
|
|
Dollars Per Barrel
|
||||||||
|
Refining Margins
|
|
|
|
|
|
||||
|
Atlantic Basin/Europe
|
$
|
6.87
|
|
|
9.28
|
|
|
5.93
|
|
|
Gulf Coast
|
6.63
|
|
|
9.02
|
|
|
8.01
|
|
|
|
Central Corridor
|
18.62
|
|
|
26.37
|
|
|
19.87
|
|
|
|
Western/Pacific
|
8.20
|
|
|
11.04
|
|
|
9.13
|
|
|
|
Worldwide
|
10.10
|
|
|
13.59
|
|
|
9.79
|
|
|
|
|
|
|
|
|
|
||||
|
|
Thousands of Barrels Daily
|
||||||||
|
Operating Statistics
|
|
|
|
|
|
||||
|
Refining operations*
|
|
|
|
|
|
||||
|
Atlantic Basin/Europe
|
|
|
|
|
|
||||
|
Crude oil capacity
|
588
|
|
|
588
|
|
|
726
|
|
|
|
Crude oil processed
|
546
|
|
|
555
|
|
|
682
|
|
|
|
Capacity utilization (percent)
|
93
|
%
|
|
94
|
|
|
94
|
|
|
|
Refinery production
|
578
|
|
|
599
|
|
|
736
|
|
|
|
Gulf Coast
|
|
|
|
|
|
||||
|
Crude oil capacity
|
733
|
|
|
733
|
|
|
733
|
|
|
|
Crude oil processed
|
651
|
|
|
657
|
|
|
658
|
|
|
|
Capacity utilization (percent)
|
89
|
%
|
|
90
|
|
|
90
|
|
|
|
Refinery production
|
736
|
|
|
743
|
|
|
748
|
|
|
|
Central Corridor
|
|
|
|
|
|
||||
|
Crude oil capacity
|
477
|
|
|
470
|
|
|
471
|
|
|
|
Crude oil processed
|
472
|
|
|
454
|
|
|
433
|
|
|
|
Capacity utilization (percent)
|
99
|
%
|
|
97
|
|
|
92
|
|
|
|
Refinery production
|
489
|
|
|
471
|
|
|
448
|
|
|
|
Western/Pacific
|
|
|
|
|
|
||||
|
Crude oil capacity
|
440
|
|
|
439
|
|
|
435
|
|
|
|
Crude oil processed
|
410
|
|
|
398
|
|
|
393
|
|
|
|
Capacity utilization (percent)
|
93
|
%
|
|
91
|
|
|
91
|
|
|
|
Refinery production
|
445
|
|
|
419
|
|
|
419
|
|
|
|
Worldwide
|
|
|
|
|
|
||||
|
Crude oil capacity
|
2,238
|
|
|
2,230
|
|
|
2,365
|
|
|
|
Crude oil processed
|
2,079
|
|
|
2,064
|
|
|
2,166
|
|
|
|
Capacity utilization (percent)
|
93
|
%
|
|
93
|
|
|
92
|
|
|
|
Refinery production
|
2,248
|
|
|
2,232
|
|
|
2,351
|
|
|
|
*Includes our share of equity affiliates.
|
|
|
|
|
|
||||
|
|
Year Ended December 31
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
Millions of Dollars
|
||||||||
|
Net Income Attributable to Phillips 66
|
|
|
|
|
|
||||
|
Marketing and Other
|
$
|
673
|
|
|
263
|
|
|
401
|
|
|
Specialties
|
117
|
|
|
154
|
|
|
129
|
|
|
|
Total Marketing and Specialties
|
$
|
790
|
|
|
417
|
|
|
530
|
|
|
|
|
|
|
|
|
||||
|
|
Dollars Per Barrel
|
||||||||
|
Realized Marketing Fuel Margin*
|
|
|
|
|
|
||||
|
U.S.
|
$
|
1.21
|
|
|
0.87
|
|
|
0.74
|
|
|
International
|
4.36
|
|
|
4.17
|
|
|
4.26
|
|
|
|
*On third-party petroleum products sales.
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
Dollars Per Gallon
|
||||||||
|
U.S. Average Wholesale Prices*
|
|
|
|
|
|
||||
|
Gasoline
|
$
|
2.88
|
|
|
3.00
|
|
|
2.94
|
|
|
Distillates
|
3.10
|
|
|
3.19
|
|
|
3.12
|
|
|
|
*Excludes excise taxes.
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
Thousands of Barrels Daily
|
||||||||
|
Marketing Petroleum Products Sales
|
|
|
|
|
|
||||
|
Gasoline
|
1,174
|
|
|
1,101
|
|
|
1,204
|
|
|
|
Distillates
|
967
|
|
|
985
|
|
|
1,039
|
|
|
|
Other
|
17
|
|
|
17
|
|
|
18
|
|
|
|
|
2,158
|
|
|
2,103
|
|
|
2,261
|
|
|
|
|
Millions of Dollars
|
||||||||
|
|
Year Ended December 31
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Net Loss Attributable to Phillips 66
|
|
|
|
|
|
||||
|
Net interest expense
|
$
|
(166
|
)
|
|
(148
|
)
|
|
(11
|
)
|
|
Corporate general and administrative expenses
|
(145
|
)
|
|
(116
|
)
|
|
(76
|
)
|
|
|
Technology
|
(50
|
)
|
|
(49
|
)
|
|
(53
|
)
|
|
|
Repositioning costs
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
|
Other
|
(70
|
)
|
|
(66
|
)
|
|
(52
|
)
|
|
|
Total Corporate and Other
|
$
|
(431
|
)
|
|
(434
|
)
|
|
(192
|
)
|
|
|
Millions of Dollars
|
||||||||
|
|
Year Ended December 31
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Net Income Attributable to Phillips 66
|
|
|
|
|
|
||||
|
Discontinued operations
|
$
|
61
|
|
|
48
|
|
|
43
|
|
|
|
Millions of Dollars
Except as Indicated
|
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net cash provided by operating activities
|
$
|
6,027
|
|
|
4,296
|
|
|
5,006
|
|
|
|
Short-term debt
|
24
|
|
|
13
|
|
|
30
|
|
|
|
|
Total debt
|
6,155
|
|
|
6,974
|
|
|
391
|
|
|
|
|
Total equity
|
22,392
|
|
|
20,806
|
|
|
23,293
|
|
|
|
|
Percent of total debt to capital*
|
22
|
%
|
|
25
|
|
|
2
|
|
|
|
|
Percent of floating-rate debt to total debt
|
1
|
%
|
|
15
|
|
|
13
|
|
|
|
|
*Capital includes total debt and total equity.
|
|
|||||||||
|
|
Millions of Dollars
|
||||||||||||||
|
|
Payments Due by Period
|
||||||||||||||
|
|
Total
|
|
|
Up to
1 Year
|
|
|
Years
2-3
|
|
|
Years
4-5
|
|
|
After
5 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Debt obligations (a)
|
$
|
5,956
|
|
|
12
|
|
|
830
|
|
|
1,545
|
|
|
3,569
|
|
|
Capital lease obligations
|
199
|
|
|
12
|
|
|
16
|
|
|
17
|
|
|
154
|
|
|
|
Total debt
|
6,155
|
|
|
24
|
|
|
846
|
|
|
1,562
|
|
|
3,723
|
|
|
|
Interest on debt
|
3,838
|
|
|
249
|
|
|
468
|
|
|
382
|
|
|
2,739
|
|
|
|
Operating lease obligations
|
2,045
|
|
|
522
|
|
|
726
|
|
|
442
|
|
|
355
|
|
|
|
Purchase obligations (b)
|
123,189
|
|
|
39,923
|
|
|
17,824
|
|
|
10,983
|
|
|
54,459
|
|
|
|
Other long-term liabilities (c)
|
|
|
|
|
|
|
|
|
|
||||||
|
Asset retirement obligations
|
309
|
|
|
8
|
|
|
13
|
|
|
12
|
|
|
276
|
|
|
|
Accrued environmental costs
|
492
|
|
|
93
|
|
|
114
|
|
|
59
|
|
|
226
|
|
|
|
Unrecognized tax benefits (d)
|
3
|
|
|
3
|
|
|
(d)
|
|
|
(d)
|
|
|
(d)
|
|
|
|
Total
|
$
|
136,031
|
|
|
40,822
|
|
|
19,991
|
|
|
13,440
|
|
|
61,778
|
|
|
(a)
|
For additional information, see
Note 12—Debt
, in the Notes to Consolidated Financial Statements.
|
|
(b)
|
Represents any agreement to purchase goods or services that is enforceable and legally binding and that specifies all significant terms. We expect these purchase obligations will be fulfilled by operating cash flows in the applicable maturity period. The majority of the purchase obligations are market-based contracts, including exchanges and futures, for the purchase of products such as crude oil and unfractionated NGL. The products are mostly used to supply our refineries and fractionators, optimize the supply chain, and resell to customers. Product purchase commitments with third parties totaled $66,614 million. In addition, $39,759 million are product purchases from CPChem, mostly for natural gas and NGL over the remaining contractual term of 86 years, and $6,792 million from Excel Paralubes, for base oil over the remaining contractual term of 11 years.
|
|
(c)
|
Excludes pensions. For the 2014 through 2018 time period, we expect to contribute an average of $180 million per year to our qualified and nonqualified pension and other postretirement benefit plans in the United States and an average of $60 million per year to our non-U.S. plans, which are expected to be in excess of required minimums in many cases. The U.S. five-year average consists of $175 million for 2014 and then approximately $185 million per year for the remaining four years. Our minimum funding in 2014 is expected to be $175 million in the United States and $60 million outside the United States.
|
|
(d)
|
Excludes unrecognized tax benefits of $199 million because the ultimate disposition and timing of any payments to be made with regard to such amounts are not reasonably estimable or the amounts relate to potential refunds. Also excludes interest and penalties of $18 million. Although unrecognized tax benefits are not a contractual obligation, they are presented in this table because they represent potential demands on our liquidity.
|
|
|
Millions of Dollars
|
|||||||||||
|
|
2014
Budget
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Capital Expenditures and Investments
|
|
|
|
|
|
|
|
|||||
|
Midstream*
|
$
|
1,417
|
|
|
528
|
|
|
704
|
|
|
122
|
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Refining
|
1,002
|
|
|
889
|
|
|
738
|
|
|
771
|
|
|
|
Marketing and Specialties
|
126
|
|
|
226
|
|
|
119
|
|
|
106
|
|
|
|
Corporate and Other
|
136
|
|
|
136
|
|
|
140
|
|
|
17
|
|
|
|
Total consolidated from continuing operations
|
$
|
2,681
|
|
|
1,779
|
|
|
1,701
|
|
|
1,016
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Discontinued operations
|
$
|
15
|
|
|
27
|
|
|
20
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Selected Equity Affiliates**
|
|
|
|
|
|
|
|
|||||
|
DCP Midstream*
|
$
|
750
|
|
|
971
|
|
|
1,324
|
|
|
779
|
|
|
CPChem
|
1,046
|
|
|
613
|
|
|
371
|
|
|
222
|
|
|
|
WRB
|
145
|
|
|
109
|
|
|
136
|
|
|
414
|
|
|
|
|
$
|
1,941
|
|
|
1,693
|
|
|
1,831
|
|
|
1,415
|
|
|
•
|
Installation of facilities to reduce nitrous oxide emissions from the crude furnace and installation of a new high-efficiency vacuum furnace at Bayway Refinery.
|
|
•
|
Completion of gasoline benzene reduction projects at the Alliance, Bayway, and Ponca City refineries.
|
|
•
|
Installation of new coke drums at the Billings Refinery.
|
|
•
|
Installation of a new waste heat boiler at the Bayway Refinery to reduce carbon monoxide emissions while providing steam production.
|
|
•
|
Installation of facilities to reduce nitrous oxide emissions from the fluid catalytic cracker at the Alliance Refinery.
|
|
•
|
Installation of new coke drums at the Ponca City Refinery.
|
|
•
|
Installation of a tail gas treating unit at the Humber Refinery to reduce emissions from the sulfur recovery units.
|
|
•
|
Installation of rail racks to accept advantaged crude deliveries at the Bayway and Ferndale refineries.
|
|
•
|
U.S. Federal Clean Air Act, which governs air emissions.
|
|
•
|
U.S. Federal Clean Water Act, which governs discharges to water bodies.
|
|
•
|
European Union Regulation for Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), which governs the manufacture, placing on the market or use of chemicals.
|
|
•
|
U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), which imposes liability on generators, transporters and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur.
|
|
•
|
U.S. Federal Resource Conservation and Recovery Act (RCRA), which governs the treatment, storage and disposal of solid waste.
|
|
•
|
U.S. Federal Emergency Planning and Community Right-to-Know Act (EPCRA), which requires facilities to report toxic chemical inventories to local emergency planning committees and response departments.
|
|
•
|
U.S. Federal Safe Drinking Water Act, which governs the disposal of wastewater in underground injection wells.
|
|
•
|
U.S. Federal Oil Pollution Act of 1990 (OPA90), under which owners and operators of onshore facilities and pipelines, lessees or permittees of an area in which an offshore facility is located, and owners and operators of vessels are liable for removal costs and damages that result from a discharge of oil into navigable waters of the United States.
|
|
•
|
European Union Trading Directive resulting in the European Emissions Trading Scheme, which uses a market-based mechanism to incentivize the reduction of greenhouse gas emissions.
|
|
•
|
European Emissions Trading Scheme (ETS), the program through which many of the European Union (EU) member states are implementing the Kyoto Protocol.
|
|
•
|
California’s Global Warming Solutions Act, which requires the California Air Resources Board to develop regulations and market mechanisms that will target reduction of California’s GHG emissions by 25 percent by 2020.
|
|
•
|
The U.S. Supreme Court decision in
Massachusetts v. EPA
, 549 U.S. 497, 127 S. Ct. 1438 (2007), confirming that the EPA has the authority to regulate carbon dioxide as an “air pollutant” under the Federal Clean Air Act.
|
|
•
|
The EPA’s announcement on March 29, 2010 (published as “Interpretation of Regulations that Determine Pollutants Covered by Clean Air Act Permitting Programs,” 75 Fed. Reg. 17004 (April 2, 2010)), and the EPA’s and U.S. Department of Transportation’s joint promulgation of a Final Rule on April 1, 2010, that triggers regulation of GHGs under the Clean Air Act. These collectively may lead to more climate-based claims for damages, and may result in longer agency review time for development projects to determine the extent of potential climate change. Challenges to both the announcement and rulemaking were denied by the Court of Appeals for the D.C. Circuit (see
Coalition for Responsible Regulation v. EPA,
684 F.3d 102 (D.C. Cir. 2012)), but are now pending before the U.S. Supreme Court.
|
|
•
|
Carbon taxes in certain jurisdictions.
|
|
•
|
GHG emission cap and trade programs in certain jurisdictions.
|
|
•
|
Whether and to what extent legislation or regulation is enacted.
|
|
•
|
The nature of the legislation or regulation (such as a cap and trade system or a tax on emissions).
|
|
•
|
The GHG reductions required.
|
|
•
|
The price and availability of offsets.
|
|
•
|
The amount and allocation of allowances.
|
|
•
|
Technological and scientific developments leading to new products or services.
|
|
•
|
Any potential significant physical effects of climate change (such as increased severe weather events, changes in sea levels and changes in temperature).
|
|
•
|
Whether, and the extent to which, increased compliance costs are ultimately reflected in the prices of our products and services.
|
|
•
|
Balance physical systems. In addition to cash settlement prior to contract expiration, exchange-traded futures contracts also may be settled by physical delivery of the commodity, providing another source of supply to meet our refinery requirements or marketing demand.
|
|
•
|
Meet customer needs. Consistent with our policy to generally remain exposed to market prices, we use swap contracts to convert fixed-price sales contracts, which are often requested by refined product consumers, to a floating-market price.
|
|
•
|
Manage the risk to our cash flows from price exposures on specific crude oil, refined product, natural gas, and electric power transactions.
|
|
•
|
Enable us to 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. Derivatives may be utilized to optimize these activities.
|
|
|
Millions of Dollars Except as Indicated
|
|||||||||||||
|
Expected Maturity Date
|
|
Fixed Rate Maturity
|
|
|
Average Interest Rate
|
|
|
Floating Rate Maturity
|
|
|
Average Interest Rate
|
|
||
|
Year-End 2013
|
|
|
|
|
|
|
|
|
|
|
||||
|
2014
|
|
$
|
13
|
|
|
7.00
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
2015
|
|
|
815
|
|
|
2.04
|
|
|
|
—
|
|
|
—
|
|
|
2016
|
|
|
15
|
|
|
7.00
|
|
|
|
—
|
|
|
—
|
|
|
2017
|
|
|
1,516
|
|
|
2.99
|
|
|
|
—
|
|
|
—
|
|
|
2018
|
|
|
17
|
|
|
7.00
|
|
|
|
13
|
|
|
0.05
|
|
|
Remaining years
|
|
|
3,535
|
|
|
5.00
|
|
|
|
37
|
|
|
0.05
|
|
|
Total
|
|
$
|
5,911
|
|
|
|
|
$
|
50
|
|
|
|
||
|
Fair value
|
|
$
|
6,168
|
|
|
|
|
$
|
50
|
|
|
|
||
|
|
Millions of Dollars Except as Indicated
|
|||||||||||||
|
Expected Maturity Date
|
|
Fixed Rate Maturity
|
|
|
Average Interest Rate
|
|
|
Floating Rate Maturity
|
|
|
Average Interest Rate
|
|
||
|
Year-End 2012
|
|
|
|
|
|
|
|
|
|
|
||||
|
2013
|
|
$
|
12
|
|
|
7.00
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
2014
|
|
|
14
|
|
|
7.00
|
|
|
|
286
|
|
|
1.47
|
|
|
2015
|
|
|
814
|
|
|
2.04
|
|
|
|
714
|
|
|
1.47
|
|
|
2016
|
|
|
15
|
|
|
7.00
|
|
|
|
—
|
|
|
—
|
|
|
2017
|
|
|
1,516
|
|
|
2.99
|
|
|
|
—
|
|
|
—
|
|
|
Remaining years
|
|
|
3,552
|
|
|
5.00
|
|
|
|
50
|
|
|
0.24
|
|
|
Total
|
|
$
|
5,923
|
|
|
|
|
$
|
1,050
|
|
|
|
||
|
Fair value
|
|
$
|
6,508
|
|
|
|
|
$
|
1,050
|
|
|
|
||
|
•
|
Fluctuations in NGL, crude oil and natural gas prices and petrochemical and refining margins.
|
|
•
|
Failure of new products and services to achieve market acceptance.
|
|
•
|
Unexpected changes in costs or technical requirements for constructing, modifying or operating our facilities or transporting our products.
|
|
•
|
Unexpected technological or commercial difficulties in manufacturing, refining or transporting our products, including chemicals products.
|
|
•
|
Lack of, or disruptions in, adequate and reliable transportation for our NGL, crude oil, natural gas and refined products.
|
|
•
|
The level and success of natural gas drilling around DCP Midstream’s assets, the level and quality of gas production volumes around its assets and its ability to connect supplies to its gathering and processing systems in light of competition.
|
|
•
|
Inability to timely obtain or maintain permits, including those necessary for capital projects; comply with government regulations; or make capital expenditures required to maintain compliance.
|
|
•
|
Failure to complete definitive agreements and feasibility studies for, and to timely complete construction of, announced and future capital projects.
|
|
•
|
Potential disruption or interruption of our operations due to accidents, weather events, civil unrest, political events, terrorism or cyber attacks.
|
|
•
|
International monetary conditions and exchange controls.
|
|
•
|
Substantial investment or reduced demand for products as a result of existing or future environmental rules and regulations.
|
|
•
|
Liability resulting from litigation or for remedial actions, including removal and reclamation obligations under environmental regulations.
|
|
•
|
General domestic and international economic and political developments including: armed hostilities; expropriation of assets; changes in governmental policies relating to NGL, crude oil, natural gas or refined product pricing, regulation or taxation; and other political, economic or diplomatic developments.
|
|
•
|
Changes in tax, environmental and other laws and regulations (including alternative energy mandates) applicable to our business.
|
|
•
|
Limited access to capital or significantly higher cost of capital related to changes to our credit profile or illiquidity or uncertainty in the domestic or international financial markets.
|
|
•
|
The operation, financing and distribution decisions of our joint ventures.
|
|
•
|
Domestic and foreign supplies of crude oil and other feedstocks.
|
|
•
|
Domestic and foreign supplies of petrochemicals and refined products, such as gasoline, diesel, jet fuel and home heating oil.
|
|
•
|
Governmental policies relating to exports of crude oil and natural gas.
|
|
•
|
Overcapacity or under capacity in the midstream, chemicals and refining industries.
|
|
•
|
Fluctuations in consumer demand for refined products.
|
|
•
|
The factors generally described in Item 1A.—Risk Factors in this report.
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Greg C. Garland
|
|
/s/ Greg G. Maxwell
|
|
|
|
|
|
Greg C. Garland
|
|
Greg G. Maxwell
|
|
Chairman, President and
|
|
Executive Vice President, Finance
|
|
Chief Executive Officer
|
|
and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 21, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phillips 66
|
|
|
Millions of Dollars
|
||||||||
|
Years Ended December 31
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||
|
Sales and other operating revenues*
|
$
|
171,596
|
|
|
179,290
|
|
|
195,931
|
|
|
Equity in earnings of affiliates
|
3,073
|
|
|
3,134
|
|
|
2,843
|
|
|
|
Net gain on dispositions
|
55
|
|
|
193
|
|
|
1,638
|
|
|
|
Other income
|
85
|
|
|
135
|
|
|
45
|
|
|
|
Total Revenues and Other Income
|
174,809
|
|
|
182,752
|
|
|
200,457
|
|
|
|
|
|
|
|
|
|
||||
|
Costs and Expenses
|
|
|
|
|
|
||||
|
Purchased crude oil and products
|
148,245
|
|
|
154,413
|
|
|
172,768
|
|
|
|
Operating expenses
|
4,206
|
|
|
4,033
|
|
|
4,071
|
|
|
|
Selling, general and administrative expenses
|
1,478
|
|
|
1,703
|
|
|
1,394
|
|
|
|
Depreciation and amortization
|
947
|
|
|
906
|
|
|
902
|
|
|
|
Impairments
|
29
|
|
|
1,158
|
|
|
472
|
|
|
|
Taxes other than income taxes*
|
14,119
|
|
|
13,740
|
|
|
14,287
|
|
|
|
Accretion on discounted liabilities
|
24
|
|
|
25
|
|
|
21
|
|
|
|
Interest and debt expense
|
275
|
|
|
246
|
|
|
17
|
|
|
|
Foreign currency transaction gains
|
(40
|
)
|
|
(28
|
)
|
|
(34
|
)
|
|
|
Total Costs and Expenses
|
169,283
|
|
|
176,196
|
|
|
193,898
|
|
|
|
Income from continuing operations before income taxes
|
5,526
|
|
|
6,556
|
|
|
6,559
|
|
|
|
Provision for income taxes
|
1,844
|
|
|
2,473
|
|
|
1,822
|
|
|
|
Income from Continuing Operations
|
3,682
|
|
|
4,083
|
|
|
4,737
|
|
|
|
Income from discontinued operations**
|
61
|
|
|
48
|
|
|
43
|
|
|
|
Net income
|
3,743
|
|
|
4,131
|
|
|
4,780
|
|
|
|
Less: net income attributable to noncontrolling interests
|
17
|
|
|
7
|
|
|
5
|
|
|
|
Net Income Attributable to Phillips 66
|
$
|
3,726
|
|
|
4,124
|
|
|
4,775
|
|
|
|
|
|
|
|
|
||||
|
Amounts Attributable to Phillips 66 Common Stockholders:
|
|
|
|
|
|
||||
|
Income from continuing operations
|
$
|
3,665
|
|
|
4,076
|
|
|
4,732
|
|
|
Income from discontinued operations
|
61
|
|
|
48
|
|
|
43
|
|
|
|
Net Income Attributable to Phillips 66
|
$
|
3,726
|
|
|
4,124
|
|
|
4,775
|
|
|
|
|
|
|
|
|
||||
|
Net Income Attributable to Phillips 66 Per Share of Common Stock
(dollars)
***
|
|
|
|
|
|
||||
|
Basic
|
|
|
|
|
|
||||
|
Continuing operations
|
$
|
5.97
|
|
|
6.47
|
|
|
7.54
|
|
|
Discontinued operations
|
0.10
|
|
|
0.08
|
|
|
0.07
|
|
|
|
Net Income Attributable to Phillips 66 Per Share of Common Stock
|
$
|
6.07
|
|
|
6.55
|
|
|
7.61
|
|
|
Diluted
|
|
|
|
|
|
||||
|
Continuing operations
|
$
|
5.92
|
|
|
6.40
|
|
|
7.45
|
|
|
Discontinued operations
|
0.10
|
|
|
0.08
|
|
|
0.07
|
|
|
|
Net Income Attributable to Phillips 66 Per Share of Common Stock
|
$
|
6.02
|
|
|
6.48
|
|
|
7.52
|
|
|
|
|
|
|
|
|
||||
|
Dividends Paid Per Share of Common Stock
(dollars)
|
$
|
1.3275
|
|
|
0.4500
|
|
|
—
|
|
|
|
|
|
|
|
|
||||
|
Average Common Shares Outstanding
(in thousands)
***
|
|
|
|
|
|
||||
|
Basic
|
612,918
|
|
|
628,835
|
|
|
627,628
|
|
|
|
Diluted
|
618,989
|
|
|
636,764
|
|
|
634,645
|
|
|
|
*Includes excise taxes on petroleum product sales:
|
$
|
13,866
|
|
|
13,371
|
|
|
13,955
|
|
|
**Net of provision for income taxes on discontinued operations:
|
$
|
34
|
|
|
27
|
|
|
22
|
|
|
***See Note 11—Earnings Per Share.
|
|
|
|
|
|
||||
|
Prior period amounts have been recast to reflect discontinued operations.
|
|
|
|
|
|
||||
|
See Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
||
|
Consolidated Statement of Comprehensive Income
|
Phillips 66
|
|
|||||||
|
|
|
||||||||
|
|
Millions of Dollars
|
||||||||
|
Years Ended December 31
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Net Income
|
$
|
3,743
|
|
|
4,131
|
|
|
4,780
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||
|
Defined benefit plans
|
|
|
|
|
|
||||
|
Prior service cost/credit:
|
|
|
|
|
|
||||
|
Prior service credit arising during the period
|
—
|
|
|
18
|
|
|
—
|
|
|
|
Amortization to net income of prior service cost
|
—
|
|
|
1
|
|
|
—
|
|
|
|
Actuarial gain/loss:
|
|
|
|
|
|
||||
|
Actuarial gain (loss) arising during the period
|
401
|
|
|
(152
|
)
|
|
(8
|
)
|
|
|
Amortization to net income of net actuarial loss
|
96
|
|
|
55
|
|
|
3
|
|
|
|
Plans sponsored by equity affiliates
|
88
|
|
|
(33
|
)
|
|
(41
|
)
|
|
|
Income taxes on defined benefit plans
|
(211
|
)
|
|
18
|
|
|
17
|
|
|
|
Defined benefit plans, net of tax
|
374
|
|
|
(93
|
)
|
|
(29
|
)
|
|
|
Foreign currency translation adjustments
|
(21
|
)
|
|
148
|
|
|
28
|
|
|
|
Income taxes on foreign currency translation adjustments
|
(2
|
)
|
|
48
|
|
|
(92
|
)
|
|
|
Foreign currency translation adjustments, net of tax
|
(23
|
)
|
|
196
|
|
|
(64
|
)
|
|
|
Hedging activities by equity affiliates
|
1
|
|
|
1
|
|
|
2
|
|
|
|
Income taxes on hedging activities by equity affiliates
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
|
Hedging activities by equity affiliates, net of tax
|
—
|
|
|
1
|
|
|
1
|
|
|
|
Other Comprehensive Income (Loss), Net of Tax
|
351
|
|
|
104
|
|
|
(92
|
)
|
|
|
Comprehensive Income
|
4,094
|
|
|
4,235
|
|
|
4,688
|
|
|
|
Less: comprehensive income attributable to noncontrolling interests
|
17
|
|
|
7
|
|
|
5
|
|
|
|
Comprehensive Income Attributable to Phillips 66
|
$
|
4,077
|
|
|
4,228
|
|
|
4,683
|
|
|
See Notes to Consolidated Financial Statements.
|
|||||||||
|
|
Phillips 66
|
|
||||
|
|
|
|||||
|
|
Millions of Dollars
|
|||||
|
At December 31
|
2013
|
|
|
2012
|
|
|
|
Assets
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
5,400
|
|
|
3,474
|
|
|
Accounts and notes receivable (net of allowance of $47 million in 2013
and $50 million in 2012)
|
7,900
|
|
|
8,593
|
|
|
|
Accounts and notes receivable—related parties
|
1,732
|
|
|
1,810
|
|
|
|
Inventories
|
3,354
|
|
|
3,430
|
|
|
|
Prepaid expenses and other current assets
|
851
|
|
|
655
|
|
|
|
Total Current Assets
|
19,237
|
|
|
17,962
|
|
|
|
Investments and long-term receivables
|
11,220
|
|
|
10,471
|
|
|
|
Net properties, plants and equipment
|
15,398
|
|
|
15,407
|
|
|
|
Goodwill
|
3,096
|
|
|
3,344
|
|
|
|
Intangibles
|
698
|
|
|
724
|
|
|
|
Other assets
|
149
|
|
|
165
|
|
|
|
Total Assets
|
$
|
49,798
|
|
|
48,073
|
|
|
|
|
|
|
|||
|
Liabilities
|
|
|
|
|||
|
Accounts payable
|
$
|
9,948
|
|
|
9,731
|
|
|
Accounts payable—related parties
|
1,142
|
|
|
979
|
|
|
|
Short-term debt
|
24
|
|
|
13
|
|
|
|
Accrued income and other taxes
|
872
|
|
|
901
|
|
|
|
Employee benefit obligations
|
476
|
|
|
441
|
|
|
|
Other accruals
|
469
|
|
|
417
|
|
|
|
Total Current Liabilities
|
12,931
|
|
|
12,482
|
|
|
|
Long-term debt
|
6,131
|
|
|
6,961
|
|
|
|
Asset retirement obligations and accrued environmental costs
|
700
|
|
|
740
|
|
|
|
Deferred income taxes
|
6,125
|
|
|
5,444
|
|
|
|
Employee benefit obligations
|
921
|
|
|
1,325
|
|
|
|
Other liabilities and deferred credits
|
598
|
|
|
315
|
|
|
|
Total Liabilities
|
27,406
|
|
|
27,267
|
|
|
|
|
|
|
|
|||
|
Equity
|
|
|
|
|||
|
Common stock (2,500,000,000 shares authorized at $.01 par value)
Issued (2013—634,285,955 shares; 2012—631,149,613 shares)
|
|
|
|
|||
|
Par value
|
6
|
|
|
6
|
|
|
|
Capital in excess of par
|
18,887
|
|
|
18,726
|
|
|
|
Treasury stock (at cost: 2013—44,106,380 shares; 2012—7,603,896 shares)
|
(2,602
|
)
|
|
(356
|
)
|
|
|
Retained earnings
|
5,622
|
|
|
2,713
|
|
|
|
Accumulated other comprehensive income (loss)
|
37
|
|
|
(314
|
)
|
|
|
Total Stockholders' Equity
|
21,950
|
|
|
20,775
|
|
|
|
Noncontrolling interests
|
442
|
|
|
31
|
|
|
|
Total Equity
|
22,392
|
|
|
20,806
|
|
|
|
Total Liabilities and Equity
|
$
|
49,798
|
|
|
48,073
|
|
|
See Notes to Consolidated Financial Statements.
|
|
|
|
|||
|
|
Phillips 66
|
|
|||||||
|
|
|
||||||||
|
|
Millions of Dollars
|
||||||||
|
Years Ended December 31
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||
|
Net income
|
$
|
3,743
|
|
|
4,131
|
|
|
4,780
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||
|
Depreciation and amortization
|
947
|
|
|
906
|
|
|
902
|
|
|
|
Impairments
|
29
|
|
|
1,158
|
|
|
472
|
|
|
|
Accretion on discounted liabilities
|
24
|
|
|
25
|
|
|
21
|
|
|
|
Deferred taxes
|
594
|
|
|
221
|
|
|
929
|
|
|
|
Undistributed equity earnings
|
(354
|
)
|
|
(872
|
)
|
|
(951
|
)
|
|
|
Net gain on dispositions
|
(55
|
)
|
|
(193
|
)
|
|
(1,638
|
)
|
|
|
Income from discontinued operations
|
(61
|
)
|
|
(48
|
)
|
|
(43
|
)
|
|
|
Other
|
195
|
|
|
71
|
|
|
167
|
|
|
|
Working capital adjustments
|
|
|
|
|
|
||||
|
Decrease (increase) in accounts and notes receivable
|
481
|
|
|
(132
|
)
|
|
(189
|
)
|
|
|
Decrease (increase) in inventories
|
38
|
|
|
60
|
|
|
620
|
|
|
|
Decrease (increase) in prepaid expenses and other current assets
|
20
|
|
|
(48
|
)
|
|
28
|
|
|
|
Increase (decrease) in accounts payable
|
360
|
|
|
(985
|
)
|
|
55
|
|
|
|
Increase (decrease) in taxes and other accruals
|
(19
|
)
|
|
(35
|
)
|
|
(200
|
)
|
|
|
Net cash provided by continuing operating activities
|
5,942
|
|
|
4,259
|
|
|
4,953
|
|
|
|
Net cash provided by discontinued operations
|
85
|
|
|
37
|
|
|
53
|
|
|
|
Net Cash Provided by Operating Activities
|
6,027
|
|
|
4,296
|
|
|
5,006
|
|
|
|
|
|
|
|
|
|
||||
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||||
|
Capital expenditures and investments
|
(1,779
|
)
|
|
(1,701
|
)
|
|
(1,016
|
)
|
|
|
Proceeds from asset dispositions
|
1,214
|
|
|
286
|
|
|
2,627
|
|
|
|
Advances/loans—related parties
|
(65
|
)
|
|
(100
|
)
|
|
—
|
|
|
|
Collection of advances/loans—related parties
|
165
|
|
|
—
|
|
|
550
|
|
|
|
Other
|
48
|
|
|
—
|
|
|
337
|
|
|
|
Net cash provided by (used in) continuing investing activities
|
(417
|
)
|
|
(1,515
|
)
|
|
2,498
|
|
|
|
Net cash used in discontinued operations
|
(27
|
)
|
|
(20
|
)
|
|
(6
|
)
|
|
|
Net Cash Provided by (Used in) Investing Activities
|
(444
|
)
|
|
(1,535
|
)
|
|
2,492
|
|
|
|
|
|
|
|
|
|
||||
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||||
|
Distributions to ConocoPhillips
|
—
|
|
|
(5,255
|
)
|
|
(7,471
|
)
|
|
|
Issuance of debt
|
—
|
|
|
7,794
|
|
|
—
|
|
|
|
Repayment of debt
|
(1,020
|
)
|
|
(1,210
|
)
|
|
(26
|
)
|
|
|
Issuance of common stock
|
6
|
|
|
47
|
|
|
—
|
|
|
|
Repurchase of common stock
|
(2,246
|
)
|
|
(356
|
)
|
|
—
|
|
|
|
Dividends paid on common stock
|
(807
|
)
|
|
(282
|
)
|
|
—
|
|
|
|
Distributions to noncontrolling interests
|
(10
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
|
Net proceeds from issuance of Phillips 66 Partners LP common units
|
404
|
|
|
—
|
|
|
—
|
|
|
|
Other
|
(6
|
)
|
|
(34
|
)
|
|
—
|
|
|
|
Net cash provided by (used in) continuing financing activities
|
(3,679
|
)
|
|
699
|
|
|
(7,498
|
)
|
|
|
Net cash provided by (used in) discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Net Cash Provided by (Used in) Financing Activities
|
(3,679
|
)
|
|
699
|
|
|
(7,498
|
)
|
|
|
|
|
|
|
|
|
||||
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
22
|
|
|
14
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
Net Change in Cash and Cash Equivalents
|
1,926
|
|
|
3,474
|
|
|
—
|
|
|
|
Cash and cash equivalents at beginning of year
|
3,474
|
|
|
—
|
|
|
—
|
|
|
|
Cash and Cash Equivalents at End of Year
|
$
|
5,400
|
|
|
3,474
|
|
|
—
|
|
|
Prior period amounts have been recast to reflect discontinued operations.
|
|
|
|
|
|
||||
|
See Notes to Consolidated Financial Statements.
|
|
|
|
|
|
||||
|
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
|
|
Net Parent
Company
Investment
|
|
Accum. Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
December 31, 2010
|
$
|
—
|
|
—
|
|
—
|
|
—
|
|
25,787
|
|
214
|
|
25
|
|
26,026
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
4,775
|
|
—
|
|
5
|
|
4,780
|
|
|
|
Net transfers to ConocoPhillips
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,420
|
)
|
—
|
|
—
|
|
(7,420
|
)
|
|
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(92
|
)
|
—
|
|
(92
|
)
|
|
|
Distributions to noncontrolling interests and other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
|
|
December 31, 2011
|
—
|
|
—
|
|
—
|
|
—
|
|
23,142
|
|
122
|
|
29
|
|
23,293
|
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
2,999
|
|
1,125
|
|
—
|
|
7
|
|
4,131
|
|
|
|
Net transfers to/from ConocoPhillips
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,707
|
)
|
(540
|
)
|
—
|
|
(6,247
|
)
|
|
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
104
|
|
—
|
|
104
|
|
|
|
Reclassification of net parent company investment to capital in excess of par
|
—
|
|
18,560
|
|
—
|
|
—
|
|
(18,560
|
)
|
—
|
|
—
|
|
—
|
|
|
|
Issuance of common stock at the Separation
|
6
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Cash dividends paid on common stock
|
—
|
|
—
|
|
—
|
|
(282
|
)
|
—
|
|
—
|
|
—
|
|
(282
|
)
|
|
|
Repurchase of common stock
|
—
|
|
—
|
|
(356
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(356
|
)
|
|
|
Benefit plan activity
|
—
|
|
172
|
|
—
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
168
|
|
|
|
Distributions to noncontrolling interests and other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
(5
|
)
|
|
|
December 31, 2012
|
6
|
|
18,726
|
|
(356
|
)
|
2,713
|
|
—
|
|
(314
|
)
|
31
|
|
20,806
|
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
3,726
|
|
—
|
|
—
|
|
17
|
|
3,743
|
|
|
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
351
|
|
—
|
|
351
|
|
|
|
Cash dividends paid on common stock
|
—
|
|
—
|
|
—
|
|
(807
|
)
|
—
|
|
—
|
|
—
|
|
(807
|
)
|
|
|
Repurchase of common stock
|
—
|
|
—
|
|
(2,246
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,246
|
)
|
|
|
Benefit plan activity
|
—
|
|
164
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
—
|
|
154
|
|
|
|
Issuance of Phillips 66 Partners LP common units
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
404
|
|
404
|
|
|
|
Distributions to noncontrolling interests and other
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(10
|
)
|
(13
|
)
|
|
|
December 31, 2013
|
$
|
6
|
|
18,887
|
|
(2,602
|
)
|
5,622
|
|
—
|
|
37
|
|
442
|
|
22,392
|
|
|
|
|
|
Shares in Thousands
|
|||
|
|
|
|
Common Stock Issued
|
|
Treasury Stock
|
|
|
December 31, 2011
|
|
|
—
|
|
—
|
|
|
Issuance of common stock at the Separation
|
|
|
625,272
|
|
—
|
|
|
Repurchase of common stock
|
|
|
—
|
|
7,604
|
|
|
Shares issued—share-based compensation
|
|
|
5,878
|
|
—
|
|
|
December 31, 2012
|
|
|
631,150
|
|
7,604
|
|
|
Repurchase of common stock
|
|
|
—
|
|
36,502
|
|
|
Shares issued—share-based compensation
|
|
|
3,136
|
|
—
|
|
|
December 31, 2013
|
|
|
634,286
|
|
44,106
|
|
|
See Notes to Consolidated Financial Statements.
|
||||||
|
Notes to Consolidated Financial Statements
|
Phillips 66
|
|
•
|
Our consolidated statements of income, comprehensive income, cash flows and changes in equity for the year ended
December 31, 2013
, consist entirely of the consolidated results of Phillips 66. Our consolidated statements of income, comprehensive income, cash flows and changes in equity for the year ended December 31, 2012, consist of the consolidated results of Phillips 66 for the eight months ended December 31, 2012, and of the combined results of the downstream businesses for the four months ended April 30, 2012. Our consolidated statements of income, comprehensive income, cash flows and changes in equity for the year ended December 31, 2011, consist entirely of the combined results of the downstream businesses.
|
|
•
|
Our consolidated balance sheet at
December 31, 2013
and 2012, consists of the consolidated balances of Phillips 66.
|
|
•
|
We disaggregated the former Refining and Marketing (R&M) segment into
two
separate operating segments titled "Refining" and "Marketing and Specialties."
|
|
•
|
We moved our Transportation and power businesses from the former R&M segment to the Midstream and Marketing and Specialties (M&S) segments, respectively.
|
|
▪
|
Consolidation Principles and Investments
—Our consolidated financial statements include the accounts of majority-owned, controlled subsidiaries and variable interest entities where we are the primary beneficiary. The equity method is used to account for investments in affiliates in which we have the ability to exert significant influence over the affiliates’ operating and financial policies. When we do not have the ability to exert significant influence, the investment is either classified as available-for-sale if fair value is readily determinable, or the cost method is used if fair value is not readily determinable. Undivided interests in pipelines, natural gas plants and terminals are consolidated on a proportionate basis. Other securities and investments are generally carried at cost.
|
|
▪
|
Recasted Financial Information
—Certain prior period financial information has been recasted to reflect the current year's presentation, including realignment of our operating segments, as well as the movement of Phillips Specialty Products Inc. (PSPI) to discontinued operations. See
Note 5—Assets Held for Sale or Sold
for additional information.
|
|
▪
|
Foreign Currency Translation
—Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income in stockholders' equity. Foreign currency transaction gains and losses are included in current earnings. Most of our foreign operations use their local currency as the functional currency.
|
|
▪
|
Use of Estimates
—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from these estimates.
|
|
▪
|
Revenue Recognition
—Revenues associated with sales of crude oil, natural gas liquids (NGL), petroleum and chemical products, and other items are recognized when title passes to the customer, which is when the risk of ownership passes to the purchaser and physical delivery of goods occurs, either immediately or within a fixed delivery schedule that is reasonable and customary in the industry.
|
|
▪
|
Cash Equivalents
—Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and have original maturities of 90 days or less from their date of purchase. They are carried at cost plus accrued interest, which approximates fair value.
|
|
▪
|
Shipping and Handling Costs
—We record shipping and handling costs in purchased crude oil and products. Freight costs billed to customers are recorded as a component of revenue.
|
|
▪
|
Inventories
—We have several valuation methods for our various types of inventories and consistently use the following methods for each type of inventory. Crude oil and petroleum products inventories are valued at the lower of cost or market in the aggregate, primarily on the last-in, first-out (LIFO) basis. Any necessary lower-of-cost-or-market write-downs at year end are recorded as permanent adjustments to the LIFO cost basis. LIFO is used to better match current inventory costs with current revenues and to meet tax-conformity requirements. Costs include both direct and indirect expenditures incurred in bringing an item or product to its existing condition and location, but not unusual/nonrecurring costs or research and development costs. Materials and supplies inventories are valued using the weighted-average-cost method.
|
|
▪
|
Fair Value Measurements
—We categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-
|
|
▪
|
Derivative Instruments
—Derivative instruments are recorded on the balance sheet at fair value. If the right of offset exists and certain other criteria are met, derivative assets and liabilities with the same counterparty are netted on the balance sheet and the collateral payable or receivable is netted against derivative assets and derivative liabilities, respectively.
|
|
▪
|
Capitalized Interest
—Interest from external borrowings is capitalized on major projects with an expected construction period of one year or longer. Capitalized interest is added to the cost of the underlying asset’s properties, plant and equipment and is amortized over the useful life of the assets.
|
|
▪
|
Intangible Assets Other Than Goodwill
—Intangible assets with finite useful lives are amortized by the straight-line method over their useful lives. Intangible assets with indefinite useful lives are not amortized but are tested at least annually for impairment. Each reporting period, we evaluate the remaining useful lives of intangible assets not being amortized to determine whether events and circumstances continue to support indefinite useful lives. These indefinite-lived intangibles are considered impaired if the fair value of the intangible asset is lower than net book value. The fair value of intangible assets is determined based on quoted market prices in active markets, if available. If quoted market prices are not available, fair value of intangible assets is determined based upon the present values of expected future cash flows using discount rates believed to be consistent with those used by principal market participants, or upon estimated replacement cost, if expected future cash flows from the intangible asset are not determinable.
|
|
▪
|
Goodwill
—Goodwill resulting from a business combination is not amortized but is tested at least annually for impairment. If the fair value of a reporting unit is less than the recorded book value of the reporting unit’s assets (including goodwill), less liabilities, then a hypothetical purchase price allocation is performed on the reporting unit’s assets and liabilities using the fair value of the reporting unit as the purchase price in the calculation. If the amount of goodwill resulting from this hypothetical purchase price allocation is less than the recorded amount of goodwill, the recorded goodwill is written down to the new amount. For purposes of testing goodwill for impairment, we have three reporting units with goodwill balances, Transportation, Refining and M&S.
|
|
▪
|
Depreciation and Amortization
—Depreciation and amortization of properties, plants and equipment are determined by either the individual-unit-straight-line method or the group-straight-line method (for those individual units that are highly integrated with other units).
|
|
▪
|
Impairment of Properties, Plants and Equipment
—Properties, plants and equipment used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If indicators of potential impairment exist, an undiscounted cash flow test is performed. If the sum of the undiscounted pre-tax cash flows is less than the carrying value of the asset group, the carrying value is written down to estimated fair value through additional amortization or depreciation provisions and reported in the "Impairment" line of our consolidated statement of income in the period in which the determination of the impairment is made. Individual assets are grouped for impairment purposes at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets—generally at an entire refinery complex level. Because
|
|
▪
|
Impairment of Investments in Nonconsolidated Entities
—Investments in nonconsolidated entities are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred. When indicators exist, the fair value is estimated and compared to the investment carrying value. If any impairment is judgmentally determined to be other than temporary, the carrying value of the investment is written down to fair value. The fair value of the impaired investment is based on quoted market prices, if available, or upon the present value of expected future cash flows using discount rates believed to be consistent with those used by principal market participants, plus market analysis of comparable assets owned by the investee, if appropriate.
|
|
▪
|
Maintenance and Repairs
—Costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Major refinery maintenance turnarounds are expensed as incurred.
|
|
▪
|
Property Dispositions
—When complete units of depreciable property are sold, the asset cost and related accumulated depreciation are eliminated, with any gain or loss reflected in the “Net gain on dispositions” line of our consolidated statement of income. When less than complete units of depreciable property are disposed of or retired, the difference between asset cost and salvage value is charged or credited to accumulated depreciation.
|
|
▪
|
Asset Retirement Obligations and Environmental Costs
—Fair value of legal obligations to retire and remove long-lived assets are recorded in the period in which the obligation is incurred. When the liability is initially recorded, we capitalize this cost by increasing the carrying amount of the related properties, plants and equipment. Over time, the liability is increased for the change in its present value, and the capitalized cost in properties, plants and equipment is depreciated over the useful life of the related asset. For additional information, see
Note 10—Asset Retirement Obligations and Accrued Environmental Costs
.
|
|
▪
|
Guarantees
—Fair value of a guarantee is determined and recorded as a liability at the time the guarantee is given. The initial liability is subsequently reduced as we are released from exposure under the guarantee. We amortize the guarantee liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of guarantee. In cases where the guarantee term is indefinite, we reverse the liability when we have information indicating the liability is essentially relieved or amortize it over an appropriate time period as the fair value of our guarantee exposure declines over time. We amortize the guarantee liability to the related income statement line item based on the nature of the guarantee. When it becomes probable we will have to perform on a guarantee, we accrue a separate liability if it is reasonably estimable, based on the facts and circumstances at that time. We reverse the fair value liability only when there is no further exposure under the guarantee.
|
|
▪
|
Stock-Based Compensation
—We recognize stock-based compensation expense over the shorter of: (1) the service period (i.e., the time required to earn the award); or (2) the period beginning at the start of the service period and ending when an employee first becomes eligible for retirement, but not less than
six
months, which is
|
|
▪
|
Income Taxes
—For periods prior to the Separation, our taxable income was included in the U.S. federal income tax returns and in a number of state income tax returns of ConocoPhillips. In the accompanying consolidated financial statements for periods prior to the Separation, our provision for income taxes is computed as if we were a stand-alone tax-paying entity.
|
|
▪
|
Taxes Collected from Customers and Remitted to Governmental Authorities
—Excise taxes are reported gross within sales and other operating revenues and taxes other than income taxes, while other sales and value-added taxes are recorded net in taxes other than income taxes.
|
|
▪
|
Treasury Stock
—We record treasury stock purchases at cost, which includes incremental direct transaction costs. Amounts are recorded as reductions in stockholders' equity in the consolidated balance sheet.
|
|
|
Millions of Dollars
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|||
|
Crude oil and petroleum products
|
$
|
3,093
|
|
|
3,138
|
|
|
Materials and supplies
|
261
|
|
|
292
|
|
|
|
|
$
|
3,354
|
|
|
3,430
|
|
|
|
Millions of Dollars
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
Assets
|
|
|
|
|||
|
Accounts and notes receivable
|
$
|
24
|
|
|
23
|
|
|
Inventories
|
18
|
|
|
18
|
|
|
|
Total current assets of discontinued operations
|
42
|
|
|
41
|
|
|
|
Net properties, plants and equipment
|
58
|
|
|
42
|
|
|
|
Intangibles
|
6
|
|
|
6
|
|
|
|
Total assets of discontinued operations
|
$
|
106
|
|
|
89
|
|
|
|
|
|
|
|||
|
Liabilities
|
|
|
|
|||
|
Accounts payable and other current liabilities
|
$
|
18
|
|
|
8
|
|
|
Total current liabilities of discontinued operations
|
18
|
|
|
8
|
|
|
|
Deferred income taxes
|
12
|
|
|
7
|
|
|
|
Total liabilities of discontinued operations
|
$
|
30
|
|
|
15
|
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Sales and other operating revenues from discontinued operations
|
$
|
232
|
|
|
180
|
|
|
167
|
|
|
|
|
|
|
|
|
||||
|
Income from discontinued operations before-tax
|
$
|
95
|
|
|
75
|
|
|
65
|
|
|
Income tax expense
|
34
|
|
|
27
|
|
|
22
|
|
|
|
Income from discontinued operations
|
$
|
61
|
|
|
48
|
|
|
43
|
|
|
|
Millions of Dollars
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|||
|
Equity investments
|
$
|
11,080
|
|
|
10,291
|
|
|
Long-term receivables
|
74
|
|
|
132
|
|
|
|
Other investments
|
66
|
|
|
48
|
|
|
|
|
$
|
11,220
|
|
|
10,471
|
|
|
•
|
WRB Refining LP—
50 percent
owned business venture with Cenovus Energy Inc. (Cenovus)—owns the Wood River and Borger refineries.
|
|
•
|
DCP Midstream—
50 percent
owned joint venture with Spectra Energy Corp—owns and operates gas plants, gathering systems, storage facilities and fractionation plants.
|
|
•
|
CPChem—
50 percent
owned joint venture with Chevron U.S.A. Inc., an indirect wholly-owned subsidiary of Chevron Corporation—manufactures and markets petrochemicals and plastics.
|
|
•
|
Malaysian Refining Company Sdn. Bdh. (MRC)—
47 percent
owned business venture with Petronas, the Malaysian state oil company—owns the Melaka, Malaysia refinery.
|
|
•
|
Rockies Express Pipeline LLC (REX)—
25 percent
owned joint venture with Tallgrass Energy Partners L.P. and Sempra Energy Corp.—owns and operates a natural gas pipeline system from Meeker, Colorado to Clarington, Ohio.
|
|
•
|
DCP Sand Hills Pipeline, LLC—
33 percent
owned joint venture with DCP Midstream and Spectra Energy—owns and operates NGL pipeline systems from the Permian and Eagle Ford basins to Mont Belvieu, Texas.
|
|
•
|
DCP Southern Hills Pipeline, LLC—
33 percent
owned joint venture with DCP Midstream and Spectra Energy—owns and operates NGL pipeline systems from the Midcontinent region to Mont Belvieu, Texas.
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Revenues
|
$
|
59,500
|
|
|
55,401
|
|
|
59,044
|
|
|
Income before income taxes
|
5,975
|
|
|
6,265
|
|
|
6,083
|
|
|
|
Net income
|
5,838
|
|
|
6,122
|
|
|
5,742
|
|
|
|
Current assets
|
9,865
|
|
|
9,646
|
|
|
8,752
|
|
|
|
Noncurrent assets
|
40,188
|
|
|
37,269
|
|
|
34,329
|
|
|
|
Current liabilities
|
7,971
|
|
|
8,319
|
|
|
6,837
|
|
|
|
Noncurrent liabilities
|
9,959
|
|
|
9,251
|
|
|
10,279
|
|
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Gross
PP&E
|
|
|
Accum.
D&A
|
|
|
Net
PP&E
|
|
|
Gross
PP&E
|
|
|
Accum.
D&A
|
|
|
Net
PP&E
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Midstream
|
$
|
2,792
|
|
|
1,104
|
|
|
1,688
|
|
|
2,460
|
|
|
1,016
|
|
|
1,444
|
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Refining
|
19,264
|
|
|
6,718
|
|
|
12,546
|
|
|
17,989
|
|
|
5,913
|
|
|
12,076
|
|
|
|
Marketing and Specialties
|
1,395
|
|
|
749
|
|
|
646
|
|
|
2,437
|
|
|
1,057
|
|
|
1,380
|
|
|
|
Corporate and Other
|
975
|
|
|
457
|
|
|
518
|
|
|
880
|
|
|
415
|
|
|
465
|
|
|
|
Discontinued Operations*
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
21
|
|
|
42
|
|
|
|
|
$
|
24,426
|
|
|
9,028
|
|
|
15,398
|
|
|
23,829
|
|
|
8,422
|
|
|
15,407
|
|
|
|
Millions of Dollars
|
|||||||||||
|
|
Midstream
|
|
|
Refining
|
|
|
Marketing and Specialties
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Balance at January 1, 2012
|
$
|
518
|
|
|
1,922
|
|
|
892
|
|
|
3,332
|
|
|
Goodwill allocated to assets sold
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
|
Tax and other adjustments
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|
|
Balance at December 31, 2012
|
518
|
|
|
1,934
|
|
|
892
|
|
|
3,344
|
|
|
|
Tax and other adjustments
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
|
Goodwill allocated to assets held-for-sale or sold
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
(233
|
)
|
|
|
Balance at December 31, 2013
|
$
|
518
|
|
|
1,919
|
|
|
659
|
|
|
3,096
|
|
|
|
Millions of Dollars
|
|||||
|
|
Gross Carrying
Amount
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
Indefinite-Lived Intangible Assets
|
|
|
|
|||
|
Trade names and trademarks
|
$
|
494
|
|
|
494
|
|
|
Refinery air and operating permits
|
200
|
|
|
207
|
|
|
|
|
$
|
694
|
|
|
701
|
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Midstream
|
$
|
1
|
|
|
524
|
|
|
6
|
|
|
Refining
|
3
|
|
|
608
|
|
|
465
|
|
|
|
Marketing and Specialties
|
16
|
|
|
1
|
|
|
1
|
|
|
|
Corporate and Other
|
9
|
|
|
25
|
|
|
—
|
|
|
|
|
$
|
29
|
|
|
1,158
|
|
|
472
|
|
|
|
Millions of Dollars
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|||
|
Asset retirement obligations
|
$
|
309
|
|
|
314
|
|
|
Accrued environmental costs
|
492
|
|
|
530
|
|
|
|
Total asset retirement obligations and accrued environmental costs
|
801
|
|
|
844
|
|
|
|
Asset retirement obligations and accrued environmental costs due within one year*
|
(101
|
)
|
|
(104
|
)
|
|
|
Long-term asset retirement obligations and accrued environmental costs
|
$
|
700
|
|
|
740
|
|
|
|
Millions of Dollars
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|||
|
Balance at January 1
|
$
|
314
|
|
|
378
|
|
|
Accretion of discount
|
11
|
|
|
13
|
|
|
|
New obligations
|
3
|
|
|
3
|
|
|
|
Changes in estimates of existing obligations
|
12
|
|
|
(14
|
)
|
|
|
Spending on existing obligations
|
(13
|
)
|
|
(16
|
)
|
|
|
Property dispositions
|
(20
|
)
|
|
(53
|
)
|
|
|
Foreign currency translation
|
2
|
|
|
3
|
|
|
|
Balance at December 31
|
$
|
309
|
|
|
314
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
Basic
|
Diluted
|
|
Basic
|
Diluted
|
|
Basic
|
Diluted
|
|||||||
|
Amounts attributed to Phillips 66 Common Stockholders
(millions)
:
|
|
|
|
|
|
|
|
|
|||||||
|
Income from continuing operations attributable to Phillips 66
|
$
|
3,665
|
|
3,665
|
|
|
4,076
|
|
4,076
|
|
|
4,732
|
|
4,732
|
|
|
Income allocated to participating securities
|
(5
|
)
|
—
|
|
|
(2
|
)
|
—
|
|
|
—
|
|
—
|
|
|
|
Income from continuing operations available to common stockholders
|
3,660
|
|
3,665
|
|
|
4,074
|
|
4,076
|
|
|
4,732
|
|
4,732
|
|
|
|
Discontinued operations
|
61
|
|
61
|
|
|
48
|
|
48
|
|
|
43
|
|
43
|
|
|
|
Net income available to common stockholders
|
$
|
3,721
|
|
3,726
|
|
|
4,122
|
|
4,124
|
|
|
4,775
|
|
4,775
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Weighted-average common shares outstanding
(thousands)
:
|
612,918
|
|
612,918
|
|
|
628,835
|
|
628,835
|
|
|
627,628
|
|
627,628
|
|
|
|
Dilutive effect of stock-based compensation
|
—
|
|
6,071
|
|
|
—
|
|
7,929
|
|
|
—
|
|
7,017
|
|
|
|
Weighted-average common shares outstanding
|
612,918
|
|
618,989
|
|
|
628,835
|
|
636,764
|
|
|
627,628
|
|
634,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Earnings Per Share of Common Stock
(dollars)
:
|
|
|
|
|
|
|
|
|
|||||||
|
Income from continuing operations attributable to Phillips 66
|
$
|
5.97
|
|
5.92
|
|
|
6.47
|
|
6.40
|
|
|
7.54
|
|
7.45
|
|
|
Discontinued operations
|
0.10
|
|
0.10
|
|
|
0.08
|
|
0.08
|
|
|
0.07
|
|
0.07
|
|
|
|
Earnings Per Share
|
$
|
6.07
|
|
6.02
|
|
|
6.55
|
|
6.48
|
|
|
7.61
|
|
7.52
|
|
|
|
Millions of Dollars
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|||
|
1.95% Senior Notes due 2015
|
$
|
800
|
|
|
800
|
|
|
2.95% Senior Notes due 2017
|
1,500
|
|
|
1,500
|
|
|
|
4.30% Senior Notes due 2022
|
2,000
|
|
|
2,000
|
|
|
|
5.875% Senior Notes due 2042
|
1,500
|
|
|
1,500
|
|
|
|
Industrial Development Bonds due 2018 through 2021 at
0.05%-0.07%
at year-end 2013 and 0.09%–0.23% at year-end 2012
|
50
|
|
|
50
|
|
|
|
Term loan due 2014 through 2015 at 1.465% at year-end 2012
|
—
|
|
|
1,000
|
|
|
|
Note payable to Merey Sweeny, L.P. due 2020 at 7% (related party)
|
110
|
|
|
122
|
|
|
|
Other
|
1
|
|
|
1
|
|
|
|
Debt at face value
|
5,961
|
|
|
6,973
|
|
|
|
Capitalized leases
|
199
|
|
|
6
|
|
|
|
Net unamortized premiums and discounts
|
(5
|
)
|
|
(5
|
)
|
|
|
Total debt
|
6,155
|
|
|
6,974
|
|
|
|
Short-term debt
|
(24
|
)
|
|
(13
|
)
|
|
|
Long-term debt
|
$
|
6,131
|
|
|
6,961
|
|
|
|
Millions of Dollars
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
Assets
|
|
|
|
|||
|
Accounts and notes receivable
|
$
|
2
|
|
|
—
|
|
|
Prepaid expenses and other current assets
|
592
|
|
|
767
|
|
|
|
Other assets
|
2
|
|
|
3
|
|
|
|
Liabilities
|
|
|
|
|||
|
Other accruals
|
633
|
|
|
766
|
|
|
|
Other liabilities and deferred credits
|
1
|
|
|
3
|
|
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Sales and other operating revenues
|
$
|
17
|
|
|
3
|
|
|
(620
|
)
|
|
Equity in earnings of affiliates
|
(19
|
)
|
|
6
|
|
|
—
|
|
|
|
Other income
|
3
|
|
|
39
|
|
|
12
|
|
|
|
Purchased crude oil and products
|
95
|
|
|
32
|
|
|
162
|
|
|
|
|
Open Position
Long / (Short)
|
||||
|
|
2013
|
|
|
2012
|
|
|
Commodity
|
|
|
|
||
|
Crude oil, refined products and NGL
(millions of barrels)
|
(9
|
)
|
|
(8
|
)
|
|
•
|
Cash and cash equivalents: The carrying amount reported on the balance sheet approximates fair value.
|
|
•
|
Accounts and notes receivable: The carrying amount reported on the balance sheet approximates fair value.
|
|
•
|
Debt: The carrying amount of our floating-rate debt approximates fair value. The fair value of our fixed-rate debt is estimated based on quoted market prices.
|
|
•
|
Commodity swaps: Fair value is estimated based on forward market prices and approximates the exit price at period end. When forward market prices are not available, fair value is estimated using the forward prices of a similar commodity with adjustments for differences in quality or location.
|
|
•
|
Futures: Fair values are based on quoted market prices obtained from the New York Mercantile Exchange, the InterContinental Exchange Futures or other traded exchanges.
|
|
•
|
Forward-exchange contracts: Fair values are estimated by comparing the contract rate to the forward rate in effect at the end of the respective reporting periods and approximating the exit price at those dates.
|
|
•
|
Level 1: Fair value measured with unadjusted quoted prices from an active market for identical assets or liabilities.
|
|
•
|
Level 2: Fair value measured with: 1) adjusted quoted prices from an active market for similar assets; 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.
|
|
|
Millions of Dollars
|
|||||||||||||||||||||
|
|
December 31, 2013
|
|||||||||||||||||||||
|
|
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
|
|
Cash Collateral Received or Paid, Not Offset on Balance Sheet
|
|
||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||||||||||||
|
Commodity Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exchange-cleared instruments
|
$
|
227
|
|
|
332
|
|
|
—
|
|
|
559
|
|
(538
|
)
|
—
|
|
—
|
|
21
|
|
—
|
|
|
OTC instruments
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
(8
|
)
|
—
|
|
—
|
|
2
|
|
—
|
|
|
|
Physical forward contracts*
|
—
|
|
|
25
|
|
|
2
|
|
|
27
|
|
—
|
|
—
|
|
—
|
|
27
|
|
—
|
|
|
|
Rabbi trust assets
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
N/A
|
|
N/A
|
|
—
|
|
64
|
|
N/A
|
|
|
|
|
$
|
291
|
|
|
367
|
|
|
2
|
|
|
660
|
|
(546
|
)
|
—
|
|
—
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exchange-cleared instruments
|
$
|
253
|
|
|
326
|
|
|
—
|
|
|
579
|
|
(538
|
)
|
(41
|
)
|
—
|
|
—
|
|
—
|
|
|
OTC instruments
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
(8
|
)
|
—
|
|
—
|
|
3
|
|
—
|
|
|
|
Physical forward contracts*
|
—
|
|
|
43
|
|
|
1
|
|
|
44
|
|
—
|
|
—
|
|
—
|
|
44
|
|
—
|
|
|
|
Floating-rate debt
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
N/A
|
|
N/A
|
|
—
|
|
50
|
|
N/A
|
|
|
|
Fixed-rate debt, excluding capital leases**
|
—
|
|
|
6,168
|
|
|
—
|
|
|
6,168
|
|
N/A
|
|
N/A
|
|
(262
|
)
|
5,906
|
|
N/A
|
|
|
|
|
$
|
303
|
|
|
6,548
|
|
|
1
|
|
|
6,852
|
|
(546
|
)
|
(41
|
)
|
(262
|
)
|
6,003
|
|
|
|
|
|
Millions of Dollars
|
|||||||||||||||||||||
|
|
December 31, 2012
|
|||||||||||||||||||||
|
|
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
|
|
Cash Collateral Received or Paid, Not Offset on Balance Sheet
|
|
||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|||||||||||||
|
Commodity Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exchange-cleared instruments
|
$
|
380
|
|
|
309
|
|
|
—
|
|
|
689
|
|
(672
|
)
|
(8
|
)
|
—
|
|
9
|
|
—
|
|
|
OTC instruments
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
(7
|
)
|
—
|
|
—
|
|
8
|
|
—
|
|
|
|
Physical forward contracts*
|
—
|
|
|
61
|
|
|
2
|
|
|
63
|
|
4
|
|
—
|
|
—
|
|
67
|
|
—
|
|
|
|
Rabbi trust assets
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
N/A
|
|
N/A
|
|
—
|
|
50
|
|
N/A
|
|
|
|
|
$
|
430
|
|
|
385
|
|
|
2
|
|
|
817
|
|
(675
|
)
|
(8
|
)
|
—
|
|
134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exchange-cleared instruments
|
$
|
393
|
|
|
328
|
|
|
—
|
|
|
721
|
|
(672
|
)
|
(42
|
)
|
—
|
|
7
|
|
(7
|
)
|
|
OTC instruments
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
(7
|
)
|
—
|
|
—
|
|
6
|
|
—
|
|
|
|
Physical forward contracts*
|
—
|
|
|
31
|
|
|
1
|
|
|
32
|
|
4
|
|
—
|
|
—
|
|
36
|
|
—
|
|
|
|
Floating-rate debt
|
1,050
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
N/A
|
|
N/A
|
|
—
|
|
1,050
|
|
N/A
|
|
|
|
Fixed-rate debt, excluding capital leases**
|
—
|
|
|
6,508
|
|
|
—
|
|
|
6,508
|
|
N/A
|
|
N/A
|
|
(590
|
)
|
5,918
|
|
N/A
|
|
|
|
|
$
|
1,443
|
|
|
6,880
|
|
|
1
|
|
|
8,324
|
|
(675
|
)
|
(42
|
)
|
(590
|
)
|
7,017
|
|
|
|
|
|
Millions of Dollars
|
|||||||||||
|
|
|
|
Fair Value
Measurements Using
|
|
|
|||||||
|
|
Fair Value*
|
|
|
Level 1
Inputs
|
|
|
Level 3
Inputs
|
|
|
Before-
Tax Loss
|
|
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|||||
|
Net properties, plants and equipment (held for use)
|
$
|
22
|
|
|
22
|
|
|
—
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|||||
|
Net properties, plants and equipment (held for use)
|
$
|
84
|
|
|
84
|
|
|
—
|
|
|
68
|
|
|
Net properties, plants and equipment (held for sale)
|
32
|
|
|
32
|
|
|
—
|
|
|
42
|
|
|
|
Equity method investment
|
781
|
|
|
—
|
|
|
781
|
|
|
1,044
|
|
|
|
|
Millions of Dollars
|
||||
|
|
Capital Lease Obligations
|
Operating Lease Obligations
|
|||
|
|
|
|
|||
|
2014
|
$
|
19
|
|
522
|
|
|
2015
|
15
|
|
437
|
|
|
|
2016
|
14
|
|
289
|
|
|
|
2017
|
16
|
|
245
|
|
|
|
2018
|
13
|
|
197
|
|
|
|
Remaining years
|
196
|
|
355
|
|
|
|
Total
|
273
|
|
2,045
|
|
|
|
Less: income from subleases*
|
—
|
|
112
|
|
|
|
Net minimum lease payments
|
$
|
273
|
|
1,933
|
|
|
Less: amount representing interest
|
74
|
|
|
||
|
Capital lease obligations
|
$
|
199
|
|
|
|
|
*Includes $37 million related to subleases to related parties.
|
|
||||
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Minimum rentals
|
$
|
572
|
|
|
554
|
|
|
576
|
|
|
Contingent rentals
|
7
|
|
|
8
|
|
|
5
|
|
|
|
Less: sublease rental income
|
133
|
|
|
93
|
|
|
97
|
|
|
|
|
$
|
446
|
|
|
469
|
|
|
484
|
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
|
2012
|
|
|||||||||
|
|
U.S.
|
|
|
Int'l.
|
|
|
U.S.
|
|
|
Int'l.
|
|
|
|
|
|
|||
|
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Benefit obligation at January 1
|
$
|
2,624
|
|
|
757
|
|
|
—
|
|
|
237
|
|
|
191
|
|
|
—
|
|
|
Service cost
|
125
|
|
|
36
|
|
|
82
|
|
|
22
|
|
|
8
|
|
|
4
|
|
|
|
Interest cost
|
91
|
|
|
31
|
|
|
65
|
|
|
25
|
|
|
7
|
|
|
5
|
|
|
|
Plan participant contributions
|
—
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
|
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
|
Actuarial loss (gain)
|
(194
|
)
|
|
1
|
|
|
90
|
|
|
83
|
|
|
(14
|
)
|
|
2
|
|
|
|
Benefits paid
|
(173
|
)
|
|
(15
|
)
|
|
(78
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
|
Liabilities assumed from Separation
|
—
|
|
|
—
|
|
|
2,465
|
|
|
396
|
|
|
—
|
|
|
199
|
|
|
|
Foreign currency exchange rate change
|
—
|
|
|
26
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
|
Benefit obligation at December 31*
|
$
|
2,473
|
|
|
840
|
|
|
2,624
|
|
|
757
|
|
|
189
|
|
|
191
|
|
|
*Accumulated benefit obligation portion of above at December 31:
|
$
|
2,151
|
|
|
627
|
|
|
2,265
|
|
|
563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Change in Fair Value of Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Fair value of plan assets at January 1
|
$
|
1,762
|
|
|
527
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
Actual return on plan assets
|
283
|
|
|
60
|
|
|
91
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
|
Company contributions
|
136
|
|
|
50
|
|
|
37
|
|
|
36
|
|
|
3
|
|
|
1
|
|
|
|
Plan participant contributions
|
—
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
|
Benefits paid
|
(173
|
)
|
|
(15
|
)
|
|
(78
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
|
Assets received from Separation
|
—
|
|
|
—
|
|
|
1,712
|
|
|
344
|
|
|
—
|
|
|
—
|
|
|
|
Foreign currency exchange rate change
|
—
|
|
|
19
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
|
Fair value of plan assets at December 31
|
$
|
2,008
|
|
|
645
|
|
|
1,762
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Funded Status at December 31
|
$
|
(465
|
)
|
|
(195
|
)
|
|
(862
|
)
|
|
(230
|
)
|
|
(189
|
)
|
|
(191
|
)
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
|
2012
|
|
|||||||||
|
|
U.S.
|
|
|
Int'l.
|
|
|
U.S.
|
|
|
Int'l.
|
|
|
|
|
|
|||
|
Amounts Recognized in the Consolidated Balance Sheet at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Noncurrent assets
|
$
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Current liabilities
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
|
Noncurrent liabilities
|
(457
|
)
|
|
(197
|
)
|
|
(854
|
)
|
|
(230
|
)
|
|
(186
|
)
|
|
(188
|
)
|
|
|
Total recognized
|
$
|
(465
|
)
|
|
(195
|
)
|
|
(862
|
)
|
|
(230
|
)
|
|
(189
|
)
|
|
(191
|
)
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
|
2012
|
|
|||||||||
|
|
U.S.
|
|
|
Int'l.
|
|
|
U.S.
|
|
|
Int'l.
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Unrecognized net actuarial loss (gain)
|
$
|
399
|
|
|
120
|
|
|
839
|
|
|
161
|
|
|
(18
|
)
|
|
(4
|
)
|
|
Unrecognized prior service cost (credit)
|
12
|
|
|
(11
|
)
|
|
15
|
|
|
(12
|
)
|
|
(13
|
)
|
|
(15
|
)
|
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
|
2012
|
|
|||||||||
|
|
U.S.
|
|
|
Int'l.
|
|
|
U.S.
|
|
|
Int'l.
|
|
|
|
|
|
|||
|
Sources of Change in Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Net gain (loss) arising during the period
|
$
|
356
|
|
|
25
|
|
|
(78
|
)
|
|
(72
|
)
|
|
14
|
|
|
(2
|
)
|
|
Amortization of (gain) loss included in income
|
84
|
|
|
16
|
|
|
49
|
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
|
|
Net change during the period
|
$
|
440
|
|
|
41
|
|
|
(29
|
)
|
|
(65
|
)
|
|
14
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Prior service credit arising during the period
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
Amortization of prior service cost (credit) included in income
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
|
Net change during the period
|
$
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
(1
|
)
|
|
(2
|
)
|
|
18
|
|
|
|
Millions of Dollars
|
||||||||||||||||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||||||||||
|
|
U.S.
|
|
|
Int'l.
|
|
|
U.S.
|
|
|
Int'l.
|
|
|
U.S.
|
|
|
Int'l.
|
|
|
|
|
|
|
|
||||
|
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Service cost
|
$
|
125
|
|
|
36
|
|
|
82
|
|
|
22
|
|
|
—
|
|
|
5
|
|
|
8
|
|
|
4
|
|
|
—
|
|
|
Interest cost
|
91
|
|
|
31
|
|
|
65
|
|
|
25
|
|
|
—
|
|
|
13
|
|
|
7
|
|
|
5
|
|
|
—
|
|
|
|
Expected return on plan assets
|
(120
|
)
|
|
(29
|
)
|
|
(81
|
)
|
|
(21
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Amortization of prior service cost (credit)
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
|
Recognized net actuarial loss (gain)
|
84
|
|
|
16
|
|
|
49
|
|
|
7
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
|
Subtotal net periodic benefit cost
|
183
|
|
|
53
|
|
|
117
|
|
|
32
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|
8
|
|
|
—
|
|
|
|
Allocated benefit cost from ConocoPhillips
|
—
|
|
|
—
|
|
|
71
|
|
|
13
|
|
|
199
|
|
|
39
|
|
|
—
|
|
|
7
|
|
|
19
|
|
|
|
Total net periodic benefit cost
|
$
|
183
|
|
|
53
|
|
|
188
|
|
|
45
|
|
|
199
|
|
|
52
|
|
|
13
|
|
|
15
|
|
|
19
|
|
|
|
Millions of Dollars
|
||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
|
|||||
|
|
U.S.
|
|
|
Int'l.
|
|
|
|
||
|
|
|
|
|
|
|
||||
|
Unrecognized net actuarial loss (gain)
|
$
|
40
|
|
|
12
|
|
|
(2
|
)
|
|
Unrecognized prior service cost (credit)
|
3
|
|
|
(2
|
)
|
|
(1
|
)
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
|
U.S.
|
|
|
Int'l.
|
|
U.S.
|
|
Int'l.
|
|
|
|
|
|
Assumptions Used to Determine Benefit Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.55
|
%
|
|
4.30
|
|
3.60
|
|
4.20
|
|
4.40
|
|
3.70
|
|
Rate of compensation increase
|
4.00
|
|
|
3.90
|
|
3.85
|
|
3.60
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions Used to Determine Net Periodic Benefit Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
3.60
|
%
|
|
4.20
|
|
4.20
|
|
5.10
|
|
3.70
|
|
4.20
|
|
Expected return on plan assets
|
7.00
|
|
|
5.50
|
|
7.00
|
|
5.80
|
|
—
|
|
—
|
|
Rate of compensation increase
|
3.85
|
|
|
3.60
|
|
3.75
|
|
3.60
|
|
—
|
|
—
|
|
•
|
Fair values of equity securities and government debt securities categorized in Level 1 are primarily based on quoted market prices.
|
|
•
|
Fair values of corporate debt securities, agency and mortgage-backed securities and government debt securities categorized in Level 2 are estimated using recently executed transactions and market price quotations. If there have been no market transactions in a particular fixed income security, its fair market value is calculated by pricing models that benchmark the security against other securities with actual market prices. When observable price quotations are not available, fair value is based on pricing models that use something other than actual
|
|
•
|
Fair values of investments in common/collective trusts are determined by the issuer of each fund based on the fair value of the underlying assets.
|
|
•
|
Fair values of mutual funds are valued based on quoted market prices, which represent the net asset value of shares held. Certain mutual funds are categorized in Level 2 as they are not valued on a daily basis.
|
|
•
|
Cash and cash equivalents are valued at cost, which approximates fair value.
|
|
•
|
Fair values of exchange-traded derivatives classified in Level 1 are based on quoted market prices. For other derivatives classified in Level 2, the fair values are generally calculated from pricing models with market input parameters from third-party sources.
|
|
•
|
Fair values of insurance contracts are valued at the present value of the future benefit payments owed by the insurance company to the plans' participants.
|
|
•
|
Fair values of real estate investments are valued using real estate valuation techniques and other methods that include reference to third-party sources and sales comparables where available.
|
|
|
Millions of Dollars
|
|||||||||||||||||||||||
|
|
U.S.
|
|
International
|
|||||||||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
U.S.
|
$
|
552
|
|
|
—
|
|
|
—
|
|
|
552
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
International
|
439
|
|
|
—
|
|
|
—
|
|
|
439
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
|
Common/collective trusts
|
—
|
|
|
302
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|
|
Mutual funds
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
|
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Government
|
114
|
|
|
70
|
|
|
—
|
|
|
184
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
|
Corporate
|
—
|
|
|
305
|
|
|
—
|
|
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Agency and mortgage-backed securities
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Common/collective trusts
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|
|
Mutual funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
Cash and cash equivalents
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
|
Derivatives
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
|
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
|
Total
|
$
|
1,181
|
|
|
827
|
|
|
—
|
|
|
2,008
|
|
|
370
|
|
|
251
|
|
|
24
|
|
|
645
|
|
|
|
Millions of Dollars
|
|||||||||||||||||||||||
|
|
U.S.
|
|
International
|
|||||||||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
U.S.
|
$
|
529
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
International
|
340
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
|
Common/collective trusts
|
—
|
|
|
237
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|
|
Mutual funds
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Government
|
160
|
|
|
54
|
|
|
—
|
|
|
214
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
|
Corporate
|
—
|
|
|
287
|
|
|
1
|
|
|
288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Agency and mortgage-backed securities
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Common/collective trusts
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
112
|
|
|
|
Mutual funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
Cash and cash equivalents
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
|
Derivatives
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
|
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
|
Total*
|
$
|
1,071
|
|
|
684
|
|
|
1
|
|
|
1,756
|
|
|
295
|
|
|
209
|
|
|
22
|
|
|
526
|
|
|
|
Millions of Dollars
|
||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
|
|||||
|
|
U.S.
|
|
|
Int'l.
|
|
|
|
||
|
|
|
|
|
|
|
||||
|
2014
|
$
|
203
|
|
|
18
|
|
|
9
|
|
|
2015
|
210
|
|
|
20
|
|
|
12
|
|
|
|
2016
|
222
|
|
|
25
|
|
|
15
|
|
|
|
2017
|
233
|
|
|
27
|
|
|
17
|
|
|
|
2018
|
259
|
|
|
26
|
|
|
19
|
|
|
|
2019-2023
|
1,333
|
|
|
156
|
|
|
106
|
|
|
|
•
|
Exercisable awards of stock options and stock appreciation rights were converted in accordance with the Employee Matters Agreement providing the grantee with replacement options to purchase both ConocoPhillips and Phillips 66 common stock.
|
|
•
|
Unexercisable awards of stock options held by Phillips 66 employees were replaced with substitute options to purchase only Phillips 66 common stock.
|
|
•
|
Restricted stock and PSUs awarded for completed performance periods under the ConocoPhillips Performance Share Program (PSP) were converted in accordance with the Employee Matters Agreement providing the grantee with both ConocoPhillips and Phillips 66 restricted stock and PSUs.
|
|
•
|
Restricted stock and RSUs held by Phillips 66 employees under all programs other than the PSP were replaced entirely with Phillips 66 restricted stock and RSUs.
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Compensation cost
|
$
|
132
|
|
|
94
|
|
|
46
|
|
|
Tax benefit
|
(50
|
)
|
|
(35
|
)
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
Millions of Dollars
|
|
||||||
|
|
Options
|
|
|
Weighted-
Average
Exercise Price
|
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
|
Aggregate
Intrinsic Value |
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Outstanding at January 1, 2013
|
8,350,641
|
|
|
$
|
26.25
|
|
|
|
|
|
|
|||
|
Granted
|
546,900
|
|
|
62.17
|
|
|
$
|
16.77
|
|
|
|
|||
|
Forfeited
|
(4,900
|
)
|
|
62.17
|
|
|
|
|
|
|
||||
|
Exercised
|
(2,002,575
|
)
|
|
21.74
|
|
|
|
|
$
|
81
|
|
|||
|
Expired or canceled
|
—
|
|
|
—
|
|
|
|
|
|
|||||
|
Outstanding at December 31, 2013
|
6,890,066
|
|
|
$
|
30.38
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
|
Vested at December 31, 2013
|
6,358,111
|
|
|
$
|
29.47
|
|
|
|
|
$
|
297
|
|
||
|
|
|
|
|
|
|
|
|
|||||||
|
Exercisable at December 31, 2013
|
5,007,009
|
|
|
$
|
26.61
|
|
|
|
|
$
|
248
|
|
||
|
|
2013
|
|
|
2012
|
|
2011
|
|
Assumptions used
|
|
|
|
|
|
|
|
Risk-free interest rate
|
1.18
|
%
|
|
1.62
|
|
3.10
|
|
Dividend yield
|
2.50
|
%
|
|
4.00
|
|
4.00
|
|
Volatility factor
|
35.47
|
%
|
|
33.30
|
|
33.40
|
|
Expected life (years)
|
6.23
|
|
|
7.42
|
|
6.87
|
|
|
|
|
|
|
Millions of Dollars
|
|
||||
|
|
Stock Units
|
|
|
Weighted-Average
Grant-Date Fair Value
|
|
|
Total Fair Value
|
|
||
|
|
|
|
|
|
|
|||||
|
Outstanding at January 1, 2013
|
5,226,610
|
|
|
$
|
28.62
|
|
|
|
||
|
Granted
|
850,824
|
|
|
62.14
|
|
|
|
|||
|
Forfeited
|
(64,762
|
)
|
|
43.23
|
|
|
|
|||
|
Issued
|
(1,572,411
|
)
|
|
26.80
|
|
|
$
|
100
|
|
|
|
Outstanding at December 31, 2013
|
4,440,261
|
|
|
$
|
35.48
|
|
|
|
||
|
|
|
|
|
|
|
|||||
|
Not Vested at December 31, 2013
|
2,843,964
|
|
|
$
|
35.64
|
|
|
|
||
|
|
|
|
|
|
Millions of Dollars
|
|
||||
|
|
Performance
Share Units
|
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
|
Total Fair Value
|
|
||
|
|
|
|
|
|
|
|||||
|
Outstanding at January 1, 2013
|
2,592,274
|
|
|
$
|
34.36
|
|
|
|
||
|
Granted
|
266,052
|
|
|
62.17
|
|
|
|
|||
|
Forfeited
|
—
|
|
|
|
|
|
|
|||
|
Issued
|
(145,358
|
)
|
|
33.84
|
|
|
$
|
9
|
|
|
|
Outstanding at December 31, 2013
|
2,712,968
|
|
|
$
|
37.12
|
|
|
|
||
|
|
|
|
|
|
|
|||||
|
Not Vested at December 31, 2013
|
649,672
|
|
|
$
|
37.73
|
|
|
|
||
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Income Taxes
|
|
|
|
|
|
||||
|
Federal
|
|
|
|
|
|
||||
|
Current
|
$
|
1,054
|
|
|
1,967
|
|
|
713
|
|
|
Deferred
|
526
|
|
|
69
|
|
|
745
|
|
|
|
Foreign
|
|
|
|
|
|
||||
|
Current
|
98
|
|
|
160
|
|
|
126
|
|
|
|
Deferred
|
(48
|
)
|
|
45
|
|
|
(9
|
)
|
|
|
State and local
|
|
|
|
|
|
||||
|
Current
|
146
|
|
|
253
|
|
|
132
|
|
|
|
Deferred
|
68
|
|
|
(21
|
)
|
|
115
|
|
|
|
|
$
|
1,844
|
|
|
2,473
|
|
|
1,822
|
|
|
|
Millions of Dollars
|
|||||
|
|
2013
|
|
|
2012
|
|
|
|
Deferred Tax Liabilities
|
|
|
|
|||
|
Properties, plants and equipment, and intangibles
|
$
|
3,747
|
|
|
3,721
|
|
|
Investment in joint ventures
|
2,696
|
|
|
2,183
|
|
|
|
Investment in foreign subsidiaries
|
401
|
|
|
386
|
|
|
|
Other
|
—
|
|
|
24
|
|
|
|
Total deferred tax liabilities
|
6,844
|
|
|
6,314
|
|
|
|
Deferred Tax Assets
|
|
|
|
|||
|
Benefit plan accruals
|
499
|
|
|
614
|
|
|
|
Inventory
|
51
|
|
|
92
|
|
|
|
Asset retirement obligations and accrued environmental costs
|
223
|
|
|
234
|
|
|
|
Other financial accruals and deferrals
|
223
|
|
|
166
|
|
|
|
Loss and credit carryforwards
|
123
|
|
|
313
|
|
|
|
Other
|
18
|
|
|
59
|
|
|
|
Total deferred tax assets
|
1,137
|
|
|
1,478
|
|
|
|
Less: valuation allowance
|
127
|
|
|
329
|
|
|
|
Net deferred tax assets
|
1,010
|
|
|
1,149
|
|
|
|
Net deferred tax liabilities
|
$
|
5,834
|
|
|
5,165
|
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Balance at January 1
|
$
|
158
|
|
|
169
|
|
|
166
|
|
|
Additions based on tax positions related to the current year
|
30
|
|
|
3
|
|
|
11
|
|
|
|
Additions for tax positions of prior years
|
25
|
|
|
35
|
|
|
27
|
|
|
|
Reductions for tax positions of prior years
|
(8
|
)
|
|
(47
|
)
|
|
(32
|
)
|
|
|
Settlements
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
|
Lapse of statute
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
|
Balance at December 31
|
$
|
202
|
|
|
158
|
|
|
169
|
|
|
|
Millions of Dollars
|
|
Percent of Pre-tax Income
|
|||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
United States
|
$
|
5,158
|
|
|
6,192
|
|
|
6,107
|
|
|
93.3
|
%
|
|
94.4
|
|
|
93.1
|
|
|
Foreign
|
368
|
|
|
364
|
|
|
452
|
|
|
6.7
|
|
|
5.6
|
|
|
6.9
|
|
|
|
|
$
|
5,526
|
|
|
6,556
|
|
|
6,559
|
|
|
100.0
|
%
|
|
100.0
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Federal statutory income tax
|
$
|
1,934
|
|
|
2,295
|
|
|
2,295
|
|
|
35.0
|
%
|
|
35.0
|
|
|
35.0
|
|
|
Goodwill allocated to assets sold
|
—
|
|
|
9
|
|
|
96
|
|
|
—
|
|
|
0.1
|
|
|
1.4
|
|
|
|
Capital loss utilization
|
—
|
|
|
—
|
|
|
(619
|
)
|
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|
|
Tax on foreign operations
|
(198
|
)
|
|
141
|
|
|
(61
|
)
|
|
(3.6
|
)
|
|
2.2
|
|
|
(0.9
|
)
|
|
|
Federal manufacturing deduction
|
(68
|
)
|
|
(124
|
)
|
|
(52
|
)
|
|
(1.2
|
)
|
|
(1.9
|
)
|
|
(0.8
|
)
|
|
|
State income tax, net of federal benefit
|
139
|
|
|
151
|
|
|
161
|
|
|
2.5
|
|
|
2.3
|
|
|
2.5
|
|
|
|
Other
|
37
|
|
|
1
|
|
|
2
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
1,844
|
|
|
2,473
|
|
|
1,822
|
|
|
33.4
|
%
|
|
37.7
|
|
|
27.8
|
|
|
|
Millions of Dollars
|
|||||||||||
|
|
Defined
Benefit
Plans
|
|
|
Foreign
Currency
Translation
|
|
|
Hedging
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
December 31, 2010
|
$
|
(116
|
)
|
|
334
|
|
|
(4
|
)
|
|
214
|
|
|
Other comprehensive income (loss)
|
(29
|
)
|
|
(64
|
)
|
|
1
|
|
|
(92
|
)
|
|
|
December 31, 2011
|
(145
|
)
|
|
270
|
|
|
(3
|
)
|
|
122
|
|
|
|
Other comprehensive income (loss)
|
(93
|
)
|
|
196
|
|
|
1
|
|
|
104
|
|
|
|
Net transfer from ConocoPhillips*
|
(540
|
)
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
|
|
December 31, 2012
|
(778
|
)
|
|
466
|
|
|
(2
|
)
|
|
(314
|
)
|
|
|
Other comprehensive income (loss) before reclassifications
|
312
|
|
|
(44
|
)
|
|
—
|
|
|
268
|
|
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||
|
Foreign currency translation**
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
|
Amortization of defined benefit plan items***
|
|
|
|
|
|
|
|
|
||||
|
Actuarial losses
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
|
Net current period other comprehensive income (loss)
|
374
|
|
|
(23
|
)
|
|
—
|
|
|
351
|
|
|
|
December 31, 2013
|
$
|
(404
|
)
|
|
443
|
|
|
(2
|
)
|
|
37
|
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
||||
|
Increase in net PP&E and debt related to capital lease obligation
|
$
|
177
|
|
|
—
|
|
|
—
|
|
|
Transfer of net PP&E in accordance with the Separation and Distribution Agreement with ConocoPhillips
|
—
|
|
|
374
|
|
|
—
|
|
|
|
Transfer of employee benefit obligations in accordance with the Separation and Distribution Agreement with ConocoPhillips
|
—
|
|
|
1,234
|
|
|
—
|
|
|
|
Increase in deferred tax assets associated with the employee benefit liabilities transferred in accordance with the Separation and Distribution Agreement with ConocoPhillips
|
—
|
|
|
461
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
Cash Payments
|
|
|
|
|
|
||||
|
Interest
|
$
|
259
|
|
|
176
|
|
|
—
|
|
|
Income taxes*
|
1,021
|
|
|
2,183
|
|
|
197
|
|
|
|
|
Millions of Dollars
Except Per Share Amounts
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Interest and Debt Expense
|
|
|
|
|
|
||||
|
Incurred
|
|
|
|
|
|
||||
|
Debt
|
$
|
251
|
|
|
221
|
|
|
12
|
|
|
Other
|
24
|
|
|
25
|
|
|
5
|
|
|
|
|
275
|
|
|
246
|
|
|
17
|
|
|
|
Capitalized
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Expensed
|
$
|
275
|
|
|
246
|
|
|
17
|
|
|
|
|
|
|
|
|
||||
|
Other Income
|
|
|
|
|
|
||||
|
Interest income
|
$
|
20
|
|
|
18
|
|
|
33
|
|
|
Other, net*
|
65
|
|
|
117
|
|
|
12
|
|
|
|
|
$
|
85
|
|
|
135
|
|
|
45
|
|
|
*Includes derivatives-related activities. 2012 also includes a $37 million co-venturer contractual payment related to Rockies Express Pipeline.
|
|||||||||
|
|
|
|
|
|
|
||||
|
Research and Development Expenditures—
expensed
|
$
|
69
|
|
|
70
|
|
|
69
|
|
|
|
|
|
|
|
|
||||
|
Advertising Expenses
|
$
|
68
|
|
|
57
|
|
|
63
|
|
|
|
|
|
|
|
|
||||
|
Foreign Currency Transaction (Gains) Losses—
after-tax
|
|
|
|
|
|
||||
|
Midstream
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Refining
|
(41
|
)
|
|
(17
|
)
|
|
(15
|
)
|
|
|
Marketing and Specialties
|
(5
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|
|
Corporate and Other
|
2
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
(44
|
)
|
|
(22
|
)
|
|
(24
|
)
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
||||
|
Operating revenues and other income (a)
|
$
|
7,907
|
|
|
8,226
|
|
|
9,024
|
|
|
Gain on dispositions (b)
|
—
|
|
|
—
|
|
|
156
|
|
|
|
Purchases (c)
|
18,320
|
|
|
22,446
|
|
|
34,554
|
|
|
|
Operating expenses and selling, general and
administrative expenses (d)
|
109
|
|
|
208
|
|
|
361
|
|
|
|
Net interest expense (e)
|
8
|
|
|
8
|
|
|
10
|
|
|
|
(a)
|
We sold crude oil to MRC. NGL and other petrochemical feedstocks, along with solvents, were sold to CPChem, and gas oil and hydrogen feedstocks were sold to Excel. Certain feedstocks and intermediate products were sold to WRB. We also acted as agent for WRB in supplying other crude oil and feedstocks, wherein the transactional amounts did not impact operating revenues. In addition, we charged several of our affiliates, including CPChem and MSLP, for the use of common facilities, such as steam generators, waste and water treaters, and warehouse facilities.
|
|
(b)
|
In 2011, we sold the Seaway Products Pipeline Company to DCP Midstream for cash proceeds of
$400 million
, resulting in a before-tax gain of
$156 million
.
|
|
(c)
|
We purchased refined products from WRB. We also acted as agent for WRB in distributing asphalt and solvents, wherein the transactional amounts did not impact purchases. We purchased natural gas and NGL from DCP Midstream and CPChem for use in our refinery processes and other feedstocks from various affiliates. We purchased refined products from MRC. We also paid fees to various pipeline equity companies for transporting finished refined products. In addition, we paid a price upgrade to MSLP for heavy crude processing. We purchased base oils and fuel products from Excel for use in our refining and specialty businesses.
|
|
(d)
|
We paid utility and processing fees to various affiliates.
|
|
(e)
|
We incurred interest expense on a note payable to MSLP. See
|
|
•
|
We disaggregated the former R&M segment into
two
separate operating segments titled "Refining" and "Marketing and Specialties."
|
|
•
|
We moved our Transportation and power businesses from the former R&M segment to the Midstream and M&S segments, respectively.
|
|
1)
|
Midstream—
Gathers, processes, transports and markets natural gas; and transports, fractionates and markets NGL in the United States. In addition, this segment transports crude oil and other feedstocks to our refineries and other locations, and delivers refined and specialty products to market. The Midstream segment includes, among other businesses, our
50 percent
equity investment in DCP Midstream.
|
|
2)
|
Chemicals—
Manufactures and markets petrochemicals and plastics on a worldwide basis. The Chemicals segment consists of our
50 percent
equity investment in CPChem.
|
|
3)
|
Refining—
Buys, sells and refines crude oil and other feedstocks at
15
refineries, mainly in the United States, Europe and Asia.
|
|
4)
|
Marketing and Specialties—
Purchases for resale and markets refined products, mainly in the United States and Europe. In addition, this segment includes the manufacturing and marketing of specialty products (such as lubricants), as well as power generation operations.
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Sales and Other Operating Revenues
|
|
|
|
|
|
||||
|
Midstream
|
|
|
|
|
|
||||
|
Total sales
|
$
|
6,477
|
|
|
7,138
|
|
|
9,475
|
|
|
Intersegment eliminations
|
(933
|
)
|
|
(901
|
)
|
|
(1,105
|
)
|
|
|
Total Midstream
|
5,544
|
|
|
6,237
|
|
|
8,370
|
|
|
|
Chemicals
|
9
|
|
|
11
|
|
|
11
|
|
|
|
Refining
|
|
|
|
|
|
||||
|
Total sales
|
124,579
|
|
|
131,154
|
|
|
143,457
|
|
|
|
Intersegment eliminations
|
(72,503
|
)
|
|
(73,393
|
)
|
|
(76,365
|
)
|
|
|
Total Refining
|
52,076
|
|
|
57,761
|
|
|
67,092
|
|
|
|
Marketing and Specialties
|
|
|
|
|
|
||||
|
Total sales
|
115,358
|
|
|
116,623
|
|
|
121,829
|
|
|
|
Intersegment eliminations
|
(1,421
|
)
|
|
(1,355
|
)
|
|
(1,374
|
)
|
|
|
Total Marketing and Specialties
|
113,937
|
|
|
115,268
|
|
|
120,455
|
|
|
|
Corporate and Other
|
30
|
|
|
13
|
|
|
3
|
|
|
|
Consolidated sales and other operating revenues
|
$
|
171,596
|
|
|
179,290
|
|
|
195,931
|
|
|
|
|
|
|
|
|
||||
|
Depreciation, Amortization and Impairments
|
|
|
|
|
|
||||
|
Midstream
|
$
|
89
|
|
|
607
|
|
|
89
|
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Refining
|
688
|
|
|
1,262
|
|
|
1,128
|
|
|
|
Marketing and Specialties
|
119
|
|
|
148
|
|
|
154
|
|
|
|
Corporate and Other
|
80
|
|
|
47
|
|
|
3
|
|
|
|
Consolidated depreciation, amortization and impairments
|
$
|
976
|
|
|
2,064
|
|
|
1,374
|
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Equity in Earnings of Affiliates
|
|
|
|
|
|
||||
|
Midstream
|
$
|
436
|
|
|
343
|
|
|
544
|
|
|
Chemicals
|
1,362
|
|
|
1,192
|
|
|
975
|
|
|
|
Refining
|
1,213
|
|
|
1,542
|
|
|
1,270
|
|
|
|
Marketing and Specialties
|
63
|
|
|
57
|
|
|
54
|
|
|
|
Corporate and Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
|
Consolidated equity in earnings of affiliates
|
$
|
3,073
|
|
|
3,134
|
|
|
2,843
|
|
|
|
|
|
|
|
|
||||
|
Income Taxes from Continuing Operations
|
|
|
|
|
|
||||
|
Midstream
|
$
|
265
|
|
|
29
|
|
|
454
|
|
|
Chemicals
|
375
|
|
|
366
|
|
|
252
|
|
|
|
Refining
|
1,091
|
|
|
2,067
|
|
|
902
|
|
|
|
Marketing and Specialties
|
376
|
|
|
250
|
|
|
311
|
|
|
|
Corporate and Other
|
(263
|
)
|
|
(239
|
)
|
|
(97
|
)
|
|
|
Consolidated income taxes from continuing operations
|
$
|
1,844
|
|
|
2,473
|
|
|
1,822
|
|
|
|
|
|
|
|
|
||||
|
Net Income Attributable to Phillips 66
|
|
|
|
|
|
||||
|
Midstream
|
$
|
469
|
|
|
53
|
|
|
2,149
|
|
|
Chemicals
|
986
|
|
|
823
|
|
|
716
|
|
|
|
Refining
|
1,851
|
|
|
3,217
|
|
|
1,529
|
|
|
|
Marketing and Specialties
|
790
|
|
|
417
|
|
|
530
|
|
|
|
Corporate and Other
|
(431
|
)
|
|
(434
|
)
|
|
(192
|
)
|
|
|
Discontinued Operations
|
61
|
|
|
48
|
|
|
43
|
|
|
|
Consolidated net income attributable to Phillips 66
|
$
|
3,726
|
|
|
4,124
|
|
|
4,775
|
|
|
|
Millions of Dollars
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Investments In and Advances To Affiliates
|
|
|
|
|
|
||||
|
Midstream
|
$
|
2,328
|
|
|
2,011
|
|
|
1,873
|
|
|
Chemicals
|
4,241
|
|
|
3,524
|
|
|
2,998
|
|
|
|
Refining
|
4,316
|
|
|
4,571
|
|
|
5,186
|
|
|
|
Marketing and Specialties
|
194
|
|
|
185
|
|
|
177
|
|
|
|
Corporate and Other
|
1
|
|
|
—
|
|
|
—
|
|
|
|
Consolidated investments in and advances to affiliates
|
$
|
11,080
|
|
|
10,291
|
|
|
10,234
|
|
|
|
|
|
|
|
|
||||
|
Total Assets
|
|
|
|
|
|
||||
|
Midstream
|
$
|
5,413
|
|
|
4,641
|
|
|
4,997
|
|
|
Chemicals
|
4,377
|
|
|
3,816
|
|
|
2,999
|
|
|
|
Refining
|
26,294
|
|
|
26,834
|
|
|
27,336
|
|
|
|
Marketing and Specialties
|
7,155
|
|
|
7,806
|
|
|
7,681
|
|
|
|
Corporate and Other
|
6,348
|
|
|
4,770
|
|
|
22
|
|
|
|
Discontinued Operations*
|
211
|
|
|
206
|
|
|
176
|
|
|
|
Consolidated total assets
|
$
|
49,798
|
|
|
48,073
|
|
|
43,211
|
|
|
*
In December 2013, $117 million of goodwill was allocated to assets held for sale in association with the planned disposition of PSPI. Although this goodwill was included in the M&S segment at December 31, 2012 and 2011, for more useful comparisons, it is included in the discontinued operations line of this table for all periods presented.
|
|||||||||
|
|
|
|
|
|
|
||||
|
Capital Expenditures and Investments
|
|
|
|
|
|
||||
|
Midstream
|
$
|
528
|
|
|
704
|
|
|
122
|
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Refining
|
889
|
|
|
738
|
|
|
771
|
|
|
|
Marketing and Specialties
|
226
|
|
|
119
|
|
|
106
|
|
|
|
Corporate and Other
|
136
|
|
|
140
|
|
|
17
|
|
|
|
Consolidated capital expenditures and investments
|
$
|
1,779
|
|
|
1,701
|
|
|
1,016
|
|
|
|
|
|
|
|
|
||||
|
Interest Income and Expense
|
|
|
|
|
|
||||
|
Interest income
|
|
|
|
|
|
||||
|
Refining
|
$
|
—
|
|
|
—
|
|
|
1
|
|
|
Marketing and Specialties
|
—
|
|
|
—
|
|
|
32
|
|
|
|
Corporate and Other
|
20
|
|
|
18
|
|
|
—
|
|
|
|
|
$
|
20
|
|
|
18
|
|
|
33
|
|
|
Interest and debt expense
|
|
|
|
|
|
||||
|
Corporate and Other
|
$
|
275
|
|
|
246
|
|
|
17
|
|
|
Sales and Other Operating Revenues by Product Line
|
|
|
|
|
|
||||
|
Refined products
|
$
|
140,488
|
|
|
140,986
|
|
|
146,683
|
|
|
Crude oil resales
|
22,777
|
|
|
28,730
|
|
|
38,259
|
|
|
|
NGL
|
7,431
|
|
|
8,533
|
|
|
10,024
|
|
|
|
Other
|
900
|
|
|
1,041
|
|
|
965
|
|
|
|
Consolidated sales and other operating revenues by product line
|
$
|
171,596
|
|
|
179,290
|
|
|
195,931
|
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
|
Sales and Other Operating Revenues*
|
|
Long-Lived Assets**
|
|||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
United States
|
$
|
115,378
|
|
|
120,332
|
|
|
134,342
|
|
|
23,641
|
|
|
22,285
|
|
|
21,196
|
|
|
United Kingdom
|
21,868
|
|
|
22,129
|
|
|
26,976
|
|
|
1,485
|
|
|
2,018
|
|
|
1,927
|
|
|
|
Germany
|
9,799
|
|
|
9,908
|
|
|
10,647
|
|
|
587
|
|
|
567
|
|
|
547
|
|
|
|
Other foreign countries
|
24,551
|
|
|
26,921
|
|
|
23,966
|
|
|
765
|
|
|
828
|
|
|
1,335
|
|
|
|
Worldwide consolidated
|
$
|
171,596
|
|
|
179,290
|
|
|
195,931
|
|
|
26,478
|
|
|
25,698
|
|
|
25,005
|
|
|
•
|
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.
|
|
|
Millions of Dollars
|
||||||||||
|
|
Year Ended December 31, 2013
|
||||||||||
|
Statement of Income
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||||
|
Sales and other operating revenues
|
$
|
—
|
|
113,499
|
|
58,097
|
|
—
|
|
171,596
|
|
|
Equity in earnings of affiliates
|
3,905
|
|
3,723
|
|
509
|
|
(5,064
|
)
|
3,073
|
|
|
|
Net gain on dispositions
|
—
|
|
50
|
|
5
|
|
—
|
|
55
|
|
|
|
Other income (loss)
|
(3
|
)
|
53
|
|
35
|
|
—
|
|
85
|
|
|
|
Intercompany revenues
|
—
|
|
1,436
|
|
20,316
|
|
(21,752
|
)
|
—
|
|
|
|
Total Revenues and Other Income
|
3,902
|
|
118,761
|
|
78,962
|
|
(26,816
|
)
|
174,809
|
|
|
|
|
|
|
|
|
|
||||||
|
Costs and Expenses
|
|
|
|
|
|
||||||
|
Purchased crude oil and products
|
—
|
|
102,781
|
|
66,745
|
|
(21,281
|
)
|
148,245
|
|
|
|
Operating expenses
|
—
|
|
3,442
|
|
790
|
|
(26
|
)
|
4,206
|
|
|
|
Selling, general and administrative expenses
|
6
|
|
1,024
|
|
541
|
|
(93
|
)
|
1,478
|
|
|
|
Depreciation and amortization
|
—
|
|
730
|
|
217
|
|
—
|
|
947
|
|
|
|
Impairments
|
—
|
|
—
|
|
29
|
|
—
|
|
29
|
|
|
|
Taxes other than income taxes
|
—
|
|
5,148
|
|
8,972
|
|
(1
|
)
|
14,119
|
|
|
|
Accretion on discounted liabilities
|
—
|
|
19
|
|
5
|
|
—
|
|
24
|
|
|
|
Interest and debt expense
|
266
|
|
13
|
|
347
|
|
(351
|
)
|
275
|
|
|
|
Foreign currency transaction gains
|
—
|
|
—
|
|
(40
|
)
|
—
|
|
(40
|
)
|
|
|
Total Costs and Expenses
|
272
|
|
113,157
|
|
77,606
|
|
(21,752
|
)
|
169,283
|
|
|
|
Income from continuing operations before income taxes
|
3,630
|
|
5,604
|
|
1,356
|
|
(5,064
|
)
|
5,526
|
|
|
|
Provision (benefit) for income taxes
|
(96
|
)
|
1,699
|
|
241
|
|
—
|
|
1,844
|
|
|
|
Income From Continuing Operations
|
3,726
|
|
3,905
|
|
1,115
|
|
(5,064
|
)
|
3,682
|
|
|
|
Income from discontinued operations*
|
—
|
|
—
|
|
61
|
|
—
|
|
61
|
|
|
|
Net income
|
3,726
|
|
3,905
|
|
1,176
|
|
(5,064
|
)
|
3,743
|
|
|
|
Less: net income attributable to noncontrolling interests
|
—
|
|
—
|
|
17
|
|
—
|
|
17
|
|
|
|
Net Income Attributable to Phillips 66
|
$
|
3,726
|
|
3,905
|
|
1,159
|
|
(5,064
|
)
|
3,726
|
|
|
|
|
|
|
|
|
||||||
|
Comprehensive Income
|
$
|
4,077
|
|
4,256
|
|
1,199
|
|
(5,438
|
)
|
4,094
|
|
|
*Net of provision for income taxes on discontinued operations:
|
$
|
—
|
|
—
|
|
34
|
|
—
|
|
34
|
|
|
|
Millions of Dollars
|
||||||||||
|
|
Year Ended December 31, 2012
|
||||||||||
|
Statement of Income
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||||
|
Sales and other operating revenues
|
$
|
—
|
|
117,574
|
|
61,716
|
|
—
|
|
179,290
|
|
|
Equity in earnings of affiliates
|
4,284
|
|
3,269
|
|
445
|
|
(4,864
|
)
|
3,134
|
|
|
|
Net gain on dispositions
|
—
|
|
192
|
|
1
|
|
—
|
|
193
|
|
|
|
Other income (loss)
|
2
|
|
(15
|
)
|
148
|
|
—
|
|
135
|
|
|
|
Intercompany revenues
|
1
|
|
2,739
|
|
23,346
|
|
(26,086
|
)
|
—
|
|
|
|
Total Revenues and Other Income
|
4,287
|
|
123,759
|
|
85,656
|
|
(30,950
|
)
|
182,752
|
|
|
|
|
|
|
|
|
|
||||||
|
Costs and Expenses
|
|
|
|
|
|
||||||
|
Purchased crude oil and products
|
—
|
|
106,687
|
|
73,715
|
|
(25,989
|
)
|
154,413
|
|
|
|
Operating expenses
|
—
|
|
3,329
|
|
760
|
|
(56
|
)
|
4,033
|
|
|
|
Selling, general and administrative expenses
|
4
|
|
1,312
|
|
428
|
|
(41
|
)
|
1,703
|
|
|
|
Depreciation and amortization
|
—
|
|
668
|
|
238
|
|
—
|
|
906
|
|
|
|
Impairments
|
—
|
|
71
|
|
1,087
|
|
—
|
|
1,158
|
|
|
|
Taxes other than income taxes
|
—
|
|
5,155
|
|
8,586
|
|
(1
|
)
|
13,740
|
|
|
|
Accretion on discounted liabilities
|
—
|
|
18
|
|
7
|
|
—
|
|
25
|
|
|
|
Interest and debt expense
|
212
|
|
29
|
|
4
|
|
1
|
|
246
|
|
|
|
Foreign currency transaction gains
|
—
|
|
—
|
|
(28
|
)
|
—
|
|
(28
|
)
|
|
|
Total Costs and Expenses
|
216
|
|
117,269
|
|
84,797
|
|
(26,086
|
)
|
176,196
|
|
|
|
Income from continuing operations before income taxes
|
4,071
|
|
6,490
|
|
859
|
|
(4,864
|
)
|
6,556
|
|
|
|
Provision (benefit) for income taxes
|
(53
|
)
|
2,206
|
|
320
|
|
—
|
|
2,473
|
|
|
|
Income From Continuing Operations
|
4,124
|
|
4,284
|
|
539
|
|
(4,864
|
)
|
4,083
|
|
|
|
Income from discontinued operations*
|
—
|
|
—
|
|
48
|
|
—
|
|
48
|
|
|
|
Net income
|
4,124
|
|
4,284
|
|
587
|
|
(4,864
|
)
|
4,131
|
|
|
|
Less: net income attributable to noncontrolling interests
|
—
|
|
—
|
|
7
|
|
—
|
|
7
|
|
|
|
Net Income Attributable to Phillips 66
|
$
|
4,124
|
|
4,284
|
|
580
|
|
(4,864
|
)
|
4,124
|
|
|
|
|
|
|
|
|
||||||
|
Comprehensive Income
|
$
|
4,228
|
|
4,388
|
|
623
|
|
(5,004
|
)
|
4,235
|
|
|
*Net of provision for income taxes on discontinued operations:
|
$
|
—
|
|
—
|
|
27
|
|
—
|
|
27
|
|
|
|
Millions of Dollars
|
||||||||||
|
|
Year Ended December 31, 2011
|
||||||||||
|
Statement of Income
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||||
|
Sales and other operating revenues
|
$
|
—
|
|
131,761
|
|
64,170
|
|
—
|
|
195,931
|
|
|
Equity in earnings of affiliates
|
4,775
|
|
2,835
|
|
723
|
|
(5,490
|
)
|
2,843
|
|
|
|
Net gain (loss) on dispositions
|
—
|
|
1,867
|
|
(229
|
)
|
—
|
|
1,638
|
|
|
|
Other income
|
—
|
|
10
|
|
35
|
|
—
|
|
45
|
|
|
|
Intercompany revenues
|
—
|
|
4,887
|
|
27,249
|
|
(32,136
|
)
|
—
|
|
|
|
Total Revenues and Other Income
|
4,775
|
|
141,360
|
|
91,948
|
|
(37,626
|
)
|
200,457
|
|
|
|
|
|
|
|
|
|
||||||
|
Costs and Expenses
|
|
|
|
|
|
||||||
|
Purchased crude oil and products
|
—
|
|
124,772
|
|
80,088
|
|
(32,092
|
)
|
172,768
|
|
|
|
Operating expenses
|
—
|
|
3,278
|
|
837
|
|
(44
|
)
|
4,071
|
|
|
|
Selling, general and administrative expenses
|
—
|
|
995
|
|
399
|
|
—
|
|
1,394
|
|
|
|
Depreciation and amortization
|
—
|
|
655
|
|
247
|
|
—
|
|
902
|
|
|
|
Impairments
|
—
|
|
468
|
|
4
|
|
—
|
|
472
|
|
|
|
Taxes other than income taxes
|
—
|
|
4,801
|
|
9,486
|
|
—
|
|
14,287
|
|
|
|
Accretion on discounted liabilities
|
—
|
|
13
|
|
8
|
|
—
|
|
21
|
|
|
|
Interest and debt expense
|
—
|
|
16
|
|
1
|
|
—
|
|
17
|
|
|
|
Foreign currency transaction gains
|
—
|
|
(1
|
)
|
(33
|
)
|
—
|
|
(34
|
)
|
|
|
Total Costs and Expenses
|
—
|
|
134,997
|
|
91,037
|
|
(32,136
|
)
|
193,898
|
|
|
|
Income from continuing operations before income taxes
|
4,775
|
|
6,363
|
|
911
|
|
(5,490
|
)
|
6,559
|
|
|
|
Provision for income taxes
|
—
|
|
1,588
|
|
234
|
|
—
|
|
1,822
|
|
|
|
Income From Continuing Operations
|
4,775
|
|
4,775
|
|
677
|
|
(5,490
|
)
|
4,737
|
|
|
|
Income from discontinued operations*
|
—
|
|
—
|
|
43
|
|
—
|
|
43
|
|
|
|
Net income
|
4,775
|
|
4,775
|
|
720
|
|
(5,490
|
)
|
4,780
|
|
|
|
Less: net income attributable to noncontrolling interests
|
—
|
|
—
|
|
5
|
|
—
|
|
5
|
|
|
|
Net Income Attributable to Phillips 66
|
$
|
4,775
|
|
4,775
|
|
715
|
|
(5,490
|
)
|
4,775
|
|
|
|
|
|
|
|
|
||||||
|
Comprehensive Income
|
$
|
4,683
|
|
4,683
|
|
747
|
|
(5,425
|
)
|
4,688
|
|
|
*Net of provision for income taxes on discontinued operations:
|
$
|
—
|
|
—
|
|
22
|
|
—
|
|
22
|
|
|
|
Millions of Dollars
|
||||||||||
|
|
At December 31, 2013
|
||||||||||
|
Balance Sheet
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
|
Assets
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
—
|
|
2,162
|
|
3,238
|
|
—
|
|
5,400
|
|
|
Accounts and notes receivable
|
9
|
|
2,176
|
|
8,131
|
|
(684
|
)
|
9,632
|
|
|
|
Inventories
|
—
|
|
1,962
|
|
1,392
|
|
—
|
|
3,354
|
|
|
|
Prepaid expenses and other current assets
|
10
|
|
368
|
|
473
|
|
—
|
|
851
|
|
|
|
Total Current Assets
|
19
|
|
6,668
|
|
13,234
|
|
(684
|
)
|
19,237
|
|
|
|
Investments and long-term receivables
|
33,178
|
|
27,414
|
|
7,496
|
|
(56,868
|
)
|
11,220
|
|
|
|
Net properties, plants and equipment
|
—
|
|
12,031
|
|
3,367
|
|
—
|
|
15,398
|
|
|
|
Goodwill
|
—
|
|
3,094
|
|
2
|
|
—
|
|
3,096
|
|
|
|
Intangibles
|
—
|
|
694
|
|
4
|
|
—
|
|
698
|
|
|
|
Other assets
|
40
|
|
112
|
|
1
|
|
(4
|
)
|
149
|
|
|
|
Total Assets
|
$
|
33,237
|
|
50,013
|
|
24,104
|
|
(57,556
|
)
|
49,798
|
|
|
|
|
|
|
|
|
||||||
|
Liabilities and Equity
|
|
|
|
|
|
||||||
|
Accounts payable
|
$
|
1
|
|
7,508
|
|
4,265
|
|
(684
|
)
|
11,090
|
|
|
Short-term debt
|
—
|
|
18
|
|
6
|
|
—
|
|
24
|
|
|
|
Accrued income and other taxes
|
—
|
|
250
|
|
622
|
|
—
|
|
872
|
|
|
|
Employee benefit obligations
|
—
|
|
422
|
|
54
|
|
—
|
|
476
|
|
|
|
Other accruals
|
49
|
|
178
|
|
242
|
|
—
|
|
469
|
|
|
|
Total Current Liabilities
|
50
|
|
8,376
|
|
5,189
|
|
(684
|
)
|
12,931
|
|
|
|
Long-term debt
|
5,796
|
|
152
|
|
183
|
|
—
|
|
6,131
|
|
|
|
Asset retirement obligations and accrued environmental costs
|
—
|
|
527
|
|
173
|
|
—
|
|
700
|
|
|
|
Deferred income taxes
|
—
|
|
5,045
|
|
1,084
|
|
(4
|
)
|
6,125
|
|
|
|
Employee benefit obligations
|
—
|
|
724
|
|
197
|
|
—
|
|
921
|
|
|
|
Other liabilities and deferred credits
|
5,441
|
|
2,153
|
|
7,052
|
|
(14,048
|
)
|
598
|
|
|
|
Total Liabilities
|
11,287
|
|
16,977
|
|
13,878
|
|
(14,736
|
)
|
27,406
|
|
|
|
Common stock
|
16,291
|
|
25,938
|
|
8,302
|
|
(34,240
|
)
|
16,291
|
|
|
|
Retained earnings
|
5,622
|
|
7,061
|
|
1,163
|
|
(8,224
|
)
|
5,622
|
|
|
|
Accumulated other comprehensive income
|
37
|
|
37
|
|
319
|
|
(356
|
)
|
37
|
|
|
|
Noncontrolling interests
|
—
|
|
—
|
|
442
|
|
—
|
|
442
|
|
|
|
Total Liabilities and Equity
|
$
|
33,237
|
|
50,013
|
|
24,104
|
|
(57,556
|
)
|
49,798
|
|
|
|
Millions of Dollars
|
||||||||||
|
|
At December 31, 2012
|
||||||||||
|
Balance Sheet
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
|
Assets
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
—
|
|
2,410
|
|
1,064
|
|
—
|
|
3,474
|
|
|
Accounts and notes receivable
|
47
|
|
2,889
|
|
8,456
|
|
(989
|
)
|
10,403
|
|
|
|
Inventories
|
—
|
|
1,938
|
|
1,492
|
|
—
|
|
3,430
|
|
|
|
Prepaid expenses and other current assets
|
11
|
|
403
|
|
241
|
|
—
|
|
655
|
|
|
|
Total Current Assets
|
58
|
|
7,640
|
|
11,253
|
|
(989
|
)
|
17,962
|
|
|
|
Investments and long-term receivables
|
28,934
|
|
20,937
|
|
6,235
|
|
(45,635
|
)
|
10,471
|
|
|
|
Net properties, plants and equipment
|
—
|
|
11,714
|
|
3,693
|
|
—
|
|
15,407
|
|
|
|
Goodwill
|
—
|
|
3,344
|
|
—
|
|
—
|
|
3,344
|
|
|
|
Intangibles
|
—
|
|
710
|
|
14
|
|
—
|
|
724
|
|
|
|
Other assets
|
78
|
|
114
|
|
9
|
|
(36
|
)
|
165
|
|
|
|
Total Assets
|
$
|
29,070
|
|
44,459
|
|
21,204
|
|
(46,660
|
)
|
48,073
|
|
|
|
|
|
|
|
|
||||||
|
Liabilities and Equity
|
|
|
|
|
|
||||||
|
Accounts payable
|
$
|
17
|
|
7,014
|
|
4,668
|
|
(989
|
)
|
10,710
|
|
|
Short-term debt
|
—
|
|
13
|
|
—
|
|
—
|
|
13
|
|
|
|
Accrued income and other taxes
|
—
|
|
245
|
|
656
|
|
—
|
|
901
|
|
|
|
Employee benefit obligations
|
—
|
|
391
|
|
50
|
|
—
|
|
441
|
|
|
|
Other accruals
|
50
|
|
279
|
|
88
|
|
—
|
|
417
|
|
|
|
Total Current Liabilities
|
67
|
|
7,942
|
|
5,462
|
|
(989
|
)
|
12,482
|
|
|
|
Long-term debt
|
6,795
|
|
165
|
|
1
|
|
—
|
|
6,961
|
|
|
|
Asset retirement obligations and accrued environmental costs
|
—
|
|
563
|
|
177
|
|
—
|
|
740
|
|
|
|
Deferred income taxes
|
—
|
|
4,478
|
|
1,002
|
|
(36
|
)
|
5,444
|
|
|
|
Employee benefit obligations
|
—
|
|
1,094
|
|
231
|
|
—
|
|
1,325
|
|
|
|
Other liabilities and deferred credits
|
1,433
|
|
1,435
|
|
5,768
|
|
(8,321
|
)
|
315
|
|
|
|
Total Liabilities
|
8,295
|
|
15,677
|
|
12,641
|
|
(9,346
|
)
|
27,267
|
|
|
|
Common stock
|
18,376
|
|
25,951
|
|
8,149
|
|
(34,100
|
)
|
18,376
|
|
|
|
Retained earnings
|
2,713
|
|
3,145
|
|
87
|
|
(3,232
|
)
|
2,713
|
|
|
|
Accumulated other comprehensive income (loss)
|
(314
|
)
|
(314
|
)
|
296
|
|
18
|
|
(314
|
)
|
|
|
Noncontrolling interests
|
—
|
|
—
|
|
31
|
|
—
|
|
31
|
|
|
|
Total Liabilities and Equity
|
$
|
29,070
|
|
44,459
|
|
21,204
|
|
(46,660
|
)
|
48,073
|
|
|
|
Millions of Dollars
|
||||||||||
|
|
Year Ended December 31, 2013
|
||||||||||
|
Statement of Cash Flows
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
|
Net cash provided by continuing operating activities
|
$
|
5
|
|
4,972
|
|
1,045
|
|
(80
|
)
|
5,942
|
|
|
Net cash provided by discontinued operations
|
—
|
|
—
|
|
85
|
|
—
|
|
85
|
|
|
|
Net Cash Provided by Operating Activities
|
5
|
|
4,972
|
|
1,130
|
|
(80
|
)
|
6,027
|
|
|
|
|
|
|
|
|
|
||||||
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
|
Capital expenditures and investments
|
—
|
|
(1,108
|
)
|
(690
|
)
|
19
|
|
(1,779
|
)
|
|
|
Proceeds from asset dispositions
|
—
|
|
63
|
|
1,151
|
|
—
|
|
1,214
|
|
|
|
Intercompany lending activities
|
4,055
|
|
(4,206
|
)
|
151
|
|
—
|
|
—
|
|
|
|
Advances/loans—related parties
|
—
|
|
—
|
|
(65
|
)
|
—
|
|
(65
|
)
|
|
|
Collection of advances/loans—related parties
|
—
|
|
—
|
|
165
|
|
—
|
|
165
|
|
|
|
Other
|
—
|
|
42
|
|
6
|
|
—
|
|
48
|
|
|
|
Net cash provided by (used in) continuing investing activities
|
4,055
|
|
(5,209
|
)
|
718
|
|
19
|
|
(417
|
)
|
|
|
Net cash used in discontinued operations
|
—
|
|
—
|
|
(27
|
)
|
—
|
|
(27
|
)
|
|
|
Net Cash Provided by (Used in) Investing Activities
|
4,055
|
|
(5,209
|
)
|
691
|
|
19
|
|
(444
|
)
|
|
|
|
|
|
|
|
|
||||||
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
|
Repayment of debt
|
(1,000
|
)
|
(18
|
)
|
(2
|
)
|
—
|
|
(1,020
|
)
|
|
|
Issuance of common stock
|
6
|
|
—
|
|
—
|
|
—
|
|
6
|
|
|
|
Repurchase of common stock
|
(2,246
|
)
|
—
|
|
—
|
|
—
|
|
(2,246
|
)
|
|
|
Dividends paid on common stock
|
(807
|
)
|
—
|
|
(72
|
)
|
72
|
|
(807
|
)
|
|
|
Distributions to controlling interests
|
—
|
|
—
|
|
(8
|
)
|
8
|
|
—
|
|
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
(10
|
)
|
|
|
Net proceeds from issuance of Phillips 66 Partners LP common units
|
—
|
|
—
|
|
404
|
|
—
|
|
404
|
|
|
|
Other
|
(13
|
)
|
7
|
|
19
|
|
(19
|
)
|
(6
|
)
|
|
|
Net cash provided by (used in) continuing financing activities
|
(4,060
|
)
|
(11
|
)
|
331
|
|
61
|
|
(3,679
|
)
|
|
|
Net cash provided by (used in) discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Net Cash Provided by (Used in) Financing Activities
|
(4,060
|
)
|
(11
|
)
|
331
|
|
61
|
|
(3,679
|
)
|
|
|
|
|
|
|
|
|
||||||
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
—
|
|
—
|
|
22
|
|
—
|
|
22
|
|
|
|
|
|
|
|
|
|
||||||
|
Net Change in Cash and Cash Equivalents
|
—
|
|
(248
|
)
|
2,174
|
|
—
|
|
1,926
|
|
|
|
Cash and cash equivalents at beginning of period
|
—
|
|
2,410
|
|
1,064
|
|
—
|
|
3,474
|
|
|
|
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
2,162
|
|
3,238
|
|
—
|
|
5,400
|
|
|
|
Millions of Dollars
|
||||||||||
|
|
Year Ended December 31, 2012
|
||||||||||
|
Statement of Cash Flows
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
|
Net cash provided by (used in) continuing operating activities
|
$
|
(42
|
)
|
7,429
|
|
(3,128
|
)
|
—
|
|
4,259
|
|
|
Net cash provided by discontinued operations
|
—
|
|
—
|
|
37
|
|
—
|
|
37
|
|
|
|
Net Cash Provided by (Used in) Operating Activities
|
(42
|
)
|
7,429
|
|
(3,091
|
)
|
—
|
|
4,296
|
|
|
|
|
|
|
|
|
|
||||||
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
|
Capital expenditures and investments
|
—
|
|
(861
|
)
|
(850
|
)
|
10
|
|
(1,701
|
)
|
|
|
Proceeds from asset dispositions
|
—
|
|
240
|
|
46
|
|
—
|
|
286
|
|
|
|
Intercompany lending activities
|
1,376
|
|
(4,334
|
)
|
2,958
|
|
—
|
|
—
|
|
|
|
Advances/loans—related parties
|
—
|
|
—
|
|
(100
|
)
|
—
|
|
(100
|
)
|
|
|
Collection of advances/loans—related parties
|
—
|
|
—
|
|
7
|
|
(7
|
)
|
—
|
|
|
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Net cash provided by (used in) continuing investing activities
|
1,376
|
|
(4,955
|
)
|
2,061
|
|
3
|
|
(1,515
|
)
|
|
|
Net cash used in discontinued operations
|
—
|
|
—
|
|
(20
|
)
|
—
|
|
(20
|
)
|
|
|
Net Cash Provided by (Used in) Investing Activities
|
1,376
|
|
(4,955
|
)
|
2,041
|
|
3
|
|
(1,535
|
)
|
|
|
|
|
|
|
|
|
||||||
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
|
Contributions from (distributions to) ConocoPhillips
|
(7,469
|
)
|
110
|
|
2,104
|
|
—
|
|
(5,255
|
)
|
|
|
Issuance of debt
|
7,794
|
|
—
|
|
—
|
|
—
|
|
7,794
|
|
|
|
Repayment of debt
|
(1,000
|
)
|
(208
|
)
|
(9
|
)
|
7
|
|
(1,210
|
)
|
|
|
Issuance of common stock
|
47
|
|
—
|
|
—
|
|
—
|
|
47
|
|
|
|
Repurchase of common stock
|
(356
|
)
|
—
|
|
—
|
|
—
|
|
(356
|
)
|
|
|
Dividends paid on common stock
|
(282
|
)
|
—
|
|
—
|
|
—
|
|
(282
|
)
|
|
|
Distributions to controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
(5
|
)
|
|
|
Other
|
(68
|
)
|
34
|
|
10
|
|
(10
|
)
|
(34
|
)
|
|
|
Net cash provided by (used in) continuing financing activities
|
(1,334
|
)
|
(64
|
)
|
2,100
|
|
(3
|
)
|
699
|
|
|
|
Net cash provided by (used in) discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Net Cash Provided by (Used in) Financing Activities
|
(1,334
|
)
|
(64
|
)
|
2,100
|
|
(3
|
)
|
699
|
|
|
|
|
|
|
|
|
|
||||||
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
—
|
|
—
|
|
14
|
|
—
|
|
14
|
|
|
|
|
|
|
|
|
|
||||||
|
Net Change in Cash and Cash Equivalents
|
—
|
|
2,410
|
|
1,064
|
|
—
|
|
3,474
|
|
|
|
Cash and cash equivalents at beginning of period
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
2,410
|
|
1,064
|
|
—
|
|
3,474
|
|
|
|
Millions of Dollars
|
||||||||||
|
|
Year Ended December 31, 2011
|
||||||||||
|
Statement of Cash Flows
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
|
Net cash provided by continuing operating activities
|
$
|
—
|
|
3,038
|
|
1,915
|
|
—
|
|
4,953
|
|
|
Net cash provided by discontinued operations
|
—
|
|
—
|
|
53
|
|
—
|
|
53
|
|
|
|
Net Cash Provided by Operating Activities
|
—
|
|
3,038
|
|
1,968
|
|
—
|
|
5,006
|
|
|
|
|
|
|
|
|
|
||||||
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
|
Capital expenditures and investments
|
—
|
|
(717
|
)
|
(299
|
)
|
—
|
|
(1,016
|
)
|
|
|
Proceeds from asset dispositions
|
—
|
|
2,517
|
|
110
|
|
—
|
|
2,627
|
|
|
|
Collection of advances/loans—related parties
|
—
|
|
550
|
|
—
|
|
—
|
|
550
|
|
|
|
Other
|
—
|
|
51
|
|
286
|
|
—
|
|
337
|
|
|
|
Net cash provided by continuing investing activities
|
—
|
|
2,401
|
|
97
|
|
—
|
|
2,498
|
|
|
|
Net cash used in discontinued operations
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
|
|
Net Cash Provided by Investing Activities
|
—
|
|
2,401
|
|
91
|
|
—
|
|
2,492
|
|
|
|
|
|
|
|
|
|
||||||
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
|
Distributions to ConocoPhillips
|
—
|
|
(5,421
|
)
|
(2,050
|
)
|
—
|
|
(7,471
|
)
|
|
|
Repayment of debt
|
—
|
|
(18
|
)
|
(8
|
)
|
—
|
|
(26
|
)
|
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Net cash used in continuing financing activities
|
—
|
|
(5,439
|
)
|
(2,059
|
)
|
—
|
|
(7,498
|
)
|
|
|
Net cash provided by (used in) discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Net Cash Used in Financing Activities
|
—
|
|
(5,439
|
)
|
(2,059
|
)
|
—
|
|
(7,498
|
)
|
|
|
|
|
|
|
|
|
||||||
|
Net Change in Cash and Cash Equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Cash and cash equivalents at beginning of period
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Selected Quarterly Financial Data
(Unaudited)
|
||||
|
|
Millions of Dollars
|
|
Per Share of Common Stock**
|
|||||||||||
|
|
Sales and Other Operating Revenues*
|
|
Income From Continuing Operations Before Income Taxes
|
|
Net Income
|
|
Net Income Attributable to Phillips 66
|
|
|
Net Income Attributable to Phillips 66
|
||||
|
|
|
Basic
|
|
Diluted
|
|
|||||||||
|
2013
|
|
|
|
|
|
|
|
|||||||
|
First
|
$
|
41,211
|
|
2,058
|
|
1,410
|
|
1,407
|
|
|
2.25
|
|
2.23
|
|
|
Second
|
43,190
|
|
1,453
|
|
960
|
|
958
|
|
|
1.55
|
|
1.53
|
|
|
|
Third
|
44,146
|
|
804
|
|
540
|
|
535
|
|
|
0.88
|
|
0.87
|
|
|
|
Fourth
|
43,049
|
|
1,211
|
|
833
|
|
826
|
|
|
1.38
|
|
1.37
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
2012
|
|
|
|
|
|
|
|
|||||||
|
First
|
$
|
45,745
|
|
1,052
|
|
638
|
|
636
|
|
|
1.01
|
|
1.00
|
|
|
Second
|
46,709
|
|
1,880
|
|
1,182
|
|
1,181
|
|
|
1.88
|
|
1.86
|
|
|
|
Third
|
42,903
|
|
2,429
|
|
1,601
|
|
1,599
|
|
|
2.53
|
|
2.51
|
|
|
|
Fourth
|
43,933
|
|
1,195
|
|
710
|
|
708
|
|
|
1.12
|
|
1.11
|
|
|
|
(a)
|
1.
|
Financial Statements and Supplementary Data
The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page 60, are filed as part of this annual report.
|
|
|
|
|
|
|
2.
|
Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts appears below. All other schedules are omitted because they are not required, not significant, not applicable or the information is shown in another schedule, the financial statements or the notes to consolidated financial statements.
The financial statements of WRB Refining LP, which follow on pages 129 to 148, are included pursuant to Rule 3-09 of Regulation S-X.
The financial statements of Chevron Phillips Chemical Company LLC, which follow on pages 149 to 190, are included pursuant to Rule 3-09 of Regulation S-X.
|
|
|
|
|
|
|
3.
|
Exhibits
The exhibits listed in the Index to Exhibits, which appears on pages 191 to 194 are filed as part of this annual report.
|
|
|
Millions of Dollars
|
||||||||||||||||
|
Description
|
Balance at
January 1
|
|
|
Charged to
Expense
|
|
|
Other (a)
|
|
|
Deductions
|
|
|
|
|
Balance at
December 31
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Allowance for doubtful accounts and notes receivable
|
$
|
50
|
|
|
10
|
|
|
—
|
|
|
(13
|
)
|
|
(b)
|
|
47
|
|
|
Deferred tax asset valuation allowance
|
329
|
|
|
20
|
|
|
(222
|
)
|
|
—
|
|
|
|
|
127
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Allowance for doubtful accounts and notes receivable
|
$
|
13
|
|
|
36
|
|
|
—
|
|
|
1
|
|
|
(b)
|
|
50
|
|
|
Deferred tax asset valuation allowance
|
210
|
|
|
61
|
|
|
54
|
|
|
4
|
|
|
|
|
329
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Allowance for doubtful accounts and notes receivable
|
$
|
7
|
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
|
(b)
|
|
13
|
|
|
Deferred tax asset valuation allowance
|
165
|
|
|
54
|
|
|
(9
|
)
|
|
—
|
|
|
|
|
210
|
|
|
|
|
Thousands of Dollars
|
||||||
|
Years ended December 31
|
2013
|
2012
|
2011
|
||||
|
|
|
||||||
|
Revenues and other income
|
|
|
|
||||
|
Related-party sales
|
$
|
11,615,102
|
|
10,306,627
|
|
10,050,921
|
|
|
Third-party sales
|
7,856,269
|
|
8,014,763
|
|
7,472,624
|
|
|
|
Other operating revenue
|
13,771
|
|
24,648
|
|
4,882
|
|
|
|
Related-party interest and other income
|
191,586
|
|
236,782
|
|
279,076
|
|
|
|
Total revenues and other income
|
19,676,728
|
|
18,582,820
|
|
17,807,503
|
|
|
|
|
|
|
|
||||
|
Costs and expenses
|
|
|
|
||||
|
Cost of sales
|
16,309,607
|
|
14,459,184
|
|
14,795,819
|
|
|
|
Operating expenses
|
834,566
|
|
963,037
|
|
781,522
|
|
|
|
Selling, general, and administrative expenses
|
99,454
|
|
82,235
|
|
66,363
|
|
|
|
Depreciation and amortization
|
475,186
|
|
475,076
|
|
368,544
|
|
|
|
Impairments
|
1,414
|
|
1,487
|
|
88,161
|
|
|
|
Taxes other than income taxes
|
57,127
|
|
68,825
|
|
65,139
|
|
|
|
Other expenses
|
3,729
|
|
4,880
|
|
3,896
|
|
|
|
Total costs and expenses
|
17,781,083
|
|
16,054,724
|
|
16,169,444
|
|
|
|
|
|
|
|
||||
|
Income before taxes
|
1,895,645
|
|
2,528,096
|
|
1,638,059
|
|
|
|
Texas margin tax
|
(7,355
|
)
|
9,427
|
|
7,267
|
|
|
|
Net income
|
$
|
1,903,000
|
|
2,518,669
|
|
1,630,792
|
|
|
|
Thousands of Dollars
|
||||
|
At December 31
|
2013
|
2012
|
|||
|
|
|
||||
|
Assets
|
|
|
|||
|
Cash and cash equivalents
|
$
|
475,094
|
|
346,152
|
|
|
Accounts receivable
|
270,258
|
|
184,390
|
|
|
|
Accounts receivable–related parties
|
404,044
|
|
335,185
|
|
|
|
Inventories
|
887,531
|
|
1,127,461
|
|
|
|
Other current assets
|
10,869
|
|
9,938
|
|
|
|
Total current assets
|
2,047,796
|
|
2,003,126
|
|
|
|
|
|
|
|||
|
Property, plant, and equipment
|
12,761,398
|
|
12,692,719
|
|
|
|
Less: Accumulated depreciation and amortization
|
2,495,203
|
|
2,165,748
|
|
|
|
Net property, plant, and equipment
|
10,266,195
|
|
10,526,971
|
|
|
|
|
|
|
|||
|
Intangible assets, net and other
|
14,489
|
|
15,911
|
|
|
|
Total assets
|
$
|
12,328,480
|
|
12,546,008
|
|
|
|
|
|
|||
|
Liabilities and partners' capital
|
|
|
|||
|
Accounts payable
|
$
|
104,513
|
|
164,174
|
|
|
Accounts payable–related parties
|
1,032,148
|
|
952,583
|
|
|
|
Income and other taxes payable
|
31,721
|
|
29,823
|
|
|
|
Short-term capital lease obligation
|
1,903
|
|
1,830
|
|
|
|
Other accruals
|
5,404
|
|
3,958
|
|
|
|
Total current liabilities
|
1,175,689
|
|
1,152,368
|
|
|
|
|
|
|
|||
|
Asset retirement obligations
|
68,743
|
|
71,805
|
|
|
|
Long-term capital lease obligation
|
12,334
|
|
14,237
|
|
|
|
Deferred tax liabilities and other
|
18,107
|
|
27,535
|
|
|
|
Total liabilities
|
1,274,873
|
|
1,265,945
|
|
|
|
|
|
|
|||
|
Partners' capital
|
11,053,607
|
|
11,280,063
|
|
|
|
Total liabilities and partners' capital
|
$
|
12,328,480
|
|
12,546,008
|
|
|
|
Thousands of Dollars
|
||||||
|
Years ended December 31
|
2013
|
2012
|
2011
|
||||
|
|
|
||||||
|
Operating activities
|
|
|
|
||||
|
Net income
|
$
|
1,903,000
|
|
2,518,669
|
|
1,630,792
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
475,186
|
|
475,076
|
|
368,544
|
|
|
|
Impairments
|
1,414
|
|
1,487
|
|
88,161
|
|
|
|
Accretion on discounted liabilities
|
3,058
|
|
4,143
|
|
3,681
|
|
|
|
Other
|
(21,762
|
)
|
(5,489
|
)
|
(7,195
|
)
|
|
|
Working capital adjustments:
|
|
|
|
||||
|
(Increase) in accounts and notes receivable
|
(154,726
|
)
|
(32,203
|
)
|
(14,434
|
)
|
|
|
Decrease (increase) in inventories
|
239,930
|
|
(185,831
|
)
|
(221,371
|
)
|
|
|
(Increase) decrease in other current assets
|
(931
|
)
|
(5,856
|
)
|
2,126
|
|
|
|
Increase (decrease) in accounts payable
|
32,282
|
|
(317,779
|
)
|
400,501
|
|
|
|
Increase (decrease) in taxes payable and other accruals
|
3,344
|
|
(6,117
|
)
|
23,535
|
|
|
|
Net cash provided by operating activities
|
2,480,795
|
|
2,446,100
|
|
2,274,340
|
|
|
|
|
|
|
|
||||
|
Investing activities
|
|
|
|
||||
|
Capital expenditures and investments
|
(220,567
|
)
|
(273,921
|
)
|
(828,168
|
)
|
|
|
Net cash used in investing activities
|
(220,567
|
)
|
(273,921
|
)
|
(828,168
|
)
|
|
|
|
|
|
|
||||
|
Financing activities
|
|
|
|
||||
|
Distributions paid to partners
|
(2,905,812
|
)
|
(2,881,564
|
)
|
(1,000,000
|
)
|
|
|
Partner contributions–promissory note repayment
|
776,356
|
|
731,471
|
|
689,180
|
|
|
|
Repayment of partner loans
|
—
|
|
—
|
|
(1,100,000
|
)
|
|
|
Repayment of capital lease obligation
|
(1,830
|
)
|
(1,759
|
)
|
(653
|
)
|
|
|
Net cash used in financing activities
|
(2,131,286
|
)
|
(2,151,852
|
)
|
(1,411,473
|
)
|
|
|
|
|
|
|
||||
|
Net change in cash and cash equivalents
|
128,942
|
|
20,327
|
|
34,699
|
|
|
|
Cash and cash equivalents at beginning of year
|
346,152
|
|
325,825
|
|
291,126
|
|
|
|
Cash and cash equivalents at end of year
|
$
|
475,094
|
|
346,152
|
|
325,825
|
|
|
|
Thousands of Dollars
|
||||||||||||
|
|
Phillips 66 WRB Partner LLC (GP)
|
Cenovus
GPco LLC
(GP)
|
ConocoPhillips
(LP)
|
Cenovus
(LP)
|
Phillips 66 Company (LP)
|
Total
Partners'
Capital
|
|||||||
|
|
|
|
|||||||||||
|
Balance as of December 31, 2010
|
$
|
14,645
|
|
4,538
|
|
7,307,914
|
|
2,264,418
|
|
—
|
|
9,591,515
|
|
|
Member contribution—promissory note repayment
|
—
|
|
1,378
|
|
—
|
|
687,802
|
|
—
|
|
689,180
|
|
|
|
Net income
|
1,631
|
|
1,631
|
|
813,765
|
|
813,765
|
|
—
|
|
1,630,792
|
|
|
|
Distributions to members
|
(1,000
|
)
|
(1,000
|
)
|
(499,000
|
)
|
(499,000
|
)
|
—
|
|
(1,000,000
|
)
|
|
|
Balance as of December 31, 2011
|
15,276
|
|
6,547
|
|
7,622,679
|
|
3,266,985
|
|
—
|
|
10,911,487
|
|
|
|
Member contribution—promissory note repayment
|
—
|
|
1,463
|
|
—
|
|
730,008
|
|
—
|
|
731,471
|
|
|
|
Equity transfer
|
—
|
|
—
|
|
(7,553,420
|
)
|
—
|
|
7,553,420
|
|
—
|
|
|
|
Net income
|
2,519
|
|
2,519
|
|
397,640
|
|
1,256,816
|
|
859,175
|
|
2,518,669
|
|
|
|
Distributions to members
|
(3,282
|
)
|
(3,282
|
)
|
(408,317
|
)
|
(1,437,500
|
)
|
(1,029,183
|
)
|
(2,881,564
|
)
|
|
|
Balance as of December 31, 2012
|
14,513
|
|
7,247
|
|
58,582
|
|
3,816,309
|
|
7,383,412
|
|
11,280,063
|
|
|
|
Member contribution—promissory note repayment
|
—
|
|
1,552
|
|
—
|
|
774,804
|
|
—
|
|
776,356
|
|
|
|
Equity transfer
|
—
|
|
—
|
|
(55,940
|
)
|
—
|
|
55,940
|
|
—
|
|
|
|
Net income
|
1,903
|
|
1,903
|
|
5,775
|
|
949,597
|
|
943,822
|
|
1,903,000
|
|
|
|
Distributions to members
|
(2,906
|
)
|
(2,906
|
)
|
(8,417
|
)
|
(1,525,000
|
)
|
(1,366,583
|
)
|
(2,905,812
|
)
|
|
|
Balance as of December 31, 2013
|
$
|
13,510
|
|
7,796
|
|
—
|
|
4,015,710
|
|
7,016,591
|
|
11,053,607
|
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
|
Thousands of Dollars
|
|||||
|
|
2013
|
|
2012
|
|||
|
|
|
|||||
|
Crude oil and petroleum products
|
$
|
843,198
|
|
|
1,086,286
|
|
|
Materials, supplies, and other
|
44,333
|
|
|
41,175
|
|
|
|
|
$
|
887,531
|
|
|
1,127,461
|
|
|
|
Thousands of Dollars
|
|||||||||||||
|
|
2013
|
|
2012
|
|||||||||||
|
|
Gross
PP&E
|
Accumulated
D&A
|
Net
PP&E
|
|
Gross
PP&E
|
Accumulated
D&A
|
Net
PP&E
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
Borger
|
$
|
3,651,281
|
|
(869,533
|
)
|
2,781,748
|
|
|
3,708,012
|
|
(876,454
|
)
|
2,831,558
|
|
|
Wood River
|
9,109,425
|
|
(1,625,670
|
)
|
7,483,755
|
|
|
8,983,351
|
|
(1,289,294
|
)
|
7,694,057
|
|
|
|
Headquarters
|
692
|
|
—
|
|
692
|
|
|
1,356
|
|
—
|
|
1,356
|
|
|
|
|
$
|
12,761,398
|
|
(2,495,203
|
)
|
10,266,195
|
|
|
12,692,719
|
|
(2,165,748
|
)
|
10,526,971
|
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
|
Thousands of Dollars
|
||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||
|
Amortizable intangible assets:
|
|
|
|
|
|
||||
|
Technology licenses
|
$
|
14,000
|
|
|
7,367
|
|
|
6,633
|
|
|
Balance at December 31, 2013
|
$
|
14,000
|
|
|
7,367
|
|
|
6,633
|
|
|
|
|
|
|
|
|
||||
|
Technology licenses
|
$
|
14,000
|
|
|
6,857
|
|
|
7,143
|
|
|
Balance at December 31, 2012
|
$
|
14,000
|
|
|
6,857
|
|
|
7,143
|
|
|
|
Thousands of Dollars
|
|||||
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|||
|
Asset retirement obligations
|
$
|
73,846
|
|
|
75,763
|
|
|
Asset retirement obligation costs due within one year*
|
(5,103
|
)
|
|
(3,958
|
)
|
|
|
Long-term asset retirement obligations
|
$
|
68,743
|
|
|
71,805
|
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
|
Thousands of Dollars
|
|||||
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|||
|
Beginning of period
|
$
|
75,763
|
|
|
106,938
|
|
|
Accretion of discount
|
3,058
|
|
|
4,143
|
|
|
|
Changes in estimates of existing obligations
|
(1,275
|
)
|
|
(31,418
|
)
|
|
|
Spending on existing obligations
|
(3,700
|
)
|
|
(3,900
|
)
|
|
|
Balance at December 31
|
$
|
73,846
|
|
|
75,763
|
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
•
|
Meet customer needs. Consistent with the policy to generally remain exposed to market prices, swap contracts are used to convert fixed-price sales contracts, which are often requested by refined product consumers, to a floating market price.
|
|
•
|
Manage the risk to WRB's cash flows from price exposures on specific crude oil and refined product transactions.
|
|
•
|
Manage the price risk of WRB inventories.
|
|
|
Thousands of Dollars
|
|||||
|
At December 31
|
2013
|
|
2012
|
|||
|
Assets
|
|
|
|
|||
|
Other current assets
|
$
|
744
|
|
|
3,731
|
|
|
|
|
|
|
|||
|
Liabilities
|
|
|
|
|||
|
Other accruals
|
$
|
1,395
|
|
|
4,617
|
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
|
Thousands of Dollars
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
|
|
||||
|
Third-party sales
|
$
|
(1,713
|
)
|
|
6,951
|
|
|
(563
|
)
|
|
Cost of sales
|
(9,310
|
)
|
|
983
|
|
|
9,237
|
|
|
|
|
Open Position Long/(Short)
|
||||
|
|
December 31
2013 |
|
December 31
2012 |
||
|
Commodity
|
|
|
|
||
|
Crude oil, refined products, and natural gas liquids
(thousands of barrels)
|
(513
|
)
|
|
(301
|
)
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
•
|
Cash and cash equivalents: The carrying amount reported on the balance sheet approximates fair value.
|
|
•
|
Accounts and notes receivable: The carrying amount reflects normal credit terms and management’s assessment of collectibility and approximates fair value.
|
|
•
|
Commodity swaps: Fair value is estimated based on forward market prices and approximates the exit price at period-end. When forward market prices are not available, fair value is estimated using the forward prices of a similar commodity with adjustments for differences in quality or location.
|
|
•
|
Futures: Fair values are based on quoted market prices obtained from the New York Mercantile Exchange, the InterContinental Exchange Futures, or other traded exchanges.
|
|
•
|
Level 1: Quoted prices (unadjusted) in an active market for identical assets or liabilities
|
|
•
|
Level 2: Inputs other than quoted prices that are directly or indirectly observable
|
|
•
|
Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
|
Thousands of Dollars
|
|||||||||||||||||||
|
|
December 31, 2013
|
|||||||||||||||||||
|
|
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
|
|
||||||||||||
|
Commodity Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Exchange-cleared instruments
|
$
|
744
|
|
|
—
|
|
|
—
|
|
|
744
|
|
(744
|
)
|
—
|
|
—
|
|
—
|
|
|
|
$
|
744
|
|
|
—
|
|
|
—
|
|
|
744
|
|
(744
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Exchange-cleared instruments
|
$
|
1,343
|
|
|
—
|
|
|
—
|
|
|
1,343
|
|
(744
|
)
|
(599
|
)
|
—
|
|
—
|
|
|
Physical forward contracts*
|
—
|
|
|
—
|
|
|
52
|
|
|
52
|
|
—
|
|
—
|
|
—
|
|
52
|
|
|
|
|
$
|
1,343
|
|
|
—
|
|
|
52
|
|
|
1,395
|
|
(744
|
)
|
(599
|
)
|
—
|
|
52
|
|
|
|
Thousands of Dollars
|
|||||||||||||||||||
|
|
December 31, 2012
|
|||||||||||||||||||
|
|
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
|
|
||||||||||||
|
Commodity Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Exchange-cleared instruments
|
$
|
3,731
|
|
|
—
|
|
|
—
|
|
|
3,731
|
|
(3,731
|
)
|
—
|
|
—
|
|
—
|
|
|
|
$
|
3,731
|
|
|
—
|
|
|
—
|
|
|
3,731
|
|
(3,731
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Exchange-cleared instruments
|
$
|
4,617
|
|
|
—
|
|
|
—
|
|
|
4,617
|
|
(3,731
|
)
|
(886
|
)
|
—
|
|
—
|
|
|
|
$
|
4,617
|
|
|
—
|
|
|
—
|
|
|
4,617
|
|
(3,731
|
)
|
(886
|
)
|
—
|
|
—
|
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
|
Thousands of Dollars
|
||
|
|
|
||
|
2014
|
$
|
14,609
|
|
|
2015
|
14,522
|
|
|
|
2016
|
11,416
|
|
|
|
2017
|
9,016
|
|
|
|
2018
|
3,318
|
|
|
|
Remaining years
|
—
|
|
|
|
Net minimum operating lease payments
|
$
|
52,881
|
|
|
Notes to Financial Statements
|
WRB Refining LP
|
|
|
Thousands of Dollars
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
|
|
||||||||
|
Operating/other revenues (a) (d)
|
$
|
11,804,843
|
|
|
10,541,927
|
|
|
10,324,759
|
|
|
Cost of sales (b) (d)
|
15,056,453
|
|
|
13,853,123
|
|
|
14,290,159
|
|
|
|
Operating expenses and selling, general, and administrative expenses (c)
|
432,796
|
|
|
429,626
|
|
|
433,584
|
|
|
|
(a)
|
WRB sells petroleum finished products and crude oil to Phillips 66 and Cenovus under the terms of existing agreements. Interest income is earned from CUH related to CUH's promissory note; see Note 2 — Contribution of Assets to WRB Refining. In
2013
,
2012
, and
2011
, this amount totaled $189.7 million, $235.3 million and $278.2 million, respectively. Interest income receivable was $43.0 million and $54.7 million at
December 31, 2013
and
2012
, respectively, and is included in accounts receivable - related parties.
|
|
(b)
|
Crude oil, natural gas, natural gas liquids, and other feedstocks are purchased from Phillips 66 for use in refinery processes at market prices as per the Feedstock Supply Agreement. Fees are paid to various pipeline companies related to Phillips 66 for transporting crude oil and finished refined products.
|
|
(c)
|
WRB pays Phillips 66 for payroll and benefits related to refinery personnel, general and administrative expenses from various Phillips 66 corporate service providers, and natural gas that Phillips 66 acquired for the refineries.
|
|
(d)
|
A portion of WRB's economic hedging activities are done through derivative transactions with Phillips 66. As of
December 31, 2013
, there are no unrealized derivative assets with Phillips 66 reflected on the balance sheet. There were no derivative transactions with Phillips 66 in 2013. In 2012, derivative transactions with Phillips 66 resulted in $0.4 million in gains, reflected in cost of sales. In 2011, derivative transactions with Phillips 66 resulted in $5.7 million in gains, reflecting a $4.4 million loss in revenues along with a $10.1 million gain in cost of sales.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
||
|
|
|
|
|
|
|
|
2013 Consolidated Financial Statements
|
|
||
|
|
With Report of Independent Auditors
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Consolidated Statement of Comprehensive Income
|
|
|
||
|
|
|
Years Ended December 31
|
|
||||||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Revenues and Other Income
|
|
|
|
|
||||
|
|
Sales and other operating revenues
|
$
|
13,147
|
|
13,243
|
|
13,867
|
|
|
|
|
Equity in income of affiliates, net
|
627
|
|
507
|
|
379
|
|
|
|
|
|
Other income
|
16
|
|
30
|
|
21
|
|
|
|
|
|
Total Revenues and Other Income
|
13,790
|
|
13,780
|
|
14,267
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Costs and Expenses
|
|
|
|
|
||||
|
|
Cost of goods sold
|
10,311
|
|
10,329
|
|
11,632
|
|
|
|
|
|
Selling, general and administrative
|
606
|
|
600
|
|
538
|
|
|
|
|
|
Research and development
|
58
|
|
50
|
|
46
|
|
|
|
|
|
Loss on early extinguishment of debt
|
—
|
|
287
|
|
—
|
|
|
|
|
|
Total Costs and Expenses
|
10,975
|
|
11,266
|
|
12,216
|
|
|
|
|
|
Income from Continuing Operations Before Interest and Taxes
|
2,815
|
|
2,514
|
|
2,051
|
|
|
|
|
|
Interest income
|
3
|
|
3
|
|
4
|
|
|
|
|
|
Interest expense
|
—
|
|
11
|
|
22
|
|
|
|
|
|
Income from Continuing Operations Before Taxes
|
2,818
|
|
2,506
|
|
2,033
|
|
|
|
|
|
Income tax expense
|
71
|
|
67
|
|
57
|
|
|
|
|
|
Income from Continuing Operations
|
2,747
|
|
2,439
|
|
1,976
|
|
|
|
|
|
Discontinued operations
|
(4
|
)
|
(36
|
)
|
(6
|
)
|
|
|
|
|
Net Income
|
2,743
|
|
2,403
|
|
1,970
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
||||
|
|
Foreign currency translation adjustments
|
(4
|
)
|
10
|
|
(3
|
)
|
|
|
|
|
Defined benefit plans adjustments:
|
|
|
|
|
||||
|
|
Net actuarial gain (loss)
|
154
|
|
(79
|
)
|
(115
|
)
|
|
|
|
|
Prior service cost
|
22
|
|
16
|
|
17
|
|
|
|
|
|
Defined benefit plans adjustments—equity affiliate
|
(1
|
)
|
(1
|
)
|
—
|
|
|
|
|
|
Total Other Comprehensive Income (Loss)
|
171
|
|
(54
|
)
|
(101
|
)
|
|
|
|
|
Comprehensive Income
|
$
|
2,914
|
|
2,349
|
|
1,869
|
|
|
|
|
|
|
|
|
|
||||
|
|
See Notes to Consolidated Financial Statements.
|
|
|
|
|
||||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Consolidated Balance Sheet
|
|
|
||
|
|
|
At December 31
|
|
||||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
|
|
|
|
ASSETS
|
|
|
|
|||
|
|
Cash and cash equivalents
|
$
|
674
|
|
738
|
|
|
|
|
Accounts receivable, net—trade (net of allowance of $7 million in 2013 and $6 million in 2012)
|
1,188
|
|
1,141
|
|
|
|
|
|
Accounts receivable—affiliates
|
253
|
|
236
|
|
|
|
|
|
Inventories
|
995
|
|
972
|
|
|
|
|
|
Prepaid expenses and other current assets
|
31
|
|
39
|
|
|
|
|
|
Assets held for sale
|
—
|
|
76
|
|
|
|
|
|
Total Current Assets
|
3,141
|
|
3,202
|
|
|
|
|
|
|
|
|
|
|||
|
|
Property, plant and equipment
|
9,345
|
|
8,177
|
|
|
|
|
|
Less: accumulated depreciation
|
5,122
|
|
4,915
|
|
|
|
|
|
Property, plant and equipment, net
|
4,223
|
|
3,262
|
|
|
|
|
|
Investments in and advances to affiliates
|
3,093
|
|
2,871
|
|
|
|
|
|
Other assets and deferred charges
|
76
|
|
74
|
|
|
|
|
|
Total Assets
|
$
|
10,533
|
|
9,409
|
|
|
|
|
|
|
|
|
|||
|
|
LIABILITIES AND MEMBERS' EQUITY
|
|
|
|
|||
|
|
Accounts payable—trade
|
$
|
1,069
|
|
829
|
|
|
|
|
Accounts payable—affiliates
|
243
|
|
279
|
|
|
|
|
|
Accrued income and other taxes
|
82
|
|
87
|
|
|
|
|
|
Accrued salaries, wages and benefits
|
145
|
|
155
|
|
|
|
|
|
Short-term debt—affiliates
|
11
|
|
11
|
|
|
|
|
|
Accrued distributions to members
|
270
|
|
581
|
|
|
|
|
|
Other current liabilities and deferred credits
|
46
|
|
58
|
|
|
|
|
|
Total Current Liabilities
|
1,866
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|||
|
|
Employee benefit obligations
|
213
|
|
418
|
|
|
|
|
|
Other liabilities and deferred credits
|
99
|
|
90
|
|
|
|
|
|
Total Liabilities
|
2,178
|
|
2,508
|
|
|
|
|
|
|
|
|
|
|||
|
|
Members' capital
|
8,522
|
|
7,239
|
|
|
|
|
|
Accumulated other comprehensive loss
|
(167
|
)
|
(338
|
)
|
|
|
|
|
Total Members' Equity
|
8,355
|
|
6,901
|
|
|
|
|
|
Total Liabilities and Members' Equity
|
$
|
10,533
|
|
9,409
|
|
|
|
|
|
|
|
|
|||
|
|
See Notes to Consolidated Financial Statements.
|
|
|
|
|||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Consolidated Statement of Changes in Members' Equity
|
|
|
||
|
|
Millions of Dollars
|
Members' Capital
|
Accumulated Other Comprehensive Income/(Loss)
|
Total Members' Equity
|
|
||||
|
|
December 31, 2010
|
$
|
5,037
|
|
(183
|
)
|
4,854
|
|
|
|
|
Net income
|
1,970
|
|
—
|
|
1,970
|
|
|
|
|
|
Other comprehensive loss
|
—
|
|
(101
|
)
|
(101
|
)
|
|
|
|
|
Distributions to members
|
(895
|
)
|
—
|
|
(895
|
)
|
|
|
|
|
December 31, 2011
|
6,112
|
|
(284
|
)
|
5,828
|
|
|
|
|
|
Net income
|
2,403
|
|
—
|
|
2,403
|
|
|
|
|
|
Other comprehensive loss
|
—
|
|
(54
|
)
|
(54
|
)
|
|
|
|
|
Distributions to members
|
(1,276
|
)
|
—
|
|
(1,276
|
)
|
|
|
|
|
December 31, 2012
|
7,239
|
|
(338
|
)
|
6,901
|
|
|
|
|
|
Net income
|
2,743
|
|
—
|
|
2,743
|
|
|
|
|
|
Other comprehensive income
|
—
|
|
171
|
|
171
|
|
|
|
|
|
Distributions to members
|
(1,460
|
)
|
—
|
|
(1,460
|
)
|
|
|
|
|
December 31, 2013
|
$
|
8,522
|
|
(167
|
)
|
8,355
|
|
|
|
|
|
|
|
|
|
||||
|
|
See Notes to Consolidated Financial Statements.
|
|
|
|
|
||||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Consolidated Statement of Cash Flows
|
|
|
||
|
|
|
Years ended December 31
|
|
||||||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
||||
|
|
Net income
|
$
|
2,743
|
|
2,403
|
|
1,970
|
|
|
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities
|
|
|
|
|
||||
|
|
Depreciation, amortization and retirements
|
278
|
|
265
|
|
258
|
|
|
|
|
|
Distributions greater (less) than income from equity affiliates
|
54
|
|
(101
|
)
|
(72
|
)
|
|
|
|
|
Loss on early extinguishment of debt
|
—
|
|
287
|
|
—
|
|
|
|
|
|
Losses on asset impairments
|
24
|
|
91
|
|
—
|
|
|
|
|
|
Net increase in operating working capital
|
(48
|
)
|
(83
|
)
|
(217
|
)
|
|
|
|
|
Benefit plan contributions
|
(137
|
)
|
(89
|
)
|
(75
|
)
|
|
|
|
|
Other
|
116
|
|
70
|
|
83
|
|
|
|
|
|
Net Cash Provided by Operating Activities
|
3,030
|
|
2,843
|
|
1,947
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Cash Flows From Investing Activities
|
|
|
|
|
||||
|
|
Capital expenditures
|
(1,125
|
)
|
(550
|
)
|
(308
|
)
|
|
|
|
|
Purchases of intangible assets
|
(2
|
)
|
(18
|
)
|
(33
|
)
|
|
|
|
|
Capitalized interest on equity method investments
|
(1
|
)
|
(28
|
)
|
(59
|
)
|
|
|
|
|
Advances to Jubail Chevron Phillips Company
|
(11
|
)
|
—
|
|
—
|
|
|
|
|
|
Advances to Chevron Phillips Singapore Chemicals Limited
|
(6
|
)
|
(15
|
)
|
—
|
|
|
|
|
|
Advances to Saudi Polymers Company
|
(98
|
)
|
(200
|
)
|
—
|
|
|
|
|
|
Liquidation funding for Phillips Sumika Polypropylene Company
|
—
|
|
(9
|
)
|
(24
|
)
|
|
|
|
|
Investments in and advances to Petrochemical Conversion Company Ltd.
|
(149
|
)
|
(136
|
)
|
(20
|
)
|
|
|
|
|
(Advances to) repayments from Qatar Chemical Company II Ltd. (Q-Chem II)
|
55
|
|
303
|
|
(99
|
)
|
|
|
|
|
Proceeds from the sale of assets
|
14
|
|
—
|
|
—
|
|
|
|
|
|
Other
|
—
|
|
1
|
|
9
|
|
|
|
|
|
Net Cash Used in Investing Activities
|
(1,323
|
)
|
(652
|
)
|
(534
|
)
|
|
|
|
|
|
|
|
|
|
||||
|
|
Cash Flows From Financing Activities
|
|
|
|
|
||||
|
|
Repayment of debt
|
—
|
|
(1,284
|
)
|
(500
|
)
|
|
|
|
|
Proceeds from the issuance of long-term debt
|
—
|
|
—
|
|
299
|
|
|
|
|
|
Distributions to members
|
(1,771
|
)
|
(695
|
)
|
(1,320
|
)
|
|
|
|
|
Net Cash Used in Financing Activities
|
(1,771
|
)
|
(1,979
|
)
|
(1,521
|
)
|
|
|
|
|
|
|
|
|
|
||||
|
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
(64
|
)
|
212
|
|
(108
|
)
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period
|
738
|
|
526
|
|
634
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period
|
$
|
674
|
|
738
|
|
526
|
|
|
|
|
|
|
|
|
|
||||
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
||||
|
|
Net increase in operating working capital
|
|
|
|
|
||||
|
|
Decrease (increase) in accounts receivable
|
$
|
(35
|
)
|
85
|
|
(166
|
)
|
|
|
|
Increase in inventories
|
(4
|
)
|
(166
|
)
|
(126
|
)
|
|
|
|
|
Decrease (increase) in prepaid expenses and other current assets
|
9
|
|
—
|
|
(9
|
)
|
|
|
|
|
Increase in accounts payable
|
95
|
|
49
|
|
109
|
|
|
|
|
|
Increase (decrease) in accrued income and other taxes
|
(10
|
)
|
15
|
|
9
|
|
|
|
|
|
Decrease in other current liabilities
|
(103
|
)
|
(66
|
)
|
(34
|
)
|
|
|
|
|
Total
|
$
|
(48
|
)
|
(83
|
)
|
(217
|
)
|
|
|
|
Cash paid for interest
|
$
|
—
|
|
18
|
|
27
|
|
|
|
|
Cash paid for income taxes
|
72
|
|
65
|
|
51
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
See Notes to Consolidated Financial Statements.
|
|
|
|
|
||||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
Index
|
|
Page
|
|
|
|
|
1.
|
General Information
|
|
156
|
|
|
|
|
2.
|
Summary of Significant Accounting Policies
|
|
156
|
|
|
|
|
3.
|
New Accounting Standards
|
|
159
|
|
|
|
|
4.
|
Discontinued Operations
|
|
159
|
|
|
|
|
5.
|
Accumulated Other Comprehensive Loss
|
|
160
|
|
|
|
|
6.
|
Transactions with Affiliates
|
|
161
|
|
|
|
|
7.
|
Inventories
|
|
162
|
|
|
|
|
8.
|
Investments in and Advances to Affiliates
|
|
162
|
|
|
|
|
9.
|
Property, Plant and Equipment
|
|
169
|
|
|
|
|
10.
|
Asset Retirement Obligations and Accrued Environmental Liabilities
|
|
169
|
|
|
|
|
11.
|
Debt
|
|
170
|
|
|
|
|
12.
|
Guarantees, Commitments and Indemnifications
|
|
171
|
|
|
|
|
13.
|
Contingent Liabilities
|
|
172
|
|
|
|
|
14.
|
Credit Risk
|
|
173
|
|
|
|
|
15.
|
Operating Leases
|
|
173
|
|
|
|
|
16.
|
Fair Value Measurements
|
|
174
|
|
|
|
|
17.
|
Employee Benefit Plans
|
|
175
|
|
|
|
|
18.
|
Income Taxes and Distributions
|
|
181
|
|
|
|
|
19.
|
Segment and Geographic Information
|
|
183
|
|
|
|
|
20.
|
Financial Information of Chevron Phillips Chemical Company LP
|
|
187
|
|
|
|
|
21.
|
Other Financial Information
|
|
190
|
|
|
|
|
22.
|
Subsequent Events
|
|
190
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
|
|
|
|
1
Unless otherwise indicated, “the Company” and “CPChem” are used in this report to refer to the business of Chevron Phillips Chemical Company LLC and its consolidated subsidiaries.
|
||||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
|
At December 31
|
|
|
|
|
|
Millions of Dollars
|
|
2012
|
|
|
|
|
|
Assets
|
|
|
|
||
|
|
Accounts receivable, net
|
|
$
|
30
|
|
|
|
|
Inventories
|
|
13
|
|
|
|
|
|
Property, plant and equipment, net
|
|
23
|
|
|
|
|
|
Other
|
|
10
|
|
|
|
|
|
Assets held for sale
|
|
76
|
|
|
|
|
|
Liabilities
|
|
|
|
||
|
|
Other
|
|
9
|
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
|
|
|
|
|
At December 31, 2012
|
$
|
(431
|
)
|
93
|
|
(338
|
)
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
126
|
|
(23
|
)
|
103
|
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
49
|
|
—
|
|
49
|
|
|
|
|
|
Amount recognized from disposition of wholly-owned foreign subsidiary
|
—
|
|
19
|
|
19
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
175
|
|
(4
|
)
|
171
|
|
|
|
|
|
At December 31, 2013
|
$
|
(256
|
)
|
89
|
|
(167
|
)
|
|
|
|
Millions of Dollars
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
|
|
|
|
|
At December 31, 2011
|
$
|
(367
|
)
|
83
|
|
(284
|
)
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
(105
|
)
|
10
|
|
(95
|
)
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
41
|
|
—
|
|
41
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
(64
|
)
|
10
|
|
(54
|
)
|
|
|
|
|
At December 31, 2012
|
$
|
(431
|
)
|
93
|
|
(338
|
)
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Sales and other operating revenues (a)
|
$
|
2,213
|
|
2,474
|
|
2,801
|
|
|
|
|
Cost of goods sold (b,c,d)
|
3,774
|
|
4,088
|
|
4,219
|
|
|
|
|
|
Selling, general and administrative (c,d)
|
(14
|
)
|
(22
|
)
|
(47
|
)
|
|
|
|
a.
|
CPChem sold ethylene residue gas and natural gas liquids to Phillips 66; specialty chemicals, alpha olefin products, and aromatics and styrenics by-products to Chevron; and feedstocks to equity affiliates, all at prices that approximated market. CPChem received royalties on licensed technology and marketing fees on product sales from certain equity affiliates.
|
|
b.
|
CPChem purchased various feedstocks and finished products from Chevron, Phillips 66, and certain equity affiliates at prices that approximated market. In addition, Chevron and Phillips 66 provided CPChem with certain common facility and manufacturing services at certain facilities.
|
|
c.
|
Chevron and Phillips 66 provided various services to CPChem under services agreements, including engineering consultation, research and development, laboratory services, procurement services and pipeline operating services.
|
|
d.
|
Cost of goods sold amounts were reduced for billings to certain equity affiliates and Phillips 66 primarily for non-core services provided at cost, totaling $18 million in 2013, $43 million in 2012, and $94 million in 2011, that were credited to expense. Cost of goods sold amounts were also reduced for marketing fees paid to CPChem by certain equity affiliates under sales and marketing agreements with those entities, totaling $34 million in 2013, $36 million in 2012, and $39 million in 2011. Selling, general and administrative amounts also included credits for non-core services provided at cost totaling $79 million in 2013, $84 million in 2012, and $91 million in 2011.
|
|
|
|
|
|
|
|
2
Transactions occurring with Phillips 66 were conducted with ConocoPhillips prior to the May 1, 2012 downstream separation of ConocoPhillips.
|
||||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
|
|
|
|
LIFO inventories
|
|
|
|
|||
|
|
Olefins & Polyolefins
|
$
|
461
|
|
429
|
|
|
|
|
Specialties, Aromatics & Styrenics
|
170
|
|
182
|
|
|
|
|
|
Total LIFO inventories
|
631
|
|
611
|
|
|
|
|
|
Non-LIFO inventories
|
|
|
|
|||
|
|
Olefins & Polyolefins
|
146
|
|
124
|
|
|
|
|
|
Specialties, Aromatics & Styrenics
|
107
|
|
137
|
|
|
|
|
|
Total non-LIFO inventories
|
253
|
|
261
|
|
|
|
|
|
Materials, supplies and other
|
111
|
|
100
|
|
|
|
|
|
Total inventories
|
$
|
995
|
|
972
|
|
|
|
|
|
Ownership
Interest
|
Segment
|
|
|
|
Americas Styrenics LLC
|
50%
|
SAS
|
|
|
|
Chevron Phillips Singapore Chemicals (Private) Limited
|
50
|
O&P
|
|
|
|
Gulf Polymers Distribution Company FZCo
|
35
|
O&P
|
|
|
|
Jubail Chevron Phillips Company
|
50
|
SAS
|
|
|
|
K R Copolymer Co., Ltd.
|
60
|
SAS
|
|
|
|
Petrochemical Conversion Company Ltd.
|
50
|
SAS
|
|
|
|
Phillips Sumika Polypropylene Company
|
60
*
|
O&P
|
|
|
|
Qatar Chemical Company Ltd. (Q-Chem)
|
49
|
O&P
|
|
|
|
Qatar Chemical Company II Ltd. (Q-Chem II)
|
49
|
O&P
|
|
|
|
Saudi Chevron Phillips Company
|
50
|
SAS
|
|
|
|
Saudi Polymers Company
|
35
|
O&P
|
|
|
|
Shanghai Golden Phillips Petrochemical Company Limited
|
40
|
O&P
|
|
|
|
|
|
|
|
|
|
*
Profit/loss sharing percentage
|
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
Recorded in the Balance Sheet as
|
Amount
|
|
||
|
|
Carrying amount of equity investment in Q-Chem II
|
Investments in and advances to affiliates
|
$
|
581
|
|
|
|
|
Unrecorded pro rata share of Q-Chem II's cash deficiency to cover its senior debt payments
|
Not applicable
|
25
|
|
|
|
|
|
Total
|
|
$
|
606
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
|
|
|
|
Americas Styrenics LLC
|
$
|
59
|
|
64
|
|
|
|
|
Jubail Chevron Phillips Company
|
17
|
|
18
|
|
|
|
|
|
Qatar Chemical Company II Ltd. (Q-Chem II)
|
25
|
|
26
|
|
|
|
|
|
Saudi Polymers Company
|
114
|
|
119
|
|
|
|
|
|
All others in the aggregate
|
5
|
|
4
|
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
Saudi Polymers Company
|
|
||||||
|
|
|
||||||||
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Revenues
|
$
|
1,213
|
|
246
|
|
—
|
|
|
|
|
Income before income taxes
|
(12
|
)
|
(175
|
)
|
(6
|
)
|
|
|
|
|
Net income
|
(14
|
)
|
(163
|
)
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
||||
|
|
At December 31
|
|
|
|
|
||||
|
|
Current assets
|
$
|
610
|
|
222
|
|
69
|
|
|
|
|
Noncurrent assets
|
4,971
|
|
5,199
|
|
4,846
|
|
|
|
|
|
Current liabilities
|
427
|
|
290
|
|
74
|
|
|
|
|
|
Noncurrent liabilities
|
4,060
|
|
4,024
|
|
3,570
|
|
|
|
|
|
Millions of Dollars
|
Other Middle East
Equity Investments
|
|
All Others
in the Aggregate
|
|
|||||||||||
|
|
|
|
||||||||||||||
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Revenues
|
$
|
6,633
|
|
6,140
|
|
5,364
|
|
|
2,996
|
|
2,636
|
|
3,094
|
|
|
|
|
Income (loss) before income taxes
|
1,855
|
|
1,586
|
|
1,251
|
|
|
32
|
|
5
|
|
(116)
3
|
|
|
|
|
|
Net income (loss)
|
1,447
|
|
1,239
|
|
977
|
|
|
31
|
|
(5
|
)
|
(122)
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
At December 31
|
|
|
|
|
|
|
|
|
|||||||
|
|
Current assets
|
$
|
2,718
|
|
2,445
|
|
2,554
|
|
|
658
|
|
611
|
|
733
|
|
|
|
|
Noncurrent assets
|
4,511
|
|
4,458
|
|
4,326
|
|
|
465
|
|
496
|
|
513
|
|
|
|
|
|
Current liabilities
|
1,686
|
|
1,492
|
|
1,935
|
|
|
335
|
|
309
|
|
463
|
|
|
|
|
|
Noncurrent liabilities
|
1,915
|
|
2,136
|
|
2,510
|
|
|
112
|
|
105
|
|
80
|
|
|
|
|
|
3
Includes losses of $85 million derived from PSPC based on CPChem’s recognized portion of its losses, including wind-up activities that carried over into 2012 and were completed in 2013.
|
|
||||||||||||||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
|
|
|
|
Olefins & Polyolefins
|
$
|
7,206
|
|
6,093
|
|
|
|
|
Specialties, Aromatics & Styrenics
|
1,869
|
|
1,792
|
|
|
|
|
|
Other
|
270
|
|
292
|
|
|
|
|
|
Gross property, plant and equipment, at cost
|
9,345
|
|
8,177
|
|
|
|
|
|
Less: accumulated depreciation
|
5,122
|
|
4,915
|
|
|
|
|
|
Property, plant and equipment, net
|
$
|
4,223
|
|
3,262
|
|
|
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
|
|
|
|
Asset retirement obligations
|
$
|
17
|
|
14
|
|
|
|
|
Accrued environmental liabilities
|
6
|
|
10
|
|
|
|
|
|
Total asset retirement obligations and accrued environmental liabilities
|
23
|
|
24
|
|
|
|
|
|
Less: portion classified as short-term
|
4
|
|
5
|
|
|
|
|
|
Long-term asset retirement obligations and accrued environmental liabilities
|
$
|
19
|
|
19
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
Deferred Compensation Liabilities at Fair Value
|
|
||||||||
|
|
Millions of Dollars
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
2013
|
$
|
56
|
|
5
|
|
—
|
|
61
|
|
|
|
|
2012
|
45
|
|
3
|
|
—
|
|
48
|
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
Pension Benefits
|
|
Other Benefits
|
|
|||||||
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
|
||
|
|
Change in Benefit Obligation
|
|
|
|
|
|
|
|||||
|
|
Benefit obligation at January 1
|
$
|
1,033
|
|
873
|
|
|
146
|
|
148
|
|
|
|
|
Service cost
|
48
|
|
50
|
|
|
4
|
|
4
|
|
|
|
|
|
Interest cost
|
41
|
|
37
|
|
|
5
|
|
6
|
|
|
|
|
|
Actuarial loss (gain)
|
(65
|
)
|
137
|
|
|
4
|
|
(6
|
)
|
|
|
|
|
Plan amendments
|
—
|
|
6
|
|
|
—
|
|
—
|
|
|
|
|
|
Foreign currency exchange rate change
|
2
|
|
1
|
|
|
—
|
|
—
|
|
|
|
|
|
Benefits paid
|
(52
|
)
|
(66
|
)
|
|
(6
|
)
|
(6
|
)
|
|
|
|
|
Settlements
|
(4
|
)
|
(5
|
)
|
|
—
|
|
—
|
|
|
|
|
|
Benefit obligation at December 31
|
1,003
|
|
1,033
|
|
|
153
|
|
146
|
|
|
|
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|||||
|
|
Fair value of plan assets at January 1
|
705
|
|
614
|
|
|
106
|
|
100
|
|
|
|
|
|
Actual return on plan assets
|
104
|
|
77
|
|
|
16
|
|
4
|
|
|
|
|
|
Employer contributions
|
134
|
|
84
|
|
|
3
|
|
5
|
|
|
|
|
|
Foreign currency exchange rate change
|
1
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
Benefits paid
|
(52
|
)
|
(66
|
)
|
|
(4
|
)
|
(4
|
)
|
|
|
|
|
Settlements
|
(4
|
)
|
(4
|
)
|
|
—
|
|
—
|
|
|
|
|
|
Plan participant contributions
|
—
|
|
—
|
|
|
1
|
|
1
|
|
|
|
|
|
Fair value of plan assets at December 31
|
888
|
|
705
|
|
|
122
|
|
106
|
|
|
|
|
|
Funded Status at December 31
|
$
|
(115
|
)
|
(328
|
)
|
|
(31
|
)
|
(40
|
)
|
|
|
|
Millions of Dollars
|
Pension Benefits
|
|
Other Benefits
|
|
|||||||
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
|
||
|
|
Current liabilities – accrued benefit liability
|
$
|
5
|
|
6
|
|
|
—
|
|
—
|
|
|
|
|
Noncurrent liabilities – accrued benefit liability
|
110
|
|
322
|
|
|
31
|
|
40
|
|
|
|
|
|
Total recognized
|
$
|
115
|
|
328
|
|
|
31
|
|
40
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
Pension Benefits
|
|
Other Benefits
|
|
|||||||
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
|
||
|
|
Net actuarial loss
|
$
|
212
|
|
358
|
|
|
6
|
|
14
|
|
|
|
|
Prior service cost
|
31
|
|
49
|
|
|
4
|
|
8
|
|
|
|
|
|
Total recognized
|
$
|
243
|
|
407
|
|
|
10
|
|
22
|
|
|
|
|
Millions of Dollars
|
Pension Benefits
|
|
Other Benefits
|
|
|
|
|
|
Unrecognized net actuarial loss
|
$
|
14
|
|
—
|
|
|
|
|
Unrecognized prior service cost
|
7
|
|
4
|
|
|
|
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
|
|
|
|
Projected benefit obligation
|
$
|
79
|
|
1,033
|
|
|
|
|
Accumulated benefit obligation
|
74
|
|
908
|
|
|
|
|
|
Fair value of plan assets
|
16
|
|
705
|
|
|
|
|
|
|
2013
|
|
2012
|
|
||||||
|
|
Pension
Benefits
|
|
Other
Benefits
|
|
|
Pension
Benefits
|
|
Other
Benefits
|
|
|
|
|
|
Discount rate
|
5.05
|
%
|
4.01
|
|
|
4.10
|
|
4.10
|
|
|
|
|
Rate of increase in compensation levels
|
4.10
|
|
—
|
|
|
4.00
|
|
—
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
|||||||||||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Net periodic benefit cost
|
|
|
|
|
|
|
|
|
|||||||
|
|
Service cost
|
$
|
47
|
|
50
|
|
44
|
|
|
4
|
|
4
|
|
4
|
|
|
|
|
Interest cost
|
41
|
|
37
|
|
38
|
|
|
5
|
|
6
|
|
7
|
|
|
|
|
|
Expected return on plan assets
|
(52
|
)
|
(47
|
)
|
(40
|
)
|
|
(8
|
)
|
(7
|
)
|
(7
|
)
|
|
|
|
|
Amortization of prior service cost
|
18
|
|
18
|
|
18
|
|
|
4
|
|
4
|
|
4
|
|
|
|
|
|
Recognized actuarial loss
|
27
|
|
19
|
|
16
|
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Settlements
|
2
|
|
2
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Total net periodic benefit cost
|
83
|
|
79
|
|
76
|
|
|
5
|
|
7
|
|
8
|
|
|
|
|
|
Changes recognized in
other comprehensive (income) loss
|
|
|
|
|
|
|
|
|
|||||||
|
|
Net actuarial loss (gain) during period
|
(119
|
)
|
104
|
|
123
|
|
|
(8
|
)
|
(6
|
)
|
8
|
|
|
|
|
|
Reclassification adjustment –
actuarial loss
|
(27
|
)
|
(19
|
)
|
(16
|
)
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Prior service cost during period
|
—
|
|
6
|
|
4
|
|
|
—
|
|
—
|
|
1
|
|
|
|
|
|
Reclassification adjustment –
prior service cost
|
(18
|
)
|
(18
|
)
|
(18
|
)
|
|
(4
|
)
|
(4
|
)
|
(4
|
)
|
|
|
|
|
Total changes recognized in
other comprehensive (income) loss
|
(164
|
)
|
73
|
|
93
|
|
|
(12
|
)
|
(10
|
)
|
5
|
|
|
|
|
|
Recognized in net periodic benefit
cost and other comprehensive (income) loss
|
$
|
(81
|
)
|
152
|
|
169
|
|
|
(7
|
)
|
(3
|
)
|
13
|
|
|
|
|
|
One-Percentage Point
|
|
||||
|
|
Millions of Dollars
|
Increase
|
|
Decrease
|
|
|
|
|
|
Effect on total service and interest cost components
|
$
|
—
|
|
—
|
|
|
|
|
Effect on the postretirement benefit obligation
|
1
|
|
(1
|
)
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||||
|
|
|
Pension
Benefits
|
|
Other
Benefits
|
|
|
Pension
Benefits
|
|
Other
Benefits
|
|
|
Pension
Benefits
|
|
Other
Benefits
|
|
|
|
|
Discount rate
|
5.05
|
%
|
4.01
|
|
|
4.10
|
|
4.10
|
|
|
4.30
|
|
4.30
|
|
|
|
|
Expected return on plan assets
|
7.25
|
|
7.25
|
|
|
7.50
|
|
7.50
|
|
|
7.50
|
|
7.50
|
|
|
|
|
Rate of increase in
compensation levels
|
4.10
|
|
—
|
|
|
4.00
|
|
—
|
|
|
4.50
|
|
—
|
|
|
|
•
|
Mutual funds are valued using quoted market prices that represent the net asset values of shares held by the plans at year-end.
|
|
•
|
Common collective trusts (CCTs) are valued at fair value using the net asset value as determined by the issuer based on the current values of the underlying assets of such trust.
|
|
•
|
Guaranteed investment contracts (GIC) are valued using a discounted cash flow method. The projected cash flow stream related to the holdings at December 31, 2013 through a date corresponding to the projected average estimated duration of the participants’ investments in the contracts is discounted using the equivalent Treasury bond yield adjusted for the credit quality of the GIC issuer.
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
2013
|
|
2012
|
|
|||||||||||||||
|
|
Millions of Dollars
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
Asset Class
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Mutual funds/CCTs
4
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
U.S. equities (a)
|
$
|
263
|
|
—
|
|
—
|
|
263
|
|
|
206
|
|
—
|
|
—
|
|
206
|
|
|
|
|
Global equities (b)
|
142
|
|
127
|
|
—
|
|
269
|
|
|
113
|
|
98
|
|
—
|
|
211
|
|
|
|
|
|
Non U.S. equities (c)
|
—
|
|
85
|
|
—
|
|
85
|
|
|
—
|
|
67
|
|
—
|
|
67
|
|
|
|
|
|
Fixed income (d)
|
125
|
|
121
|
|
—
|
|
246
|
|
|
105
|
|
96
|
|
—
|
|
201
|
|
|
|
|
|
Blended fund investments (e)
|
9
|
|
—
|
|
—
|
|
9
|
|
|
5
|
|
—
|
|
—
|
|
5
|
|
|
|
|
|
Money market (f)
|
8
|
|
—
|
|
—
|
|
8
|
|
|
7
|
|
—
|
|
—
|
|
7
|
|
|
|
|
|
GIC (g)
|
—
|
|
—
|
|
8
|
|
8
|
|
|
—
|
|
—
|
|
8
|
|
8
|
|
|
|
|
|
Total
|
$
|
547
|
|
333
|
|
8
|
|
888
|
|
|
436
|
|
261
|
|
8
|
|
705
|
|
|
|
|
|
2013
|
|
2012
|
|
|||||||||||||||
|
|
Millions of Dollars
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
Asset Class
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Mutual funds/CCTs
4
:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
U.S. equities (a)
|
$
|
45
|
|
—
|
|
—
|
|
45
|
|
|
37
|
|
—
|
|
—
|
|
37
|
|
|
|
|
Global equities (b)
|
15
|
|
15
|
|
—
|
|
30
|
|
|
13
|
|
13
|
|
—
|
|
26
|
|
|
|
|
|
Non U.S. equities (c)
|
—
|
|
10
|
|
—
|
|
10
|
|
|
—
|
|
8
|
|
—
|
|
8
|
|
|
|
|
|
Fixed income (d)
|
22
|
|
14
|
|
—
|
|
36
|
|
|
22
|
|
12
|
|
—
|
|
34
|
|
|
|
|
|
Money market (f)
|
1
|
|
—
|
|
—
|
|
1
|
|
|
1
|
|
—
|
|
—
|
|
1
|
|
|
|
|
|
Total
|
$
|
83
|
|
39
|
|
—
|
|
122
|
|
|
73
|
|
33
|
|
—
|
|
106
|
|
|
|
|
4
Mutual funds and CCTs are classified as Level 1 and Level 2 inputs, respectively, as defined in the fair value hierarchy in ASC 820 (refer to Note 16 for additional information).
|
|
||||||||||||||||||
|
(a)
|
This asset class invests the majority of assets in securities of companies in the U.S. stock market (those similar to companies in the Dow Jones Wilshire 5000 Index).
|
|
(b)
|
This asset class invests the majority of assets in securities of both companies in the U.S. stock market and companies based outside the U.S. boundaries (those similar to companies in the MSCI All Country World Index).
|
|
(c)
|
This asset class invests the majority of assets in securities of companies based outside the U.S. (those similar to companies in the MSCI All Country World ex-U.S. Index).
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
(d)
|
This asset class invests in debt investments of all types, with average portfolio durations approximating those of the benchmarks listed below, and allocates across investment-grade, high-yield, and emerging-market debt securities (those similar to investments in the Barclays Capital Long-Term Government/Credit Index, the Barclays Capital U.S. Long Credit Index, and the Barclays Capital Aggregate Bond Index).
|
|
(e)
|
This asset class invests assets approximately 69 percent in global equities and 31 percent in global fixed income.
|
|
(f)
|
This asset class primarily invests in high-quality money market instruments with maturities of one year or less.
|
|
(g)
|
A GIC is an agreement between the issuer and the plan, in which the issuer agrees to pay a predetermined interest rate and principal for a set amount deposited with the issuer.
|
|
|
|
GIC Assets (Level 3)
|
|
||||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
|
|
|
|
Beginning balance at January 1
|
$
|
8
|
|
5
|
|
|
|
|
Actual return on plan assets:
|
|
|
|
|||
|
|
Relating to assets still held at the reporting date
|
—
|
|
1
|
|
|
|
|
|
Relating to assets sold during the period
|
—
|
|
—
|
|
|
|
|
|
Purchases, sales, and settlements, net
|
—
|
|
2
|
|
|
|
|
|
Ending balance at December 31
|
$
|
8
|
|
8
|
|
|
|
|
Millions of Dollars
|
Pension
Benefits
|
|
Other Benefits
|
|
|
|
|
|
2014
|
$
|
74
|
|
9
|
|
|
|
|
2015
|
76
|
|
11
|
|
|
|
|
|
2016
|
82
|
|
12
|
|
|
|
|
|
2017
|
86
|
|
13
|
|
|
|
|
|
2018
|
90
|
|
15
|
|
|
|
|
|
2019-2023
|
473
|
|
81
|
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
State–current
|
$
|
11
|
|
15
|
|
8
|
|
|
|
|
State–deferred
|
—
|
|
2
|
|
—
|
|
|
|
|
|
Foreign–current
|
58
|
|
51
|
|
46
|
|
|
|
|
|
Foreign–deferred
|
2
|
|
(1
|
)
|
3
|
|
|
|
|
|
Total income tax expense
|
$
|
71
|
|
67
|
|
57
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
Short-Term
|
|
Long-Term
|
|
|||||||
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
|
||
|
|
Deferred income tax liabilities
|
|
|
|
|
|
|
|||||
|
|
Foreign withholding taxes
|
$
|
5
|
|
4
|
|
|
—
|
|
—
|
|
|
|
|
Property, plant and equipment
|
—
|
|
—
|
|
|
21
|
|
20
|
|
|
|
|
|
Investment in partnership
|
—
|
|
—
|
|
|
1
|
|
2
|
|
|
|
|
|
Inventory
|
—
|
|
—
|
|
|
1
|
|
1
|
|
|
|
|
|
Other
|
—
|
|
—
|
|
|
1
|
|
1
|
|
|
|
|
|
Total deferred income tax liabilities
|
$
|
5
|
|
4
|
|
|
24
|
|
24
|
|
|
|
|
|
Millions of Dollars
|
|
Percentage of Pre-tax Income
|
|
|||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Domestic
|
$
|
2,018
|
|
1,830
|
|
1,412
|
|
|
72
|
%
|
73
|
|
69
|
|
|
|
|
Foreign
|
800
|
|
676
|
|
621
|
|
|
28
|
|
27
|
|
31
|
|
|
|
|
|
Total income from continuing operations before taxes
|
$
|
2,818
|
|
2,506
|
|
2,033
|
|
|
100
|
%
|
100
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Federal statutory income tax
|
$
|
986
|
|
877
|
|
712
|
|
|
35
|
%
|
35
|
|
35
|
|
|
|
|
Income attributable to Partnership not subject to tax
|
(986
|
)
|
(877
|
)
|
(712
|
)
|
|
(35
|
)
|
(35
|
)
|
(35
|
)
|
|
|
|
|
Foreign income tax
|
60
|
|
50
|
|
49
|
|
|
2
|
|
2
|
|
2
|
|
|
|
|
|
State income tax
|
11
|
|
17
|
|
8
|
|
|
1
|
|
1
|
|
1
|
|
|
|
|
|
Total income tax expense
|
$
|
71
|
|
67
|
|
57
|
|
|
3
|
%
|
3
|
|
3
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
O&P
|
|
SAS
|
|
Other and
Eliminations
|
|
Consolidated
|
|
|
|
|
|
2013
|
|
|
|
|
|
|||||
|
|
Sales and other operating revenues:
|
|
|||||||||
|
|
External
|
$
|
8,851
|
|
4,293
|
|
3
|
|
13,147
|
|
|
|
|
Inter-segment
|
28
|
|
9
|
|
(37
|
)
|
—
|
|
|
|
|
|
Equity in income of affiliates, net
|
447
|
|
180
|
|
—
|
|
627
|
|
|
|
|
|
Other income
|
13
|
|
3
|
|
—
|
|
16
|
|
|
|
|
|
Total Revenues and Other Income
|
9,339
|
|
4,485
|
|
(34
|
)
|
13,790
|
|
|
|
|
|
Operating and selling costs
|
6,530
|
|
4,183
|
|
(16
|
)
|
10,697
|
|
|
|
|
|
Depreciation, amortization and retirements
|
209
|
|
69
|
|
—
|
|
278
|
|
|
|
|
|
Income (Loss) from Continuing Operations Before Interest & Taxes
|
2,600
|
|
233
|
|
(18
|
)
|
2,815
|
|
|
|
|
|
Interest income
|
1
|
|
1
|
|
1
|
|
3
|
|
|
|
|
|
Income tax expense
|
41
|
|
29
|
|
1
|
|
71
|
|
|
|
|
|
Income (Loss) from Continuing Operations
|
$
|
2,560
|
|
205
|
|
(18
|
)
|
2,747
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
O&P
|
|
SAS
|
|
Other and
Eliminations |
|
Consolidated
|
|
|
|
|
|
2012
|
|
|
|
|
|
|||||
|
|
Sales and other operating revenues:
|
|
|||||||||
|
|
External
|
$
|
8,856
|
|
4,387
|
|
—
|
|
13,243
|
|
|
|
|
Inter-segment
|
45
|
|
2
|
|
(47
|
)
|
—
|
|
|
|
|
|
Equity in income of affiliates, net
|
333
|
|
174
|
|
—
|
|
507
|
|
|
|
|
|
Other income
|
26
|
|
4
|
|
—
|
|
30
|
|
|
|
|
|
Total Revenues and Other Income
|
9,260
|
|
4,567
|
|
(47
|
)
|
13,780
|
|
|
|
|
|
Operating and selling costs
|
6,433
|
|
4,231
|
|
54
|
|
10,718
|
|
|
|
|
|
Depreciation, amortization and retirements
5
|
193
|
|
68
|
|
—
|
|
261
|
|
|
|
|
|
Loss on early extinguishment of debt
|
—
|
|
—
|
|
287
|
|
287
|
|
|
|
|
|
Income (Loss) from Continuing Operations Before Interest & Taxes
|
2,634
|
|
268
|
|
(388
|
)
|
2,514
|
|
|
|
|
|
Interest income
|
1
|
|
1
|
|
1
|
|
3
|
|
|
|
|
|
Interest expense
|
—
|
|
1
|
|
10
|
|
11
|
|
|
|
|
|
Income tax expense
|
37
|
|
29
|
|
1
|
|
67
|
|
|
|
|
|
Income (Loss) from Continuing Operations
|
$
|
2,598
|
|
239
|
|
(398
|
)
|
2,439
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2011
|
|
|
|
|
|
|||||
|
|
Sales and other operating revenues:
|
|
|||||||||
|
|
External
|
$
|
9,591
|
|
4,276
|
|
—
|
|
13,867
|
|
|
|
|
Inter-segment
|
80
|
|
3
|
|
(83
|
)
|
—
|
|
|
|
|
|
Equity in income of affiliates, net
|
247
|
|
132
|
|
—
|
|
379
|
|
|
|
|
|
Other income
|
17
|
|
3
|
|
1
|
|
21
|
|
|
|
|
|
Total Revenues and Other Income
|
9,935
|
|
4,414
|
|
(82
|
)
|
14,267
|
|
|
|
|
|
Operating and selling costs
|
7,936
|
|
4,036
|
|
(10
|
)
|
11,962
|
|
|
|
|
|
Depreciation, amortization and retirements
5
|
183
|
|
70
|
|
1
|
|
254
|
|
|
|
|
|
Income (Loss) from Continuing Operations Before Interest & Taxes
|
1,816
|
|
308
|
|
(73
|
)
|
2,051
|
|
|
|
|
|
Interest income
|
2
|
|
1
|
|
1
|
|
4
|
|
|
|
|
|
Interest expense
|
—
|
|
—
|
|
22
|
|
22
|
|
|
|
|
|
Income tax expense
|
26
|
|
31
|
|
—
|
|
57
|
|
|
|
|
|
Income (Loss) from Continuing Operations
|
$
|
1,792
|
|
278
|
|
(94
|
)
|
1,976
|
|
|
|
|
5
Depreciation, amortization and retirements have been reduced by $4 million associated with Discontinued operations in both 2012 and 2011.
|
|
|||||||||
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
O&P
.
|
|
SAS
|
|
Other
|
|
Consolidated
|
|
|
|
|
|
Investments in and advances to affiliates
|
|
|
|
|
|
|||||
|
|
2013
|
$
|
1,800
|
|
1,293
|
|
—
|
|
3,093
|
|
|
|
|
2012
|
1,695
|
|
1,176
|
|
—
|
|
2,871
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|||||
|
|
2013
|
6,826
|
|
3,026
|
|
681
|
|
10,533
|
|
|
|
|
|
2012
|
5,625
|
|
3,000
|
|
784
|
|
9,409
|
|
|
|
|
|
Capital additions
|
|
|
|
|
|
|||||
|
|
2013
6
|
1,138
|
|
111
|
|
(18
|
)
|
1,231
|
|
|
|
|
|
2012
|
488
|
|
44
|
|
18
|
|
550
|
|
|
|
|
|
2011
|
213
|
|
81
|
|
14
|
|
308
|
|
|
|
|
|
6
2013 Capital additions include $106 million of accrued expenditures that are excluded from capital expenditures shown on the Consolidated Statement of Cash Flows.
|
|
|
||||||||
|
|
|
United States
|
|
Foreign Countries
|
|
Total
|
|
|
|
|
|
Millions of Dollars
|
|
|||||||
|
|
Sales and other operating revenues - external
|
|
|||||||
|
|
2013
|
$
|
11,195
|
|
1,952
|
|
13,147
|
|
|
|
|
2012
|
11,230
|
|
2,013
|
|
13,243
|
|
|
|
|
|
2011
|
11,784
|
|
2,083
|
|
13,867
|
|
|
|
|
|
Investments in and advances to affiliates
|
|
|
|
|
||||
|
|
2013
|
307
|
|
2,786
|
|
3,093
|
|
|
|
|
|
2012
|
317
|
|
2,554
|
|
2,871
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
|
|
||||
|
|
2013
|
4,066
|
|
157
|
|
4,223
|
|
|
|
|
|
2012
|
3,136
|
|
126
|
|
3,262
|
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
Belgium
|
|
Singapore
|
|
|
|
|
|
Millions of Dollars
|
|
|||||
|
|
Sales and other operating revenues - external
|
|
|
|
|||
|
|
2013
|
$
|
821
|
|
729
|
|
|
|
|
2012
|
773
|
|
746
|
|
|
|
|
|
2011
|
777
|
|
687
|
|
|
|
|
|
Net Assets
|
|
|
|
|||
|
|
2013
|
334
|
|
33
|
|
|
|
|
|
2012
|
313
|
|
54
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
|
|||
|
|
2013
|
156
|
|
1
|
|
|
|
|
|
2012
|
95
|
|
1
|
|
|
|
|
|
|
Years ended December 31
|
|
||||||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Revenues and Other Income
|
|
|
|
|
||||
|
|
Sales and other operating revenues
|
$
|
11,428
|
|
11,530
|
|
12,107
|
|
|
|
|
Equity in earnings (losses) of affiliates, net
|
12
|
|
18
|
|
(60
|
)
|
|
|
|
|
Other income (loss)
|
(1
|
)
|
15
|
|
(14
|
)
|
|
|
|
|
Total Revenues and Other Income
|
11,439
|
|
11,563
|
|
12,033
|
|
|
|
|
|
Costs and Expenses
|
|
|
|
|
||||
|
|
Cost of goods sold
|
8,865
|
|
8,890
|
|
10,141
|
|
|
|
|
|
Selling, general and administrative
|
555
|
|
553
|
|
469
|
|
|
|
|
|
Research and development
|
57
|
|
49
|
|
45
|
|
|
|
|
|
Total Costs and Expenses
|
9,477
|
|
9,492
|
|
10,655
|
|
|
|
|
|
Income Before Interest and Taxes
|
1,962
|
|
2,071
|
|
1,378
|
|
|
|
|
|
Interest income
|
1
|
|
1
|
|
2
|
|
|
|
|
|
Interest expense
|
1
|
|
1
|
|
1
|
|
|
|
|
|
Income Before Taxes
|
1,962
|
|
2,071
|
|
1,379
|
|
|
|
|
|
Income tax expense
|
12
|
|
17
|
|
9
|
|
|
|
|
|
Net Income
|
$
|
1,950
|
|
2,054
|
|
1,370
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
At December 31
|
|
|||||
|
|
Millions of Dollars
|
2013
|
|
|
2012
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|||
|
|
Cash and cash equivalents
|
$
|
453
|
|
|
563
|
|
|
|
|
Accounts receivable, net–trade
|
1,159
|
|
|
1,075
|
|
|
|
|
|
Accounts receivable–affiliates
|
209
|
|
|
196
|
|
|
|
|
|
Inventories
|
816
|
|
|
757
|
|
|
|
|
|
Prepaid expenses and other current assets
|
22
|
|
|
21
|
|
|
|
|
|
Total Current Assets
|
2,659
|
|
|
2,612
|
|
|
|
|
|
Property, plant and equipment, net
|
3,935
|
|
|
3,012
|
|
|
|
|
|
Investments in and advances to affiliates
|
307
|
|
|
317
|
|
|
|
|
|
Other assets and deferred charges
|
70
|
|
|
63
|
|
|
|
|
|
Total Assets
|
$
|
6,971
|
|
|
6,004
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
|
|||
|
|
Accounts payable–trade
|
$
|
1,058
|
|
|
828
|
|
|
|
|
Accounts payable–affiliates
|
66
|
|
|
77
|
|
|
|
|
|
Other current liabilities and deferred credits
|
219
|
|
|
242
|
|
|
|
|
|
Total Current Liabilities
|
1,343
|
|
|
1,147
|
|
|
|
|
|
Employee benefit obligations
|
181
|
|
|
381
|
|
|
|
|
|
Other liabilities and deferred credits
|
54
|
|
|
51
|
|
|
|
|
|
Total Liabilities
|
1,578
|
|
|
1,579
|
|
|
|
|
|
Members’ capital
|
5,631
|
|
|
4,831
|
|
|
|
|
|
Accumulated other comprehensive loss
|
(238
|
)
|
|
(406
|
)
|
|
|
|
|
Total Members’ Equity
|
5,393
|
|
|
4,425
|
|
|
|
|
|
Total Liabilities and Members’ Equity
|
$
|
6,971
|
|
|
6,004
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
|
Years ended December 31
|
|
||||||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
||||
|
|
Net income
|
$
|
1,950
|
|
2,054
|
|
1,370
|
|
|
|
|
Adjustments to reconcile net income to
net cash flows provided by operating activities
|
|
|
|
|
||||
|
|
Depreciation, amortization and retirements
|
233
|
|
278
|
|
242
|
|
|
|
|
|
Asset impairments
|
—
|
|
60
|
|
—
|
|
|
|
|
|
Undistributed losses from equity affiliates
|
10
|
|
2
|
|
70
|
|
|
|
|
|
Net decrease (increase) in operating working capital
|
30
|
|
(119
|
)
|
367
|
|
|
|
|
|
Benefit plan contributions
|
(133
|
)
|
(86
|
)
|
(71
|
)
|
|
|
|
|
Other
|
77
|
|
105
|
|
80
|
|
|
|
|
|
Net cash flows provided by operating activities
|
2,167
|
|
2,294
|
|
2,058
|
|
|
|
|
|
Cash Flows From Investing Activities
|
|
|
|
|
||||
|
|
Capital expenditures
|
(1,061
|
)
|
(530
|
)
|
(260
|
)
|
|
|
|
|
Purchases of intangible assets
|
(2
|
)
|
(18
|
)
|
(28
|
)
|
|
|
|
|
Liquidation funding for Phillips Sumika Polypropylene Company
|
—
|
|
(9
|
)
|
(24
|
)
|
|
|
|
|
Other
|
—
|
|
—
|
|
8
|
|
|
|
|
|
Net cash flows used in investing activities
|
(1,063
|
)
|
(557
|
)
|
(304
|
)
|
|
|
|
|
Cash Flows From Financing Activities
|
|
|
|
|
||||
|
|
Decrease in debt, net
|
—
|
|
—
|
|
(2
|
)
|
|
|
|
|
Contributions from members
|
—
|
|
281
|
|
—
|
|
|
|
|
|
Distributions to members
|
(1,214
|
)
|
(1,787
|
)
|
(1,816
|
)
|
|
|
|
|
Net cash flows used in financing activities
|
(1,214
|
)
|
(1,506
|
)
|
(1,818
|
)
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
(110
|
)
|
231
|
|
(64
|
)
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period
|
563
|
|
332
|
|
396
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period
|
$
|
453
|
|
563
|
|
332
|
|
|
|
|
|
|
|
|
|
||||
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
||||
|
|
Net decrease (increase) in operating working capital
|
|
|
|
|
||||
|
|
Decrease (increase) in accounts receivable
|
$
|
(84
|
)
|
(91
|
)
|
177
|
|
|
|
|
Increase in inventories
|
(59
|
)
|
(110
|
)
|
(115
|
)
|
|
|
|
|
Increase in prepaid expenses and other current assets
|
(1
|
)
|
—
|
|
(1
|
)
|
|
|
|
|
Increase in accounts payable
|
197
|
|
44
|
|
278
|
|
|
|
|
|
Increase (decrease) in accrued income and other taxes
|
(10
|
)
|
19
|
|
1
|
|
|
|
|
|
Increase (decrease) in other current liabilities
|
(13
|
)
|
19
|
|
27
|
|
|
|
|
|
Total
|
$
|
30
|
|
(119
|
)
|
367
|
|
|
|
Chevron Phillips Chemical Company LLC
|
|
|
||
|
Notes to Consolidated Financial Statements—December 31, 2013
|
|
|
||
|
|
Millions of Dollars
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
Interest cost incurred
|
$
|
4
|
|
41
|
|
81
|
|
|
|
|
Less: capitalized interest
|
(4
|
)
|
(30
|
)
|
(59
|
)
|
|
|
|
|
Interest expense
|
$
|
—
|
|
11
|
|
22
|
|
|
|
|
Foreign currency transaction gains (losses)
|
$
|
4
|
|
(1
|
)
|
—
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
|
Exhibit
Number
|
|
Exhibit Description
|
Form
|
Exhibit
Number
|
|
Filing
Date
|
SEC
File No.
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
Separation and Distribution Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
|
8-K
|
2.1
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Phillips 66.
|
8-K
|
3.1
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of Phillips 66.
|
8-K
|
3.2
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of March 12, 2012, among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of senior debt securities of Phillips 66.
|
10
|
4.3
|
|
04/05/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Form of the terms of the 1.950% Senior Notes due 2015, the 2.950% Senior Notes due 2017, the 4.300% Senior Notes due 2022 and the 5.875% Senior Notes due 2042, including the form of the 1.950% Senior Notes due 2015, the 2.950% Senior Notes due 2017, the 4.300% Senior Notes due 2022 and the 5.875% Senior Notes due 2042.
|
10-K
|
4.2
|
|
02/22/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein, dated as of February 22, 2012.
|
10
|
4.1
|
|
03/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
First Amendment to Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., and lenders named therein, dated as of June 10, 2013.
|
10-Q
|
10.1
|
|
08/01/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Receivables Purchase Agreement, dated as of April 27, 2012, among Phillips 66 Receivables Funding LLC, Phillips 66 Company, Royal Bank of Canada, as Administrative Agent and Structuring Agent, certain committed purchasers and conduit purchasers that are parties thereto from time to time and the other parties thereto from time to time.
|
8-K
|
10.6
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
First Amendment to Receivables Purchase Agreement among Phillips 66 Receivables Funding LLC, Phillips 66 Company, Royal Bank of Canada, as Administrative Agent and Structuring Agent, certain committed purchasers and conduit purchasers that are parties thereto from time to time and the other parties thereto from time to time, dated as of June 27, 2013.
|
10-Q
|
10.2
|
|
08/01/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
Second Amendment to Receivables Purchase Agreement among Phillips 66 Receivables Funding LLC, Phillips 66 Company, Royal Bank of Canada, as Administrative Agent and Structuring Agent, certain committed purchasers and conduit purchasers that are parties thereto from time to time and the other parties thereto from time to time, dated as of September 27, 2013.
|
10-Q
|
10.1
|
|
10/31/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
Purchase and Contribution Agreement, dated as of April 27, 2012, by and between Phillips 66 Company and Phillips 66 Receivables Funding LLC.
|
8-K
|
10.7
|
|
05/01/12
|
001-35349
|
|
|
|
|
Incorporated by Reference
|
||||
|
Exhibit
Number
|
|
Exhibit Description
|
Form
|
Exhibit
Number
|
|
Filing
Date
|
SEC
File No.
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of May 1, 2012.
|
10-Q
|
10.14
|
|
08/03/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC, dated July 5, 2005, by and between ConocoPhillips Gas Company and Duke Energy Enterprises Corporation.
|
10
|
10.12
|
|
03/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
First Amendment to Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC, dated August 11, 2006, by and between ConocoPhillips Gas Company and Duke Energy Enterprises Corporation.
|
10
|
10.13
|
|
03/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Second Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated February 1, 2007, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp.
|
10
|
10.14
|
|
03/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Third Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated April 30, 2009, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp.
|
10
|
10.15
|
|
03/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Fourth Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated November 9, 2010, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp.
|
10
|
10.16
|
|
03/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
|
8-K
|
10.1
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
|
8-K
|
10.2
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
|
8-K
|
10.3
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
|
8-K
|
10.4
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Amendment to the Employee Matters Agreement by and between ConocoPhillips and Phillips 66, dated April 26, 2012.
|
10-Q
|
10.1
|
|
05/02/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
|
8-K
|
10.5
|
|
05/01/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
|
Exhibit
Number
|
|
Exhibit Description
|
Form
|
Exhibit
Number
|
|
Filing
Date
|
SEC
File No.
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
|
DEF14A
|
App. A
|
|
03/27/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
Phillips 66 Key Employee Supplemental Retirement Plan.**
|
10-Q
|
10.15
|
|
08/03/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan.**
|
10-K
|
10.18
|
|
02/22/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
Phillips 66 Executive Severance Plan.**
|
10-Q
|
10.16
|
|
08/03/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
First Amendment to the Phillips 66 Executive Severance Plan.**
|
10-K
|
10.20
|
|
02/22/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Phillips 66 Deferred Compensation Plan for Non-Employee Directors.**
|
10-Q
|
10.17
|
|
08/03/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
Phillips 66 Key Employee Deferred Compensation Plan
-
Title I.**
|
10-Q
|
10.18
|
|
08/03/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
Phillips 66 Key Employee Deferred Compensation Plan
-
Title II.**
|
10-Q
|
10.19
|
|
08/03/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II.**
|
10-K
|
10.24
|
|
02/22/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
Phillips 66 Defined Contribution Make-Up Plan
Title I.**
|
10-Q
|
10.20
|
|
08/03/12
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
Phillips 66 Defined Contribution Make-Up Plan
Title II.**
|
10-K
|
10.26
|
|
02/22/13
|
001-35349
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
Phillips 66 Key Employee Change in Control Severance Plan.**
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10-K
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10.27
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02/22/13
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001-35349
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10.31
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First Amendment to Phillips 66 Key Employee Change in Control Severance Plan, Effective October 2, 2015.
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8-K
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10.1
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11/08/13
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001-35349
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10.32
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Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements.**
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10-Q
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10.23
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08/03/12
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001-35349
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10.33
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Form of Stock Option Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
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10-K
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10.29
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02/22/13
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001-35349
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10.34
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Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
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10-K
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10.30
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02/22/13
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001-35349
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10.35
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Form of Performance Share Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
|
10-K
|
10.31
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02/22/13
|
001-35349
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12*
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Computation of Ratio of Earnings to Fixed Charges.
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21*
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List of Subsidiaries of Phillips 66.
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23.1*
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Consent of Ernst & Young LLP, independent registered public accounting firm.
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Incorporated by Reference
|
||||
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Exhibit
Number
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Exhibit Description
|
Form
|
Exhibit
Number
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Filing
Date
|
SEC
File No.
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23.2*
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Consent of Ernst & Young LLP, independent auditors for WRB Refining LP.
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23.3*
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Consent of Ernst & Young LLP, independent auditors for Chevron Phillips Chemicals Company LLC.
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31.1*
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
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31.2*
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
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32*
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Certifications pursuant to 18 U.S.C. Section 1350.
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101.INS*
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XBRL Instance Document.
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101.SCH*
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XBRL Schema Document.
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101.CAL*
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XBRL Calculation Linkbase Document.
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101.LAB*
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XBRL Labels Linkbase Document.
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101.PRE*
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XBRL Presentation Linkbase Document.
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101.DEF*
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XBRL Definition Linkbase Document.
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PHILLIPS 66
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February 21, 2014
|
/s/ Greg C. Garland
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Greg C. Garland
Chairman of the Board of Directors, President
and Chief Executive Officer
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Signature
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Title
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/s/ Greg C. Garland
|
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Chairman of the Board of Directors, President
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Greg C. Garland
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and Chief Executive Officer
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(Principal executive officer)
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/s/ Greg G. Maxwell
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Executive Vice President, Finance
|
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Greg G. Maxwell
|
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and Chief Financial Officer
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(Principal financial officer)
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/s/ C. Doug Johnson
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Vice President and Controller
|
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C. Doug Johnson
|
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(Principal accounting officer)
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/s/ J. Brian Ferguson
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Director
|
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J. Brian Ferguson
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/s/ William R. Loomis Jr.
|
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Director
|
|
William R. Loomis Jr.
|
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/s/ John E. Lowe
|
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Director
|
|
John E. Lowe
|
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/s/ Harold W. McGraw III
|
|
Director
|
|
Harold W. McGraw III
|
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/s/ Glenn F. Tilton
|
|
Director
|
|
Glenn F. Tilton
|
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/s/ Victoria J. Tschinkel
|
|
Director
|
|
Victoria J. Tschinkel
|
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|
/s/ Marna C. Whittington
|
|
Director
|
|
Marna C. Whittington
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|