Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 30, 2017

For the quarterly period endedMarch 31, 2022or

or
[    ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission file number:001-35349

Phillips 66
(Exact name of registrant as specified in its charter)
Delaware45-3779385
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)


2331 CityWest Blvd., Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
281-293-6600832-765-3010
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValuePSXNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  [X]    No  [    ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  [X]    No  [    ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  [X]     Accelerated filer  [    ]  Non-accelerated filer  [    ]    
Smaller reporting company  [    ] Emerging growth company  [    ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [    ]    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [    ]    No  [X]
The registrant had 506,740,487481,100,026 shares of common stock, $.01$0.01 par value, outstanding as of September 30, 2017.March 31, 2022.



Table of Contents
PHILLIPS 66


TABLE OF CONTENTS
 
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Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
 
Consolidated Statement of IncomeOperationsPhillips 66
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
Revenues and Other Income     
Sales and other operating revenues*$25,627
21,624
 72,608
60,882
Equity in earnings of affiliates530
391
 1,357
1,159
Net gain on dispositions
3
 15
9
Other income49
24
 519
59
Total Revenues and Other Income26,206
22,042
 74,499
62,109
      
Costs and Expenses     
Purchased crude oil and products19,463
15,961
 55,495
44,089
Operating expenses1,134
1,061
 3,541
3,078
Selling, general and administrative expenses435
411
 1,258
1,218
Depreciation and amortization337
293
 972
863
Impairments1
2
 18
4
Taxes other than income taxes*3,456
3,424
 9,968
10,479
Accretion on discounted liabilities5
5
 16
15
Interest and debt expense112
81
 324
250
Foreign currency transaction (gains) losses7
(9) 6
(16)
Total Costs and Expenses24,950
21,229
 71,598
59,980
Income before income taxes1,256
813
 2,901
2,129
Provision for income taxes407
277
 908
679
Net Income849
536
 1,993
1,450
Less: net income attributable to noncontrolling interests26
25
 85
58
Net Income Attributable to Phillips 66$823
511
 1,908
1,392
      
Net Income Attributable to Phillips 66 Per Share of Common Stock (dollars)
     
Basic$1.60
0.97
 3.68
2.62
Diluted1.60
0.96
 3.66
2.61
      
Dividends Paid Per Share of Common Stock (dollars)
$0.70
0.63
 2.03
1.82
      
Weighted-Average Common Shares Outstanding (thousands)
     
Basic512,923
525,991
 517,420
528,650
Diluted515,960
528,798
 520,516
531,650
* Includes excise taxes on petroleum products sales:$3,376
3,357
 9,664
10,225
See Notes to Consolidated Financial Statements.     

 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Revenues and Other Income
Sales and other operating revenues$36,179 21,627 
Equity in earnings of affiliates685 285 
Net gain on dispositions1 — 
Other income (loss)(143)15 
Total Revenues and Other Income36,722 21,927 
Costs and Expenses
Purchased crude oil and products33,495 20,065 
Operating expenses1,340 1,380 
Selling, general and administrative expenses433 408 
Depreciation and amortization338 356 
Impairments 198 
Taxes other than income taxes149 139 
Accretion on discounted liabilities6 
Interest and debt expense135 146 
Foreign currency transaction gains(2)— 
Total Costs and Expenses35,894 22,698 
Income (loss) before income taxes828 (771)
Income tax expense (benefit)171 (132)
Net Income (Loss)657 (639)
Less: net income attributable to noncontrolling interests75 15 
Net Income (Loss) Attributable to Phillips 66$582 (654)
Net Income (Loss) Attributable to Phillips 66 Per Share of Common Stock (dollars)
Basic$1.29 (1.49)
Diluted1.29 (1.49)
Weighted-Average Common Shares Outstanding (thousands)
Basic449,298 439,504 
Diluted450,011 439,504 
See Notes to Consolidated Financial Statements.
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Consolidated Statement of Comprehensive Income (Loss)Phillips 66
 
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
      
Net Income$849
536
 1,993
1,450
Other comprehensive income (loss)     
Defined benefit plans     
Actuarial loss arising during the period
(28) 
(28)
Amortization to net income of net actuarial loss and settlements45
23
 145
70
Curtailment gain
31
 
31
Plans sponsored by equity affiliates2
2
 8
11
Income taxes on defined benefit plans(17)(9) (56)(29)
Defined benefit plans, net of tax30
19
 97
55
Foreign currency translation adjustments94
(61) 222
(183)
Income taxes on foreign currency translation adjustments1
(1) (8)(4)
Foreign currency translation adjustments, net of tax95
(62) 214
(187)
Cash flow hedges
4
 
(12)
Income taxes on hedging activities
(1) 
5
Hedging activities, net of tax
3
 
(7)
Other Comprehensive Income (Loss), Net of Tax125
(40) 311
(139)
Comprehensive Income974
496
 2,304
1,311
Less: comprehensive income attributable to noncontrolling interests26
25
 85
58
Comprehensive Income Attributable to Phillips 66$948
471
 2,219
1,253
See Notes to Consolidated Financial Statements.

Consolidated Balance SheetPhillips 66
 Millions of Dollars
 September 30
2017

 December 31
2016

Assets   
Cash and cash equivalents$1,547
 2,711
Accounts and notes receivable (net of allowances of $31 million in 2017 and $34 million in 2016)5,421
 5,485
Accounts and notes receivable—related parties934
 912
Inventories4,455
 3,150
Prepaid expenses and other current assets578
 422
Total Current Assets12,935
 12,680
Investments and long-term receivables13,899
 13,534
Net properties, plants and equipment21,303
 20,855
Goodwill3,270
 3,270
Intangibles884
 888
Other assets421
 426
Total Assets$52,712
 51,653
    
Liabilities   
Accounts payable$6,404
 6,395
Accounts payable—related parties867
 666
Short-term debt706
 550
Accrued income and other taxes901
 805
Employee benefit obligations482
 527
Other accruals545
 520
Total Current Liabilities9,905
 9,463
Long-term debt9,495
 9,588
Asset retirement obligations and accrued environmental costs629
 655
Deferred income taxes7,605
 6,743
Employee benefit obligations877
 1,216
Other liabilities and deferred credits242
 263
Total Liabilities28,753
 27,928
    
Equity   
Common stock (2,500,000,000 shares authorized at $.01 par value)
     Issued (2017—643,419,792 shares; 2016—641,593,854 shares)
   
Par value6
 6
Capital in excess of par19,652
 19,559
Treasury stock (at cost: 2017—136,679,305 shares; 2016—122,827,264 shares)(9,915) (8,788)
Retained earnings13,464
 12,608
Accumulated other comprehensive loss(684) (995)
Total Stockholders’ Equity22,523
 22,390
Noncontrolling interests1,436
 1,335
Total Equity23,959
 23,725
Total Liabilities and Equity$52,712
 51,653
See Notes to Consolidated Financial Statements.

Consolidated Statement of Cash FlowsPhillips 66
 Millions of Dollars
 Nine Months Ended
September 30
 2017
 2016
Cash Flows From Operating Activities   
Net income$1,993
 1,450
Adjustments to reconcile net income to net cash provided by operating
activities
   
Depreciation and amortization972
 863
Impairments18
 4
Accretion on discounted liabilities16
 15
Deferred taxes784
 467
Undistributed equity earnings(543) (772)
Net gain on dispositions(15) (9)
Gain on consolidation of business(423) 
Other(234) (192)
Working capital adjustments   
Decrease (increase) in accounts and notes receivable(33) 185
Decrease (increase) in inventories(1,228) (510)
Decrease (increase) in prepaid expenses and other current assets(106) (453)
Increase (decrease) in accounts payable464
 1,025
Increase (decrease) in taxes and other accruals52
 223
Net Cash Provided by Operating Activities1,717
 2,296
    
Cash Flows From Investing Activities   
Capital expenditures and investments(1,295) (2,031)
Proceeds from asset dispositions*65
 159
Advances/loans—related parties(9) (266)
Collection of advances/loans—related parties325
 107
Restricted cash received from consolidation of business318
 
Other(80) (132)
Net Cash Used in Investing Activities(676) (2,163)
    
Cash Flows From Financing Activities   
Issuance of debt3,083
 400
Repayment of debt(3,161) (418)
Issuance of common stock23
 14
Repurchase of common stock(1,127) (812)
Dividends paid on common stock(1,042) (954)
Distributions to noncontrolling interests(83) (45)
Net proceeds from issuance of Phillips 66 Partners LP common units171
 972
Other(66) (38)
Net Cash Used in Financing Activities(2,202) (881)
    
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash(3) 11
    
Net Change in Cash, Cash Equivalents and Restricted Cash(1,164) (737)
Cash, cash equivalents and restricted cash at beginning of period2,711
 3,074
Cash, Cash Equivalents and Restricted Cash at End of Period$1,547
 2,337
* Includes return of investments in equity affiliates and working capital true-ups on dispositions.
 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Net Income (Loss)$657 (639)
Other comprehensive income (loss)
Defined benefit plans
Amortization of net actuarial loss, prior service credit and settlements11 22 
Plans sponsored by equity affiliates5 
Income taxes on defined benefit plans(3)(6)
Defined benefit plans, net of income taxes13 22 
Foreign currency translation adjustments(82)(15)
Income taxes on foreign currency translation adjustments — 
Foreign currency translation adjustments, net of income taxes(82)(15)
Cash flow hedges 
Income taxes on hedging activities — 
Hedging activities, net of income taxes 
Other Comprehensive Income (Loss), Net of Income Taxes(69)
Comprehensive Income (Loss)588 (630)
Less: comprehensive income attributable to noncontrolling interests75 15 
Comprehensive Income (Loss) Attributable to Phillips 66$513 (645)
See Notes to Consolidated Financial Statements.

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Consolidated Balance SheetPhillips 66
 Millions of Dollars
 March 31
2022
December 31
2021
Assets
Cash and cash equivalents$3,335 3,147 
Accounts and notes receivable (net of allowances of $44 million in 2022 and 2021)8,749 6,138 
Accounts and notes receivable—related parties1,706 1,332 
Inventories4,530 3,394 
Prepaid expenses and other current assets1,534 686 
Total Current Assets19,854 14,697 
Investments and long-term receivables14,465 14,471 
Net properties, plants and equipment22,333 22,435 
Goodwill1,484 1,484 
Intangibles819 813 
Other assets1,683 1,694 
Total Assets$60,638 55,594 
Liabilities
Accounts payable$12,047 7,629 
Accounts payable—related parties1,137 832 
Short-term debt1,474 1,489 
Accrued income and other taxes1,363 1,254 
Employee benefit obligations375 638 
Other accruals1,207 959 
Total Current Liabilities17,603 12,801 
Long-term debt12,960 12,959 
Asset retirement obligations and accrued environmental costs716 727 
Deferred income taxes5,264 5,475 
Employee benefit obligations1,049 1,055 
Other liabilities and deferred credits925 940 
Total Liabilities38,517 33,957 
Equity
Common stock (2,500,000,000 shares authorized at $0.01 par value)
     Issued (2022—651,046,617 shares; 2021—650,026,318 shares)
Par value7 
Capital in excess of par19,667 20,504 
Treasury stock (at cost: 2022—169,946,591 shares; 2021—211,771,827 shares)(13,736)(17,116)
Retained earnings16,391 16,216 
Accumulated other comprehensive loss(514)(445)
Total Stockholders’ Equity21,815 19,166 
Noncontrolling interests306 2,471 
Total Equity22,121 21,637 
Total Liabilities and Equity$60,638 55,594 
See Notes to Consolidated Financial Statements.
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Consolidated Statement of Cash FlowsPhillips 66
 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Cash Flows From Operating Activities
Net income (loss)$657 (639)
Adjustments to reconcile net income (loss) to net cash provided by operating
   activities
Depreciation and amortization338 356 
Impairments 198 
Accretion on discounted liabilities6 
Deferred income taxes142 (103)
Undistributed equity earnings(100)217 
Net gain on dispositions(1)— 
Unrealized investment loss169 — 
Other40 138 
Working capital adjustments
Accounts and notes receivable(3,042)(1,740)
Inventories(1,152)(377)
Prepaid expenses and other current assets(849)(283)
Accounts payable4,809 2,779 
Taxes and other accruals119 (281)
Net Cash Provided by Operating Activities1,136 271 
Cash Flows From Investing Activities
Capital expenditures and investments(370)(331)
Return of investments in equity affiliates15 58 
Proceeds from asset dispositions1 — 
Advances/loans—related parties (155)
Other(74)(39)
Net Cash Used in Investing Activities(428)(467)
Cash Flows From Financing Activities
Issuance of debt 450 
Repayment of debt(24)(925)
Issuance of common stock23 20 
Dividends paid on common stock(404)(394)
Distributions to noncontrolling interests(77)(76)
Other(30)(20)
Net Cash Used in Financing Activities(512)(945)
Effect of Exchange Rate Changes on Cash and Cash Equivalents(8)(22)
Net Change in Cash and Cash Equivalents188 (1,163)
Cash and cash equivalents at beginning of period3,147 2,514 
Cash and Cash Equivalents at End of Period$3,335 1,351 
See Notes to Consolidated Financial Statements.
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Consolidated Statement of Changes in EquityPhillips 66

Millions of Dollars
Three Months Ended March 31
 Attributable to Phillips 66 
 Common Stock   
 Par ValueCapital in Excess of ParTreasury StockRetained EarningsAccum. Other Comprehensive LossNoncontrolling InterestsTotal
December 31, 2021$20,504 (17,116)16,216 (445)2,471 21,637 
Net income   582  75 657 
Other comprehensive loss    (69) (69)
Dividends paid on common stock ($0.92 per share)   (404)  (404)
Benefit plan activity 32  (3)  29 
Distributions to noncontrolling interests     (77)(77)
Acquisition of noncontrolling interest in Phillips 66 Partners LP (869)3,380   (2,163)348 
March 31, 2022$7 19,667 (13,736)16,391 (514)306 22,121 
December 31, 2020$20,383 (17,116)16,500 (789)2,539 21,523 
Net income (loss)— — — (654)— 15 (639)
Other comprehensive income— — — — — 
Dividends paid on common stock ($0.90 per share)— — — (394)— — (394)
Benefit plan activity— 37 — (3)— — 34 
Distributions to noncontrolling interests— — — — — (76)(76)
March 31, 2021$20,420 (17,116)15,449 (780)2,478 20,457 


Shares
Three Months Ended March 31
 Common Stock IssuedTreasury Stock
December 31, 2021650,026,318 211,771,827 
Shares issued—share-based compensation1,020,299  
Shares issued—acquisition of noncontrolling interest in Phillips 66 Partners LP (41,825,236)
March 31, 2022651,046,617 169,946,591 
December 31, 2020648,643,223 211,771,827 
Shares issued—share-based compensation995,658 — 
March 31, 2021649,638,881 211,771,827 
See Notes to Consolidated Financial Statements.
Consolidated Statement of Changes in EquityPhillips 66
 Millions of Dollars
 Attributable to Phillips 66  
 Common Stock    
 Par
Value

Capital in Excess of Par
Treasury Stock
Retained
Earnings

Accum. Other
Comprehensive Income (Loss)

Noncontrolling
Interests

Total
        
December 31, 2015$6
19,145
(7,746)12,348
(653)838
23,938
Net income


1,392

58
1,450
Other comprehensive loss



(139)
(139)
Cash dividends paid on common stock


(954)

(954)
Repurchase of common stock

(812)


(812)
Benefit plan activity
66

(11)

55
Issuance of Phillips 66 Partners LP common units
263



555
818
Distributions to noncontrolling interests and other




(45)(45)
September 30, 2016$6
19,474
(8,558)12,775
(792)1,406
24,311
        
December 31, 2016$6
19,559
(8,788)12,608
(995)1,335
23,725
Net income


1,908

85
1,993
Other comprehensive income



311

311
Cash dividends paid on common stock


(1,042)

(1,042)
Repurchase of common stock

(1,127)


(1,127)
Benefit plan activity
48

(10)

38
Issuance of Phillips 66 Partners LP common units
45



99
144
Distributions to noncontrolling interests and other




(83)(83)
September 30, 2017$6
19,652
(9,915)13,464
(684)1,436
23,959

 Shares in Thousands
 Common Stock Issued
Treasury Stock
December 31, 2015639,336
109,926
Repurchase of common stock
10,141
Shares issued—share-based compensation1,581

September 30, 2016640,917
120,067
   
December 31, 2016641,594
122,827
Repurchase of common stock
13,852
Shares issued—share-based compensation1,826

September 30, 2017643,420
136,679
See Notes to Consolidated Financial Statements.



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Notes to Consolidated Financial StatementsPhillips 66

Note 1—Interim Financial Information


The unaudited interim financial information presented in the financial statements included in this report is unauditedprepared in accordance with generally accepted accounting principles in the United States (GAAP) and includes all known accruals and adjustments necessary, in the opinion of management, for a fair presentation of the consolidated financial position of Phillips 66 and its results of operations and cash flows for the periods presented. Unless otherwise specified, all such adjustments are of a normal and recurring nature. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our 20162021 Annual Report on Form 10-K. The results of operations for the three- and nine-month periodsthree months ended September 30, 2017,March 31, 2022, are not necessarily indicative of the results to be expected for the full year. Certain prior period financial information has been recast to reflect

On March 9, 2022, we completed the current year’s presentation.


Note 2—Changes in Accounting Principles

Effective January 1, 2017, we early adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2017-04, “Intangibles—Goodwillpreviously announced merger between us and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates the second step from the goodwill impairment test. Under the revised test, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU is applied prospectively to goodwill impairment tests performed on or after January 1, 2017.

Effective January 1, 2017, we early adopted ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The new update clarifies the classification and presentation of changes in restricted cash. The amendment requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents. Adoption of this ASU on a retrospective basis did not have a material impact on our financial statements. See Note 17—Restricted Cash for more information.

Effective January 1, 2017, we early adopted ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The new update clarifies how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. In addition, ASU No. 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. Adoption of this ASU on a retrospective basis did not have a material impact on our financial statements.

Effective January 1, 2017, we adopted ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment award transactions, including accounting for income taxes and classification of excess tax benefits on the statement of cash flows, forfeitures and minimum statutory tax withholding requirements. Adoption of this ASU on a prospective basis did not materially impact our financial position, results of operations, or cash flows. We account for forfeitures of awards when they occur and excess tax benefits, which were previously reported in cash flows from financing activities, are now reported in cash flows from operating activities on a prospective basis.



Note 3—Variable Interest Entities (VIEs)

Consolidated VIEs
In 2013, we formed Phillips 66 Partners LP a master limited partnership, to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum product and natural gas liquids (NGL) pipelines and terminals, as well as other midstream assets. We consolidate Phillips(Phillips 66 Partners, as we determined that Phillips 66 Partners is a VIE and we are the primary beneficiary. As general partner of Phillips 66 Partners, we have the ability to control its financial interests, as well as the ability to direct the activities that most significantly impact its economic performance.Partners). See Note 21—18—Phillips 66 Partners LP, for additional information.information on the merger transaction.



Note 2—Sales and Other Operating Revenues

Disaggregated Revenues
The most significantfollowing tables present our disaggregated sales and other operating revenues:

 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Product Line and Services
Refined petroleum products$29,382 16,343 
Crude oil resales3,755 3,189 
Natural gas liquids (NGL)3,230 1,774 
Services and other*
(188)321 
Consolidated sales and other operating revenues$36,179 21,627 
Geographic Location**
United States$28,885 16,612 
United Kingdom3,640 2,287 
Germany1,382 817 
Other foreign countries2,272 1,911 
Consolidated sales and other operating revenues$36,179 21,627 
* Includes derivatives-related activities. See Note 11—Derivatives and Financial Instruments, for additional information.
** Sales and other operating revenues are attributable to countries based on the location of the operations generating the revenues.



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Contract-Related Assets and Liabilities
At March 31, 2022, and December 31, 2021, receivables from contracts with customers were $8,604 million and $6,140 million, respectively. Significant noncustomer balances, such as buy/sell receivables and excise tax receivables, were excluded from these amounts.

Our contract-related assets also include payments we make to our marketing customers related to incentive programs. An incentive payment is initially recognized as an asset and subsequently amortized as a reduction to revenue over the contract term, which generally ranges from 5 to 15 years. At March 31, 2022, and December 31, 2021, our asset balances related to such payments were $471 million and $466 million, respectively.

Our contract liabilities represent advances from our customers prior to product or service delivery. At March 31, 2022, and December 31, 2021, contract liabilities were not material.

Remaining Performance Obligations
Most of Phillips 66 Partners thatour contracts with customers are available to settlespot contracts or term contracts with only its obligations, along with its most significant liabilities for which its creditorsvariable consideration. We do not disclose remaining performance obligations for these contracts as the expected duration is one year or less or because the variable consideration has been allocated entirely to an unsatisfied performance obligation. We also have recoursecertain contracts in our Midstream segment that include minimum volume commitments with fixed pricing. At March 31, 2022, the remaining performance obligations related to Phillips 66’s generalthese minimum volume commitment contracts were immaterial.


Note 3—Credit Losses

We are exposed to credit were:

 Millions of Dollars
 September 30
2017

 December 31
2016

    
Equity investments*$1,265
 1,142
Net properties, plants and equipment2,675
 2,675
Long-term debt2,273
 2,396
* Includedlosses primarily through our sales of refined petroleum products, crude oil and NGL. We assess each counterparty’s ability to pay for the products we sell by conducting a credit review. The credit review considers our expected billing exposure and timing for payment and the counterparty’s established credit rating or our assessment of the counterparty’s creditworthiness based on our analysis of their financial statements when a credit rating is not available. We also consider contract terms and conditions, country and political risk, and business strategy in “Investments and long-term receivables”our evaluation. A credit limit is established for each counterparty based on the Phillips 66 consolidated balance sheet.outcome of this review. We may require collateralized asset support or a prepayment to mitigate credit risk.


Non-consolidated VIEs
We hold variable interests in VIEsmonitor our ongoing credit exposure through active review of counterparty balances against contract terms and due dates. Our activities include timely account reconciliations, dispute resolution and payment confirmations. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. In addition, when events and circumstances arise that have not been consolidated becausemay affect certain counterparties’ abilities to fulfill their obligations, such as Coronavirus Disease 2019 (COVID-19), we are not considered the primary beneficiary.enhance our credit monitoring, and we may seek collateral to support some transactions or require prepayments from higher-risk counterparties.


Merey Sweeny, L.P. (MSLP) is a limited partnership that owns a delayed cokerAt March 31, 2022, and related facilitiesDecember 31, 2021, we reported $10,455 million and $7,470 million of accounts and notes receivable, respectively, net of allowances of $44 million for both periods. Based on an aging analysis at the Sweeny Refinery. Under the agreements that governed the relationships between the former co-venturers in MSLP, certain defaults by Petróleos de Venezuela S.A. (PDVSA) with respect to supplyMarch 31, 2022, more than 95% of crude oil to the Sweeny Refinery triggered the right to acquire PDVSA’s 50 percent ownership interest in MSLP. The call right was exercised in August 2009. The exercise of the call right was challenged, and the dispute was arbitrated in our favor and subsequently litigated. Through February 7, 2017, we determined MSLP was a VIE and used the equity method of accounting because the exercise of the call right remained subject to legal challenge. As discussed more fully in Note 5—Business Combinations, the exercise of the call right ceased to be subject to legal challenge in February 2017. At that point, we no longer considered MSLP a VIE and began consolidating the entity as a wholly owned subsidiary.accounts receivable were outstanding less than 60 days.


We have a 25 percent ownership interest in both Dakota Access, LLC (DAPL)are also exposed to credit losses from off-balance sheet exposures, such as guarantees of joint venture debt and Energy Transfer Crude Oil Company, LLC (ETCO), which collectively own the Bakken Pipeline. These entities did not have sufficient equity at risk to fully fund the constructionstandby letters of all assets requiredcredit. See Note 9—Guarantees, and Note 10—Contingencies and Commitments, for principal operations, and thus represented VIEs until operations commenced. On June 1, 2017,more information on these entities commenced operations and were no longer considered VIEs. We use the equity methodoff-balance sheet exposures.


7

Table of accounting for these investments.Contents




Note 4—Inventories


Inventories consisted of the following:


 Millions of Dollars
 March 31
2022
December 31
2021
Crude oil and petroleum products$4,152 3,024 
Materials and supplies378 370 
$4,530 3,394 
 Millions of Dollars
 September 30
2017

 December 31
2016

    
Crude oil and petroleum products$4,172
 2,883
Materials and supplies283
 267
 $4,455
 3,150




Inventories valued on the last-in, first-out (LIFO) basis totaled $4,059$3,923 million and $2,772$2,792 million at September 30, 2017,March 31, 2022, and December 31, 2016,2021, respectively. The estimated excess of current replacement cost over LIFO cost of inventories amounted to approximately $3.8$9.4 billion and $3.3$5.7 billion at September 30, 2017,March 31, 2022, and December 31, 2016,2021, respectively.


Certain planned reductions in inventory that are not expected to be replaced by the end of the year cause liquidations of LIFO inventory values.LIFO inventory liquidations during the three- and nine-month periods ended September 30, 2017, were not material. Excluding the disposition of the Whitegate Refinery, LIFO liquidations during the three- and nine-month periods ended September 30, 2016, decreasedincreased our net income by approximately $13$40 million in the three months ended March 31, 2022 and $71increased our net loss by $28 million respectively.in the three months ended March 31, 2021.

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Note 5—Investments, Loans and Long-Term Receivables

Equity Investments

Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)
In 2020, the trial court presiding over litigation brought by the Standing Rock Sioux Tribe ordered the U.S. Army Corps of Engineers (USACE) to prepare an Environmental Impact Statement (EIS) addressing an easement under Lake Oahe in North Dakota. The court later vacated the easement. Although the easement is vacated, the USACE has indicated that it will not take action to stop pipeline operations while it proceeds with the EIS. In May 2021, the Standing Rock Sioux Tribe’s request for an injunction to force a shutdown of the pipeline while the EIS is being prepared was denied. In June 2021, the trial court dismissed the litigation entirely. Once the EIS is completed, new litigation or challenges to the EIS could be filed.

In September 2021, Dakota Access filed a writ of certiorari, requesting the U.S. Supreme Court to review the lower court’s decision to order the EIS and vacate the easement. In February 2022, the writ was denied, and the requirement to prepare the EIS stands. Completion of the EIS was expected in the fall of 2022, but now may be delayed as the USACE engages with the Standing Rock Sioux Tribe on their reasons for withdrawing as a cooperating agency with respect to preparation of the EIS.

Dakota Access and ETCO have guaranteed repayment of senior unsecured notes issued by a wholly owned subsidiary of Dakota Access with an aggregate principal outstanding of $2.5 billion at March 31, 2022. In addition, Phillips 66 Partners, now a wholly owned subsidiary of Phillips 66, and its co-venturers in Dakota Access provided a Contingent Equity Contribution Undertaking (CECU) in conjunction with the Whitegate Refinery disposition,notes offering. Under the refinery’s LIFO inventory values were liquidated causing a decrease in net income of $62 million duringCECU, the three- and nine-month periods ended September 30, 2016. This LIFO liquidation impact was includedco-venturers may be severally required to make proportionate equity contributions to Dakota Access if there is an unfavorable final judgment in the gain recognizedabove-mentioned ongoing litigation. At March 31, 2022, our share of the maximum potential equity contributions under the CECU was approximately $631 million.

If the pipeline is required to cease operations, and should Dakota Access and ETCO not have sufficient funds to pay ongoing expenses, we could be required to support our share of the ongoing expenses, including scheduled interest payments on the disposition.


Note 5—Business Combinations

MSLP owns a delayed coker and related facilities at the Sweeny Refinery, and its results are includednotes of approximately $25 million annually, in our Refining segment.  Prior to August 28, 2009, MSLP was owned 50/50 by ConocoPhillips and PDVSA.  Under the agreements that governed the relationships between the partners, certain defaults by PDVSA with respect to supply of crude oiladdition to the Sweeny Refinery triggeredpotential obligations under the right, exercisedCECU at March 31, 2022.

At March 31, 2022, the aggregate book value of our investments in August 2009, to acquire its 50 percent ownership interest in MSLP for a purchase price determined by a contractual formula.  As the distributions PDVSA received from MSLP exceeded the amounts it contributed to MSLP, the contractual formula required no cash consideration for the acquisition. The exerciseDakota Access and ETCO was challenged, and the dispute was arbitrated in our favor and subsequently litigated.  While the dispute was being arbitrated and litigated, we continued to use the equity method of accounting for our 50 percent interest in MSLP.  When the exercise of the call right ceased to be subject to legal challenge on February 7, 2017, we deemed that the acquisition was complete and began accounting for MSLP as a$725 million.

On April 1, 2022, Dakota Access’ wholly owned consolidated subsidiary.

Based onsubsidiary repaid $650 million aggregate principal amount of its outstanding senior notes upon maturity. We funded our 25% share, or $163 million, with a third-party appraisalcapital contribution of the fair value$89 million in March 2022 and $74 million of MSLP’s net assets, utilizing discounted cash flows and replacement costs, the acquisition of PDVSA’s 50 percent interest resulted in our recording a pre-tax gain of $423 milliondistributions we elected not to receive from Dakota Access in the first quarter of 2017.  This gain was included in the “Other income” line on our consolidated statement of income. The fair value of our original equity interest in MSLP immediately prior to the deemed acquisition was $145 million.2022. As a result of the transaction,debt repayment, on April 1, 2022, our share of the maximum potential equity contributions under the CECU decreased to approximately $467 million, and our share of scheduled interest payments on the notes that we recorded $318could be required to support decreased to approximately $20 million of restricted cash, $250 million of properties, plantsannually.

CF United LLC (CF United)
We hold a 50% voting interest and equipment (PP&E)a 48% economic interest in CF United, a retail marketing joint venture with operations primarily on the U.S. West Coast. CF United is considered a variable interest entity (VIE) because our co-venturer has an option to require us to purchase its interest based on a fixed multiple. The put option becomes effective July 1, 2023, and $238 million of debt, as wellexpires on March 31, 2024. The put option is viewed as a net $93 million forvariable interest as the eliminationpurchase price on the exercise date may not represent the then-current fair value of CF United. We have determined that we are not the primary beneficiary because we and our co-venturer jointly direct the activities of CF United that most significantly impact economic performance. At March 31, 2022, our maximum exposure to loss was comprised of our equity$278 million investment in MSLPCF United, and net intercompany payables. Our acquisition accounting was finalized duringany potential future loss resulting from the first quarterput option should the purchase price based on a fixed multiple exceed the then-current fair value of 2017.CF United.




In November 2016, Phillips 66 Partners acquired NGL logistics assets located
9

Table of Contents
OnCue Holdings, LLC (OnCue)
We hold a 50% interest in southeast Louisiana, consistingOnCue, a joint venture that owns and operates retail convenience stores. We fully guaranteed various debt agreements of approximately 500 miles of pipelinesOnCue and storage caverns connecting multiple fractionation facilities, refineries and a petrochemical facility. The acquisition provided an opportunity for fee-based growthour co-venturer did not participate in the Louisiana market withinguarantees. This entity is considered a VIE because our Midstream segment. The acquisitiondebt guarantees resulted in OnCue not being exposed to all potential losses. We have determined we are not the primary beneficiary because we do not have the power to direct the activities that most significantly impact economic performance. At March 31, 2022, our maximum exposure to loss was included in$188 million, which represented the “Capital expenditures and investments” line on our consolidated statement of cash flows. At the acquisition date, we recorded $183 million of PP&E and $3 million of goodwill. Our acquisition accounting was finalized during the first quarter of 2017, with no change to the provisional amounts recorded in 2016.


Note 6—Assets Held for Sale or Sold

In June 2017, we entered into an agreement to sell vacant land. In our segment disclosures, the property is included in Corporate and Other. We classified the property as held for sale and transferred $50 million of PP&E to the “Prepaid expenses and other current assets” line on our consolidated balance sheet. We expect to close the sale in the first quarter of 2018, following a contractual inspection period. The net sales proceeds are expected to approximate the carryingbook value of the land.our investment in OnCue of $120 million and guaranteed debt obligations of $68 million.


In September 2016, we completed the sale of the Whitegate Refinery and related marketing assets, which were included primarily in our Refining segment. The net carrying value of the assets at the time of their disposition was $135 million, which consisted of $127 million of inventory, other working capital, and PP&E; and $8 million of allocated goodwill. An immaterial gain was recognized in 2016 on the disposition.


Note 7—Investments, Loans and Long-Term Receivables

Equity Investments
Summarized 100 percent financial information for Chevron Phillips Chemical CompanyLiberty Pipeline LLC (CPChem) was as follows:
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
      
Revenues$2,287
2,186
 7,196
6,526
Income before income taxes345
372
 1,469
1,400
Net income331
355
 1,424
1,343


Related Party Loans and Advances(Liberty)
In the first quarter of 2017,2021, Phillips 66 Partners decided to exit the Liberty Pipeline project, which resulted in a $198 million before-tax impairment in our Midstream segment. The impairment is included in the “Impairments” line item on our consolidated statement of operations for the three months ended March 31, 2021. See Note 12—Fair Value Measurements, for additional information regarding this impairment and the techniques used to determine the fair value of this investment. In April 2021, Phillips 66 Partners transferred its ownership interest in Liberty to its co-venturer for cash and certain pipeline assets with a value that approximated its book value of $46 million at March 31, 2021.

Other Investments
In September 2021, we received paymentacquired 78 million ordinary shares, representing a 16% ownership interest, in NOVONIX Limited (NOVONIX), which are traded on the Australian Securities Exchange. NOVONIX is a Brisbane, Australia-based company that develops technology and supplies materials for lithium-ion batteries. Since we do not have significant influence over the operating and financial policies of NOVONIX and the $250 million outstanding principal balanceshares we own have a readily determinable fair value, our investment is recorded at December 31, 2016,fair value at the end of each reporting period. The fair value of our sponsorinvestment is recorded in the “Investments and long-term receivables” line item on our consolidated balance sheet. The change in the fair value of our investment due to fluctuations in NOVONIX’s stock price, or unrealized investment gains (losses), is recorded in the “Other income (loss)” line item of our consolidated statement of operations, while changes due to foreign currency fluctuations are recorded in the “Foreign currency transaction gains” line item on our consolidated statement of operations. The fair value of our investment in NOVONIX was $362 million at March 31, 2022. The fair value of our investment in NOVONIX declined by $158 million during the three months ended March 31, 2022, reflecting an unrealized investment loss of $169 million, partially offset by an unrealized foreign currency gain of $11 million. See Note 12—Fair Value Measurements, for additional information regarding the recurring fair value measurement of our investment in NOVONIX.

Related Party Loans
We and our co-venturer provided member loans to the DAPL and ETCO joint ventures. We also received payment of the $75 million outstanding principal balance of the partner loan to WRB Refining LP (WRB). These cash inflows, totaling $325 million, are included inAt March 31, 2022, our 50% share of the “Collectionsoutstanding member loan balance, including accrued interest, was $597 million.


10

Table of advances/loans—related parties” line on our consolidated statement of cash flows.Contents



Note 8—6—Properties, Plants and Equipment


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


 Millions of Dollars
 March 31, 2022December 31, 2021
 Gross
PP&E
Accum.
D&A
  Net
PP&E
Gross
PP&E
Accum.
D&A
Net
PP&E
Midstream$12,597 3,156 9,441 12,524 3,064 9,460 
Chemicals   — — — 
Refining23,991 12,683 11,308 23,878 12,517 11,361 
Marketing and Specialties1,800 1,037 763 1,819 1,035 784 
Corporate and Other1,586 765 821 1,576 746 830 
$39,974 17,641 22,333 39,797 17,362 22,435 


11
 Millions of Dollars
 September 30, 2017 December 31, 2016
 
Gross
PP&E

 
Accum.
D&A

 
Net
PP&E

 
Gross
PP&E

 
Accum.
D&A

 
Net
PP&E

            
Midstream$8,491
 1,775
 6,716
 8,179
 1,579
 6,600
Chemicals
 
 
 
 
 
Refining22,143
 8,805
 13,338
 21,152
 8,197
 12,955
Marketing and Specialties1,610
 889
 721
 1,451
 776
 675
Corporate and Other1,104
 576
 528
 1,207
 582
 625
 $33,348
 12,045
 21,303
 31,989
 11,134
 20,855

Table of Contents


Note 9—7—Earnings (Loss) Per Share


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

 Three Months Ended
March 31
 20222021
BasicDilutedBasicDiluted
Amounts Attributed to Phillips 66 Common Stockholders (millions):
Net income (loss) attributable to Phillips 66$582 582 (654)(654)
Income allocated to participating securities(2)(2)(2)(2)
Net income (loss) available to common stockholders$580 580 (656)(656)
Weighted-average common shares outstanding (thousands):
447,206 449,298 437,369 439,504 
Effect of share-based compensation2,092 713 2,135 — 
Weighted-average common shares outstanding—EPS449,298 450,011 439,504 439,504 
Earnings (Loss) Per Share of Common Stock (dollars)
$1.29 1.29 (1.49)(1.49)
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017 2016 2017 2016
 Basic
Diluted
 Basic
Diluted
 Basic
Diluted
 Basic
Diluted
Amounts attributed to Phillips 66 Common
Stockholders (millions):
           
Net income attributable to Phillips 66$823
823
 511
511
 1,908
1,908
 1,392
1,392
Income allocated to participating securities(1)
 (2)(1) (4)(1) (5)(3)
Net income available to common stockholders$822
823

509
510
 1,904
1,907

1,387
1,389
            
Weighted-average common shares outstanding (thousands):
509,147
512,923
 521,815
525,991
 513,583
517,420
 524,365
528,650
Effect of stock-based compensation3,776
3,037
 4,176
2,807
 3,837
3,096
 4,285
3,000
Weighted-average common shares outstanding—EPS512,923
515,960
 525,991
528,798
 517,420
520,516
 528,650
531,650
            
Earnings Per Share of Common Stock (dollars)
$1.60
1.60
 0.97
0.96
 3.68
3.66
 2.62
2.61




Note 10—Debt

At September 30, 2017, no amount had been directly drawn under our $5 billion revolving credit facility; however,On March 9, 2022, we had $200 million of short-term commercial paper outstandingcompleted the previously announced merger between us and $51 million of issued letters of credit that were supported by this facility. In addition, at September 30, 2017, there was $87 million outstanding under Phillips 66 Partners’ $750Partners. The merger resulted in the acquisition of all limited partnership interests in Phillips 66 Partners not already owned by us in exchange for approximately 42 million revolving credit facility. As a result, we had $5.4 billionshares of total committed capacity available under our credit facilities at September 30, 2017.Phillips 66 common stock issued from treasury stock. SeeNote 18—Phillips 66 Partners LP, for additional information on the merger transaction.

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Note 8—Debt

2022 Activities
Debt Repayments
In May 2017, we repaid $1,500 million of 2.95% Senior Notesearly April 2022, upon maturity, with the funding from the April 2017 debt issuances discussed below.

Also in May 2017, we repaid $135 million of MSLP 8.85% Senior Notes due in 2019. This debt was recorded as a result of the consolidation of MSLP in February 2017. See Note 5—Business Combinations for additional information regarding MSLP.

Debt Issuances
In April 2017, Phillips 66 completed a private offering of $600 millionrepaid its 4.300% senior notes with an aggregate principal amount of unsecured notes, consisting of $300$1.0 billion and Phillips 66 Partners repaid its $450 million of Notes due 2019 and $300 million of Notes due 2020. Interest on these notes is a floating rate equal to three-month LIBOR plus 0.65% per annum for the 2019 Notes and three-month LIBOR plus 0.75% per annum for the 2020 Notes. Interest on both series of notes is payable quarterly in arrears on January 15,term loan.

Debt Exchange
On April 15, July 15 and October 15, commencing in July 2017. The 2019 Notes mature on April 15, 2019, and the 2020 Notes mature on April 15, 2020. The notes are guaranteed by6, 2022, Phillips 66 Company, a wholly owned subsidiary.

Also in April 2017,subsidiary of Phillips 66, entered into term loan facilities with an aggregate borrowing amountannounced offers to exchange (the Exchange Offers) all validly tendered notes of $900 million, consisting7 different series of a $450 million 364-day facility and a $450 million three-year facility. Interest on the term loans is a floating rate based on either the Eurodollar rate or the reference rate, plus a margin determinednotes issued by our long-term credit ratings.

Phillips 66 used the net proceeds from the issuance of the notes, together with the proceeds from the term loans, and cash on-hand to repay its outstanding 2.95% Senior Notes upon maturity in May 2017, for capital expenditures and for general corporate purposes.

Subsequent Events
In October 2017, as part of a contribution of assets to Phillips 66 Partners Phillips 66 Partners assumed(collectively, the $450 million of term loans outstanding under the 364-day facility originally issued in April 2017, and repaid those loans shortly thereafter. In addition, Phillips 66 Partners issued $500 millionOld Notes), with an aggregate principal amount of 3.75% Seniorapproximately $3.5 billion, for notes to be issued by Phillips 66 Company (collectively, the New Notes). The New Notes due 2028will be fully and $150 millionunconditionally guaranteed by Phillips 66 and will rank equallywith Phillips 66 Company’s other unsecured and unsubordinated indebtedness, and the guarantees will rank equally with Phillips 66’s other unsecured and unsubordinated indebtedness. The Exchange Offers will expire on May 3, 2022, unless such date is extended (the Expiration Date). Phillips 66 Company currently expects the settlement of the Exchange Offers to occur on May 5, 2022, unless the Expiration Date is extended.

The New Notes will have the same interest rates, interest payment dates and maturity dates as the Old Notes. In addition, holders that validly tender before the end of the early participation period on April 19, 2022 (the Early Participation Date), will receive New Notes with an aggregate principal amount equivalent to the Old Notes, while holders that validly tender after the Early Participation Date, but before the Expiration Date, will receive New Notes with an aggregate principal amount that is 3% less than the Old Notes.

Through the end of the early participation period on April 19, 2022, Old Notes with an aggregate principal amount of 4.68% Senior Notes due 2045. Interest on the 3.75% Senior Notes due 2028 is payable semiannually in arrears on March 1 and September 1 of each year, commencing on March 1, 2018. The 4.68% Senior Notes due 2045 are an additional issuance of existingapproximately $3.2 billion had been validly tendered for exchange.

2021 Activities
In February 2021, Phillips 66 Partners’ 4.68% Senior Notes, and interest is payable semiannually in arrears on February 15 and August 15repaid $500 million outstanding principal balance of each year.its floating-rate senior notes upon maturity.

13
Also in October 2017, we repaid the $200 million

Table of short-term commercial paper outstanding at September 30, 2017.Contents

Note 9—Guarantees

Note 11—Guarantees


At September 30, 2017,March 31, 2022, we were liable for certain contingent obligations under various contractual arrangements as described below. We recognize a liability at inception, for the fair value of our obligation as a guarantor for newly issued or modified guarantees. Unless the carrying amount of the liability is noted below, we have not recognized a liability either because the guarantees were issued prior to December 31, 2002, or because the fair value of the obligation wasis immaterial. In addition, unless otherwise stated, we are not currently performing with any significance under the guaranteeguarantees and expect future performance to be either immaterial or have only a remote chance of occurrence.



Guarantees of Joint Venture Debt
In December 2016, as part of the restructuring within DCP Midstream, LLC (DCP Midstream), we issued a guarantee, effective January 1, 2017, in support of DCP Midstream’s debt issued in the first quarter of 2017. At September 30, 2017, the maximum potential amount of future payments to third parties under the guarantee was estimated to be $175 million.  Payment would be required if DCP Midstream defaults on this debt obligation, which matures in 2019.

At September 30, 2017, we had other guarantees outstanding for our portion of certain joint venture debt obligations,
which have remaining terms of up to 8 years. The maximum potential amount of future payments to third parties under these guarantees is approximately $135 million. Payment would be required if a joint venture defaults on its debt obligations.

OtherLease Residual Value Guarantees
In 2016,Under the operating lease commenced onagreement for our headquarters facility in Houston, Texas. Under this lease agreement,Texas, we have a residual value guarantee with a maximum future exposure of $554 million. The operating lease has a term of five years and provides us the option, at the end of the lease term in September 2025, to request to renew the lease, purchase the facility or assist the lessor in marketing it for resale.

We have a residual value guarantee associated with the operating lease agreement with a maximum potential future exposure of $514 million at March 31, 2022. We also have residual value guarantees associated with railcar and airplane leases with maximum potential future exposures totaling $349$221 million. These leases have remaining terms of up to ten years.

Guarantees of Joint Venture Obligations
In March 2019, Phillips 66 Partners and its co-venturers in Dakota Access provided a CECU in conjunction with a senior unsecured notes offering. See Note 5—Investments, Loans and Long-Term Receivables, for additional information on Dakota Access and the CECU.

At year-end 2016, basedMarch 31, 2022, we also had other guarantees outstanding primarily for our portion of certain joint venture debt, which have remaining terms of up to four years. The maximum potential future exposures under these guarantees were approximately $133 million. Payment would be required if a joint venture defaults on an outside appraisal of the railcars’ fair value at the end of their lease terms, we estimated a total residual value deficiency of $94 million and recognized $28 million as expense in 2016.  During the first nine months of 2017, we recognized an additional $35 million of expense related to the residual value deficiency.  At September 30, 2017, the remaining residual value deficiency was $31 million. This deficiency will be recognized on a straight-line basis through May 2019. its obligations.


Indemnifications
Over the years, we have entered into various agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to indemnification. Agreements associated with these sales include indemnifications for taxes, litigation, environmental liabilities, permits and licenses, and employee claims, as well asand real estate indemnity against tenant defaults. The provisions of these indemnifications vary greatly. The majority of these indemnifications are related to environmental issues, which generally have indefinite terms and potentially unlimited exposure. At March 31, 2022, and December 31, 2021, the maximumcarrying amount of future payments is generally unlimited. The carrying amount recorded for indemnifications at September 30, 2017, was $201 million.$146 million and $144 million, respectively.


We amortize the indemnification liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of indemnity. In cases where the indemnification term is indefinite, we will reverse the liability when we have information to support that the liability was essentially relieved or amortize the liability over an appropriate time period as the fair value of our indemnification exposure declines.reversal. Although it is reasonably possible future payments may exceed amounts recorded, due to the nature of the indemnifications, it is not possible to make a reasonable estimate of the maximum potential amount of future payments. Included in the recorded carrying amount were $109 million ofAt March 31, 2022, and December 31, 2021, environmental accruals for known contamination thatof $109 million and $106 million, respectively, were included in the carrying amount of the recorded indemnifications noted above. These environmental accruals were primarily included in the “Asset retirement obligations and accrued environmental costs” line item on our consolidated balance sheet at September 30, 2017.sheet. For additional information about environmental liabilities, see Note 12—10—Contingencies and Commitments.


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






14

Note 12—10—Contingencies and Commitments


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


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


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


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


We are currently participating in environmental assessments and cleanups at numerous federal Superfund and comparable state sites. After an assessment of environmental exposures for cleanup and other costs, we make accruals on an undiscounted basis (except those pertaining to sites acquired in a purchase business combination, which we record on a discounted basis) for planned investigation and remediation activities for sites where it is probable future costs will be incurred and thethese costs can be reasonably estimated. At September 30, 2017,March 31, 2022, and December 31, 2021, our total environmental accrual was $458 million, compared with $496 million at December 31, 2016.accruals were $436 million. We expect to incur a substantial amount of these expenditures within the next 30 years. We have not reduced these accruals for possible insurance recoveries. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.





15

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


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


At September 30, 2017,March 31, 2022, we had performance obligations secured by letters of credit and bank guarantees of $574$1,546 million (of which $51 million was issued under the provisions of our revolving credit facility, and the remainder was issued as direct bank letters of credit and bank guarantees) related to various purchase and other commitments incident to the ordinary conduct of business.




Note 13—11—Derivatives and Financial Instruments


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


Purchase and sales contracts with firm minimum notional volumes for commodities that are readily convertible to cash are recorded on theour consolidated balance sheet as derivatives unless the contracts are eligible for, and we elect, the normal purchases and normal sales exception, whereby the contracts are recorded on an accrual basis. We generally apply the normal purchases and normal sales exception to eligible crude oil, refined petroleum product, NGL, natural gas, renewable feedstock, and power commodity contracts to purchase or sell quantities we expect to use or sell in the normal course of business. All other derivative instruments are recorded at fair value on our consolidated balance sheet. For further information on the fair value of derivatives, see Note 14—12—Fair Value Measurements.Measurements.


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



16

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


 Millions of Dollars
 March 31, 2022December 31, 2021
Commodity DerivativesEffect of Collateral NettingNet Carrying Value Presented on the Balance SheetCommodity DerivativesEffect of Collateral NettingNet Carrying Value Presented on the Balance Sheet
 AssetsLiabilitiesAssetsLiabilities
Assets
Prepaid expenses and other current assets$202 (11)(8)183 99 (20)— 79 
Other assets37 (15) 22 (1)— 
Liabilities
Other accruals5,403 (5,649)142 (104)758 (855)49 (48)
Other liabilities and deferred credits (2) (2)— (1)— (1)
Total$5,642 (5,677)134 99 860 (877)49 32 
 Millions of Dollars
 September 30, 2017
 Commodity Derivatives Effect of Collateral Netting
Net Carrying Value Presented on the Balance Sheet
 Assets
 Liabilities
       
Assets      
Prepaid expenses and other current assets$30
 
 
30
Other assets5
 (3) 
2
Liabilities

 

 

Other accruals933
 (1,141) 168
(40)
Other liabilities and deferred credits2
 (4) 
(2)
Total$970
 (1,148) 168
(10)

 Millions of Dollars
 December 31, 2016
 Commodity Derivatives Effect of Collateral Netting
Net Carrying Value Presented on the Balance Sheet
 Assets
 Liabilities
       
Assets      
Prepaid expenses and other current assets$267
 (154) 
113
Other assets5
 (1) 
4
Liabilities

 

 

Other accruals474
 (612) 73
(65)
Other liabilities and deferred credits
 (1) 
(1)
Total$746
 (768) 73
51



At September 30, 2017,March 31, 2022, and December 31, 2016,2021, there was no material cash collateral received or paid that was not offset on theour consolidated balance sheet.



The realized and unrealized gains (losses) incurred from commodity derivatives, and the line items where they appear on our consolidated statement of income,operations, were:
 
 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Sales and other operating revenues$(420)(123)
Other income25 
Purchased crude oil and products(228)(135)
Net loss from commodity derivative activity$(623)(257)



17

 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
      
Sales and other operating revenues$(256)(6) (101)(274)
Other income33
8
 46
24
Purchased crude oil and products(111)36
 16
(89)
Net gain (loss) from commodity derivative activity$(334)38
 (39)(339)
Table of Contents


The following table summarizes our material net exposures resulting from outstanding commodity derivative contracts. These financial and physical derivative contracts are primarily used to manage price exposure on our underlying operations. The underlying exposures may be from non-derivativenonderivative positions such as inventory volumes. Financial derivative contracts may also offset physical derivative contracts, such as forward purchase and sales contracts. The percentage of our derivative contract volumes expiring within the next 12 months was approximately 98 percentmore than 95% at September 30, 2017,March 31, 2022, and December 31, 2016.2021.


 Open Position
Long / (Short)
 March 31
2022
December 31
2021
Commodity
Crude oil, refined petroleum products, NGL and renewable feedstocks (millions of barrels)
(27)(18)
 
Open Position
Long/(Short)
 September 30
2017

 December 31
2016

Commodity   
Crude oil, refined products and NGL (millions of barrels)
(35) (18)



Interest Rate Derivative Contracts—In 2016, we entered into interest rate swaps to hedge the variability of anticipated lease payments on our new headquarters. These monthly lease payments will vary based on monthly changes in the one-month LIBOR and changes, if any, in the Company’s credit rating over the five-year term of the lease. The pay-fixed, receive-floating interest rate swaps have an aggregate notional value of $650 million and end on April 25, 2021. They qualify for, and are designated as, cash-flow hedges.

The aggregate net fair value of these swaps, which is included in the “Other accruals” and “Other assets” lines on our consolidated balance sheet, amounted to $8 million at both September 30, 2017, and December 31, 2016.

We report the effective portion of the mark-to-market gain or loss on our interest rate swaps designated and qualifying as a cash flow hedging instrument as a component of other comprehensive income (loss) and reclassify such gains and losses into earnings in the same period during which the hedged forecasted transaction affects earnings. Gains and losses due to ineffectiveness are recognized in general and administrative expenses. We did not recognize any material hedge ineffectiveness gain or loss in the consolidated income statement for the three- and nine-month periods ended September 30, 2017 and 2016. Net realized losses from settlements of the swaps were immaterial for the three- and nine-month periods ended September 30, 2017 and 2016.

We currently estimate that pre-tax gains of less than $1 million will be reclassified from accumulated other comprehensive income (loss) into general and administrative expenses during the next twelve months as the hedged transactions settle; however, the actual amounts that will be reclassified will vary based on changes in interest rates.



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

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

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


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


The aggregate fair values of all derivative instruments with such credit-risk-related contingent features that were in a liability position were not materialimmaterial at September 30, 2017, orMarch 31, 2022, and December 31, 2016.2021.




18

Note 14—12—Fair Value Measurements


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


Level 1: Fair value measured with unadjusted quoted prices from an active market for identical assets or liabilities.
Level 2: Fair value measured either with: (1) adjusted quoted prices from an active market for similar assets or liabilities; or (2) other valuation inputs that are directly or indirectly observable.
Level 3: Fair value measured with unobservable inputs that are significant to the measurement.


We classify the fair value of an asset or liability based on the lowest levelsignificance of input significantits observable or unobservable inputs to itsthe measurement. However, the fair value of an asset or liability initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement or corroborating market data becomes available. Conversely, an asset or liability initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. For the nine-month period ended September 30, 2017, derivative assets with an aggregate value of $110 million and derivative liabilities with an aggregate value of $112 million were transferred into Level 1 from Level 2, as measured from the beginning of the reporting period. The measurements were reclassified within the fair value hierarchy due to the availability of unadjusted quoted prices from an active market.




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


Cash and cash equivalents—The carrying amount reported on theour consolidated balance sheet approximates fair value.
Accounts and notes receivable—The carrying amount reported on theour consolidated balance sheet approximates fair value.
Derivative instruments—We fair value our exchange-traded contracts based on quoted market prices obtained from the New York Mercantile Exchange, the Intercontinental Exchange or other exchanges, and classify them as Level 1 in the fair value hierarchy. When exchange-cleared contracts lack sufficient liquidity, or are valued using either adjusted exchange-provided prices or non-exchangenonexchange quotes, we classify those contracts as Level 2.
OTC financial swaps and physicalPhysical commodity forward purchase and sales contracts and over-the-counter (OTC) financial swaps are generally valued using forward quotes provided by brokers and price index developers, such as Platts and Oil Price Information Service. We corroborate these quotes with market data and classify the resulting fair values as Level 2. When forward market prices are not available, we estimate fair value using the forward price of a similar commodity, adjusted for the difference in quality or location. In certain less liquid markets or for longer-term contracts, forward prices are not as readily available. In these circumstances, OTC swaps and physical commodity purchase and sales contracts and OTC swaps are valued using internally developed methodologies that consider historical relationships among various commodities that result in management’s best estimate of fair value. We classify these contracts as Level 3. FinancialPhysical and OTC and physical commodity options are valued using industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and contractual prices for the underlying instruments, as well as other relevant economic measures. The degree to which these inputs are observable in the forward markets determines whether the options are classified as Level 2 or 3. We use a mid-marketmidmarket pricing convention (the mid-pointmidpoint between bid and ask prices). When appropriate, valuations are adjusted to reflect credit considerations, generally based on available market evidence.
We determine the fair value of our interest rate swaps based on observedobservable market valuations for interest rate swaps that have notionals,notional amounts, terms and pay and reset frequencies similar to ours.

19

Rabbi trust assetsTheThese deferred compensation investments are measured at fair value using unadjusted quoted prices available from national securities exchanges;exchanges and are therefore these assets are categorized as Level 1 in the fair value hierarchy.
Investment in NOVONIX—Our investment in NOVONIX is measured at fair value using unadjusted quoted prices available from the Australian Securities Exchange and is therefore categorized as Level 1 in the fair value hierarchy.
Debt—The carrying amount of our floating-rate debt approximates fair value. The fair value of our fixed-rate debt is estimated based on observable quotes.
market prices.


The following tables display the fair value hierarchy for our material financial assets and liabilities either accounted for or disclosed at fair value on a recurring basis. These values are determined by treating each contract as the fundamental unit of account; therefore, derivative assets and liabilities with the same counterparty are shown on a gross basis in the hierarchy sections of these tables, before the effects of counterparty and collateral netting. These tables also show that our Level 3 activity was not material.

We have master netting agreements for all of our exchange-cleared derivative instruments, the majority of our OTC derivative instruments and certain physical commodity forward contracts (primarily pipeline crude oil deliveries). The following tables showalso reflect the impacteffect of these contracts innetting derivative assets and liabilities with the column “Effectsame counterparty for which we have the legal right of Counterparty Netting.”offset and collateral netting.


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



 Millions of Dollars
 March 31, 2022
Fair Value HierarchyTotal Fair Value of Gross Assets & LiabilitiesEffect of Counterparty NettingEffect of Collateral NettingDifference in Carrying Value and Fair ValueNet Carrying Value Presented on the Balance Sheet
 Level 1Level 2Level 3
Commodity Derivative Assets
Exchange-cleared instruments$3,677 1,800  5,477 (5,429)(8) 40 
OTC instruments 1  1    1 
Physical forward contracts 163 1 164    164 
Rabbi trust assets150   150 N/AN/A 150 
Investment in NOVONIX362   362 N/AN/A 362 
$4,189 1,964 1 6,154 (5,429)(8) 717 
Commodity Derivative Liabilities
Exchange-cleared instruments$3,737 1,835  5,572 (5,429)(142) 1 
Physical forward contracts 104 1 105    105 
Floating-rate debt 475  475 N/AN/A 475 
Fixed-rate debt, excluding finance leases and software obligations 14,104  14,104 N/AN/A(434)13,670 
$3,737 16,518 1 20,256 (5,429)(142)(434)14,251 

20

Table of Contents
Millions of Dollars Millions of Dollars
September 30, 2017 December 31, 2021
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
Fair Value HierarchyTotal Fair Value of Gross Assets & LiabilitiesEffect of Counterparty NettingEffect of Collateral NettingDifference in Carrying Value and Fair ValueNet Carrying Value Presented on the Balance Sheet
Level 1
 Level 2
 Level 3
Level 1Level 2Level 3
Commodity Derivative Assets       Commodity Derivative Assets
Exchange-cleared instruments$487
 452
 
 939
(938)

1
Exchange-cleared instruments$419 368 — 787 (779)— — 
OTC instruments
 1
 
 1



1
Physical forward contracts
 30
 
 30



30
Physical forward contracts— 73 — 73 — — — 73 
Interest rate derivatives
 8
 
 8



8
Rabbi trust assets111
 
 
 111
N/A
N/A

111
Rabbi trust assets158 — — 158 N/A— 158 
Investment in NOVONIXInvestment in NOVONIX520 — — 520 N/A— 520 
$598
 491
 
 1,089
(938)

151
$1,097 441 — 1,538 (779)— — 759 
       
Commodity Derivative Liabilities       Commodity Derivative Liabilities
Exchange-cleared instruments$630
 476
 
 1,106
(938)(168)

Exchange-cleared instruments$463 362 — 825 (779)(49)— (3)
OTC instruments
 1
 
 1



1
OTC instruments— — — — — 
Physical forward contracts
 30
 11
 41



41
Physical forward contracts— 51 — 51 — — — 51 
Floating-rate debt100
 1,587
 
 1,687
N/A
N/A

1,687
Floating-rate debt— 475 — 475 N/A— 475 
Fixed-rate debt, excluding capital leases
 9,110
 
 9,110
N/A
N/A
(787)8,323
Fixed-rate debt, excluding finance leases and software obligationsFixed-rate debt, excluding finance leases and software obligations— 15,353 — 15,353 N/A(1,686)13,667 
$730
 11,204
 11
 11,945
(938)(168)(787)10,052
$463 16,242 — 16,705 (779)(49)(1,686)14,191 




 Millions of Dollars
 December 31, 2016
 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$273
 371
 
 644
(628)

16
OTC instruments
 6
 
 6
(1)

5
Physical forward contracts
 94
 2
 96



96
Interest rate derivatives
 8
 
 8



8
Rabbi trust assets97
 
 
 97
N/A
N/A

97
 $370
 479
 2
 851
(629)

222
            
Commodity Derivative Liabilities           
Exchange-cleared instruments$249
 452
 
 701
(628)(73)

OTC instruments
 1
 
 1
(1)


Physical forward contracts
 61
 5
 66



66
Floating-rate debt50
 210
 
 260
N/A
N/A

260
Fixed-rate debt, excluding capital leases
 10,260
 
 10,260
N/A
N/A
(570)9,690
 $299
 10,984
 5
 11,288
(629)(73)(570)10,016



The rabbi trust assets appear on our consolidated balance sheetand investment in NOVONIX are recorded in the “Investments and long-term receivables” line while theitem, and floating-rate and fixed-rate debt appearare recorded in the “Short-term debt” and “Long-term debt” lines. For information

regarding the location of our commodity derivative assets and liabilitiesline items on our consolidated balance sheet, see the first table in sheet. See Note 13—11—Derivatives and Financial Instruments,. for information regarding where the assets and liabilities related to our commodity derivatives are recorded on our consolidated balance sheet.


Nonrecurring Fair Value Measurements
See Note 5—Business Combinations for remeasurement
Equity Investments
In the first quarter of our2021, Phillips 66 Partners wrote down the book value of its investment in MSLPLiberty to estimated fair value. During the nine months endedSeptember 30, 2017 and 2016, there were no other materialvalue using a Level 3 nonrecurring fair value remeasurementsmeasurement. This nonrecurring measurement was based on the estimated fair value of Phillip 66 Partners’ share of the joint venture’s pipeline assets subsequentand net working capital at March 31, 2021. See Note 5—Investments, Loans and Long-Term Receivables, for more information regarding Phillips 66 Partners’ transfer of its ownership in Liberty to their initial recognition.its co-venturer in April 2021.



21

Table of Contents
Note 15—Employee Benefit Plans

13—Pension and Postretirement Plans

The components of net periodic benefit cost for the three-three months ended March 31, 2022 and nine-month periods ended September 30, 2017 and 2016,2021, were as follows:
Millions of Dollars
Pension BenefitsOther Benefits
202220212022 2021 
U.S.Int’l.U.S.Int’l.
Components of Net Periodic Benefit CostComponents of Net Periodic Benefit Cost
Three Months Ended March 31Three Months Ended March 31
Service costService cost$35 8 37 1 
Interest costInterest cost21 6 20 1 
Expected return on plan assetsExpected return on plan assets(39)(16)(41)(15) — 
Amortization of prior service creditAmortization of prior service credit  — —  (1)
Amortization of net actuarial loss (gain)Amortization of net actuarial loss (gain)6 3 15 (1)— 
SettlementsSettlements1  — —  — 
Net periodic benefit cost*Net periodic benefit cost*$24 1 31 1 
Millions of Dollars
Pension Benefits Other Benefits
2017 2016 2017
 2016
U.S.
 Int’l.
 U.S.
 Int’l.
    
Components of Net Periodic Benefit Cost           
Three Months Ended September 30           
Service cost$33
 8
 32
 8
 1
 1
Interest cost27
 7
 29
 7
 2
 2
Expected return on plan assets(37) (11) (32) (9) 
 
Amortization of prior service cost1
 
 1
 
 
 
Recognized net actuarial loss17
 6
 18
 4
 
 
Settlements21
 
 2
 
 
 
Net periodic benefit cost$62

10

50

10

3

3
           
Nine Months Ended September 30           
Service cost$99
 25
 96
 26
 4
 5
Interest cost81
 20
 87
 22
 6
 6
Expected return on plan assets(110) (30) (96) (29) 
 
Amortization of prior service cost (credit)2
 (1) 2
 (1) (1) (1)
Recognized net actuarial loss52
 18
 54
 11
 
 
Settlements76
 
 5
 
 
 
Net periodic benefit cost$200
 32
 148
 29
 9
 10
* Included in the “Operating expenses” and “Selling, general and administrative expenses” line items on our consolidated statement of operations.* Included in the “Operating expenses” and “Selling, general and administrative expenses” line items on our consolidated statement of operations.




During the first ninethree months of 2017,ended March 31, 2022, we contributed $432$5 million to our U.S. employeepension and other postretirement benefit plans and $26$6 million to our international employee benefitpension plans. The contributions were included in the “Other” line within the operating activities section on our consolidated statement of cash flows. We currently expect to make additional contributions of approximately $6$40 million to our U.S. employeepension and other postretirement benefit plans and $9approximately $20 million to our international employee benefitpension plans during the remainder of 2017.2022.


For our U.S. pension plans, lump-sum benefit payments have exceeded the sum
22

Table of service and interest costs for the year. As a result, we have recognized a proportionate share of prior actuarial losses, or pension settlement expense, totaling $76 million for the nine months ended September 30, 2017.Contents

In conjunction with the Whitegate Refinery disposition, the fair market value of plan assets was updated and the pension benefit obligation was remeasured for the Ireland Pension Plan at August 31, 2016. At the measurement date, the pension liability had a net decrease of $3 million, which resulted in an increase to other comprehensive income, due to the

following two components: 1) a curtailment gain (decrease in projected benefit obligation) of $31 million, as all future benefit accruals were eliminated from projected benefit obligation, and 2) an actuarial loss (increase in projected benefit obligation) of $28 million, which was primarily related to a decline in the discount rate from 2.3 percent at December 31, 2015, to 1.3 percent at August 31, 2016.


Note 16—14—Accumulated Other Comprehensive Income (Loss)Loss


The following table depicts changesChanges in accumulated other comprehensive income (loss) bythe balances of each component as well as detail on reclassifications out of accumulated other comprehensive income (loss):loss were as follows:


 Millions of Dollars
 Defined Benefit PlansForeign Currency TranslationHedgingAccumulated Other Comprehensive Loss
December 31, 2021$(398)(45)(2)(445)
Other comprehensive income before reclassifications4   4 
Amounts reclassified from accumulated other
   comprehensive loss
Defined benefit plans*
Amortization of net actuarial loss, prior service credit and settlements9   9 
Foreign currency translation (82) (82)
Hedging    
Net current period other comprehensive income (loss)13 (82) (69)
March 31, 2022$(385)(127)(2)(514)
December 31, 2020$(809)25 (5)(789)
Other comprehensive income (loss) before reclassifications(15)— (10)
Amounts reclassified from accumulated other comprehensive loss
Defined benefit plans*
Amortization of net actuarial loss and prior service credit17 — — 17 
Foreign currency translation— — — — 
Hedging— — 
Net current period other comprehensive income (loss)22 (15)
March 31, 2021$(787)10 (3)(780)
* Included in the computation of net periodic benefit cost. See Note 13—Pension and Postretirement Plans, for additional information.

23
 Millions of Dollars
 Defined Benefit Plans
 Foreign Currency Translation
 Hedging
 Accumulated Other Comprehensive Income (Loss)
        
December 31, 2015$(662) 11
 (2) (653)
Other comprehensive income (loss) before reclassifications10
 (187) (7) (184)
Amounts reclassified from accumulated other comprehensive income (loss)*       
Amortization of defined benefit plan items**       
Actuarial losses and settlements45
 
 
 45
Net current period other comprehensive income (loss)55
 (187) (7) (139)
September 30, 2016$(607) (176) (9) (792)
        
December 31, 2016$(713) (285) 3
 (995)
Other comprehensive income before reclassifications5
 214
 
 219
Amounts reclassified from accumulated other comprehensive income (loss)*      

Amortization of defined benefit plan items**       
Actuarial losses and settlements92
 
 
 92
Net current period other comprehensive income97
 214
 
 311
September 30, 2017$(616) (71) 3
 (684)

Table of Contents
* There were no significant reclassifications related to foreign currency translation or hedging.
** These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost (see Note 15—Employee Benefit Plans, for additional information).


Note 17—Restricted Cash

At September 30, 2017, and December 31, 2016, the company did not have any restricted cash. The restrictions on the cash acquired in February 2017, as a result of the consolidation of MSLP, were fully removed in the second quarter of 2017 when MSLP’s outstanding debt that contained lender restrictions on the use of cash was paid in full. See Note 5—Business Combinations and Note 10—Debt for additional information regarding MSLP.

Note 18—Related Party Transactions


Significant transactions with related parties were:


 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Operating revenues and other income (a)$1,340 770 
Purchases (b)4,681 2,357 
Operating expenses and selling, general and administrative expenses (c)70 68 
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
      
Operating revenues and other income (a)$638
588
 1,778
1,544
Purchases (b)2,557
2,118
 6,932
5,769
Operating expenses and selling, general and administrative expenses (c)13
31
 52
92


(a)We sold NGL, other petrochemical feedstocks and solvents to Chevron Phillips Chemical Company LLC (CPChem), NGL and certain feedstocks to DCP Midstream, LLC (DCP Midstream), gas oil and hydrogen feedstocks to Excel Paralubes (Excel), and refined petroleum products to several of our equity affiliates in the Marketing and Specialties segment, including OnCue and CF United. We also sold certain feedstocks and intermediate products to WRB and acted as an agent for WRB in supplying crude oil and other feedstocks for a fee. In addition, we charged several of our equity affiliates, including CPChem, for the use of common facilities, such as steam generators, waste and water treaters and warehouse facilities.


As discussed more fully(b)We purchased crude oil, refined petroleum products, NGL and solvents from WRB. We also purchased natural gas and NGL from DCP Midstream and CPChem, as well as other feedstocks from various equity affiliates, for use in Note 5—Business Combinations,our refinery and fractionation processes. In addition, we purchased base oils and fuel products from Excel for use in February 2017, we began accountingour specialty and refining businesses. We paid NGL fractionation fees to CPChem. We also paid fees to various pipeline equity affiliates for MSLP as a wholly owned consolidated subsidiary. Accordingly, the table above only includestransporting crude oil, refined petroleum products and NGL.

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

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

various equity affiliates.




24

Table of Contents
Note 19—16—Segment Disclosures and Related Information


Our operating segments are:


1)
Midstream—Gathers, processes, transports and markets natural gas; and transports, stores, fractionates and markets NGL in the United States. In addition, this segment transports crude oil and other feedstocks to our refineries and other locations, delivers refined and specialty products to market, and provides terminaling and storage services for crude oil and petroleum products. The segment also stores, refrigerates and exports liquefied petroleum gas primarily to Asia. The Midstream segment includes our master limited partnership, Phillips 66 Partners LP, as well as our 50 percent equity investment in DCP Midstream.

1)Midstream—Provides crude oil and refined petroleum product transportation, terminaling and processing services, as well as natural gas and NGL transportation, storage, fractionation, processing and marketing services, mainly in the United States. The Midstream segment includes our 50% equity investment in DCP Midstream and our 16% investment in NOVONIX. On March 9, 2022, we completed the previously announced merger between us and Phillips 66 Partners. See Note 18—Phillips 66 Partners LP, for additional information on the merger transaction.
2)
Chemicals—Consists of our 50 percent equity investment in CPChem, which manufactures and markets petrochemicals and plastics on a worldwide basis.


3)
Refining—Purchases, sells and refines crude oil and other feedstocks at 13 refineries, mainly in the United States and Europe.

2)Chemicals—Consists of our 50% equity investment in CPChem, which manufactures and markets petrochemicals and plastics on a worldwide basis.
4)
Marketing and Specialties—Purchases for resale and markets refined products (such as gasolines, distillates and aviation fuels), mainly in the United States and Europe. In addition, this segment includes the manufacturing and marketing of specialty products (such as base oils and lubricants), as well as power generation operations.


3)Refining—Refines crude oil and other feedstocks into petroleum products, such as gasoline, distillates and aviation fuels, as well as renewable fuels, at 12 refineries in the United States and Europe.

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

Corporate and Other includes general corporate overhead, interest expense, our investmentsinvestment in new technologies and various other corporate activities. Corporate assets include all cash, cash equivalents and cash equivalents.income tax-related assets.


We evaluate segment performance based on net income attributable to Phillips 66. Intersegment sales are at prices that we believe approximate market.



25


Table of Contents

Analysis of Results by Operating Segment


 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Sales and Other Operating Revenues*
Midstream
Total sales$4,082 2,384 
Intersegment eliminations(886)(627)
Total Midstream3,196 1,757 
Chemicals 
Refining
Total sales24,093 15,053 
Intersegment eliminations(15,591)(8,456)
Total Refining8,502 6,597 
Marketing and Specialties
Total sales25,295 13,598 
Intersegment eliminations(819)(333)
Total Marketing and Specialties24,476 13,265 
Corporate and Other5 
Consolidated sales and other operating revenues$36,179 21,627 
* See Note 2—Sales and Other Operating Revenues, for further details on our disaggregated sales and other operating revenues.
Income (Loss) Before Income Taxes
Midstream$242 76 
Chemicals396 154 
Refining123 (1,040)
Marketing and Specialties316 290 
Corporate and Other(249)(251)
Consolidated income (loss) before income taxes$828 (771)


 Millions of Dollars
 March 31
2022
December 31
2021
Total Assets
Midstream$16,141 15,932 
Chemicals6,551 6,453 
Refining22,138 19,952 
Marketing and Specialties10,829 8,505 
Corporate and Other4,979 4,752 
Consolidated total assets$60,638 55,594 

26
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
Sales and Other Operating Revenues     
Midstream     
Total sales$1,433
934
 4,467
2,784
Intersegment eliminations(433)(296) (1,260)(866)
Total Midstream1,000
638
 3,207
1,918
Chemicals2
1
 4
3
Refining     
Total sales16,499
13,465
 46,014
37,242
Intersegment eliminations(10,461)(9,035) (28,641)(24,840)
Total Refining6,038
4,430
 17,373
12,402
Marketing and Specialties     
Total sales18,887
16,799
 52,903
47,327
Intersegment eliminations(306)(252) (900)(792)
Total Marketing and Specialties18,581
16,547
 52,003
46,535
Corporate and Other6
8
 21
24
Consolidated sales and other operating revenues$25,627
21,624
 72,608
60,882
      
Net Income (Loss) Attributable to Phillips 66     
Midstream$85
75
 221
179
Chemicals121
101
 498
447
Refining550
177
 1,033
412
Marketing and Specialties208
267
 563
701
Corporate and Other(141)(109) (407)(347)
Consolidated net income attributable to Phillips 66$823
511
 1,908
1,392



Table of Contents
 Millions of Dollars
 September 30
2017

 December 31
2016

Total Assets   
Midstream$12,904
 12,832
Chemicals6,211
 5,802
Refining23,949
 22,825
Marketing and Specialties7,118
 6,227
Corporate and Other2,530
 3,967
Consolidated total assets$52,712
 51,653



Note 20—17—Income Taxes


Our effective income tax ratesrate for the third quarter and the first ninethree months of 2017 were 32 percent andended March 31, percent, respectively,2022, was 21%, compared with 34 percent and 32 percent17% for the corresponding periodsperiod of 2016.

2021. The decreaseincrease in theour effective tax rate for the third quarter of 2017three months ended March 31, 2022, was primarily attributable to the relativeelimination of the favorable noncontrolling interest impact of foreign operations that are subject to a lower income tax rate and excess tax benefits associated with share-based compensation.

The effective tax rate varies from the federal statutory tax rate of 35 percent primarily as a result of foreign operations, excess tax benefits associated with share-based compensation,the completion of the merger between us and the impact of income attributable to noncontrolling interests, partially offset by state tax expense.Phillips 66 Partners on March 9, 2022.




Note 21—18—Phillips 66 Partners LP


On March 9, 2022, we completed the previously announced merger between us and Phillips 66 Partners is a publicly traded masterPartners. The merger resulted in the acquisition of all limited partnership formed to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum product and NGL pipelines and terminals, as well as other midstream assets. Headquartered in Houston, Texas, Phillips 66 Partners’ assets currently consist of crude oil, refined petroleum products and NGL transportation, terminaling and storage systems, as well as crude oil and NGL processing facilities. Phillips 66 Partners conducts its operations through both wholly owned and joint-venture operations. The majority of Phillips 66 Partners’ wholly owned assets are associated with, and integral to the operation of, nine of Phillips 66’s owned or joint-venture refineries.

We consolidate Phillips 66 Partners as a variable interest entity for financial reporting purposes. See Note 3—Variable Interest Entities (VIEs) for additional information on why we consolidate the partnership. As a result of this consolidation, the public unitholders’ ownership interestinterests in Phillips 66 Partners is reflected as a noncontrolling interestnot already owned by us in our financial statements. At September 30, 2017, we owned a 57 percent limited partner interest and a 2 percent general partner interest inexchange for approximately 42 million shares of Phillips 66 common stock issued from treasury stock. Phillips 66 Partners while the public owned a 41 percent limited partner interest.

In June 2016,common unitholders received 0.50 shares of Phillips 66 common stock for each outstanding Phillips 66 Partners began issuing common units under a continuous offering program, which allows for the issuance of up to an aggregate of $250 million ofunit. Phillips 66 Partners’ perpetual convertible preferred units were converted into common units in amounts, at prices and on termsa premium to be determined by market conditions and other factors at the time of the offerings (such continuous offering program, or at-the-market program, is referredoriginal issuance price prior to as the ATM program). For the nine months ended September 30, 2017, on a settlement-date basis,being exchanged for Phillips 66 Partners has issued 3,323,576 common units under the ATM program, which generated net proceeds of $171 million. From inception through September 30, 2017, Phillips 66 Partners has issued an aggregate of 3,669,728 common units under the ATM program, which generated net proceeds of $190 million.

Subsequent Events
On September 19, 2017, we entered into an agreement to contribute to Phillips 66 Partners our 25 percent interests in DAPL and ETCO and our 100 percent interest in MSLP. The transaction closed on October 6, 2017. Total consideration paid to us by Phillips 66 Partners was $1.65 billion, which included $372 million in cash at closing, the assumption of $588 million of promissory notes payable to us, the assumption of $450 million of term loans payable to a third party, and the issuance to us of common and general partner units with a fair value of $240 million. Shortly afterstock. Upon closing, Phillips 66 Partners repaid the $588 millionbecame a wholly owned subsidiary of promissory notes payable to us, resulting in total cash received by us for the transaction of $960 million. Phillips 66 Partners financed the consideration paid, in October 2017, with the proceeds from the private placement of $750 million of perpetual convertible preferred units and $300 million ofits common units as well as a portion of the proceeds from a public offering of $650 million of Senior Notes. See Note 10—Debt for additional information on the Senior Notes.are no longer publicly traded.


After giving effect to the contribution and financing transactions discussed above, we own a 55 percent limited partner interest and a 2 percent general partner interest in Phillips 66 Partners, with the public owning a 43 percent limited partner interest.



Note 22—New Accounting Standards

In February 2017, the FASB issued ASU No. 2017-05, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20).” This ASU clarifies the scope and accounting for the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales.  This ASU will eliminate the use of carryover basis for most nonmonetary exchanges, including contributions of assets to equity method joint ventures.  These amendments could result in the entity recognizing a gain or loss on the sale or transfer of nonfinancial assets.  Public entities should apply the guidance in ASU No. 2017-05 to annual periods beginning after December 15, 2017, including interim periods within those periods.  We are currently evaluating the provisions of ASU No. 2017-05.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist in evaluating whether transactions should beThe merger was accounted for as acquisitionsan equity transaction and resulted in decreases to “Treasury stock” of assets or businesses. The amendment provides a screen for determining when a transaction involves$3,380 million, “Noncontrolling interests” of $2,163 million, “Capital in excess of par” of $869 million, “Deferred income taxes” of $355 million, and “Cash and cash equivalents” of $2 million, and an acquisitionincrease to “Other accruals” of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or a group of similar identifiable assets, then the transaction is not considered an acquisition of a business. If the screen is not met, then the amendment requires that to be considered a business, the operation must include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The guidance may reduce the number of transactions accounted for as business acquisitions. Public business entities should apply the guidance in ASU No. 2017-01 to annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted. The amendments should be applied prospectively, and no disclosures are required at the effective date. We are currently evaluating the provisions of ASU No. 2017-01.

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

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” In the new standard, the FASB modified its determination of whether a contract is a lease rather than whether a lease is a capital or operating lease under the previous accounting principles generally accepted in the United States (GAAP). A contract represents a lease if a transfer of control occurs over an identified property, plant or equipment for a period of time in exchange for consideration. Control over the use of the identified asset includes the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct its use. The FASB continued to maintain two classifications of leases—financing and operating—which are substantially similar to capital and operating leases in the previous lease guidance. Under the new standard, recognition of assets and liabilities arising from operating leases will require recognition on the balance sheet. The effect of all leases in the statement of comprehensive income and the statement of cash flows will be largely unchanged. Lessor accounting will also be largely unchanged. Additional disclosures will be required for financing and operating leases for both lessors and lessees. Public business entities should apply the guidance in ASU No. 2016-02 for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. Entities are required to adopt the ASU using a modified retrospective approach, subject to certain optional practical expedients, and apply the provisions of ASU No. 2016-02 to leasing arrangements existing at or entered into after the earliest comparative period presented in the financial statements. We are currently evaluating the provisions of ASU No. 2016-02 and assessing its impact on our financial statements. As part of our assessment to-date, we have formed an implementation team, commenced identification of our lease population and are evaluating lease software packages.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” to meet its objective of providing more decision-useful information about financial instruments. The majority of this ASU’s provisions amend only the presentation or disclosures of financial instruments; however, one provision will also affect net income. Equity investments carried under the cost method or lower of cost or fair value method of accounting, in accordance with current GAAP, will have to

be carried at fair value upon adoption of ASU No. 2016-01, with changes in fair value recorded in net income. For equity investments that do not have readily determinable fair values, a company may elect to carry such investments at cost less impairments, if any, adjusted up or down for price changes in similar financial instruments issued by the investee, when and if observed. Public business entities should apply the guidance in ASU No. 2016-01 for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption prohibited. We are currently evaluating the provisions of ASU No. 2016-01. Our initial review indicates that ASU No. 2016-01 will have a limited impact on our financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU and other related updates issued are intended to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets and expand disclosure requirements. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities should apply the guidance in ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. As part of our assessment work to-date, we have formed an implementation work team, completed training on the new ASU’s revenue recognition model and are continuing our contract review and documentation. Our expectation is to adopt the standard on January 1, 2018, using the modified retrospective application. In addition, we expect to present revenue net of sales-based taxes collected from our customers, resulting in no impact to earnings. Sales-based taxes include excise taxes on petroleum product sales as noted$5 million on our consolidated statementbalance sheet.


27

Table of income. Our evaluation of the new ASU is ongoing, which includes understanding the impact of adoption on earnings from equity method investments. Based on our analysis to-date, we have not identified any other material impact on our financial statements other than disclosures.

Contents

Note 23—Condensed Consolidating Financial Information

Phillips 66 has $6 billion of senior notes outstanding, the payment obligations of which are fully and unconditionally guaranteed by Phillips 66 Company, a 100-percent-owned subsidiary. The following condensed consolidating financial information presents the results of operations, financial position and cash flows for:

Phillips 66 and Phillips 66 Company (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting).
All other nonguarantor subsidiaries.
The consolidating adjustments necessary to present Phillips 66’s results on a consolidated basis.

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

 Millions of Dollars
 Three Months Ended September 30, 2017
Statement of IncomePhillips 66
Phillips 66 Company
All Other Subsidiaries
Consolidating Adjustments
Total Consolidated
Revenues and Other Income     
Sales and other operating revenues$
18,941
6,686

25,627
Equity in earnings of affiliates880
608
172
(1,130)530
Net gain (loss) on dispositions
1
(1)

Other income
34
15

49
Intercompany revenues
522
3,805
(4,327)
Total Revenues and Other Income880
20,106
10,677
(5,457)26,206
      
Costs and Expenses     
Purchased crude oil and products
15,981
7,744
(4,262)19,463
Operating expenses
857
285
(8)1,134
Selling, general and administrative expenses2
338
98
(3)435
Depreciation and amortization
225
112

337
Impairments

1

1
Taxes other than income taxes
1,464
1,992

3,456
Accretion on discounted liabilities
3
2

5
Interest and debt expense86
20
60
(54)112
Foreign currency transaction losses

7

7
Total Costs and Expenses88
18,888
10,301
(4,327)24,950
Income before income taxes792
1,218
376
(1,130)1,256
Provision (benefit) for income taxes(31)338
100

407
Net Income823
880
276
(1,130)849
Less: net income attributable to noncontrolling interests

26

26
Net Income Attributable to Phillips 66$823
880
250
(1,130)823
      
Comprehensive Income$948
1,005
362
(1,341)974

 Millions of Dollars
 Three Months Ended September 30, 2016
Statement of IncomePhillips 66
Phillips 66 Company
All Other Subsidiaries
Consolidating Adjustments
Total Consolidated
Revenues and Other Income     
Sales and other operating revenues$
15,264
6,360

21,624
Equity in earnings of affiliates571
521
108
(809)391
Net gain (loss) on dispositions
(11)14

3
Other income
10
14

24
Intercompany revenues
173
2,685
(2,858)
Total Revenues and Other Income571
15,957
9,181
(3,667)22,042
      
Costs and Expenses     
Purchased crude oil and products
12,377
6,388
(2,804)15,961
Operating expenses
864
206
(9)1,061
Selling, general and administrative expenses1
314
99
(3)411
Depreciation and amortization
206
87

293
Impairments
1
1

2
Taxes other than income taxes
1,390
2,034

3,424
Accretion on discounted liabilities
3
2

5
Interest and debt expense91
6
26
(42)81
Foreign currency transaction gains

(9)
(9)
Total Costs and Expenses92
15,161
8,834
(2,858)21,229
Income before income taxes479
796
347
(809)813
Provision (benefit) for income taxes(32)225
84

277
Net Income511
571
263
(809)536
Less: net income attributable to noncontrolling interests

25

25
Net Income Attributable to Phillips 66$511
571
238
(809)511
      
Comprehensive Income$471
531
207
(713)496



 Millions of Dollars
 Nine Months Ended September 30, 2017
Statement of IncomePhillips 66
Phillips 66 Company
All Other Subsidiaries
Consolidating Adjustments
Total Consolidated
Revenues and Other Income     
Sales and other operating revenues$
52,844
19,764

72,608
Equity in earnings of affiliates2,083
1,677
408
(2,811)1,357
Net gain on dispositions
1
14

15
Other income
469
50

519
Intercompany revenues
1,172
9,654
(10,826)
Total Revenues and Other Income2,083
56,163
29,890
(13,637)74,499
      
Costs and Expenses     
Purchased crude oil and products
44,622
21,489
(10,616)55,495
Operating expenses
2,779
806
(44)3,541
Selling, general and administrative expenses6
962
298
(8)1,258
Depreciation and amortization
657
315

972
Impairments
17
1

18
Taxes other than income taxes
4,287
5,681

9,968
Accretion on discounted liabilities
12
4

16
Interest and debt expense263
46
173
(158)324
Foreign currency transaction losses

6

6
Total Costs and Expenses269
53,382
28,773
(10,826)71,598
Income before income taxes1,814
2,781
1,117
(2,811)2,901
Provision (benefit) for income taxes(94)698
304

908
Net Income1,908
2,083
813
(2,811)1,993
Less: net income attributable to noncontrolling interests

85

85
Net Income Attributable to Phillips 66$1,908
2,083
728
(2,811)1,908
      
Comprehensive Income$2,219
2,394
1,024
(3,333)2,304



 Millions of Dollars
 Nine Months Ended September 30, 2016
Statement of IncomePhillips 66
Phillips 66 Company
All Other Subsidiaries
Consolidating Adjustments
Total Consolidated
Revenues and Other Income     
Sales and other operating revenues$
42,199
18,683

60,882
Equity in earnings of affiliates1,574
1,406
268
(2,089)1,159
Net gain (loss) on dispositions
(11)20

9
Other income
34
25

59
Intercompany revenues
570
6,398
(6,968)
Total Revenues and Other Income1,574
44,198
25,394
(9,057)62,109
      
Costs and Expenses     
Purchased crude oil and products
33,844
17,047
(6,802)44,089
Operating expenses
2,477
628
(27)3,078
Selling, general and administrative expenses5
914
307
(8)1,218
Depreciation and amortization
609
254

863
Impairments
1
3

4
Taxes other than income taxes
4,131
6,348

10,479
Accretion on discounted liabilities
11
4

15
Interest and debt expense275
23
83
(131)250
Foreign currency transaction gains

(16)
(16)
Total Costs and Expenses280
42,010
24,658
(6,968)59,980
Income before income taxes1,294
2,188
736
(2,089)2,129
Provision (benefit) for income taxes(98)614
163

679
Net Income1,392
1,574
573
(2,089)1,450
Less: net income attributable to noncontrolling interests

58

58
Net Income Attributable to Phillips 66$1,392
1,574
515
(2,089)1,392
      
Comprehensive Income$1,253
1,435
398
(1,775)1,311



 Millions of Dollars
 September 30, 2017
Balance SheetPhillips 66
Phillips 66 Company
All Other Subsidiaries
Consolidating Adjustments
Total Consolidated
Assets     
Cash and cash equivalents$
308
1,239

1,547
Accounts and notes receivable10
4,596
4,584
(2,835)6,355
Inventories
3,174
1,281

4,455
Prepaid expenses and other current assets
435
143

578
Total Current Assets10
8,513
7,247
(2,835)12,935
Investments and long-term receivables30,418
22,699
9,195
(48,413)13,899
Net properties, plants and equipment
13,052
8,251

21,303
Goodwill
2,853
417

3,270
Intangibles
724
160

884
Other assets14
252
158
(3)421
Total Assets$30,442
48,093
25,428
(51,251)52,712
      
Liabilities and Equity     
Accounts payable$
6,828
3,278
(2,835)7,271
Short-term debt649
9
48

706
Accrued income and other taxes
373
528

901
Employee benefit obligations
419
63

482
Other accruals128
305
112

545
Total Current Liabilities777
7,934
4,029
(2,835)9,905
Long-term debt6,970
49
2,476

9,495
Asset retirement obligations and accrued environmental costs
462
167

629
Deferred income taxes
5,034
2,574
(3)7,605
Employee benefit obligations
593
284

877
Other liabilities and deferred credits143
3,994
4,064
(7,959)242
Total Liabilities7,890
18,066
13,594
(10,797)28,753
Common stock9,743
25,403
10,416
(35,819)9,743
Retained earnings13,493
5,308
249
(5,586)13,464
Accumulated other comprehensive loss(684)(684)(267)951
(684)
Noncontrolling interests

1,436

1,436
Total Liabilities and Equity$30,442
48,093
25,428
(51,251)52,712



 Millions of Dollars
 December 31, 2016
Balance SheetPhillips 66
Phillips 66 Company
All Other Subsidiaries
Consolidating Adjustments
Total Consolidated
Assets     
Cash and cash equivalents$
854
1,857

2,711
Accounts and notes receivable13
4,336
3,276
(1,228)6,397
Inventories
2,198
952

3,150
Prepaid expenses and other current assets2
317
103

422
Total Current Assets15
7,705
6,188
(1,228)12,680
Investments and long-term receivables31,165
22,733
8,588
(48,952)13,534
Net properties, plants and equipment
13,044
7,811

20,855
Goodwill
2,853
417

3,270
Intangibles
719
169

888
Other assets15
245
168
(2)426
Total Assets$31,195
47,299
23,341
(50,182)51,653
      
Liabilities and Equity     
Accounts payable$
5,626
2,663
(1,228)7,061
Short-term debt500
30
20

550
Accrued income and other taxes
348
457

805
Employee benefit obligations
475
52

527
Other accruals59
371
90

520
Total Current Liabilities559
6,850
3,282
(1,228)9,463
Long-term debt6,920
150
2,518

9,588
Asset retirement obligations and accrued environmental costs
501
154

655
Deferred income taxes
4,391
2,354
(2)6,743
Employee benefit obligations
948
268

1,216
Other liabilities and deferred credits1,297
3,337
4,060
(8,431)263
Total Liabilities8,776
16,177
12,636
(9,661)27,928
Common stock10,777
25,403
10,117
(35,520)10,777
Retained earnings12,637
6,714
(269)(6,474)12,608
Accumulated other comprehensive loss(995)(995)(478)1,473
(995)
Noncontrolling interests

1,335

1,335
Total Liabilities and Equity$31,195
47,299
23,341
(50,182)51,653



 Millions of Dollars
 Nine Months Ended September 30, 2017
Statement of Cash FlowsPhillips 66
Phillips 66 Company
All Other Subsidiaries
Consolidating Adjustments
Total Consolidated
Cash Flows From Operating Activities     
Net Cash Provided by Operating Activities$1,919
601
1,566
(2,369)1,717
      
Cash Flows From Investing Activities     
Capital expenditures and investments*
(842)(593)140
(1,295)
Proceeds from asset dispositions**
2
63

65
Intercompany lending activities93
1,655
(1,748)

Advances/loans—related parties
(9)

(9)
Collection of advances/loans—related parties
75
250

325
Restricted cash received from consolidation of business

318

318
Other
(73)(7)
(80)
Net Cash Provided by (Used in) Investing Activities93
808
(1,717)140
(676)
      
Cash Flows From Financing Activities     
Issuance of debt1,700

1,383

3,083
Repayment of debt(1,500)(16)(1,645)
(3,161)
Issuance of common stock23



23
Repurchase of common stock(1,127)


(1,127)
Dividends paid on common stock(1,042)(1,939)(430)2,369
(1,042)
Distributions to noncontrolling interests

(83)
(83)
Net proceeds from issuance of Phillips 66 Partners LP common units

171

171
Other*(66)
140
(140)(66)
Net Cash Used in Financing Activities(2,012)(1,955)(464)2,229
(2,202)
      
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash

(3)
(3)
      
Net Change in Cash, Cash Equivalents and Restricted Cash
(546)(618)
(1,164)
Cash, cash equivalents and restricted cash at beginning of period
854
1,857

2,711
Cash, Cash Equivalents and Restricted Cash at End of Period$
308
1,239

1,547
* Includes intercompany capital contributions.
** Includes return of investments in equity affiliates.


 Millions of Dollars
 Nine Months Ended September 30, 2016
Statement of Cash FlowsPhillips 66
Phillips 66 Company
All Other Subsidiaries
Consolidating Adjustments
Total Consolidated
Cash Flows From Operating Activities     
Net Cash Provided by Operating Activities$3,111
1,790
1,174
(3,779)2,296
      
Cash Flows From Investing Activities     
Capital expenditures and investments*
(1,025)(1,044)38
(2,031)
Proceeds from asset dispositions**

159

159
Intercompany lending activities(1,303)2,692
(1,389)

Advances/loans—related parties
(75)(191)
(266)
Collection of advances/loans—related parties

107

107
Other
30
(162)
(132)
Net Cash Provided by (Used in) Investing Activities(1,303)1,622
(2,520)38
(2,163)
      
Cash Flows From Financing Activities     
Issuance of debt

400

400
Repayment of debt
(21)(397)
(418)
Issuance of common stock14



14
Repurchase of common stock(812)


(812)
Dividends paid on common stock(954)(3,099)(680)3,779
(954)
Distributions to noncontrolling interests

(45)
(45)
Net proceeds from issuance of Phillips 66 Partners LP
common units


972

972
Other*(56)18
38
(38)(38)
Net Cash Provided by (Used in) Financing Activities(1,808)(3,102)288
3,741
(881)
      
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash

11

11
      
Net Change in Cash, Cash Equivalents and Restricted Cash
310
(1,047)
(737)
Cash, cash equivalents and restricted cash at beginning of period
575
2,499

3,074
Cash, Cash Equivalents and Restricted Cash at End of Period$
885
1,452

2,337
* Includes intercompany capital contributions.
** Includes return of investments in equity affiliates and working capital true-ups on dispositions.




Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Unless otherwise indicated, “the company,” “we,” “our,” “us” and “Phillips 66” are used in this report to refer to the businesses of Phillips 66 and its consolidated subsidiaries. Unless the context requires otherwise, references to “DCP Midstream” include the consolidated operations of DCP Midstream, LLC, including DCP Midstream, LP (formerly named DCP Midstream Partners, LP), the master limited partnership formed by DCP Midstream, LLC.


Management’s Discussion and Analysis is the company’s analysis of its financial performance, its financial condition, and significant trends that may affect future performance. It should be read in conjunction with the consolidated financial statements and notes included elsewhere in this report. It contains forward-looking statements including, without limitation, statements relating to the company’s plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions often identify forward-looking statements.statements, but the absence of these words does not mean a statement is not forward-looking. The company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.”


The terms “earnings” andor “loss” as used in Management’s Discussion and Analysis refer to net income (loss) attributable to Phillips 66. The terms “results,” “before-tax income” or “before-tax loss” as used in Management’s Discussion and Analysis refer to income (loss) before income taxes.




EXECUTIVE OVERVIEW AND BUSINESS ENVIRONMENT AND EXECUTIVE OVERVIEW


Phillips 66 is ana diversified energy manufacturing and logistics company with midstream, chemicals, refining, and marketing and specialties businesses. At September 30, 2017,March 31, 2022, we had total assets of $53$61 billion.Our common stock trades on the New York Stock Exchange under the symbol PSX.


Executive Overview
In the thirdfirst quarter of 2017,2022, we reported earnings of $823$582 million and generated cash from operating activities of $401 million. Cash from operations for the quarter reflected contributions to our employee benefit plans of $426 million.$1.1 billion. We used available cash to fund capital expenditures and investments of $367$370 million and pay dividends of $356 million and repurchase $461 millionofon our common stock.stock of $404 million. We ended the thirdfirst quarter of 20172022 with $1.5$3.3 billion of cash and cash equivalents and approximately $5.4$5.7 billion of total committed capacity available under our revolving credit facilities.


Business Environment
Crude oil prices were relatively flat inOur reported earnings for the thirdfirst quarter of 20172022, compared with the secondfirst quarter of 2017, but significantly higher compared with2021, reflect a recovery in global demand for refined petroleum products due to the thirdadministration of COVID-19 vaccines and the easing of pandemic restrictions that occurred throughout 2021, as well as recovery from effects of the winter storms that occurred in the first quarter of 2016. At2021. The increase in global demand and recent market disruptions resulting from the conflict between Russia and Ukraine resulted in the widening of market crack spreads. Consequently, margins and utilization for our Refining segment, sales volumes for our Marketing and Specialties (M&S) segment, and throughput volumes for our Transportation business have improved. In addition, equity earnings from our Chemicals segment increased due to higher sales volumes. However, as uncertainty remains regarding the impacts on the global economy of the lingering pandemic and the conflict between Russia and Ukraine, we will continue to be disciplined in our allocation of capital and monitor the performance of our portfolio.

In addition, we are progressing a multi-year business transformation focused on enterprise-wide opportunities to improve our cost structure. We are targeting a sustainable cost reduction of at least $700 million per year by the end of the third quarter, Hurricane Harveytransformation period. We will provide updates as the initiative progresses.

28

Phillips 66 Partners Merger
On March 9, 2022, we completed the previously announced merger between us and Hurricane Irma combined to drive price volatility by reducing production of crude oil, natural gas and refined products.Phillips 66 Partners LP (Phillips 66 Partners). The U.S. crude oil benchmark, West Texas Intermediate (WTI), stayed relatively flat, moving from an average of $48.24 per barrelmerger resulted in the second quarteracquisition of 2017 to $48.16 per barrelall limited partnership interests in Phillips 66 Partners not already owned by us. Upon closing, Phillips 66 Partners became a wholly owned subsidiary of Phillips 66 and its common units are no longer publicly traded. See Note 18—Phillips 66 Partners LP, in the third quarter of 2017. The WTI discountNotes to the international benchmark, Brent, expanded from the second quarter of 2017 average of $1.59 per barrel to $3.92 per barrel in the third quarter of 2017, driven by refinery and transportation and storage system outagesConsolidated Financial Statements, for additional information on the U.S. Gulf Coast, as well as Organizationmerger transaction.

CEO Transition
On April 12, 2022, Greg C. Garland, Chairman of the Petroleum Exporting Countries (OPEC) production cuts.  The continual low-commodity-price environment, alongBoard and Chief Executive Officer of Phillips 66 announced his intention to retire from his position as Chief Executive Officer effective July 1, 2022. Mr. Garland will continue to serve as Executive Chairman of the Board with the weather-related supply disruptions, had both favorablean expected retirement date from this position in 2024. Mark E. Lashier will become President and unfavorable impacts on our businesses that vary by segment.Chief Executive Officer effective July 1, 2022.


Earnings in the
Business Environment
The Midstream segment which includes our 50 percentTransportation and NGL businesses. Our Transportation business contains fee-based operations not directly exposed to commodity price risk. Our NGL business contains both fee-based operations and operations directly impacted by NGL prices. The Midstream segment also includes our 50% equity investment in DCP Midstream, LLC (DCP Midstream), are closely linked to natural gas liquids (NGL) prices, natural gas prices and crude oil prices. Higher. During the first quarter of 2022, NGL prices in the third quarter of 2017, compared with both the second quarter of 2017 and third quarter of 2016, resulted from lower inventories due to higher export volumes. Average natural gas prices improved in the third quarter of 2017increased significantly, compared with the thirdfirst quarter of 2016, benefiting from lower inventory,2021, due to strong demand and decreased compared with the second quarter of 2017.increased crude oil and natural gas prices.


The Chemicals segment consists of our 50 percent50% equity investment in Chevron Phillips Chemical Company LLC (CPChem). The chemicals and plastics industry is mainly a commodity-based industry where the margins for key products are based on supply and demand, as well as cost factors. The petrochemicals industry continues to experience lower ethylene cash costs in regions ofDuring the world where ethylene feedstocks are based on NGL rather than crude-oil-derived feedstocks. In particular, companies with North American light NGL-based crackers have benefited from lower-priced feedstocks, primarily ethane. Due to weather-related issues, a number of crackers were offline or running at reduced rates during the quarter. The ethylene-to-polyethylene chain margins in the thirdfirst quarter of 2017 declined2022, the benchmark high-density polyethylene chain margin decreased, compared with the secondfirst quarter of 2017 and the third quarter of 20162021. This decrease was mainly due to higher NGL feedstock costs.cost.


The results of ourOur Refining segment results are driven by several factors, including refining margins, cost control,market crack spreads, refinery throughput, feedstock costs, product yields, turnaround activity, and turnaround activity. Industryother operating costs. The price of U.S. benchmark crude oil, West Texas Intermediate (WTI) at Cushing, Oklahoma, increased to an average of $94.49 per barrel during the first quarter of 2022, compared with an average of $57.84 per barrel in the first quarter of 2021. Market crack spreadspreads are used as indicators of refining margins and measure the difference between market prices for refined petroleum products and crude oil, are usedoil. Worldwide market crack spreads increased to estimate refining margins.an average of $21.93 per barrel during the first quarter of 2022, compared with an average of $13.23 per barrel in the first quarter of 2021. The U.S. Gulf Coast 3:2:1 crack spread (three barrels ofincreases in crude oil producing two barrels of gasolineprices and one barrel of diesel) rose significantlymarket crack spreads were mainly driven by tight supply due to a significant increase in demand for refined petroleum products as economic activities continue to recover as the third quarter of 2017, compared withCOVID-19 pandemic recedes, as well as market disruptions from the second quarter of 2017conflict between Russia and third quarter of 2016, due primarily to weather-related disruptions.Ukraine.


Results for our Marketing and Specialties (M&S)M&S segment depend largely on marketing fuel margins,and lubricant margins, and sales volumes of our refined petroleum and other specialty product margins.products. While M&Smarketing fuel and lubricant margins are primarily driven by market factors, largely determined by the relationship between supply and demand, marketing fuel margins, in particular, are influenced by the trendtrends in spot prices, and where applicable, retail prices for refined products. Generally speaking,petroleum products in the regions and countries where we operate. In general, a downward trend of spot prices has a favorable impact on marketing fuel margins, while an upward trend of spot prices has an unfavorable impact on marketing fuel margins. Demand for refined petroleum products has improved in the first quarter of 2022, compared with the first quarter of 2021, as economic activities continue to recover as the COVID-19 pandemic recedes.

29


RESULTS OF OPERATIONS


Unless otherwise indicated, discussion of results for the three- and nine-month periodsthree months ended September 30, 2017,March 31, 2022, is based on a comparison with the corresponding periodsperiod of 2016.2021.



Consolidated Results

A summary of income (loss) before income taxes by business segment with a reconciliation to net income (loss) attributable to Phillips 66 by business segment follows:


 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Midstream$242 76 
Chemicals396 154 
Refining123 (1,040)
Marketing and Specialties316 290 
Corporate and Other(249)(251)
Income (loss) before income taxes828 (771)
Income tax expense (benefit)171 (132)
Net income (loss)657 (639)
Less: net income attributable to noncontrolling interests75 15 
Net income (loss) attributable to Phillips 66$582 (654)
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
      
Midstream$85
75
 221
179
Chemicals121
101
 498
447
Refining550
177
 1,033
412
Marketing and Specialties208
267
 563
701
Corporate and Other(141)(109) (407)(347)
Net income attributable to Phillips 66$823
511
 1,908
1,392




Earnings forOur net income attributable to Phillips 66 increased $312 million, or 61 percent, in the thirdfirst quarter of 2017, mainly reflecting:2022 was $582 million, compared with a net loss attributable to Phillips 66 of $654 million in the first quarter of 2021. The improvement was primarily due to:


HigherImproved realized refining margins.
Improved
Higher equity earnings from equity affiliatesCPChem.

Lower impairments in ourthe Midstream segment.
Lower refining turnaround costs.


These increasesimprovements were partially offset by:

Increased costs due to Hurricane Harvey.
Lower realized marketing margins.
Higher interest and debt expense.

Earnings for Phillips 66 increased $516 million, or 37 percent,by an unrealized decrease in the nine-month periodfair value of 2017, mainly reflecting:our investment in NOVONIX Limited (NOVONIX), which we acquired in September 2021, as well as the recognition of income tax expense in the first quarter of 2022, compared with an income tax benefit in the first quarter of 2021.

Higher realized refining margins.
Recognition of a $261 million after-tax gain from the consolidation of Merey Sweeny, L.P. (MSLP).
Improved earnings from equity affiliates in our Midstream and Chemicals segments.

These increases were partially offset by:

Higher refining turnaround costs.
Lower realized marketing margins.
Higher interest and debt expense.


See the “Segment Results” section for additional information on our segment results.performance and Note 17—Income Taxes, in the Notes to Consolidated Financial Statements, for additional information on income taxes.

30


Statement of IncomeOperations Analysis


Sales and other operating revenues for the third quarter and nine-month period of 2017 both increased 19 percent and purchased crude oil and products both increased 22 percent and 26 percent, respectively.67% in the first quarter of 2022. These increases were mainly due to higher prices for refined petroleum products, crude oil and NGL.NGL, as well as increased sales volumes.


Equity in earnings of affiliates increased 36 percent$400 million in the thirdfirst quarter and 17 percent in the nine-month period of 2017. These increases were mainly2022. The increase was primarily due to increasedhigher equity earnings from CPChem mainly driven by improved margins and higher sales volumes and WRB Refining LP (WRB), driven by higher resulting from improved realized refining margins and improved earnings from equity affiliateshigher refinery production. See Chemicals segment analysis in our Midstream segment. Additionally, during the nine-month period of 2017, higher earnings from our investment in CPChem contributed to the increase. See the “Segment Results” section for additional information on Midstream and Chemicals earnings from equity affiliates.CPChem.


Other income increased $460 million in the nine-month period of 2017. We recognized a noncash, pre-tax gain of $423 (loss) decreased $158 million in the first quarter of 20172022. The decrease was primarily due to an unrealized investment loss of $169 million related to the consolidationdecrease in NOVONIX’s stock price during the first quarter of MSLP.2022. We acquired this investment in September 2021. See Note 5—Business Combinations,Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements, for additional information.information regarding our investment in NOVONIX.


Operating expenses increased 7 percentImpairments decreased $198 million in the thirdfirst quarter and 15 percentof 2022 due to a before-tax impairment of $198 million recorded in the nine-month periodfirst quarter of 2017. These increases were mainly due to higher environmental expenses, transportation costs, hurricane-related costs and costs2021 related to our employee benefit plans. InPhillips 66 Partners’ decision to exit the third quarter, these increases were partially offset by lower refining turnaround costs. Additionally, higher refining turnaround costs contributed to the increase in operating costs during the nine-month period of 2017.Liberty Pipeline project. See Note 15—Employee Benefit Plans,5—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements, for more information.additional information regarding this impairment.


Depreciation and amortization increased 15 percent in the third quarter and 13 percent in the nine-month periodWe had income tax expense of 2017, reflecting higher depreciation from the Freeport LPG Export Terminal, which began operations in late 2016, and an increase in properties, plants and equipment.

Taxes other than income taxes decreased 5 percent in the nine-month period of 2017. This decrease was mainly attributable to lower excise taxes from our U.K. operations as a result of the sale of the Whitegate Refinery and related marketing assets in September 2016.
Interest and debt expense increased 38 percent in the third quarter and 30 percent in the nine-month period of 2017. These increases were mainly due to higher average debt principal balances and lower capitalized interest due to the Freeport LPG Export Terminal beginning operations in late 2016. These increases were partially offset by lower interest rates on debt issued in April 2017 to repay $1,500 million of 2.95% Senior Notes that came due in the second quarter of 2017.

Net income attributable to noncontrolling interest increased $27$171 million in the nine-month periodfirst quarter of 2017, reflecting2022, compared with an income tax benefit of $132 million in the contributionfirst quarter of assets to Phillips 66 Partners during 2016.

2021. See Note 20—17—Income Taxes, in the Notes to Consolidated Financial Statements, for information regarding our provision foreffective income taxes and effective tax rates.



Net income attributable to noncontrolling interests increased $60 million in the first quarter of 2022. The increase was primarily driven by the allocation of a portion of the before-tax impairment recorded in the first quarter of 2021 related to the Liberty Pipeline project to the noncontrolling interest owners of Phillips 66 Partners.

31

Segment Results


Midstream


 Three Months Ended
March 31
 2022 2021 
Millions of Dollars
Income (Loss) Before Income Taxes
Transportation$278 
NGL and Other91 35 
DCP Midstream31 34 
NOVONIX(158)— 
Total Midstream$242 76 
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
 Millions of Dollars
Net Income (Loss) Attributable to Phillips 66     
Transportation$97
63
 204
200
NGL(13)3
 (14)(25)
DCP Midstream1
9
 31
4
Total Midstream$85
75
 221
179


Thousands of Barrels Daily Thousands of��Barrels Daily
Transportation Volumes   Transportation Volumes
Pipelines*3,447
3,495
 3,449
3,540
Pipelines*3,099 2,801 
Terminals2,675
2,417
 2,552
2,356
Terminals2,900 2,675 
Operating Statistics   Operating Statistics
NGL fractionated**177
173
 176
170
NGL fractionated**452 363 
NGL extracted***378
403
 362
400
NGL production***NGL production***400 356 
* Pipelines represent the sum of volumes transported through each separately tariffed consolidated pipeline segment, including our share of equity volumes from Yellowstone Pipe Line Company and Lake Charles Pipe Line Company.segment.
** Excludes DCP Midstream.
*** Includes 100 percent100% of DCP Midstream’s volumes.


Dollars Per Gallon
Market Indicator
Weighted-Average NGL Price*$1.10 0.69 
* Based on index prices from the Mont Belvieu market hub, which are weighted by NGL component mix.
 Dollars Per Gallon
Weighted-Average NGL Price*     
DCP Midstream$0.62
0.45
 0.59
0.43
* Based on index prices from the Mont Belvieu and Conway market hubs that are weighted by NGL component and location mix.




The Midstream segment gathers, processes, transportsprovides crude oil and marketsrefined petroleum product transportation, terminaling and processing services, as well as natural gas;gas and transports, stores, fractionatesNGL transportation, storage, fractionation, processing and markets NGLmarketing services, mainly in the United States. In addition, this segment transports crude oil and other feedstocks to our refineries and other locations, delivers refined and specialty products to market, and provides terminaling and storage services for crude oil and petroleum products. The segment also stores, refrigerates, and exports liquefied petroleum gas primarily to Asia. The MidstreamThis segment includes our master limited partnership, Phillips 66 Partners LP, as well as our 50 percent50% equity investment in DCP Midstream.Midstream, which includes the operations of DCP Midstream, LP (DCP Partners), its master limited partnership, and our 16% investment in NOVONIX.


EarningsResults from theour Midstream segment increased $10$166 million in the thirdfirst quarter and $42of 2022.

Results from our Transportation business increased $271 million in the nine-month periodfirst quarter of 2017.

Transportation earnings increased $342022. The increase was primarily due to a before-tax impairment of $198 million recorded in the thirdfirst quarter of 2017. The improved earnings were mainly driven by a full quarter of operations of the Bakken Pipeline, which commenced commercial operations on June 1, 2017, as well as our share of a settlement payment received by Rockies Express Pipeline LLC (REX) in connection with a breach of contract claim. These items were partially offset by higher earnings attributable to noncontrolling interests, reflecting the impact of transportation asset contributions2021 related to Phillips 66 Partners in October 2016. Transportation earningsPartners’ decision to exit the Liberty Pipeline project, and higher results from both our equity affiliates and wholly owned assets due to increased $4 million in the nine-month period of 2017, as the Bakken Pipeline and REX Pipeline items noted above were mostly offset by higher earnings attributable to noncontrolling interests and increased maintenance costs.volumes.



Results from our NGL and Other business were $16increased $56 million lower in the thirdfirst quarter of 2017,2022. This increase was primarily due to higher depreciationimproved results from Fracs 1, 2, and 3 at the Sweeny Hub and revenues from the startupstart-up of the Freeport LPG Export TerminalC2G pipeline in late 2016December 2021. Improved results from the Sweeny Fracs reflect recovery from the impacts of the winter storms that occurred in February 2021, which caused lower run rates and developmenthigher operating expenses associated with new capital projects. NGL results improved $11 million in the nine-month periodfirst quarter of 2017. The improved results reflect the Freeport LPG Export Terminal startup in late 2016, as well as improved NGL margins. These items were partially offset by higher earnings attributable to noncontrolling interests, as a result of asset contributions to Phillips 66 Partners.2021.


EarningsResults from our investment in DCP Midstream decreased $8$3 million in the thirdfirst quarter of 2017, primarily reflecting the impact2022.

32

Table of higher asset impairments in the 2017 period and a gain on an asset sale in the 2016 period. In addition, lower volumes and margins, including the impactContents
The fair value of DCP Midstream’s hedging program, contributed to the decrease in earnings. Earnings from our investment in DCP Midstream increased $27NOVONIX decreased by $158 million in the nine-month periodfirst quarter of 2017, as higher margins more than offset the impact of lower volumes and the impairments and gain on sale noted above.

Effective January 1, 2017, DCP Midstream, LLC and its master limited partnership (then named DCP Midstream Partners, LP, subsequently renamed DCP Midstream, LP on January 11, 2017, and referred to herein as DCP Partners) closed a transaction in which DCP Midstream, LLC contributed subsidiaries owning all of its operating assets and its existing debt to DCP Partners, in exchange for approximately 31.1 million DCP Partners units. Following the transaction, we and our co-venturer retained our 50/502022. We acquired this investment in DCP Midstream, LLCSeptember 2021.

See Note 5—Investments, Loans and DCP Midstream, LLC retained its incentive distribution rightsLong-Term Receivables, in DCP Partners, through its ownership of the general partner of DCP Partners, and held a 38 percent interest in DCP Partners. See the “Equity Affiliates” section of “Significant Sources of Capital” in “Management’s Discussion and Analysis ofNotes to Consolidated Financial Condition and Results of Operations”Statements, for additional information on this transaction.regarding the Liberty Pipeline project impairment and our investment in NOVONIX.


See the “Business Environment“Executive Overview and Executive Overview”Business Environment” section for information on market factors impacting this quarter’s results.





33

Table of Contents
Chemicals


 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
 Millions of Dollars
      
Net Income Attributable to Phillips 66$121
101
 498
447
 Three Months Ended
March 31
 2022 2021 
Millions of Dollars
Income Before Income Taxes$396 154 
 
 Millions of Pounds
CPChem Externally Marketed Sales Volumes*
Olefins and Polyolefins5,065 4,570 
Specialties, Aromatics and Styrenics1,174 981 
6,239 5,551 
* Represents 100% of CPChem’s outside sales of produced petrochemical products, as well as commission sales from equity affiliates.
 Millions of Pounds
CPChem Externally Marketed Sales Volumes*     
Olefins and Polyolefins (O&P)3,842
4,155
 11,995
12,296
Specialties, Aromatics and Styrenics (SA&S)1,095
1,284
 3,476
3,750
 4,937
5,439
 15,471
16,046
* Includes 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)99 %79 

Olefins and Polyolefins Capacity Utilization (percent)*83%93 9093
* Revised to exclude polyethylene pipe operations. Prior periods recast for comparability.



The Chemicals segment consists of our 50 percent50% interest in CPChem, which we account for under the equity method. CPChem uses NGL and other feedstocks to produce petrochemicals. These products are then marketed and sold or used as feedstocks to produce plastics and other chemicals. We structure our reporting of CPChem’s operations around two primary business lines: Olefins and Polyolefins (O&P) and Specialties, Aromatics and Styrenics (SA&S).


EarningsResults from the Chemicals segment increased $20$242 million in the third quarter and $51 million in the nine-month period of 2017. The increase in both 2017 periods primarily reflects the absence of an impairment of $177 million due to lower demand and margin factors affecting an equity investment affiliate, which resulted in an $89 million after-tax reduction in our equity earnings from CPChem in the third quarter and nine-month period of 2016.  This increase was partially offset in both 2017 periods by lower margins and hurricane-related costs.  In addition, the nine-month period of 2017 benefited from a gain CPChem recognized on the sale of its K-Resin® SBC business in the first quarter of 2017,2022. The increase was primarily due to improved O&P margins reflecting strong demand and higher outside sales volumes.

As a result of Hurricane Harvey, CPChem’s Cedar Bayou facility in Baytown, Texas, experienced severe flooding, which caused it to shut down operations in the third quarter of 2017. We expect the units at this facility to resume operations, in stages, beginning in November and completing in December 2017. CPChem’s U.S. Gulf Coast Petrochemicals Project, which consists of a world-scale ethane cracker at Cedar Bayou and two polyethylene units at Old Ocean, Texas, was also impacted by the flooding. As a result, we expect construction on the ethane cracker to be completed and commissioning to beginResults in the first quarter of 2018.2021 were negatively impacted by the winter storms that occurred in the Central and Gulf Coast regions.


See the “Business Environment“Executive Overview and Executive Overview”Business Environment” section for information on market factors impacting this quarter’s results.

34



Table of Contents


Refining
 Three Months Ended
March 31
 2022 2021 
Millions of Dollars
Income (Loss) Before Income Taxes
Atlantic Basin/Europe$143 (153)
Gulf Coast4 (253)
Central Corridor(135)(248)
West Coast111 (386)
Worldwide$123 (1,040)
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
Net Income Attributable to Phillips 66     
Atlantic Basin/Europe$171
5
 228
41
Gulf Coast67
30
 448
103
Central Corridor197
142
 286
217
West Coast115

 71
51
Worldwide$550
177
 1,033
412


Dollars Per Barrel
Income (Loss) Before Income Taxes
Atlantic Basin/Europe$2.98 (3.57)
Gulf Coast0.08 (4.64)
Central Corridor(5.70)(12.55)
West Coast3.84 (14.89)
Worldwide0.81 (7.27)
Realized Refining Margins*
Atlantic Basin/Europe$11.71 4.86 
Gulf Coast7.71 3.39 
Central Corridor7.89 5.97 
West Coast17.68 3.33 
Worldwide10.55 4.36 

The following table presents our realized refining margin per barrel. Realized refining margins* See the “Non-GAAP Reconciliations” section for a reconciliation of this non-GAAP measure to the difference between a) sales and other operating revenues derived from the sale of petroleum products manufactured at our refineries and b) purchase costs of feedstocks, primarily crude oil, used to produce the petroleum products. The margins are adjusted to include our proportional share of our joint venture refineries’ realized margins, as calculated above, as well as to exclude those items that are not representative of the underlying operating performance of a period, which we call “special items.” The realized refining margins are converted to a per-barrel basis by dividing them by total refinery processed inputs (primarily crude oil) measured on a barrel basis, including our share of inputs processed by our joint venture refineries. Our realized refining margin per barrel is intended to bemost directly comparable with industry refining margins, which are known as “crack spreads.” As discussed in “Business Environment,” industry crack spreads measure the difference between market prices for refined petroleum products and crude oil. Realized refining margin per barrel calculated on a similar basis as industry crack spreads provides a useful measure of how well we performed relative to benchmark industry margins.

Under theunder generally accepted accounting principles generally accepted in the United States (GAAP), the performance measure most directly comparable to refining marginincome (loss) before income taxes per barrel is the Refining segment’s “net income attributable to Phillips 66 per barrel.” Refining margin per barrel excludes items that are typically included in a manufacturer’s gross margin, such as depreciation and operating expenses, and other items used to determine net income, such as general and administrative expenses and income taxes. It also includes our proportional share
35

Table of joint venture refineries’ realized margins and excludes special items. Because refining margin per barrel is calculated in this manner, and because refining margin per barrel may be defined differently by other companies in our industry, it has limitations as an analytical tool. See the “Non-GAAP Reconciliations” section below for reconciliations of net income attributable to Phillips 66 to realized refining margins.

Thousands of Barrels Daily
Dollars Per Barrel Three Months Ended
March 31
Three Months Ended
September 30
 Nine Months Ended
September 30
2017
2016
 2017
2016
Net Income Attributable to Phillips 66    
Operating StatisticsOperating Statistics20222021 
Refining operations*Refining operations*
Atlantic Basin/Europe$3.27
0.09
 1.58
0.24
Atlantic Basin/Europe
Gulf Coast0.95
0.42
 2.14
0.49
Crude oil capacityCrude oil capacity537 537 
Crude oil processedCrude oil processed503 438 
Capacity utilization (percent)Capacity utilization (percent)94 %82 
Refinery productionRefinery production538 482 
Gulf Coast**Gulf Coast**
Crude oil capacityCrude oil capacity529 784 
Crude oil processedCrude oil processed497 553 
Capacity utilization (percent)Capacity utilization (percent)94 %71 
Refinery productionRefinery production590 603 
Central Corridor8.37
5.92
 4.06
2.98
Central Corridor
Crude oil capacityCrude oil capacity531 531 
Crude oil processedCrude oil processed453 384 
Capacity utilization (percent)Capacity utilization (percent)85 %72 
Refinery productionRefinery production474 398 
West Coast3.14

 0.71
0.51
West Coast
Crude oil capacityCrude oil capacity364 364 
Crude oil processedCrude oil processed294 268 
Capacity utilization (percent)Capacity utilization (percent)81 %74 
Refinery productionRefinery production321 288 
Worldwide3.01
0.96
 1.97
0.74
Worldwide
    
Realized Refining Margins    
Atlantic Basin/Europe$10.02
5.04
 8.22
5.66
Gulf Coast7.26
5.47
 7.33
5.78
Central Corridor14.04
11.18
 11.55
9.10
West Coast12.95
9.07
 11.37
9.91
Worldwide10.49
7.23
 9.19
7.16
Crude oil capacityCrude oil capacity1,961 2,216 
Crude oil processedCrude oil processed1,747 1,643 
Capacity utilization (percent)Capacity utilization (percent)89 %74 
Refinery productionRefinery production1,923 1,771 
* Includes our share of equity affiliates. * Includes our share of equity affiliates.
** Excludes operating statistics of the Alliance Refinery beginning on October 1, 2021.** Excludes operating statistics of the Alliance Refinery beginning on October 1, 2021.


 Thousands of Barrels Daily
 Three Months Ended
September 30
 Nine Months Ended
September 30
Operating Statistics2017
2016
 2017
2016
Refining operations*     
Atlantic Basin/Europe     
Crude oil capacity520
571
 520
582
Crude oil processed536
573
 479
581
Capacity utilization (percent)103%100
 92
100
Refinery production574
611
 536
617
Gulf Coast   

Crude oil capacity743
743
 743
743
Crude oil processed694
701
 692
706
Capacity utilization (percent)93%94
 93
95
Refinery production771
776
 774
783
Central Corridor   

Crude oil capacity493
493
 493
493
Crude oil processed480
487
 472
486
Capacity utilization (percent)97%99
 96
99
Refinery production503
510
 493
508
West Coast   

Crude oil capacity360
360
 360
360
Crude oil processed368
344
 338
339
Capacity utilization (percent)102%96
 94
94
Refinery production398
374
 364
365
Worldwide   

Crude oil capacity2,116
2,167
 2,116
2,178
Crude oil processed2,078
2,105
 1,981
2,112
Capacity utilization (percent)98%97
 94
97
Refinery production2,246
2,271
 2,167
2,273
* Includes our share of equity affiliates.     



The Refining segment purchases, sells and refines crude oil and other feedstocks into petroleum products, (suchsuch as gasoline, distillates and aviation fuels)fuels, at 1312 refineries mainly in the United States and Europe. In the fourth quarter of 2021, we shut down our Alliance Refinery and are in the process of converting it into a terminal.


Earnings for theResults from our Refining segment increased $373$1,163 million in the thirdfirst quarter of 2017. The increase was2022, primarily due to higher realized refining margins. The improved realized refining margins resulting from improvedwere mainly attributable to increased market crack spreads, andpartially offset by decreased secondary product margins partially offset byand lower feedstock advantage and clean product differentials. Lower turnaround costs also contributed to the increase in earnings.


Earnings for the Refining segment increased $621 millionOur worldwide refining crude oil capacity utilization rate was 89% in the nine-month periodfirst quarter of 2017.2022, compared with 74% in the first quarter of 2021. The increase was primarily driven by improved market demand for refined petroleum products following the administration of COVID-19 vaccines and the easing of pandemic restrictions, as well as less unplanned downtime caused by the winter storms that occurred in earnings was mainly due to higher realized refining margins and a gain recognized on the consolidation of MSLP. These increases were partially offset by higher turnaround costs. See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements, for additional information on the consolidation of MSLP.February 2021.


See the “Business Environment“Executive Overview and Executive Overview”Business Environment” section for information on market factors impacting this quarter’s results.


Our worldwide refining crude oil capacity utilization rate was 98 percent and 94 percent in the third quarter and nine-month period of 2017, respectively, compared with 97 percent in both the third quarter and nine-month period of 2016. The increase in the third quarter of 2017 was primarily attributable to improved market conditions, partially offset by hurricane-related downtime. The decrease in the nine-month period of 2017 was primarily due to higher turnaround activities in 2017 as compared with 2016.
36

Non-GAAP Reconciliations
 Millions of Dollars, Except as Indicated
Realized Refining MarginsAtlantic Basin/Europe
Gulf Coast
Central Corridor
West Coast
Worldwide
      
Three Months Ended September 30, 2017     
Net income attributable to Phillips 66$171
67
197
115
550
Plus (Less):     
Provision for income taxes76
42
120
75
313
Taxes other than income taxes14
24
9

47
Depreciation, amortization and impairments47
68
32
58
205
Selling, general and administrative expenses16
14
8
12
50
Operating expenses185
298
123
212
818
Equity in (earnings) losses of affiliates3
(1)(146)
(144)
Other segment (income) expense, net(2)
8
2
8
Proportional share of refining gross margins contributed by equity affiliates15

290

305
Realized refining margins$525
512
641
474
2,152
      
Total processed inputs (thousands of barrels)
52,306
70,544
23,525
36,635
183,010
Adjusted total processed inputs (thousands of barrels)*
52,306
70,544
45,733
36,635
205,218
      
Net income attributable to Phillips 66 per barrel (dollars per barrel)**
$3.27
0.95
8.37
3.14
3.01
Realized refining margins (dollars per barrel)***
10.02
7.26
14.04
12.95
10.49
      
Three Months Ended September 30, 2016     
Net income attributable to Phillips 66$5
30
142

177
Plus (Less):     
Provision (benefit) for income taxes(1)21
78
(1)97
Taxes other than income taxes13
12
7
20
52
Depreciation, amortization and impairments46
58
26
58
188
Selling, general and administrative expenses16
14
8
12
50
Operating expenses199
330
118
221
868
Equity in (earnings) losses of affiliates2
(8)(62)
(68)
Other segment (income) expense, net(12)
2

(10)
Proportional share of refining gross margins contributed by equity affiliates14
1
199

214
Special items:    
Pending claims and settlements
(70)

(70)
Realized refining margins$282
388
518
310
1,498
     
Total processed inputs (thousands of barrels)
55,854
70,814
23,977
34,251
184,896
Adjusted total processed inputs (thousands of barrels)*
55,854
70,814
46,420
34,251
207,339
      
Net income attributable to Phillips 66 per barrel (dollars per barrel)**
$0.09
0.42
5.92

0.96
Realized refining margins (dollars per barrel)***
5.04
5.47
11.18
9.07
7.23
    * Adjusted total processed inputs include our proportional share of processed inputs of equity affiliates.
  ** Net income attributable to Phillips 66 divided by total processed inputs.
*** Realized refining margins per barrel, as presented, are calculated using the underlying realized refining margin amounts, in dollars, divided by adjusted total processed inputs, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts due to rounding.


 Millions of Dollars, Except as Indicated
Realized Refining MarginsAtlantic Basin/Europe
Gulf Coast
Central Corridor
West Coast
Worldwide
      
Nine Months Ended September 30, 2017     
Net income attributable to Phillips 66$228
448
286
71
1,033
Plus (Less):     
Provision for income taxes41
268
170
48
527
Taxes other than income taxes43
74
36
41
194
Depreciation, amortization and impairments143
203
96
183
625
Selling, general and administrative expenses45
40
24
35
144
Operating expenses640
930
442
747
2,759
Equity in (earnings) losses of affiliates9
(6)(163)
(160)
Other segment (income) expense, net(8)(421)14
4
(411)
Proportional share of refining gross margins contributed by equity affiliates45
1
634

680
Realized refining margins$1,186
1,537
1,539
1,129
5,391
      
Total processed inputs (thousands of barrels)
144,171
209,738
70,503
99,353
523,765
Adjusted total processed inputs (thousands of barrels)*
144,171
209,738
133,372
99,353
586,634
      
Net income attributable to Phillips 66 per barrel (dollars per barrel)**
$1.58
2.14
4.06
0.71
1.97
Realized refining margins (dollars per barrel)***
8.22
7.33
11.55
11.37
9.19
Table of Contents
Nine Months Ended September 30, 2016     
Net income attributable to Phillips 66$41
103
217
51
412
Plus (Less):     
Provision (benefit) for income taxes(20)62
131
23
196
Taxes other than income taxes45
56
32
61
194
Depreciation, amortization and impairments147
173
78
172
570
Selling, general and administrative expenses47
36
23
35
141
Operating expenses627
905
336
650
2,518
Equity in (earnings) losses of affiliates6
(33)(112)
(139)
Other segment (income) expense, net(15)1
(1)(4)(19)
Proportional share of refining gross margins contributed by equity affiliates45
(5)550

590
Special items:     
Pending claims and settlements
(70)

(70)
Recognition of deferred logistics commitments30



30
Realized refining margins$953
1,228
1,254
988
4,423
      
Total processed inputs (thousands of barrels)
168,086
212,287
72,838
99,920
553,131
Adjusted total processed inputs (thousands of barrels)*
168,086
212,287
137,833
99,920
618,126
      
Net income attributable to Phillips 66 per barrel (dollars per barrel)**
$0.24
0.49
2.98
0.51
0.74
Realized refining margins (dollars per barrel)***
5.66
5.78
9.10
9.91
7.16
    * Adjusted total processed inputs include our proportional share of processed inputs of equity affiliates.
  ** Net income attributable to Phillips 66 divided by total processed inputs.
*** Realized refining margins per barrel, as presented, are calculated using the underlying realized refining margin amounts, in dollars, divided by adjusted total processed inputs, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts due to rounding.

Marketing and Specialties


 Three Months Ended
March 31
2022 2021 
Millions of Dollars
Income Before Income Taxes
Marketing and Other$203 211 
Specialties113 79 
Total Marketing and Specialties$316 290 
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
Net Income Attributable to Phillips 66     
Marketing and Other$160
228
 465
589
Specialties48
39
 98
112
Total Marketing and Specialties$208
267
 563
701


 Dollars Per Barrel
Income Before Income Taxes
U.S.$1.13 1.36 
International0.92 2.24 
Realized Marketing Fuel Margins*
U.S.$1.59 1.94 
International2.30 4.01 

The following table presents our realized marketing fuel margin per barrel. Realized marketing fuel margins measure the difference between a) sales and other operating revenues derived from the sale of fuels in our Marketing and Specialties segment and b) purchase costs of those fuels. These margins are converted to a per-barrel basis by dividing them by sales volumes measured on a barrel basis. Marketing fuel margin per barrel demonstrates the value uplift our marketing operations provide by optimizing the placement and ultimate sale of our refineries’ fuel production.
Within the Marketing and Specialties segment, the GAAP performance measure most directly comparable to marketing fuel margin per barrel is the marketing business’ “net income attributable to Phillips 66 per barrel.” Marketing fuel margin per barrel excludes items that are typically included in gross margin, such as depreciation and operating expenses, and other items used to determine net income, such as general and administrative expenses and income taxes. Because marketing fuel margin per barrel excludes these items, and because marketing fuel margin per barrel may be defined differently by other companies in our industry, it has limitations as an analytical tool.* See the “Non-GAAP Reconciliations” section below for reconciliationsa reconciliation of netthis non-GAAP measure to the most directly comparable GAAP measure, income attributable to Phillips 66 to realized marketing fuel margins.before income taxes per barrel.


Dollars Per Gallon
U.S. Average Wholesale Prices*
Gasoline$3.05 2.01 
Distillates3.25 1.98 
* On third-party branded petroleum product sales, excluding excise taxes.
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
 Dollars Per Barrel
Net Income Attributable to Phillips 66     
U.S.$0.65
0.86
 0.64
0.83
International1.79
2.77
 1.90
2.01
      
Realized Marketing Fuel Margins     
U.S.$1.63
1.88
 1.62
1.83
International4.45
5.19
 4.37
4.16


Thousands of Barrels Daily
Marketing Petroleum Products Sales Volumes
Gasoline1,129 1,023 
Distillates1,011 818 
Other17 18 
Total2,157 1,859 

 Dollars Per Gallon
U.S. Average Wholesale Prices*     
Gasoline$1.89
1.69
 1.85
1.60
Distillates1.85
1.60
 1.77
1.43
* On third-party branded petroleum product sales, excluding excise taxes.     


 Thousands of Barrels Daily
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
Marketing Petroleum Products Sales Volumes     
Gasoline1,272
1,247
 1,235
1,228
Distillates946
969
 898
949
Other products18
17
 17
17
Total2,236
2,233
 2,150
2,194



The M&S segment purchases for resale and markets refined petroleum products, (suchsuch as gasoline, distillates and aviation fuels),fuels, mainly in the United States and Europe. In addition, this segment includes the manufacturing and marketing of specialty products, (suchsuch as base oils and lubricants), as well as power generation operations.lubricants.


TheBefore-tax income from the M&S segment earnings decreased $59increased $26 million in the thirdfirst quarter of 2022, primarily driven by higher results from our lubricants business reflecting increased finished lubricant and $138 million in the nine-month period of 2017. The decreasesExcel Paralubes base oil margins, higher marketing sales volumes and improved results from our chartered marine vessel and other businesses. These increases were partially offset by lower marketing fuel margins primarily due to lower realized marketing margins. In addition,spot prices increasing more significantly in the nine-month period results reflected lower equity earnings due to increased turnaround activities and unplanned outages at Excel Paralubes, as well asfirst quarter of 2022, compared with the absencefirst quarter of biodiesel tax credits recognized in 2016.2021.


See the “Business Environment“Executive Overview and Executive Overview”Business Environment” section for information on marketing fuel margins and other market factors impacting this quarter’s results.

Non-GAAP Reconciliations
37
 Millions of Dollars, Except as Indicated
 U.S.
International
 U.S.
International
 Three Months Ended September 30, 2017 Three Months Ended September 30, 2016
Realized Marketing Fuel Margins     
      
Net income attributable to Phillips 66$118
44
 153
75
Plus (Less):     
Provision for income taxes73
14
 90
23
Taxes other than income taxes1,409
1,970
 1,330
2,019
Depreciation and amortization3
17
 3
15
Selling, general and administrative expenses193
70
 185
66
Equity in earnings of affiliates(2)(22) (1)(21)
Other operating revenues*(1,499)(1,973) (1,425)(2,024)
Other segment income, net
(1) 

Marketing margins295
119

335
153
Less: margin for non-fuel related sales
(10) 
(12)
Realized marketing fuel margins$295
109

335
141
      
Total fuel sales volumes (thousands of barrels)
181,110
24,596
 178,343
27,124
      
Net income attributable to Phillips 66 per barrel (dollars per barrel)
$0.65
1.79
 0.86
2.77
Realized marketing fuel margins (dollars per barrel)**
1.63
4.45
 1.88
5.19
      
 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
      
Net income attributable to Phillips 66$331
138
 430
165
Plus (Less):     
Provision for income taxes200
43
 252
46
Taxes other than income taxes4,062
5,607
 3,909
6,287
Depreciation and amortization10
48
 9
46
Selling, general and administrative expenses560
193
 526
193
Equity in earnings of affiliates(4)(63) (4)(56)
Other operating revenues*(4,312)(5,616) (4,171)(6,307)
Other segment (income) expense, net(15)(1) 
2
Marketing margins832
349

951
376
Less: margin for non-fuel related sales
(32) 
(34)
Realized marketing fuel margins$832
317

951
342
      
Total fuel sales volumes (thousands of barrels)
514,077
72,710
 519,129
82,058
      
Net income attributable to Phillips 66 per barrel (dollars per barrel)
$0.64
1.90
 0.83
2.01
Realized marketing fuel margins (dollars per barrel)**
1.62
4.37
 1.83
4.16
  * Primarily excise taxes and other non-fuel revenues.
** Realized marketing fuel margins per barrel, as presented, are calculated using the underlying realized marketing fuel margin amounts, in dollars, divided by sales volumes, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts due to rounding.


Corporate and Other


 Millions of Dollars
 Three Months Ended
March 31
 2022 2021 
Loss Before Income Taxes
Net interest expense$(132)(143)
Corporate overhead and other(117)(108)
Total Corporate and Other$(249)(251)
 Millions of Dollars
 Three Months Ended
September 30
 Nine Months Ended
September 30
 2017
2016
 2017
2016
Net Loss Attributable to Phillips 66     
Net interest$(68)(49) (198)(155)
Corporate general and administrative expenses(45)(39) (131)(121)
Technology(16)(15) (45)(43)
Other(12)(6) (33)(28)
Total Corporate and Other$(141)(109) (407)(347)




Net interest expense consists of interest and financing expense, net of interest income and capitalized interest. Net interest increased in the third quarterCorporate overhead and nine-month period of 2017, mainly due to lower capitalized interest and higher interest expense driven by higher average debt principal balances, reflecting Phillips 66 Partners’ debt issuance in October 2016.

Higher pension settlement expense contributed to the increase in Corporateother includes general and administrative expenses, in both 2017 periods.

The category “Other” includes certain income tax expenses,technology costs, environmental costs associated with sites no longer in operation, foreign currency transaction gains and losses, and other costs not directly associated with an operating segment. The increase

Net interest expense decreased $11 million in costs during the thirdfirst quarter of 2017 was2022, primarily driven by lower average debt principal balances, reflecting debt repayments during 2021, as well as higher capitalized interest primarily due to the accrualrestart of environmental-related indemnities associated with a previously sold refinery, partially offset by favorable tax impacts.the Sweeny Frac 4 capital project.



Corporate overhead and other increased $9 million in the first quarter of 2022, reflecting higher employee-related expenses.

38


CAPITAL RESOURCES AND LIQUIDITY


Financial Indicators


Millions of Dollars,
Except as Indicated
March 31
2022
December 31
2021
Cash and cash equivalents$3,3353,147 
Short-term debt1,4741,489 
Total debt14,43414,448 
Total equity22,12121,637 
Percent of total debt to capital*39%40 
Percent of floating-rate debt to total debt3%
* Capital includes total debt and total equity.
 Millions of Dollars
Except as Indicated
 September 30
2017

 December 31
2016

    
Cash and cash equivalents$1,547
 2,711
Short-term debt706
 550
Total debt10,201
 10,138
Total equity23,959
 23,725
Percent of total debt to capital*30% 30
Percent of floating-rate debt to total debt17% 3
* Capital includes total debt and total equity.




To meet our short- and long-term liquidity requirements, we look touse a variety of funding sources but rely primarily on cash generated from operating activities. Additionally, Phillips 66 Partners raises funds for its growth activities throughand debt and equity offerings.financing. During the first ninethree months of 2017,2022, we generated $1,717 million in$1.1 billion of cash from operations. In addition, Phillips 66 Partners raised net proceeds of $171 million from its continuous offering program of common units (ATM program), and we collected $325 million of previously issued related-party loans. AvailableWe used available cash was primarily used for capital expenditures and investments ($1,295 million), repurchases of our common stock ($1,127 million)$370 million and dividend payments on our common stock ($1,042 million).of $404 million. During the first ninethree months of 2017,2022, cash and cash equivalents decreased by $1,164increased $188 million to $1,547 million.$3.3 billion.

In addition to cash flows from operating activities, we rely on our commercial paper and credit facility programs, asset sales and our ability to issue securities using our shelf registration statement to support our short- and long-term liquidity requirements. We believe current cash and cash equivalents and cash generated by operations, together with access to external sources of funds as described below under “Significant Sources of Capital,” will be sufficient to meet our funding requirements in the near and long term, including our capital spending, dividend payments, employee benefit plan contributions, debt repayment and share repurchases.


Significant Sources of Capital


Operating Activities
During the first ninethree months of 2017,2022, cash generated by operating activities was $1,717 million,$1.1 billion, compared with $2,296$271 million for the first ninethree months of 2016.2021. The decrease in the first nine months of 2017, compared with the same period in 2016, reflects inventory builds at higher commodity prices and an increase in employee benefit plan contributions,was primarily due to improved realized refining margins, partially offset by an increase in distributions from our equity affiliates.unfavorable working capital impacts.


Our short- and long-term operating cash flows are highly dependent upon refining and marketing margins, NGL prices and chemicals margins. Prices and margins in our industry are typically volatile, and are driven by market conditions over which we have little or no control. Absent other mitigating factors, as these prices and margins fluctuate, we would expect a corresponding change in our operating cash flows.


The level and quality of output from our refineries also impactsimpact our cash flows. Factors such as operating efficiency, maintenance turnarounds, market conditions, feedstock availability, and weather conditions can affect output. We actively manage the operations of our refineries, and any variability in their operations typically has not been as significant to cash flows as that caused by margins and prices.



Equity AffiliatesAffiliate Operating Distributions
Our operating cash flows are also impacted by distribution decisions made by our equity affiliates, including DCP Midstream, CPChem and WRB.CPChem. During the first ninethree months of 2017,2022, cash from operations included aggregate distributions of $814$585 million from our equity affiliates, compared with $387including $299 million duringfrom CPChem. During the same period of 2016. In the second quarter2021, cash from operations included aggregate distributions of 2017, DCP Midstream resumed distributions. We did not receive any distributions$502 million, including $205 million from CPChem in the third quarter of 2017, and do not expect to receive any distributions in the fourth quarter of 2017, due to the impacts of Hurricane Harvey on its Gulf Coast operations.CPChem. We cannot control the amount of future dividends from equity affiliates; therefore, future dividend payments by these companiesequity affiliates are not assured.


Effective January 1, 2017, DCP Midstream, LLC and DCP Partners closed a transaction in which DCP Midstream, LLC contributed subsidiaries owning all of its operating assets, $424 million of cash and $3.15 billion of debt to DCP Partners, in exchange for DCP Partners units which had an estimated fair value of $1.125 billion at the time of the transaction. We and our co-venturer retained our 50/50 investment in DCP Midstream, LLC, and DCP Midstream, LLC retained its incentive distribution rights in DCP Partners through its ownership of the general partner of DCP Partners. After the transaction, DCP Midstream, LLC held a 38 percent interest in DCP Partners. DCP Midstream, LLC, through its ownership of the general partner, has agreed, if required, to forgo receipt of incentive distribution rights up to $100 million annually (100 percent basis) through 2019, to support a minimum distribution coverage ratio for DCP Partners. In connection with the transaction, DCP Midstream, LLC terminated its revolving credit agreement, which had previously served to limit distributions to its owners while amounts had been borrowed under the facility. As a result, distributions to the owners of DCP Midstream, LLC resumed in 2017.

Foreign Cash Holdings
At September 30, 2017, approximately 22 percent of our consolidated cash and cash equivalents balance was available for domestic use without incurring material U.S. income taxes in excess of the amounts already accrued in the financial statements. We believe the remaining amount, primarily attributable to cash held in foreign locations where we have asserted our intention to indefinitely reinvest earnings, does not materially affect our consolidated liquidity due to the following factors:

A substantial portion of our foreign cash supports the liquidity needs and regulatory requirements of our foreign operations.
We have the ability to fund a significant portion of our domestic capital requirements with cash provided by domestic operating activities.
We have access to U.S. capital markets through our $5 billion committed revolving credit facility, commercial paper program and universal shelf registration statement.

Phillips 66 Partners LP
In 2016, Phillips 66 Partners began issuing common units under its ATM program, which allows for the issuance of up to an aggregate of $250 million of Phillips 66 Partners’ common units, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of the offerings. For the nine months ended September 30, 2017, on a settlement-date basis, Phillips 66 Partners has issued 3,323,576 common units under the ATM program, which generated net proceeds of $171 million. From inception through September 30, 2017, Phillips 66 Partners has issued an aggregate of 3,669,728 common units under the ATM program, which generated net proceeds of $190 million.

On September 19, 2017, we entered into an agreement to contribute to Phillips 66 Partners our 25 percent interests in the Dakota Access, LLC (DAPL) and Energy Transfer Crude Oil Company, LLC (ETCO) joint ventures and our 100 percent interest in MSLP. The transaction closed on October 6, 2017. Total consideration paid to us by Phillips 66 Partners was $1.65 billion, which included $372 million in cash at closing, the assumption of $588 million of promissory notes payable to us, the assumption of $450 million of term loans payable to a third party, and the issuance to us of common and general partner units with a fair value of $240 million. Shortly after closing, Phillips 66 Partners repaid the $588 million of promissory notes payable to us, resulting in total cash received by us for the transaction of $960 million. Phillips 66 Partners financed the consideration paid, in early October 2017, with proceeds from the private placement of $750 million of perpetual convertible preferred units and $300 million of common units, as well as a portion of the proceeds from a public offering of $650 million of Senior Notes.



Revolving Credit Facilities and Commercial Paper
At September 30, 2017,both March 31, 2022, and December 31, 2021, no amount had been directly drawn under ourPhillips 66’s $5 billion revolving credit facility; however, we had $200 million of short-termfacility or uncommitted $5 billion commercial paper program. At March 31, 2022 and December 31, 2021, no borrowings were outstanding and $51$1 million of issuedin letters of credit that were supported by this facility. In addition, at September 30, 2017, there was $87 million outstandinghad been drawn under thePhillips 66 Partners’ $750 million revolving credit facilityfacility.


39


Also in October 2017, we repaid the $200 million of short-term commercial paper outstanding at September 30, 2017, and Phillips 66 Partners repaid the $87 million of borrowings outstanding under its revolving credit facility at September 30, 2017.

Debt Issuances and Repayments
In April 2017, Phillips 66 completed a private offering of $600 million aggregate principal amount of unsecured notes, consisting of $300 million of Notes due 2019 and $300 million of Notes due 2020. Interest on the notes is a floating rate equal to three-month LIBOR plus 0.65% per annum for the 2019 Notes and three-month LIBOR plus 0.75% per annum for the 2020 Notes. Interest on both series of notes is payable quarterly in arrears on January 15, April 15, July 15 and October 15, commencing in July 2017. The 2019 Notes mature on April 15, 2019, and the 2020 Notes mature on April 15, 2020. The notes are guaranteed by Phillips 66 Company, a wholly owned subsidiary.

Also in April 2017, Phillips 66 entered into term loan facilities with an aggregate borrowing amount of $900 million, consisting of a $450 million 364-day facility and a $450 million three-year facility. Interest on the term loans is a floating rate based on either the Eurodollar rate or the reference rate, plus a margin determined by our long-term credit ratings.

Phillips 66 used the net proceeds from the issuance of the notes, together with the proceeds from the term loans, and cash on-hand to repay its outstanding 2.95% Senior Notes upon maturity in May 2017, for capital expenditures and for general corporate purposes.

In October 2017, as part of the contribution of assets to Phillips 66 Partners, discussed above, Phillips 66 Partners assumed the $450 million of term loans outstanding under the 364-day facility originally issued in April 2017, and repaid those loans shortly thereafter. In addition, Phillips 66 Partners issued $500 million aggregate principal amount of 3.75% Senior Notes due 2028 and $150 million aggregate principal amount of 4.68% Senior Notes due 2045. Interest on the 3.75% Senior Notes due 2028 is payable semiannually in arrears on March 1 and September 1 of each year, commencing on March 1, 2018. The 4.68% Senior Notes due 2045 are an additional issuance of existing Phillips 66 Partners’ 4.68% Senior Notes, and interest is payable semiannually in arrears on February 15 and August 15 of each year.

Shelf Registration
We have a universal shelf registration statement on file with the U.S. Securities and Exchange Commission (SEC) under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of various types of debt and equity securities.

Off-Balance Sheet Arrangements


In 2016,Lease Residual Value Guarantees
Under the operating lease commenced onagreement for our headquarters facility in Houston, Texas. Under this lease agreement,Texas, we have a residual value guarantee with a maximum future exposure of $554 million. The operating lease has a term of five years and provides us the option, at the end of the lease term in September 2025, to request to renew the lease, purchase the facility or assist the lessor in marketing it for resale.

We have a residual value guarantee associated with the operating lease agreement with a maximum potential future exposure of $514 million at March 31, 2022. We also have residual value guarantees associated with railcar and airplane leases with maximum potential future exposures totaling $349$221 million. For information on our need to perform under the railcar lease guarantee, see the Capital Requirements section to follow.

In addition, we have guarantees outstanding related to certain joint venture debt obligations, whichThese leases have remaining terms of up to 8ten years.

Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)
In 2020, the trial court presiding over litigation brought by the Standing Rock Sioux Tribe ordered the U.S. Army Corps of Engineers (USACE) to prepare an Environmental Impact Statement (EIS) addressing an easement under Lake Oahe in North Dakota. The court later vacated the easement. Although the easement is vacated, the USACE has indicated that it will not take action to stop pipeline operations while it proceeds with the EIS. In May 2021, the Standing Rock Sioux Tribe’s request for an injunction to force a shutdown of the pipeline while the EIS is being prepared was denied. In June 2021, the trial court dismissed the litigation entirely. Once the EIS is completed, new litigation or challenges to the EIS could be filed.

In September 2021, Dakota Access filed a writ of certiorari, requesting the U.S. Supreme Court to review the lower court’s decision to order the EIS and vacate the easement. In February 2022, the writ was denied, and the requirement to prepare the EIS stands. Completion of the EIS was expected in the fall of 2022, but now may be delayed as the USACE engages with the Standing Rock Sioux Tribe on their reasons for withdrawing as a cooperating agency with respect to preparation of the EIS.

Dakota Access and ETCO have guaranteed repayment of senior unsecured notes issued by a wholly owned subsidiary of Dakota Access with an aggregate principal outstanding of $2.5 billion at March 31, 2022. In addition, Phillips 66 Partners, now a wholly owned subsidiary of Phillips 66, and its co-venturers in Dakota Access provided a Contingent Equity Contribution Undertaking (CECU) in conjunction with the notes offering. Under the CECU, the co-venturers may be severally required to make proportionate equity contributions to Dakota Access if there is an unfavorable final judgment in the above-mentioned ongoing litigation. At March 31, 2022, our share of the maximum potential equity contributions under the CECU was approximately $631 million.

If the pipeline is required to cease operations, and should Dakota Access and ETCO not have sufficient funds to pay ongoing expenses, we could be required to support our share of the ongoing expenses, including scheduled interest payments on the notes of approximately $25 million annually, in addition to the potential obligations under the CECU at March 31, 2022.

On April 1, 2022, Dakota Access’ wholly owned subsidiary repaid $650 million aggregate principal amount of futureits outstanding senior notes upon maturity. We funded our 25% share, or $163 million, with a capital contribution of $89 million in March 2022 and $74 million of distributions we elected not to receive from Dakota Access in the first quarter of 2022. As a result of the debt repayment, on April 1, 2022, our share of the maximum potential equity contributions under the CECU decreased to approximately $467 million, and our share of scheduled interest payments on the notes that we could be required to third parties under these guarantees issupport decreased to approximately $310 million.$20 million annually.


See Note 11—9—Guarantees, in the Notes to Consolidated Financial Statements, for additional information on our guarantees.


40

Capital Requirements


Capital Expenditures and Investments
For information about our capital expenditures and investments, see the “Capital Spending” section.section below.


Debt Financing
Our total debt balance at September 30, 2017,both March 31, 2022, and December 31, 2016,2021, was $10.2 billion and $10.1 billion, respectively.$14.4 billion. Our total debt-to-capital ratio was 30 percent39% and 40% at both September 30, 2017,March 31, 2022, and December 31, 2016.2021, respectively.


In May 2017, we repaid $1,500 million of 2.95% Senior Notesearly April 2022, upon maturity, Phillips 66 repaid its 4.300% senior notes with an aggregate principal amount of $1.0 billion and Phillips 66 Partners repaid its $450 million term loan. As our operating cash flows improve further, we will continue to prioritize debt reductions in 2022.

Debt Exchange
On April 6, 2022, Phillips 66 Company, a wholly owned subsidiary of Phillips 66, announced offers to exchange (the Exchange Offers) all validly tendered notes of seven different series of notes issued by Phillips 66 Partners (collectively, the funding fromOld Notes), with an aggregate principal amount of approximately $3.5 billion, for notes to be issued by Phillips 66 Company (collectively, the April 2017 debt issuances discussed above.

Also inNew Notes). The New Notes will be fully and unconditionally guaranteed by Phillips 66 and will rank equallywith Phillips 66 Company’s other unsecured and unsubordinated indebtedness, and the guarantees will rank equally with Phillips 66’s other unsecured and unsubordinated indebtedness. The Exchange Offers will expire on May 2017, we repaid $135 million of MSLP 8.85% Senior Notes due in 2019. This debt was recorded as a result3, 2022, unless such date is extended (the Expiration Date). Phillips 66 Company currently expects the settlement of the consolidationExchange Offers to occur on May 5, 2022, unless the Expiration Date is extended.

The New Notes will have the same interest rates, interest payment dates and maturity dates as the Old Notes. In addition, holders that validly tender before the end of MSLPthe early participation period on April 19, 2022 (the Early Participation Date), will receive New Notes with an aggregate principal amount equivalent to the Old Notes, while holders that validly tender after the Early Participation Date, but before the Expiration Date, will receive New Notes with an aggregate principal amount that is 3% less than the Old Notes.

Through the end of the early participation period on April 19, 2022, Old Notes with an aggregate principal amount of approximately $3.2 billion had been validly tendered for exchange.

Joint Venture Loans
We and our co-venturer provided member loans to WRB. At March 31, 2022, our 50% share of the outstanding member loan balance, including accrued interest, was $597 million. The need for additional loans to WRB in February 2017.the remainder of 2022, as well as WRB’s repayment schedule, will depend on market conditions.

Merger with Phillips 66 Partners
On March 9, 2022, we completed the previously announced merger between us and Phillips 66 Partners. The merger resulted in the acquisition of all limited partnership interests in Phillips 66 Partners not already owned by us in exchange for approximately 42 million shares of Phillips 66 common stock issued from treasury stock. Phillips 66 Partners common unitholders received 0.50 shares of Phillips 66 common stock for each outstanding Phillips 66 Partners common unit. Phillips 66 Partners’ perpetual convertible preferred units were converted into common units at a premium to the original issuance price prior to being exchanged for Phillips 66 common stock. Upon closing, Phillips 66 Partners became a wholly owned subsidiary of Phillips 66 and its common units are no longer publicly traded. See Note 5—Business Combinations,18—Phillips 66 Partners LP, in the Notes to the Consolidated Financial Statements, for additional information regarding MSLP.on the merger transaction.


Dividends
On July 12, 2017, we announced thatFebruary 9, 2022, our Boardboard of Directorsdirectors declared a quarterly cash dividend of $0.70$0.92 per common share. TheThis dividend was paid on SeptemberMarch 1, 2017,2022, to shareholders of record atas of the close of business on August 18, 2017. On October 9, 2017, we announced that our BoardFebruary 22, 2022.

41


Share Repurchases
On October 9, 2017, we announced that our Board of Directors authorized $3 billion of additional share repurchases. Since July 2012, our Boardboard of Directorsdirectors has authorized sharean aggregate of $15 billion of repurchases of our outstanding common stock totaling up to $12 billion.stock. The authorizations do not have expiration dates. Future share repurchases have been, and are expected to be funded primarily through available cash. The shares will be repurchased from time to time in the open market at our discretion, subject to market conditions and other factors, and in accordance with applicable regulatory requirements. We are not obligated to acquirerepurchase any particular amountshares of common stock pursuant to these authorizations and may commence, suspend or discontinue purchasesterminate repurchases at any time or from time to time without prior notice. During the first nine months of 2017, we repurchased 13,852,041 shares at a cost of $1,127 million.time. Since the inception of our share repurchasesrepurchase program in 2012, through September 30, 2017, we have repurchased a total of 119,256,690159 million shares at aan aggregate cost of $8,565 million.$12.5 billion. Shares of stock repurchased are held as treasury shares.

During We suspended share repurchases in mid-March 2020 to preserve liquidity in response to the first nine months of 2017,global economic disruption caused by the COVID-19 pandemic. In April 2022, we contributed $432 millionannounced plans to resume our U.S. employee benefit plans and $26 million to our international employee benefit plans. We currently expect to make additional contributions of approximately $6 million to our U.S. employee benefit plans and $9 million to our international employee benefit plans during the remainder of 2017.

We have a 25 percent ownership interest in both DAPL and ETCO, which were formed to construct pipelines to deliver crude oil producedshare repurchase program in the Bakken area of North Dakota to market centers in the Midwest and the Gulf Coast. In 2016, we and our co-venturer executed agreements, and an amendment to the original agreements, that provided we and our co-venturer would loan DAPL and ETCO up to a maximum of $1,411 million and $76 million, respectively, with the amounts loaned by us and our co-venturer being proportionate to our ownership interests (Sponsor Loans). Also in 2016, DAPL and ETCO secured a $2.5 billion facility (Facility) with a syndicate of financial institutions on a limited recourse basis with certain guarantees. Allowable draws under the Facility were initially reduced and finally suspended in September 2016 pending resolution of permitting delays. As a result, DAPL and ETCO resumed making draws under the Sponsor Loans. In February 2017, DAPL was granted the lone outstanding easement required to complete work beneath the Missouri River. As a result, construction of the pipelines resumed and draws under the Facility were reinitiated and all outstanding Sponsor Loans were paid in February 2017. Construction on both pipelines was completed, with commercial operations beginning in June 2017. As of September 30, 2017, DAPL and ETCO have an aggregate balance outstanding under the Facility of $2.5 billion.


In 2016, we and our co-venturer in WRB each made a $75 million partner loan to provide for WRB’s short-term operating needs. These partner loans were repaid in the firstsecond quarter of 2017.2022.

42

During the first nine months
Table of 2017, we recognized an additional $35 million of the residual value deficiency of our leased railcars.  The residual value deficiency of $31 million remaining at September 30, 2017, will be recognized on a straight-line basis through May 2019.  Due to current market uncertainties, changes in the estimated fair values of railcars could occur, which could increase or decrease our currently estimated residual value deficiency. As of September 30, 2017, our maximum future exposure for residual value guarantees associated with our railcar and airplane leases was approximately $349 million. In October 2017, we paid $53 million of our railcar residual value guarantee liability. For additional information, see Note 11—Guarantees, in the Notes to Consolidated Financial Statements.Contents

Capital Spending


Millions of Dollars Millions of Dollars
Nine Months Ended
September 30
Three Months Ended
March 31
2017
 2016
2022 2021 
Capital Expenditures and Investments   Capital Expenditures and Investments
Midstream$559
 1,045
Midstream$164 100 
Chemicals
 
Chemicals — 
Refining623
 827
Refining171 184 
Marketing and Specialties65
 63
Marketing and Specialties11 22 
Corporate and Other48
 96
Corporate and Other24 25 
Total Capital Expenditures and InvestmentsTotal Capital Expenditures and Investments$370 331 
$1,295
 2,031
   
Selected Equity Affiliates*   
Selected Equity Affiliates*
Selected Equity Affiliates*
DCP Midstream$166
 76
DCP Midstream$11 
CPChem506
 746
CPChem113 79 
WRB91
 116
WRB42 59 
$763
 938
$166 145 
* Our share of joint venture’s capital spending.



Midstream
During the first ninethree months of 2017,2022, capital spending in our Midstream segment included construction activities relatedincluded:

Contribution to increasing storageDakota Access to fund our 25% share of Dakota Access’ debt repayment in April 2022.

Continued development of additional Gulf Coast fractionation capacity at our crude oil and petroleum products terminal located near Beaumont, Texas, wrap-up activities related to our Freeport LPG Export Terminal and spendingSweeny Hub.

Spending associated with other return, reliability, and maintenance projects in our Transportation and NGL businesses.  Other major construction activities included the further development of Phillips 66 Partners’ 40-percent-owned joint venture Bayou Bridge Pipeline, expansion activities on the Phillips 66 Partners’ 50-percent owned STACK Pipeline joint venture and the development of two crude oil pipelines (collectively, the Bakken Pipeline) by our 25-percent-owned joint ventures, DAPL and ETCO.  Construction of the Bakken Pipeline was completed, with commercial operations beginning in June 2017.

During the first nine months of 2017, DCP Midstream had a self-funded capital program, and thus had no new capital infusions from us or our co-venturer. During this period, on a 100 percent basis, DCP Midstream’s capital expenditures and investments were approximately $332 million, primarily for expansion capital expenditures, including construction of the Mewbourn 3 plant and investments in the Sand Hills Pipeline joint venture, as well as maintenance capital expenditures for existing assets.



Chemicals
During the first ninethree months of 2017, CPChem had a self-funded capital program, and thus required no new capital infusions from us or our co-venturer. During this period,2022, on a 100 percent100% basis, CPChem’s capital expenditures and investments were $1,012 million,$225 million. The capital spending was primarily for itsthe development of petrochemical projects on the U.S. Gulf Coast Petrochemicals Project. Weand in the Middle East, as well as sustaining, debottlenecking and optimization projects on existing assets. CPChem’s capital program was self-funded, and we expect CPChem to continue self-funding theirits capital program for the remainder of 2017.2022.


Refining
Capital spending for the Refining segment during the first ninethree months of 20172022 was primarily for air emission reduction projects to meet new environmental standards, refinery upgrade projects to increase accessibilityenhance the yield of advantaged crudes and improve product yields,high-value products, renewable diesel projects, improvements to the operating integrity of key processing units, and safety-related projects.


Major constructioncapital activities included:


Installation of facilities to comply with U.S. Environmental Protection Agency (EPA) Tier 3 gasoline regulations at the Sweeny and Bayway refineries.
Installation of facilities to improve processing of advantaged crudesproduct value at the Billings and Lake Charles refineries.refinery.
Installation
Engineering of facilities to improve clean product yieldproduce biofuels at the Bayway and Ponca City refineries, as well as the jointly owned Wood RiverSan Francisco refinery.

43

Our project to increase advantaged crude processing at the Billings Refinery was completed in June 2017 and is operating at design specifications.

Generally, our equity affiliates in the Refining segment are intended to have self-funding capital programs.

Marketing and Specialties
Capital spending for the M&S segment during the first ninethree months of 20172022 was primarily for the continued development and enhancement of retail sites in Europe and for Lubricants reliability and maintenance projectsprojects.

Corporate and projects targeted at developing our new international sites.Other

Capital spending for Corporate and Other during the first three months of 2022 was primarily for information technology and facilities.
2017 Forecast and 2018 Budget
We are forecasting total capital spending in 2017

44


Contingencies


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


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


Legal and Tax Matters
Our legal and tax matters are handled by our legal and tax organizations. These organizations apply their knowledge, experience and professional judgment to the specific characteristics of our cases and uncertain tax positions. We employ a litigation management process to manage and monitor the legal proceedings against us.proceedings. Our process facilitates the early evaluation and quantification of potential exposures in individual cases and enables the tracking of those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, is required. In the case of income-tax-relatedincome tax-related contingencies, we monitor tax legislation and court decisions, the status of tax audits and the statute of limitations within which a taxing authority can assert a liability.


45

Environmental
Like other companies in our industry, we are subject to numerous international, federal, state and local environmental laws and regulations. For a discussion of the most significant of theseinternational and federal environmental laws and regulations including those with associated remediation obligations,to which we are subject, see the “Environmental” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 20162021 Annual Report on Form 10-K.


We are required to purchase RINs in the open market to satisfy the portion of our obligation under the Renewable Fuel Standard (RFS) that is not fulfilled by blending renewable fuels into the motor fuels we produce. For the three months ended March 31, 2022 and 2021, we incurred expenses of $152 million and $165 million, respectively, associated with our obligation to purchase RINs in the open market to comply with the RFS for our wholly owned refineries. These expenses are included in the “Purchased crude oil and products” line item on our consolidated statement of operations. Our jointly owned refineries also incurred expenses associated with the purchase of RINs in the open market, of which our share was $85 million and $63 million for the three months ended March 31, 2022 and 2021, respectively. These expenses are included in the “Equity in earnings of affiliates” line item on our consolidated statement of operations. The amount of these expenses and fluctuations between periods is primarily driven by the market price of RINs, refinery production, blending activities and renewable volume obligation requirements.

We occasionally receive requests for information or notices of potential liability from the EPA and state environmental agencies alleging that we are a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or an equivalent state statute. On occasion, we also have been made a party to cost recovery litigation by those agencies or by private parties. These requests, notices and lawsuits assert potential liability for remediation costs at various sites that typically are not owned by us, but allegedly contain wastes attributable to our past operations. As ofAt December 31, 2016,2021, we reported that we had been notified of potential liability under CERCLA and comparable state laws at 3125 sites within the United States. DuringIn the first nine monthsquarter of 2017, there2022, we were three new sites for which we received noticenotified of potential liability and three sites wereone site that was deemed resolved and closed, accordingly, leaving 3124 unresolved sites with potential liability at September 30, 2017.March 31, 2022.


Notwithstanding any of the foregoing, and as with other companies engaged in similar businesses, environmental costs and liabilities are inherent concerns in certain of our operations and products, and there can be no assurance that materialthose costs and liabilities will not be incurred.material. However, we currently do not expect any material adverse effect on our results of operations or financial position as a result of compliance with current environmental laws and regulations.



46

Climate Change
There has been a broad range of proposed or promulgated state, national and international laws focusing on greenhouse gas (GHG)GHG emissions reduction, including various regulations proposed or issued by the EPA. These proposed or promulgated laws apply or could apply in states and/or countries where we have interests or may have interests in the future. Laws regulating GHG emissions continue to evolve, and while it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation, such laws potentially could have a material impact on our results of operations and financial condition as a result of increasing costs of compliance, lengthening project implementation and agency review items,reviews, or reducing demand for certain hydrocarbon products. We continue to monitor legislative and regulatory actions and legal proceedings globally relating to GHG emissions for potential impacts on our operations.


For examples of legislation and regulation or precursors for possible regulation that do or could affect our operations, see the “Climate Change” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 20162021 Annual Report on Form 10-K.


We consider and take into account anticipated future GHG emissions in designing and developing major facilities and projects, and implement energy efficiency initiatives to reduce GHG emissions. Data on our GHG emissions, legal requirements regulating such emissions, and the possible physical effects of climate change on our coastal assets are incorporated into our planning, investment, and risk management decision-making. We are working to continuously improve operational and energy efficiency through resource and energy conservation throughout our operations.



NEW ACCOUNTING STANDARDS


In February 2017,2022, we announced our intention by 2050 to reduce the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-05, “Other Income—GainsGHG emissions intensity for Scope 1 and LossesScope 2 emissions from the Derecognitionour operations by 50% compared to 2019 levels. This new target builds upon our previously announced 2030 GHG emissions intensity targets to reduce Scope 1 and Scope 2 emissions from our operations by 30% and Scope 3 emissions from our energy products by 15% compared to 2019 levels.

47

GUARANTOR FINANCIAL INFORMATION
At March 31, 2022, Phillips 66 had $10.3 billion of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales.  This ASU will eliminate the usesenior unsecured notes outstanding guaranteed by Phillips 66 Company, a direct, wholly owned operating subsidiary of carryover basis for most nonmonetary exchanges, including contributions of assets to equity method joint ventures.  These amendments could result in the entity recognizing a gain or loss on the sale or transfer of nonfinancial assets.  Public entities should apply the guidance in ASU No. 2017-05 to annual periods beginning after December 15, 2017, including interim periods within those periods.  We are currently evaluating the provisions of ASU No. 2017-05.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The amendment provides a screen for determining when a transaction involves an acquisition of a business. IfPhillips 66. Phillips 66 conducts substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or a group of similar identifiable assets, then the transaction is not considered an acquisition of a business. If the screen is not met, then the amendment requires that to be considered a business, the operation must include at a minimum an inputits operations through subsidiaries, including Phillips 66 Company, and a substantive process that together significantly contribute to the ability to create an output. The guidance may reduce the number of transactions accounted for as business acquisitions. Public business entities should apply the guidance in ASU No. 2017-01 to annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted. The amendments should be applied prospectively and no disclosures are required at the effective date. We are currently evaluating the provisions of ASU No. 2017-01.

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

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” In the new standard, the FASB modified its determination of whether a contract is a lease rather than whether a lease is a capital or operating lease under the previous accounting principles generally accepted in the United States (GAAP). A contract represents a lease if a transfer of control occurs over an identified property, plant or equipment for a period of time in exchange for consideration. Control over the use of the identified asset includes the right to obtainsubsidiaries generate substantially all of its operating income and cash flow. The guarantees (1) are unsecured obligations of Phillips 66 Company, (2) rank equally with all of Phillips 66 Company’s other unsecured and unsubordinated indebtedness, and (3) are full and unconditional.

See the economic benefits“Significant Sources of Capital” section for additional information regarding the Exchange Offers by Phillips 66 Company for existing senior notes of Phillips 66 Partners that are expected to be settled in May 2022.

Summarized financial information of Phillips 66 and Phillips 66 Company (the Obligor Group) is presented on a combined basis. Intercompany transactions among the members of the Obligor Group have been eliminated. The financial information of non-guarantor subsidiaries has been excluded from the usesummarized financial information. Significant intercompany transactions and receivable/payable balances between the Obligor Group and non-guarantor subsidiaries are presented separately in the summarized financial information.
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The summarized results of operations for the three months ended March 31, 2022, and the summarized financial position at March 31, 2022, and December 31, 2021, for the Obligor Group on a combined basis were:

Summarized Combined Statement of OperationsMillions of Dollars
Three Months Ended March 31, 2022
Sales and other operating revenues$28,640
Revenues and other income—non-guarantor subsidiaries867
Purchased crude oil and products—third parties16,892
Purchased crude oil and products—related parties4,646
Purchased crude oil and products—non-guarantor subsidiaries6,000
Income before income taxes433
Net income341

Millions of Dollars
Summarized Combined Balance SheetMarch 31
2022
December 31
2021
Accounts and notes receivable—third parties$5,732 3,772 
Accounts and notes receivable—related parties1,631 1,289 
Due from non-guarantor subsidiaries, current970 456 
Total current assets14,452 10,080 
Investments and long-term receivables10,241 10,324 
Net properties, plants and equipment11,522 11,541 
Goodwill1,047 1,047 
Due from non-guarantor subsidiaries, noncurrent3,068 5,699 
Other assets associated with non-guarantor subsidiaries2,466 2,565 
Total noncurrent assets30,103 32,935 
Total assets44,555 43,015 
Due to non-guarantor subsidiaries, current$3,301 2,227 
Total current liabilities14,259 10,551 
Long-term debt9,370 9,364 
Due to non-guarantor subsidiaries, noncurrent6,711 9,341 
Total noncurrent liabilities21,472 24,094 
Total liabilities35,731 34,645 
Total equity8,824 8,370 
Total liabilities and equity44,555 43,015 
49

NON-GAAP RECONCILIATIONS

Refining

Our realized refining margins measure the difference between (a) sales and other operating revenues derived from the sale of petroleum products manufactured at our refineries and (b) costs of feedstocks, primarily crude oil, used to produce the petroleum products. The realized refining margins are adjusted to include our proportional share of our joint venture refineries’ realized margins, as well as to exclude those items that are not representative of the asset and the rightunderlying operating performance of a period, which we call “special items.” The realized refining margins are converted to direct its use. The FASB continueda per-barrel basis by dividing them by total refinery processed inputs (primarily crude oil) measured on a barrel basis, including our share of inputs processed by our joint venture refineries. Our realized refining margin per barrel is intended to maintain two classifications of leases—financing and operating—be comparable with industry refining margins, which are substantiallyknown as “crack spreads.” As discussed in “Executive Overview and Business Environment—Business Environment,” industry crack spreads measure the difference between market prices for refined petroleum products and crude oil. We believe realized refining margin per barrel calculated on a similar basis as industry crack spreads provides a useful measure of how well we performed relative to capitalbenchmark industry refining margins.

The GAAP performance measure most directly comparable to realized refining margin per barrel is the Refining segment’s “income (loss) before income taxes per barrel.” Realized refining margin per barrel excludes items that are typically included in a manufacturer’s gross margin, such as depreciation and operating leasesexpenses, and other items used to determine income (loss) before income taxes, such as general and administrative expenses. It also includes our proportional share of joint venture refineries’ realized refining margins and excludes special items. Because realized refining margin per barrel is calculated in this manner, and because realized refining margin per barrel may be defined differently by other companies in our industry, it has limitations as an analytical tool. Following are reconciliations of income (loss) before income taxes to realized refining margins:
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Millions of Dollars, Except as Indicated
Realized Refining MarginsAtlantic Basin/
Europe
Gulf
Coast
Central
Corridor
West
Coast
Worldwide
Three Months Ended March 31, 2022
Income (loss) before income taxes$143 4 (135)111 123 
Plus:
Taxes other than income taxes19 27 18 24 88 
Depreciation, amortization and impairments52 51 35 60 198 
Selling, general and administrative expenses14 11 14 9 48 
Operating expenses296 307 184 305 1,092 
Equity in losses of affiliates3 2 16  21 
Other segment (income) expense, net12  (4)1 9 
Proportional share of refining gross margins contributed by equity affiliates23  205  228 
Realized refining margins$562 402 333 510 1,807 
Total processed inputs (thousands of barrels)
48,015 52,151 23,691 28,877 152,734 
Adjusted total processed inputs (thousands of barrels)*
48,015 52,151 42,267 28,877 171,310 
Income (loss) before income taxes per barrel (dollars per barrel)**
$2.98 0.08 (5.70)3.84 0.81 
Realized refining margins (dollars per barrel)***
11.71 7.71 7.89 17.68 10.55 
Three Months Ended March 31, 2021
Loss before income taxes$(153)(253)(248)(386)(1,040)
Plus:
Taxes other than income taxes20 27 15 23 85 
Depreciation, amortization and impairments52 77 34 54 217 
Selling, general and administrative expenses14 10 11 42 
Operating expenses230 321 205 382 1,138 
Equity in losses of affiliates117 — 122 
Other segment (income) expense, net— — (2)— 
Proportional share of refining gross margins contributed by equity affiliates43 — 86 — 129 
Realized refining margins$208 185 214 86 693 
Total processed inputs (thousands of barrels)
42,826 54,560 19,754 25,917 143,057 
Adjusted total processed inputs (thousands of barrels)*
42,826 54,560 35,711 25,917 159,014 
Loss before income taxes per barrel (dollars per barrel)**
$(3.57)(4.64)(12.55)(14.89)(7.27)
Realized refining margins (dollars per barrel)***
4.86 3.39 5.97 3.33 4.36 
    * Adjusted total processed inputs include our proportional share of processed inputs of an equity affiliate.
  ** Income (loss) before income taxes divided by total processed inputs.
*** Realized refining margins per barrel, as presented, are calculated using the underlying realized refining margin amounts, in dollars, divided by adjusted total processed inputs, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.
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Marketing

Our realized marketing fuel margins measure the previous lease guidance. Underdifference between (a) sales and other operating revenues derived from the new standard, recognitionsale of assetsfuels in our M&S segment and liabilities arising from(b) costs of those fuels. The realized marketing fuel margins are adjusted to exclude those items that are not representative of the underlying operating leases will require recognitionperformance of a period, which we call “special items.” The realized marketing fuel margins are converted to a per-barrel basis by dividing them by sales volumes measured on a barrel basis. We believe realized marketing fuel margin per barrel demonstrates the balance sheet. The effectvalue uplift our marketing operations provide by optimizing the placement and ultimate sale of all leasesour refineries’ fuel production.

Within the M&S segment, the GAAP performance measure most directly comparable to realized marketing fuel margin per barrel is the marketing business’ “income before income taxes per barrel.” Realized marketing fuel margin per barrel excludes items that are typically included in the statement of comprehensive income and the statement of cash flows will be largely unchanged. Lessor accounting will also be largely unchanged. Additional disclosures will be required for financinggross margin, such as depreciation and operating leases for both lessors and lessees. Public business entities should apply the guidance in ASU No. 2016-02 for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. Entities are required to adopt the ASU using a modified retrospective approach, subject to certain optional practical expedients, and apply the provisions of ASU No. 2016-02 to leasing arrangements existing at or entered into after the earliest comparative period presented in the financial statements. We are currently evaluating the provisions of ASU No. 2016-02 and assessing its impact on our financial statements. As part of our assessment to-date, we have formed an implementation team, commenced identification of our lease population and are evaluating lease software packages.






In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” to meet its objective of providing more decision-useful information about financial instruments. The majority of this ASU’s provisions amend only the presentation or disclosures of financial instruments; however, one provision will also affect net income. Equity investments carried under the cost method or lower of cost or fair value method of accounting, in accordance with current GAAP, will have to be carried at fair value upon adoption of ASU No. 2016-01, with changes in fair value recorded in net income. For equity investments that do not have readily determinable fair values, a company may elect to carry such investments at cost less impairments, if any, adjusted up or down for price changes in similar financial instruments issued by the investee, when and if observed. Public business entities should apply the guidance in ASU No. 2016-01 for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption prohibited. We are currently evaluating the provisions of ASU No. 2016-01. Our initial review indicates that ASU No. 2016-01 will have a limited impact on our financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASUexpenses, and other related updatesitems used to determine income before income taxes, such as general and administrative expenses. Because realized marketing fuel margin per barrel excludes these items, and because realized marketing fuel margin per barrel may be defined differently by other companies in our industry, it has limitations as an analytical tool. Following are intendedreconciliations of income before income taxes to improve comparabilityrealized marketing fuel margins:


Millions of Dollars, Except as Indicated
Three Months Ended
March 31, 2022
Three Months Ended
March 31, 2021
U.S.InternationalU.S.International
Realized Marketing Fuel Margins
Income before income taxes$191 23 199 48 
Plus:
Depreciation and amortization3 18 19 
Selling, general and administrative expenses182 63 165 60 
Equity in earnings of affiliates(7)(26)(2)(24)
Other operating revenues*(107)(12)(86)(5)
Other expense, net6 4 
Marketing margins268 70 283 99 
Less: margin for nonfuel related sales 13 — 13 
Realized marketing fuel margins$268 57 283 86 
Total fuel sales volumes (thousands of barrels)
169,196 24,926 145,794 21,474 
Income before income taxes per barrel (dollars per barrel)
$1.13 0.92 1.362.24 
Realized marketing fuel margins (dollars per barrel)**
1.59 2.30 1.944.01 
* Includes other nonfuel revenues.
  ** Realized marketing fuel margins per barrel, as presented, are calculated using the underlying realized marketing fuel margin amounts, in dollars, divided by sales volumes, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.
52

Table of revenue recognition practices across entities, industries, jurisdictions and capital markets and expand disclosure requirements. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities should apply the guidance in ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. As part of our assessment work to-date, we have formed an implementation work team, completed training on the new ASU’s revenue recognition model and are continuing our contract review and documentation. Our expectation is to adopt the standard on January 1, 2018, using the modified retrospective application. In addition, we expect to present revenue net of sales-based taxes collected from our customers, resulting in no impact to earnings. Sales-based taxes include excise taxes on petroleum product sales as noted on our consolidated statement of income. Our evaluation of the new ASU is ongoing, which includes understanding the impact of adoption on earnings from equity method investments. Based upon our analysis to-date, we have not identified any other material impact on our financial statements other than disclosures.Contents


CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can normally identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.

expressions, but the absence of such words does not mean a statement is not forward-looking.
We based the forward-looking statements on our current expectations, estimates and projections about us, our operations, our joint ventures and entities in which we have equity interests, as well as the industries in which we and they operate in general. We caution you these statements are not guarantees of future performance as they involve assumptions that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

The negative impact on commercial activity and demand for refined petroleum products from any widespread public health crisis, as well as the extent and duration of recovery of economies and demand for our products following any such crisis.
Fluctuations in NGL, crude oil, refined petroleum productsproduct and natural gas prices and refining, marketing and petrochemical margins.
Failure of newChanges in governmental policies relating to NGL, crude oil, natural gas or refined petroleum products pricing, regulation or taxation, including exports.
Actions taken by OPEC and services to achieve market acceptance.other countries impacting supply and demand and correspondingly, commodity prices.
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 chemicalschemical products.
Lack of, or disruptions in, adequate and reliable transportation for our NGL, crude oil, natural gas and refined petroleum products.
The level and success of drilling and quality of production volumes around DCP Midstream’s assets and its ability to connect supplies to its gathering and processing systems, residue gas and NGL infrastructure.our Midstream assets.
InabilityThe inability to timely obtain or maintain permits, including those necessary for capital projects;projects.
The inability to comply with government regulations;regulations or make capital expenditures required to maintain compliance.
Changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs like the renewable fuel standards program, low carbon fuel standards and tax credits for biofuels.
Failure to complete definitive agreements and feasibility studies for, and to timely complete construction of, announced and future capital projects.projects on time and within budget.
Potential disruption or interruption of our operations due to accidents, weather events, civil unrest, insurrections, political events, terrorism or cyber attacks.cyberattacks.
Potential disruption or damage to our facilities as a result of significant storms, flooding or other destructive climate events.
The inability to meet our sustainability goals, including reducing our GHG emissions intensity, developing and protecting new technologies, and commercializing lower-carbon opportunities.
53

General domestic and international economic and political developments including armed hostilities, expropriation of assets, and other political, economic or diplomatic developments, including those caused by public health issues, outbreaks of diseases and pandemics.
Failure of new products and services to achieve market acceptance.
International monetary conditions and exchange controls.
Substantial investmentinvestments required, or reduced demand for products, as a result of existing or future environmental rules and regulations.regulations, including GHG emissions reductions and reduced consumer demand for refined petroleum products.
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.
Political and societal concerns about climate change that could result in changes to our business or increase expenditures, including litigation-related expenses.
Changes in estimates or projections used to assess fair value of intangible assets, goodwill and property and equipment and/or strategic decisions or other developments with respect to our asset portfolio that cause impairment charges.
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.ventures that we do not control.
Domestic and foreign supplies of crude oil and other feedstocks.
Domestic and foreign supplies of petrochemicals and refined products, such as gasoline, diesel, aviation fuel and home heating oil.
Governmental policies relating to exports of crude oil and natural gas.
Overcapacity or undercapacity in the midstream, chemicals and refining industries.
Fluctuations in consumer demand for refined products.
The factors generally described in Item 1A.—Risk Factors in our 20162021 Annual Report on Form 10-K.

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Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Our commodity price risk and interest rate risk at September 30, 2017,March 31, 2022, did not differ materially from the risks disclosed under Item 7A of our 20162021 Annual Report on Form 10-K.




Item 4.   CONTROLS AND PROCEDURES


We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in SECU.S. Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. As of September 30, 2017,March 31, 2022, with the participation of management, our Chairman and Chief Executive Officer and our Executive Vice President, Finance and Chief Financial Officer carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President, Finance and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of September 30, 2017.March 31, 2022.


There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the quarterly period ended September 30, 2017,March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


55


PART II. OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS


The followingFrom time to time, we may be involved in litigation and claims arising out of our operations in the normal course of business. Additionally, Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a descriptionparty to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will be in excess of reportable legal proceedings, including those involving governmental authorities under federal, state and local laws regulating$300,000. During the dischargefirst quarter of materials into the environment, for this reporting period. There2022, there were no such new matters that arose during the third quarter of 2017. Thereand there were no material developments that occurred with respect to matters previously reported in our 2016 Annual Report on Form 10-K or our Quarterly Report on Form 10-Q forbut still unresolved. We do not currently believe that the quarterly periods ended March 31, 2017, and June 30, 2017. While it is not possible to accurately predict the finaleventual outcome of these pending proceedings, even if any onematters previously reported but still unresolved, individually or more of such proceedings were decided adversely to Phillips 66, we expect there would be noin the aggregate, could have a material adverse effect on our consolidatedbusiness, financial position. Nevertheless, such proceedings are reported pursuant to SEC regulations.condition, results of operations or cash flows.


Our U.S. refineries are implementing two separate consent decrees, regarding alleged violations of the Federal Clean Air Act, with the EPA, five states and one local air pollution agency. Some of the requirements and limitations contained in the decrees provide for stipulated penalties for violations. Stipulated penalties under the decrees are not automatic, but must be requested by one of the agency signatories. As part of periodic reports under the decrees or other reports required by permits or regulations, we occasionally report matters that could be subject to a request for stipulated penalties. If a specific request for stipulated penalties meeting the reporting threshold set forth in SEC rules is made pursuant to these decrees based on a given reported exceedance, we will separately report that matter and the amount of the proposed penalty.



See Note 10—Contingencies and Commitments, in the Notes to Consolidated Financial Statements, for additional information.


Item 1A.��  RISK FACTORS


There have beenwere no material changes from the risk factors disclosed in Item 1A of our 20162021 Annual Report on Form 10-K.





Item 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

In March 2020, we announced that we had temporarily suspended our share repurchases. As of March 31, 2022, we had $2,514 million remaining on our existing share repurchase authorization, which has no expiration date. In April 2022, we announced plans to resume our share repurchase program in the second quarter of 2022. Any future share repurchases will be made at the discretion of management and will depend on various factors including our share price, results of operations, financial condition and cash required for future business plans.
56
      Millions of Dollars
PeriodTotal 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

July 1-31, 20171,635,271 $82.57
1,635,271 $761
August 1-31, 20171,968,056 83.81
1,968,056 596
September 1-30, 20171,857,760 86.52
1,857,760 435
Total5,461,087��$84.36
5,461,087 
  * Includes repurchase of shares of common stock from company employees in connection with the company’s broad-based employee incentive plans, when applicable.
** As of September 30, 2017, our Board of Directors has authorized repurchases totaling up to $9 billion of our outstanding common stock. In October 2017, the Board of Directors authorized additional repurchases of $3 billion, which increased the total authorized repurchases to $12 billion. The authorizations do not have expiration dates. The share repurchases are expected to be funded primarily through available cash. The shares under these authorizations will be repurchased from time to time in the open market at the company’s discretion, subject to market conditions and other factors, and in accordance with applicable regulatory requirements. We are not obligated to acquire any particular amount of common stock and may commence, suspend or discontinue purchases at any time or from time to time without prior notice. Shares of stock repurchased are held as treasury shares.



Item 6. EXHIBITS
 
   Incorporated by Reference
Exhibit Number Exhibit DescriptionFormExhibit NumberFiling DateSEC File No.
 8-K4.12/23/2015001-36011
       
 8-K4.22/23/2015001-36011
       
 8-K4.32/23/2015001-36011
       
 8-K4.42/23/2015001-36011
       
 8-K4.210/17/2016001-36011
       
 8-K4.310/17/2016001-36011
       
 8-K4.210/13/2017001-36011
       
 8-K4.52/23/2015001-36011
       
 8-K4.62/23/2015001-36011
       
 8-K4.72/23/2015001-36011
       
 8-K4.410/17/2016001-36011
       
 8-K4.510/17/2016001-36011
       
 8-K4.410/13/2017001-36011
       

Exhibit
Number
Exhibit Description
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling DateSEC File No.
101.INS*Inline XBRL Instance Document.Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Schema Document.
101.CAL*Inline XBRL Calculation Linkbase Document.
101.LAB*Inline XBRL Labels Linkbase Document.
101.PRE*Inline XBRL Presentation Linkbase Document.
101.DEF*Inline XBRL Definition Linkbase Document.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.

57

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
PHILLIPS 66
PHILLIPS 66/s/ J. Scott Pruitt
/s/ Chukwuemeka A. Oyolu
Chukwuemeka A. OyoluJ. Scott Pruitt
Vice President and Controller
(Chief Accounting and Duly Authorized Officer)


Date: October 27, 2017

April 29, 2022
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