Condensed Consolidating Financial Information | Condensed Consolidating Financial Information Our $7.5 billion of outstanding Senior Notes were issued by Phillips 66 and are guaranteed by Phillips 66 Company, a 100 -percent-owned subsidiary. Phillips 66 Company has fully and unconditionally guaranteed the payment obligations of Phillips 66 with respect to these debt securities. 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 Year Ended December 31, 2015 Statement of Income Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Revenues and Other Income Sales and other operating revenues $ — 68,478 30,497 — 98,975 Equity in earnings (losses) of affiliates 4,470 2,812 (134 ) (5,575 ) 1,573 Net gain (loss) on dispositions — (115 ) 398 — 283 Other income — 81 37 — 118 Intercompany revenues — 1,071 9,845 (10,916 ) — Total Revenues and Other Income 4,470 72,327 40,643 (16,491 ) 100,949 Costs and Expenses Purchased crude oil and products — 54,925 29,221 (10,747 ) 73,399 Operating expenses 4 3,412 917 (39 ) 4,294 Selling, general and administrative expenses 5 1,265 416 (16 ) 1,670 Depreciation and amortization — 818 260 — 1,078 Impairments — 4 3 — 7 Taxes other than income taxes — 5,505 8,572 — 14,077 Accretion on discounted liabilities — 16 5 — 21 Interest and debt expense 365 25 34 (114 ) 310 Foreign currency transaction losses — 1 48 — 49 Total Costs and Expenses 374 65,971 39,476 (10,916 ) 94,905 Income from continuing operations before income taxes 4,096 6,356 1,167 (5,575 ) 6,044 Provision (benefit) for income taxes (131 ) 1,886 9 — 1,764 Income from Continuing Operations 4,227 4,470 1,158 (5,575 ) 4,280 Income from discontinued operations — — — — — Net income 4,227 4,470 1,158 (5,575 ) 4,280 Less: net income attributable to noncontrolling interests — — 53 — 53 Net Income Attributable to Phillips 66 $ 4,227 4,470 1,105 (5,575 ) 4,227 Comprehensive Income $ 4,105 4,348 1,032 (5,327 ) 4,158 Millions of Dollars Year Ended December 31, 2014 Statement of Income Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Revenues and Other Income Sales and other operating revenues $ — 109,078 52,134 — 161,212 Equity in earnings of affiliates 4,257 3,021 444 (5,256 ) 2,466 Net gain (loss) on dispositions — (46 ) 341 — 295 Other income — 105 15 — 120 Intercompany revenues — 2,411 18,772 (21,183 ) — Total Revenues and Other Income 4,257 114,569 71,706 (26,439 ) 164,093 Costs and Expenses Purchased crude oil and products — 97,783 58,984 (21,019 ) 135,748 Operating expenses 2 3,600 870 (37 ) 4,435 Selling, general and administrative expenses 6 1,224 502 (69 ) 1,663 Depreciation and amortization — 761 234 — 995 Impairments — 3 147 — 150 Taxes other than income taxes — 5,478 9,563 (1 ) 15,040 Accretion on discounted liabilities — 18 6 — 24 Interest and debt expense 286 18 20 (57 ) 267 Foreign currency transaction gains — — 26 — 26 Total Costs and Expenses 294 108,885 70,352 (21,183 ) 158,348 Income from continuing operations before income taxes 3,963 5,684 1,354 (5,256 ) 5,745 Provision (benefit) for income taxes (103 ) 1,427 330 — 1,654 Income from Continuing Operations 4,066 4,257 1,024 (5,256 ) 4,091 Income from discontinued operations* 696 — 10 — 706 Net income 4,762 4,257 1,034 (5,256 ) 4,797 Less: net income attributable to noncontrolling interests — — 35 — 35 Net Income Attributable to Phillips 66 $ 4,762 4,257 999 (5,256 ) 4,762 Comprehensive Income $ 4,194 3,689 721 (4,375 ) 4,229 *Net of provision for income taxes on discontinued operations: $ — — 5 — 5 Millions of Dollars Year Ended December 31, 2013 Statement of Income Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Revenues and Other Income Sales and other operating revenues $ — 113,499 58,097 — 171,596 Equity in earnings of affiliates 3,905 3,363 509 (4,704 ) 3,073 Net gain on dispositions — 49 6 — 55 Other income (loss) (3 ) 53 35 — 85 Intercompany revenues — 1,796 19,623 (21,419 ) — Total Revenues and Other Income 3,902 118,760 78,270 (26,123 ) 174,809 Costs and Expenses Purchased crude oil and products — 102,780 66,746 (21,281 ) 148,245 Operating expenses — 3,442 790 (26 ) 4,206 Selling, general and administrative expenses 6 1,025 540 (93 ) 1,478 Depreciation and amortization — 730 217 — 947 Impairments — — 29 — 29 Taxes other than income taxes — 5,147 8,973 (1 ) 14,119 Accretion on discounted liabilities — 19 5 — 24 Interest and debt expense 266 13 14 (18 ) 275 Foreign currency transaction gains — — (40 ) — (40 ) Total Costs and Expenses 272 113,156 77,274 (21,419 ) 169,283 Income from continuing operations before income taxes 3,630 5,604 996 (4,704 ) 5,526 Provision (benefit) for income taxes (96 ) 1,699 241 — 1,844 Income from Continuing Operations 3,726 3,905 755 (4,704 ) 3,682 Income from discontinued operations* — — 61 — 61 Net income 3,726 3,905 816 (4,704 ) 3,743 Less: net income attributable to noncontrolling interests — — 17 — 17 Net Income Attributable to Phillips 66 $ 3,726 3,905 799 (4,704 ) 3,726 Comprehensive Income $ 4,077 4,256 839 (5,078 ) 4,094 *Net of provision for income taxes on discontinued operations: $ — — 34 — 34 Millions of Dollars At December 31, 2015 Balance Sheet Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Assets Cash and cash equivalents $ — 575 2,499 — 3,074 Accounts and notes receivable 14 3,643 2,217 (701 ) 5,173 Inventories — 2,171 1,306 — 3,477 Prepaid expenses and other current assets 2 382 148 — 532 Total Current Assets 16 6,771 6,170 (701 ) 12,256 Investments and long-term receivables 33,315 24,068 7,395 (52,635 ) 12,143 Net properties, plants and equipment — 12,651 7,070 — 19,721 Goodwill — 3,040 235 — 3,275 Intangibles — 726 180 — 906 Other assets 16 154 113 (4 ) 279 Total Assets $ 33,347 47,410 21,163 (53,340 ) 48,580 Liabilities and Equity Accounts payable $ — 4,015 2,341 (701 ) 5,655 Short-term debt — 25 19 — 44 Accrued income and other taxes — 320 558 — 878 Employee benefit obligations — 528 48 — 576 Other accruals 59 240 79 — 378 Total Current Liabilities 59 5,128 3,045 (701 ) 7,531 Long-term debt 7,413 158 1,272 — 8,843 Asset retirement obligations and accrued environmental costs — 496 169 — 665 Deferred income taxes — 4,500 1,545 (4 ) 6,041 Employee benefit obligations — 1,094 191 — 1,285 Other liabilities and deferred credits 2,746 2,765 3,734 (8,968 ) 277 Total Liabilities 10,218 14,141 9,956 (9,673 ) 24,642 Common stock 11,405 25,404 10,688 (36,092 ) 11,405 Retained earnings 12,377 8,518 (200 ) (8,347 ) 12,348 Accumulated other comprehensive income (loss) (653 ) (653 ) (119 ) 772 (653 ) Noncontrolling interests — — 838 — 838 Total Liabilities and Equity $ 33,347 47,410 21,163 (53,340 ) 48,580 Millions of Dollars At December 31, 2014 Balance Sheet Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Assets Cash and cash equivalents $ — 2,045 3,162 — 5,207 Accounts and notes receivable 14 5,069 3,274 (1,102 ) 7,255 Inventories — 2,026 1,371 — 3,397 Prepaid expenses and other current assets* 5 429 399 — 833 Total Current Assets 19 9,569 8,206 (1,102 ) 16,692 Investments and long-term receivables 30,141 18,896 4,631 (43,479 ) 10,189 Net properties, plants and equipment — 12,267 5,079 — 17,346 Goodwill — 3,040 234 — 3,274 Intangibles — 694 206 — 900 Other assets* 16 159 120 (4 ) 291 Total Assets $ 30,176 44,625 18,476 (44,585 ) 48,692 Liabilities and Equity Accounts payable $ — 5,618 3,548 (1,102 ) 8,064 Short-term debt 798 26 18 — 842 Accrued income and other taxes — 356 522 — 878 Employee benefit obligations — 409 53 — 462 Other accruals 65 242 541 — 848 Total Current Liabilities 863 6,651 4,682 (1,102 ) 11,094 Long-term debt* 7,409 159 225 — 7,793 Asset retirement obligations and accrued environmental costs — 494 189 — 683 Deferred income taxes — 4,240 1,255 (4 ) 5,491 Employee benefit obligations — 1,074 231 — 1,305 Other liabilities and deferred credits 285 1,919 2,126 (4,041 ) 289 Total Liabilities 8,557 14,537 8,708 (5,147 ) 26,655 Common stock 12,812 25,405 8,240 (33,645 ) 12,812 Retained earnings 9,338 5,214 1,074 (6,317 ) 9,309 Accumulated other comprehensive income (loss) (531 ) (531 ) 7 524 (531 ) Noncontrolling interests — — 447 — 447 Total Liabilities and Equity $ 30,176 44,625 18,476 (44,585 ) 48,692 *Prior period amounts have been retrospectively adjusted for Accounting Standards Update No. 2015-03. Millions of Dollars Year Ended December 31, 2015 Statement of Cash Flows Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Cash Flows From Operating Activities Net cash provided by continuing operating activities $ 1,060 4,879 2,564 (2,790 ) 5,713 Net cash provided by discontinued operations — — — — — Net Cash Provided by Operating Activities 1,060 4,879 2,564 (2,790 ) 5,713 Cash Flows From Investing Activities Capital expenditures and investments* — (2,815 ) (5,283 ) 2,334 (5,764 ) Proceeds from asset dispositions** — 774 178 (882 ) 70 Intercompany lending activities 2,461 (3,153 ) 692 — — Advances/loans—related parties — (50 ) — — (50 ) Collection of advances/loans—related parties — 50 — — 50 Other — 6 (50 ) — (44 ) Net cash provided by (used in) continuing investing activities 2,461 (5,188 ) (4,463 ) 1,452 (5,738 ) Net cash provided by (used in) discontinued operations — — — — — Net Cash Provided by (Used in) Investing Activities 2,461 (5,188 ) (4,463 ) 1,452 (5,738 ) Cash Flows From Financing Activities Issuance of debt — — 1,169 — 1,169 Repayment of debt (800 ) (23 ) (103 ) — (926 ) Issuance of common stock (19 ) — — — (19 ) Repurchase of common stock (1,512 ) — — — (1,512 ) Dividends paid on common stock (1,172 ) (1,172 ) (1,576 ) 2,748 (1,172 ) Distributions to controlling interests — — (186 ) 186 — Distributions to noncontrolling interests — — (46 ) — (46 ) Net proceeds from issuance of Phillips 66 Partners LP common units — — 384 — 384 Other* (18 ) 34 1,585 (1,596 ) 5 Net cash provided by (used in) continuing financing activities (3,521 ) (1,161 ) 1,227 1,338 (2,117 ) Net cash provided by (used in) discontinued operations — — — — — Net Cash Provided by (Used in) Financing Activities (3,521 ) (1,161 ) 1,227 1,338 (2,117 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — 9 — 9 Net Change in Cash and Cash Equivalents — (1,470 ) (663 ) — (2,133 ) Cash and cash equivalents at beginning of period — 2,045 3,162 — 5,207 Cash and Cash Equivalents at End of Period $ — 575 2,499 — 3,074 * Includes intercompany capital contributions. ** Includes return of investments in equity affiliates and working capital true-ups on dispositions. Millions of Dollars Year Ended December 31, 2014 Statement of Cash Flows Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Cash Flows From Operating Activities Net cash provided by (used in) continuing operating activities $ (47 ) 2,551 1,527 (504 ) 3,527 Net cash provided by discontinued operations — — 2 — 2 Net Cash Provided by (Used in) Operating Activities (47 ) 2,551 1,529 (504 ) 3,529 Cash Flows From Investing Activities Capital expenditures and investments* — (2,230 ) (2,532 ) 989 (3,773 ) Proceeds from asset dispositions — 960 687 (403 ) 1,244 Intercompany lending activities** 1,397 (1,402 ) 5 — — Advances/loans—related parties — — (3 ) — (3 ) Other — (13 ) 251 — 238 Net cash provided by (used in) continuing investing activities 1,397 (2,685 ) (1,592 ) 586 (2,294 ) Net cash used in discontinued operations — — (2 ) — (2 ) Net Cash Provided by (Used in) Investing Activities 1,397 (2,685 ) (1,594 ) 586 (2,296 ) Cash Flows From Financing Activities Issuance of debt 2,459 — 28 — 2,487 Repayment of debt — (20 ) (29 ) — (49 ) Issuance of common stock 1 — — — 1 Repurchase of common stock (2,282 ) — — — (2,282 ) Share exchange—PSPI transaction (450 ) — — — (450 ) Dividends paid on common stock (1,062 ) — (443 ) 443 (1,062 ) Distributions to controlling interests — — (323 ) 323 — Distributions to noncontrolling interests — — (30 ) — (30 ) Other* (16 ) 37 850 (848 ) 23 Net cash provided by (used in) continuing financing activities (1,350 ) 17 53 (82 ) (1,362 ) Net cash provided by (used in) discontinued operations — — — — — Net Cash Provided by (Used in) Financing Activities (1,350 ) 17 53 (82 ) (1,362 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (64 ) — (64 ) Net Change in Cash and Cash Equivalents — (117 ) (76 ) — (193 ) Cash and cash equivalents at beginning of period — 2,162 3,238 — 5,400 Cash and Cash Equivalents at End of Period $ — 2,045 3,162 — 5,207 * Includes intercompany capital contributions. ** Non-cash investing activity: In the fourth quarter of 2014, Phillips 66 Company declared and distributed $6.1 billion of its Phillips 66 intercompany receivables to Phillips 66. Millions of Dollars Year Ended December 31, 2013 Statement of Cash Flows Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Cash Flows From Operating Activities Net cash provided by continuing operating activities $ 5 4,972 1,045 (80 ) 5,942 Net cash provided by discontinued operations — — 85 — 85 Net Cash Provided by Operating Activities 5 4,972 1,130 (80 ) 6,027 Cash Flows From Investing Activities Capital expenditures and investments* — (1,108 ) (690 ) 19 (1,779 ) Proceeds from asset dispositions — 63 1,151 — 1,214 Intercompany lending activities 4,055 (4,206 ) 151 — — Advances/loans—related parties — — (65 ) — (65 ) Collection of advances/loans—related parties — — 165 — 165 Other — 42 6 — 48 Net cash provided by (used in) continuing investing activities 4,055 (5,209 ) 718 19 (417 ) Net cash used in discontinued operations — — (27 ) — (27 ) Net Cash Provided by (Used in) Investing Activities 4,055 (5,209 ) 691 19 (444 ) Cash Flows From Financing Activities Repayment of debt (1,000 ) (18 ) (2 ) — (1,020 ) Issuance of common stock 6 — — — 6 Repurchase of common stock (2,246 ) — — — (2,246 ) Dividends paid on common stock (807 ) — (72 ) 72 (807 ) Distributions to controlling interests — — (8 ) 8 — Distributions to noncontrolling interests — — (10 ) — (10 ) Net proceeds from issuance of Phillips 66 Partners LP common units — — 404 — 404 Other* (13 ) 7 19 (19 ) (6 ) Net cash provided by (used in) continuing financing activities (4,060 ) (11 ) 331 61 (3,679 ) Net cash provided by (used in) discontinued operations — — — — — Net Cash Provided by (Used in) Financing Activities (4,060 ) (11 ) 331 61 (3,679 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — 22 — 22 Net Change in Cash and Cash Equivalents — (248 ) 2,174 — 1,926 Cash and cash equivalents at beginning of period — 2,410 1,064 — 3,474 Cash and Cash Equivalents at End of Period $ — 2,162 3,238 — 5,400 * Includes intercompany capital contributions. |