Condensed Consolidating Financial Information | Condensed Consolidating Financial Information Phillips 66 has issued $6 billion of senior notes, 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 June 30, 2017 Statement of Income Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Revenues and Other Income Sales and other operating revenues $ — 17,653 6,434 — 24,087 Equity in earnings of affiliates 608 585 121 (852 ) 462 Net gain (loss) on dispositions — (1 ) 15 — 14 Other income — 9 9 — 18 Intercompany revenues — 222 2,942 (3,164 ) — Total Revenues and Other Income 608 18,468 9,521 (4,016 ) 24,581 Costs and Expenses Purchased crude oil and products — 14,757 6,685 (3,089 ) 18,353 Operating expenses — 891 266 (20 ) 1,137 Selling, general and administrative expenses 1 335 106 (3 ) 439 Depreciation and amortization — 218 102 — 320 Impairments — 15 — — 15 Taxes other than income taxes — 1,451 1,905 — 3,356 Accretion on discounted liabilities — 5 1 — 6 Interest and debt expense 87 14 58 (52 ) 107 Total Costs and Expenses 88 17,686 9,123 (3,164 ) 23,733 Income before income taxes 520 782 398 (852 ) 848 Provision (benefit) for income taxes (30 ) 174 123 — 267 Net Income 550 608 275 (852 ) 581 Less: net income attributable to noncontrolling interests — — 31 — 31 Net Income Attributable to Phillips 66 $ 550 608 244 (852 ) 550 Comprehensive Income $ 693 751 372 (1,092 ) 724 Millions of Dollars Three Months Ended June 30, 2016 Statement of Income Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Revenues and Other Income Sales and other operating revenues $ — 15,237 6,612 — 21,849 Equity in earnings of affiliates 556 487 74 (682 ) 435 Net gain on dispositions — — 6 — 6 Other income — 9 8 — 17 Intercompany revenues — 219 2,126 (2,345 ) — Total Revenues and Other Income 556 15,952 8,826 (3,027 ) 22,307 Costs and Expenses Purchased crude oil and products — 12,473 6,014 (2,289 ) 16,198 Operating expenses — 781 223 (10 ) 994 Selling, general and administrative expenses 1 313 109 (2 ) 421 Depreciation and amortization — 203 87 — 290 Impairments — — 2 — 2 Taxes other than income taxes — 1,397 2,197 — 3,594 Accretion on discounted liabilities — 4 1 — 5 Interest and debt expense 91 9 27 (44 ) 83 Total Costs and Expenses 92 15,180 8,660 (2,345 ) 21,587 Income before income taxes 464 772 166 (682 ) 720 Provision (benefit) for income taxes (32 ) 216 20 — 204 Net Income 496 556 146 (682 ) 516 Less: net income attributable to noncontrolling interests — — 20 — 20 Net Income Attributable to Phillips 66 $ 496 556 126 (682 ) 496 Comprehensive Income $ 401 461 39 (480 ) 421 Millions of Dollars Six Months Ended June 30, 2017 Statement of Income Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Revenues and Other Income Sales and other operating revenues $ — 33,903 13,078 — 46,981 Equity in earnings of affiliates 1,203 1,069 236 (1,681 ) 827 Net gain on dispositions — — 15 — 15 Other income — 435 35 — 470 Intercompany revenues — 650 5,849 (6,499 ) — Total Revenues and Other Income 1,203 36,057 19,213 (8,180 ) 48,293 Costs and Expenses Purchased crude oil and products — 28,641 13,745 (6,354 ) 36,032 Operating expenses — 1,922 521 (36 ) 2,407 Selling, general and administrative expenses 4 624 200 (5 ) 823 Depreciation and amortization — 432 203 — 635 Impairments — 17 — — 17 Taxes other than income taxes — 2,823 3,689 — 6,512 Accretion on discounted liabilities — 9 2 — 11 Interest and debt expense 177 26 113 (104 ) 212 Foreign currency transaction gains — — (1 ) — (1 ) Total Costs and Expenses 181 34,494 18,472 (6,499 ) 46,648 Income before income taxes 1,022 1,563 741 (1,681 ) 1,645 Provision (benefit) for income taxes (63 ) 360 204 — 501 Net Income 1,085 1,203 537 (1,681 ) 1,144 Less: net income attributable to noncontrolling interests — — 59 — 59 Net Income Attributable to Phillips 66 $ 1,085 1,203 478 (1,681 ) 1,085 Comprehensive Income $ 1,271 1,389 662 (1,992 ) 1,330 Millions of Dollars Six Months Ended June 30, 2016 Statement of Income Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Revenues and Other Income Sales and other operating revenues $ — 26,935 12,323 — 39,258 Equity in earnings of affiliates 1,003 885 160 (1,280 ) 768 Net gain on dispositions — — 6 — 6 Other income — 24 11 — 35 Intercompany revenues — 397 3,713 (4,110 ) — Total Revenues and Other Income 1,003 28,241 16,213 (5,390 ) 40,067 Costs and Expenses Purchased crude oil and products — 21,467 10,659 (3,998 ) 28,128 Operating expenses — 1,613 422 (18 ) 2,017 Selling, general and administrative expenses 4 600 208 (5 ) 807 Depreciation and amortization — 403 167 — 570 Impairments — — 2 — 2 Taxes other than income taxes — 2,741 4,314 — 7,055 Accretion on discounted liabilities — 8 2 — 10 Interest and debt expense 184 17 57 (89 ) 169 Foreign currency transaction gains — — (7 ) — (7 ) Total Costs and Expenses 188 26,849 15,824 (4,110 ) 38,751 Income before income taxes 815 1,392 389 (1,280 ) 1,316 Provision (benefit) for income taxes (66 ) 389 79 — 402 Net Income 881 1,003 310 (1,280 ) 914 Less: net income attributable to noncontrolling interests — — 33 — 33 Net Income Attributable to Phillips 66 $ 881 1,003 277 (1,280 ) 881 Comprehensive Income $ 782 904 191 (1,062 ) 815 Millions of Dollars June 30, 2017 Balance Sheet Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Assets Cash and cash equivalents $ — 541 1,620 — 2,161 Accounts and notes receivable 10 3,997 3,543 (1,956 ) 5,594 Inventories — 2,855 1,390 — 4,245 Prepaid expenses and other current assets 1 318 137 — 456 Total Current Assets 11 7,711 6,690 (1,956 ) 12,456 Investments and long-term receivables 30,151 22,151 8,991 (47,786 ) 13,507 Net properties, plants and equipment — 13,077 8,216 — 21,293 Goodwill — 2,853 417 — 3,270 Intangibles — 726 163 — 889 Other assets 14 241 161 (3 ) 413 Total Assets $ 30,176 46,759 24,638 (49,745 ) 51,828 Liabilities and Equity Accounts payable $ — 5,638 2,873 (1,956 ) 6,555 Short-term debt 449 13 31 — 493 Accrued income and other taxes — 397 496 — 893 Employee benefit obligations — 315 44 — 359 Other accruals 54 341 179 — 574 Total Current Liabilities 503 6,704 3,623 (1,956 ) 8,874 Long-term debt 6,969 52 2,451 — 9,472 Asset retirement obligations and accrued environmental costs — 461 164 — 625 Deferred income taxes — 4,958 2,610 (3 ) 7,565 Employee benefit obligations — 971 279 — 1,250 Other liabilities and deferred credits 307 3,854 3,989 (7,914 ) 236 Total Liabilities 7,779 17,000 13,116 (9,873 ) 28,022 Common stock 10,176 25,403 10,438 (35,841 ) 10,176 Retained earnings 13,030 5,165 (1 ) (5,193 ) 13,001 Accumulated other comprehensive loss (809 ) (809 ) (353 ) 1,162 (809 ) Noncontrolling interests — — 1,438 — 1,438 Total Liabilities and Equity $ 30,176 46,759 24,638 (49,745 ) 51,828 Millions of Dollars December 31, 2016 Balance Sheet Phillips 66 Phillips 66 Company All Other Subsidiaries Consolidating Adjustments Total Consolidated Assets Cash and cash equivalents $ — 854 1,857 — 2,711 Accounts and notes receivable 13 4,336 3,276 (1,228 ) 6,397 Inventories — 2,198 952 — 3,150 Prepaid expenses and other current assets 2 317 103 — 422 Total Current Assets 15 7,705 6,188 (1,228 ) 12,680 Investments and long-term receivables 31,165 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 assets 15 245 168 (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 debt 500 30 20 — 550 Accrued income and other taxes — 348 457 — 805 Employee benefit obligations — 475 52 — 527 Other accruals 59 371 90 — 520 Total Current Liabilities 559 6,850 3,282 (1,228 ) 9,463 Long-term debt 6,920 150 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 credits 1,297 3,337 4,060 (8,431 ) 263 Total Liabilities 8,776 16,177 12,636 (9,661 ) 27,928 Common stock 10,777 25,403 10,117 (35,520 ) 10,777 Retained earnings 12,637 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 Six Months Ended June 30, 2017 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 Operating Activities $ 1,143 701 1,104 (1,632 ) 1,316 Cash Flows From Investing Activities Capital expenditures and investments* — (675 ) (393 ) 140 (928 ) Proceeds from asset dispositions** — 2 49 — 51 Intercompany lending activities 256 855 (1,111 ) — — Collection of advances/loans—related parties — 75 250 — 325 Restricted cash received from consolidation of business — — 318 — 318 Other — (59 ) (2 ) — (61 ) Net Cash Provided by (Used in) Investing Activities 256 198 (889 ) 140 (295 ) Cash Flows From Financing Activities Issuance of debt 1,500 — 1,103 — 2,603 Repayment of debt (1,500 ) (10 ) (1,400 ) — (2,910 ) Issuance of common stock 6 — — — 6 Repurchase of common stock (666 ) — — — (666 ) Dividends paid on common stock (686 ) (1,202 ) (430 ) 1,632 (686 ) Distributions to noncontrolling interests — — (54 ) — (54 ) Net proceeds from issuance of Phillips 66 Partners LP common units — — 171 — 171 Other* (53 ) — 139 (140 ) (54 ) Net Cash Used in Financing Activities (1,399 ) (1,212 ) (471 ) 1,492 (1,590 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — — 19 — 19 Net Change in Cash, Cash Equivalents and Restricted Cash — (313 ) (237 ) — (550 ) 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 $ — 541 1,620 — 2,161 * Includes intercompany capital contributions. ** Includes return of investments in equity affiliates. Millions of Dollars Six Months Ended June 30, 2016 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 Operating Activities $ 2,486 1,259 876 (3,208 ) 1,413 Cash Flows From Investing Activities Capital expenditures and investments* — (685 ) (723 ) 38 (1,370 ) Proceeds from asset dispositions** — 3 12 — 15 Intercompany lending activities (1,190 ) 2,295 (1,105 ) — — Advances/loans—related parties — (75 ) (107 ) — (182 ) Other — 13 (88 ) — (75 ) Net Cash Provided by (Used in) Investing Activities (1,190 ) 1,551 (2,011 ) 38 (1,612 ) Cash Flows From Financing Activities Issuance of debt — — 150 — 150 Repayment of debt — (11 ) (155 ) — (166 ) Issuance of common stock 9 — — — 9 Repurchase of common stock (633 ) — — — (633 ) Dividends paid on common stock (625 ) (2,528 ) (680 ) 3,208 (625 ) Distributions to noncontrolling interests — — (28 ) — (28 ) Net proceeds from issuance of Phillips 66 Partners LP common units — — 669 — 669 Other* (47 ) 18 40 (38 ) (27 ) Net Cash Used in Financing Activities (1,296 ) (2,521 ) (4 ) 3,170 (651 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — — 8 — 8 Net Change in Cash, Cash Equivalents and Restricted Cash — 289 (1,131 ) — (842 ) 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 $ — 864 1,368 — 2,232 * Includes intercompany capital contributions. ** Includes return of investments in equity affiliates. |