Investments, Loans and Long-Term Receivables | Investments, Loans and Long-Term Receivables Components of investments and long-term receivables at December 31 were: Millions of Dollars 2021 2020 Equity investments $ 12,832 13,037 Other investments 680 145 Loans and long-term receivables 959 442 $ 14,471 13,624 Equity Investments Significant affiliated companies accounted for under the equity method, including nonconsolidated VIEs, at December 31, 2021 and 2020, included: • Chevron Phillips Chemical Company LLC (CPChem) —50 percent-owned joint venture that manufactures and markets petrochemicals and plastics. We have multiple long-term supply and purchase agreements in place with CPChem with extension options. These agreements cover sales and purchases of refined petroleum products, solvents, fuel gas, natural gas, NGL, and other petrochemical feedstocks. All products are purchased and sold under specified pricing formulas based on various published pricing indices. At December 31, 2021 and 2020, the book value of our investment in CPChem was $6,369 million and $6,126 million, respectively. • WRB Refining LP (WRB) —50 percent-owned joint venture that owns the Wood River and Borger refineries located in Roxana, Illinois, and Borger, Texas, respectively, for which we are the operator and managing partner. We have a basis difference for our investment in WRB because the carrying value of our investment is lower than our share of WRB’s recorded net assets. This basis difference was primarily the result of our contribution of these refineries to WRB. On the contribution closing date, a basis difference was created because the fair value of the contributed assets recorded by WRB exceeded our historical book value. The contribution-related basis difference is primarily being amortized and recognized as a benefit to equity earnings over a period of 26 years, which was the estimated remaining useful life of the refineries’ PP&E at the contribution closing date. At December 31, 2021, the aggregate remaining basis difference for this investment was $2,062 million. Equity earnings for the years ended December 31, 2021, 2020 and 2019, were increased by $186 million, $180 million and $182 million, respectively, due to the amortization of our aggregate basis difference. At December 31, 2021 and 2020, the book value of our investment in WRB was $1,652 million and $1,819 million, respectively. We and our co-venturer provided member loans to WRB. At December 31, 2021 and 2020, our 50% share of the outstanding member loan balance, including accrued interest, was $595 million and $277 million, respectively. • Gray Oak Pipeline, LLC —Phillips 66 Partners LP (Phillips 66 Partners) has a consolidated holding company that owns 65% of Gray Oak Pipeline, LLC. Phillips 66 Partners’ effective ownership interest in Gray Oak Pipeline, LLC is 42.25%, after considering a co-venturer’s 35% interest in the consolidated holding company. The Gray Oak Pipeline, which commenced full operations in the second quarter of 2020, transports crude oil from the Permian and Eagle Ford to Texas Gulf Coast destinations that include Corpus Christi, Texas, and the Sweeny area, including our Sweeny Refinery. At December 31, 2021 and 2020, Phillips 66 Partners’ investment in the Gray Oak Pipeline had a book value of $812 million and $860 million, respectively. See Note 27—Phillips 66 Partners LP, for additional information regarding Phillips 66 Partners’ ownership in the consolidated holding company and Gray Oak Pipeline, LLC. • DCP Sand Hills Pipeline, LLC (Sand Hills) —Phillips 66 Partners’ 33 percent-owned joint venture that owns an NGL pipeline system that extends from the Permian Basin and Eagle Ford to facilities on the Texas Gulf Coast and to the Mont Belvieu, Texas, market hub. The Sand Hills Pipeline system is operated by DCP Midstream, LP (DCP Partners). At December 31, 2021 and 2020, the book value of Phillips 66 Partners’ investment in Sand Hills was $577 million and $582 million, respectively. • Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO) —Two Phillips 66 Partners 25 percent-owned joint ventures. Dakota Access owns a pipeline system that transports crude oil from the Bakken/Three Forks production area in North Dakota to Patoka, Illinois, and ETCO owns a connecting crude oil pipeline system from Patoka to Nederland, Texas. These two pipeline systems collectively form the Bakken Pipeline system, which is operated by a co-venturer. In 2020, the trial court presiding over litigation regarding the Dakota Access Pipeline ordered the U.S. Army Corps of Engineers (USACE) to prepare an Environmental Impact Statement (EIS) relating to an easement under Lake Oahe in North Dakota and later vacated the easement. Although the easement has been vacated, the USACE has indicated that it will not take action to stop pipeline operations while it proceeds with the EIS, which is expected to be completed in the second half of 2022. In May 2021, the court denied a request for an injunction to shut down the pipeline while the EIS is being prepared and, in June 2021, dismissed the litigation. It is possible that the litigation could be reopened or new litigation challenging the EIS, once completed, 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 judgment that ordered the EIS and vacated the easement. In March 2019, a wholly owned subsidiary of Dakota Access closed an offering of $2.5 billion aggregate principal amount of senior unsecured notes consisting of: • $650 million aggregate principal amount of 3.625% Senior Notes due 2022. • $1.0 billion aggregate principal amount of 3.900% Senior Notes due 2024. • $850 million aggregate principal amount of 4.625% Senior Notes due 2029. Dakota Access and ETCO have guaranteed repayment of the notes. In addition, Phillips 66 Partners 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. Contributions may be required if Dakota Access determines that the issues included in any such final judgment cannot be remediated and Dakota Access has or is projected to have insufficient funds to satisfy repayment of the notes. If Dakota Access undertakes remediation to cure issues raised in a final judgment, contributions may be required if any series of the notes become due, whether by acceleration or at maturity, during such time, to the extent Dakota Access has or is projected to have insufficient funds to pay such amounts. At December 31, 2021, Phillips 66 Partners’ 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, Phillips 66 Partners also could be required to support its 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 December 31, 2021 and 2020, the aggregate book value of Phillips 66 Partners’ investments in Dakota Access and ETCO was $574 million and $577 million, respectively. • Rockies Express Pipeline LLC (REX) —25 percent-owned joint venture that owns a natural gas pipeline system that extends from Wyoming and Colorado to Ohio with a bidirectional section that extends from Ohio to Illinois. The REX Pipeline system is operated by our co-venturer. We have a basis difference for our investment in REX because the carrying value of our investment is lower than our share of REX’s recorded net assets. This basis difference was created by historical impairment charges we recorded for this investment and is being amortized and recognized as a benefit to equity earnings over a period of 25 years, which was the estimated remaining useful life of REX’s PP&E when the impairment charges were recorded. At December 31, 2021, the remaining basis difference for this investment was $300 million. Equity earnings for each of the years ended December 31, 2021, 2020 and 2019, were increased by $19 million due to the amortization of our basis difference. At December 31, 2021 and 2020, the book value of our investment in REX was $510 million and $547 million, respectively. • DCP Midstream, LLC (DCP Midstream) —50 percent-owned joint venture that owns and operates NGL and gas pipelines, gas plants, gathering systems, storage facilities and fractionation plants, through its subsidiary DCP Partners. DCP Midstream markets a portion of its NGL to us and our equity affiliates. We have a basis difference for our investment in DCP Midstream because the carrying value of our investment is lower than our share of DCP Midstream’s recorded net assets. This basis difference was the result of impairment charges recorded on our investment in 2020 and 2019. This basis difference is being amortized and recognized as a benefit to equity earnings over a period of 22 years, which was the estimated remaining useful life of DCP Midstream’s PP&E when the impairment charges were recorded. At December 31, 2021, the aggregate remaining basis difference for this investment was $1,646 million. Equity earnings for the years ended December 31, 2021, 2020 and 2019, were increased by $82 million, $71 million and $10 million, respectively, due to the amortization of our basis difference. See Note 9—Impairments, and Note 16—Fair Value Measurements for additional information regarding the impairments and the techniques used to determine the fair value of our investment in DCP Midstream. At December 31, 2021 and 2020, the book value of our investment in DCP Midstream was $391 million and $297 million, respectively. • Bayou Bridge Pipeline, LLC (Bayou Bridge) —Phillips 66 Partners’ 40 percent-owned joint venture that owns a pipeline that transports crude oil from Nederland, Texas, to St. James, Louisiana. The Bayou Bridge Pipeline is operated by Phillips 66 Partners’ co-venturer. At December 31, 2021 and 2020, the book value of Phillips 66 Partners’ investment in Bayou Bridge was $277 million and $288 million, respectively. • CF United LLC (CF United) —A retail marketing joint venture with operations primarily on the U.S. West Coast. We own a 50% voting interest and a 48% economic interest in this joint venture. CF United is considered a 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 expires on March 31, 2024. The put option is viewed as a variable interest as the purchase 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 December 31, 2021, our maximum exposure to loss was comprised of our $277 million investment in CF United, and any potential future loss resulting from the put option, should the purchase price based on a fixed multiple exceed the then-current fair value of CF United. At December 31, 2020, the book value of our investment in CF United was $332 million. • DCP Southern Hills Pipeline, LLC (Southern Hills) —Phillips 66 Partners’ 33 percent-owned joint venture that owns an NGL pipeline system that extends from the Midcontinent region to the Mont Belvieu, Texas, market hub. The Southern Hills Pipeline system is operated by DCP Partners. At both December 31, 2021 and 2020, the book value of Phillips 66 Partners’ investment in Southern Hills was $217 million. • OnCue Holdings, LLC (OnCue) —50 percent-owned joint venture that owns and operates retail convenience stores. We fully guaranteed various debt agreements of OnCue, and our co-venturer did not participate in the guarantees. This entity is considered a VIE because our debt 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 December 31, 2021, our maximum exposure to loss was $183 million, which represented the book value of our investment in OnCue of $114 million and guaranteed debt obligations of $69 million. At December 31, 2020, the book value of our investment in OnCue was $96 million. • Liberty Pipeline LLC (Liberty) —In the first quarter of 2021, Phillips 66 Partners’ decision to exit the Liberty Pipeline project resulted in a $198 million before-tax impairment of its investment in Liberty. The impairment is included in the “Impairments” line item on our consolidated statement of operations for the year ended December 31, 2021. 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. At December 31, 2020, the book value of Phillips 66 Partners’ investment in Liberty was $241 million. See Note 9—Impairments, and Note 16—Fair Value Measurements, for additional information regarding the impairment and the techniques used to determine the fair value of Phillips 66 Partners’ investment in Liberty. Other Investments In September 2021, we acquired 78 million ordinary shares in NOVONIX Limited (NOVONIX), representing a 16% ownership interest, for $150 million. These ordinary shares 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 shares we own have a readily determinable fair value, our investment is recorded at fair value at the end of each reporting period. The fair value of our investment is recorded in the “Investments and long-term receivables” line item on our consolidated balance sheet, and the change in the fair value of our investment, or unrealized gain (loss), is recorded in the “Other income” line item on our consolidated statement of operations. The fair value of our investment in NOVONIX was $520 million at December 31, 2021. The unrealized investment gain, including foreign exchange impacts, was $370 million for the year ended December 31, 2021. See Note 16—Fair Value Measurements, for additional information regarding the recurring fair value measurement of our investment in NOVONIX. Total distributions received from affiliates were $3,043 million, $1,717 million, and $2,055 million for the years ended December 31, 2021, 2020 and 2019, respectively. In addition, at December 31, 2021, retained earnings included approximately $2.5 billion related to the undistributed earnings of affiliated companies. Summarized 100% financial information for all affiliated companies accounted for under the equity method, on a combined basis, was: Millions of Dollars 2021 2020 2019 Revenues $ 49,339 30,531 38,156 Income before income taxes 6,346 2,104 4,976 Net income 6,125 1,990 4,787 Current assets 7,866 6,210 6,654 Noncurrent assets 56,040 55,806 56,163 Current liabilities 7,952 5,391 6,094 Noncurrent liabilities 16,906 16,887 15,740 Noncontrolling interests 3,003 2,997 2,145 |