2019
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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December 31, 2019
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OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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Phillips 66
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(Exact name of registrant as specified in its charter)
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Delaware
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45-3779385
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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PSX
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
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Yes
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☐
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No
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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.
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☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
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☒
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No
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TABLE OF CONTENTS
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Item
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Page
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1)
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Midstream—Provides crude oil and refined petroleum product transportation, terminaling and processing services, as well as natural gas and natural gas liquids (NGL) transportation, storage, fractionation, processing and marketing services, mainly in the United States. This segment includes our master limited partnership (MLP), Phillips 66 Partners LP (Phillips 66 Partners), as well as our 50% equity investment in DCP Midstream, LLC (DCP Midstream).
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2)
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Chemicals—Consists of our 50% equity investment in Chevron Phillips Chemical Company LLC (CPChem), which manufactures and markets petrochemicals and plastics on a worldwide basis.
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3)
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Refining—Refines crude oil and other feedstocks into petroleum products, such as gasoline, distillates and aviation fuels, at 13 refineries in the United States and Europe.
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4)
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Marketing and Specialties (M&S)—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, such as base oils and lubricants.
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•
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Transportation—Transports crude oil and other feedstocks to our refineries and other locations, delivers refined petroleum products to market, and provides terminaling and storage services for crude oil and refined petroleum products.
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•
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NGL and Other—Transports, stores, fractionates, exports and markets NGL and provides other fee-based processing services.
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•
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DCP Midstream—Gathers, processes, transports and markets natural gas and transports, fractionates and markets NGL.
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Name
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State of
Origination/Terminus
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Interest
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Length
(Miles)
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Gross Capacity
(MBD)
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Crude Oil
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Bakken Pipeline †
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North Dakota/Texas
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25
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%
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1,918
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570
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Bayou Bridge †
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Texas/Louisiana
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40
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213
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480
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Clifton Ridge †
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Louisiana
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100
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10
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260
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CushPo †
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Oklahoma
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100
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62
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130
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Eagle Ford Gathering †
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Texas
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100
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28
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54
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Glacier †
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Montana
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79
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865
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126
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Gray Oak Pipeline* †
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Texas
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42
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840
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235
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Line 100
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California
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100
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79
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54
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Line 200
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California
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100
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228
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93
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Line 300
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California
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100
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61
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48
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Line 400
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California
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100
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153
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40
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Line O †
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Oklahoma/Texas
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100
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276
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37
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New Mexico Crude †
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New Mexico/Texas
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100
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227
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106
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North Texas Crude †
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Texas
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100
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224
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28
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Oklahoma Crude †
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Texas/Oklahoma
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100
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217
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100
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Sacagawea †
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North Dakota
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50
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95
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175
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STACK PL †
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Oklahoma
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50
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149
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250
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Sweeny Crude
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Texas
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100
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56
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265
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West Texas Crude †
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Texas
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100
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1,079
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156
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Refined Petroleum Products
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ATA Line †
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Texas/New Mexico
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50
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293
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34
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Borger to Amarillo †
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Texas
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100
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93
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76
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Borger-Denver
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Texas/Colorado
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70
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397
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38
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Cherokee East †
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Oklahoma/Missouri
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100
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287
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55
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Cherokee North †
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Oklahoma/Kansas
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100
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29
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57
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Cherokee South †
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Oklahoma
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100
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98
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46
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Cross Channel Connector †
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Texas
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100
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5
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184
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Explorer †
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Texas/Indiana
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22
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1,830
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660
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Gold Line †
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Texas/Illinois
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100
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686
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120
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Heartland**
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Kansas/Iowa
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50
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49
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30
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LAX Jet Line
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California
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50
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19
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50
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Los Angeles Products
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California
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100
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22
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112
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Paola Products †
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Kansas
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100
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106
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96
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Pioneer
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Wyoming/Utah
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50
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562
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63
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Richmond
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California
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100
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14
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26
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SAAL †
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Texas
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33
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102
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32
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SAAL †
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Texas
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54
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19
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30
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Seminoe †
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Montana/Wyoming
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100
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342
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33
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Standish †
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Oklahoma/Kansas
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100
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92
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72
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Sweeny to Pasadena †
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Texas
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100
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120
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294
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Torrance Products
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California
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100
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8
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161
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Watson Products
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California
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100
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9
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238
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Yellowstone
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Montana/Washington
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46
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710
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66
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Name
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State of
Origination/Terminus
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Interest
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Length
(Miles)
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Gross Capacity
(MBD)
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NGL
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Blue Line
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Texas/Illinois
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100
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%
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688
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29
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Brown Line †
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Oklahoma/Kansas
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100
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76
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26
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Chisholm
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Oklahoma/Kansas
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50
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202
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42
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Conway to Wichita
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Kansas
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100
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55
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38
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Medford †
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Oklahoma
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100
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42
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10
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Powder River
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Wyoming/Texas
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100
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716
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14
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River Parish NGL †
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Louisiana
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100
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510
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133
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Sand Hills †
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New Mexico/Texas
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33
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1,506
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500
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Skelly-Belvieu
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Texas
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50
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571
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45
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Southern Hills †
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Kansas/Texas
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33
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981
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192
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Sweeny LPG
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Texas
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100
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232
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942
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Sweeny NGL
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Texas
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100
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18
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204
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TX Panhandle Y1/Y2
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Texas
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100
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289
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61
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Natural Gas
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|
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Rockies Express***
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East to West
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Ohio/Illinois
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25
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661
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2.6 Bcf/d
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West to East
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Colorado/Ohio
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25
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1,712
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1.8 Bcf/d
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Facility Name
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Location
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Commodity Handled
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Interest
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Gross Storage Capacity (MBbl)
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Gross Rack Capacity (MBD)
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Albuquerque †
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New Mexico
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Refined Petroleum Products
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100
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%
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274
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20
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Amarillo †
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Texas
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Refined Petroleum Products
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100
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296
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23
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Beaumont
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Texas
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Crude Oil, Refined Petroleum Products
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100
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15,500
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8
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Billings
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Montana
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Refined Petroleum Products
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100
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88
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|
12
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Billings Crude †
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Montana
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Crude Oil
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100
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236
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N/A
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Borger
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Texas
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Crude Oil
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50
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|
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772
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N/A
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Bozeman
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Montana
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Refined Petroleum Products
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|
100
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|
|
130
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|
|
5
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Buffalo Crude †
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Montana
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Crude Oil
|
|
100
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|
|
303
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N/A
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Casper †
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Wyoming
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Refined Petroleum Products
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|
100
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|
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365
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7
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Clemens †
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Texas
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NGL
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100
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9,000
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N/A
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Clifton Ridge †
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Louisiana
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Crude Oil
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|
100
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|
|
3,800
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|
|
N/A
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Coalinga
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|
California
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|
Crude Oil
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|
100
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|
|
817
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|
|
N/A
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Colton
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|
California
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|
Refined Petroleum Products
|
|
100
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|
|
207
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|
|
20
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|
Cushing †
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Oklahoma
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Crude Oil
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|
100
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|
|
675
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N/A
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Cut Bank †
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Montana
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Crude Oil
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|
100
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|
|
315
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|
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N/A
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Denver
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|
Colorado
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|
Refined Petroleum Products
|
|
100
|
|
|
310
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|
|
43
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|
Des Moines
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Iowa
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Refined Petroleum Products
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|
50
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|
|
217
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|
|
12
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East St. Louis †
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Illinois
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Refined Petroleum Products
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|
100
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2,031
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62
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Freeport
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Texas
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Crude Oil, Refined Petroleum Products, NGL
|
|
100
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|
|
3,485
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|
|
N/A
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Glenpool †
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Oklahoma
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Refined Petroleum Products
|
|
100
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|
|
571
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|
|
18
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|
Great Falls
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Montana
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|
Refined Petroleum Products
|
|
100
|
|
|
198
|
|
|
6
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|
Hartford †
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Illinois
|
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Refined Petroleum Products
|
|
100
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|
|
1,468
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|
|
21
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|
Helena
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Montana
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|
Refined Petroleum Products
|
|
100
|
|
|
195
|
|
|
5
|
|
Jefferson City †
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|
Missouri
|
|
Refined Petroleum Products
|
|
100
|
|
|
103
|
|
|
15
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|
Jones Creek
|
|
Texas
|
|
Crude Oil
|
|
100
|
|
|
2,580
|
|
|
N/A
|
|
Junction
|
|
California
|
|
Crude Oil, Refined Petroleum Products
|
|
100
|
|
|
524
|
|
|
N/A
|
|
Kansas City †
|
|
Kansas
|
|
Refined Petroleum Products
|
|
100
|
|
|
1,410
|
|
|
50
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|
Keene †
|
|
North Dakota
|
|
Crude Oil
|
|
50
|
|
|
503
|
|
|
N/A
|
|
La Junta
|
|
Colorado
|
|
Refined Petroleum Products
|
|
100
|
|
|
109
|
|
|
5
|
|
Lake Charles Pipeline Storage
|
|
Louisiana
|
|
Refined Petroleum Products
|
|
50
|
|
|
3,143
|
|
|
N/A
|
|
Lincoln
|
|
Nebraska
|
|
Refined Petroleum Products
|
|
100
|
|
|
217
|
|
|
12
|
|
Linden †
|
|
New Jersey
|
|
Refined Petroleum Products
|
|
100
|
|
|
360
|
|
|
95
|
|
Los Angeles
|
|
California
|
|
Refined Petroleum Products
|
|
100
|
|
|
156
|
|
|
80
|
|
Lubbock †
|
|
Texas
|
|
Refined Petroleum Products
|
|
100
|
|
|
182
|
|
|
18
|
|
Medford Spheres †
|
|
Oklahoma
|
|
NGL
|
|
100
|
|
|
70
|
|
|
N/A
|
|
Missoula
|
|
Montana
|
|
Refined Petroleum Products
|
|
50
|
|
|
365
|
|
|
14
|
|
Moses Lake
|
|
Washington
|
|
Refined Petroleum Products
|
|
50
|
|
|
216
|
|
|
10
|
|
Mount Vernon †
|
|
Missouri
|
|
Refined Petroleum Products
|
|
100
|
|
|
365
|
|
|
40
|
|
North Salt Lake
|
|
Utah
|
|
Refined Petroleum Products
|
|
50
|
|
|
755
|
|
|
34
|
|
North Spokane
|
|
Washington
|
|
Refined Petroleum Products
|
|
100
|
|
|
492
|
|
|
N/A
|
|
Odessa †
|
|
Texas
|
|
Crude Oil
|
|
100
|
|
|
521
|
|
|
N/A
|
|
Oklahoma City †
|
|
Oklahoma
|
|
Crude Oil, Refined Petroleum Products
|
|
100
|
|
|
355
|
|
|
42
|
|
Facility Name
|
|
Location
|
|
Commodity Handled
|
|
Interest
|
|
Gross Storage Capacity (MBbl)
|
|
Gross Rack Capacity (MBD)
|
|||
Palermo †
|
|
North Dakota
|
|
Crude Oil
|
|
70
|
%
|
|
235
|
|
|
N/A
|
|
Paola †
|
|
Kansas
|
|
Refined Petroleum Products
|
|
100
|
|
|
978
|
|
|
N/A
|
|
Pasadena †
|
|
Texas
|
|
Refined Petroleum Products
|
|
100
|
|
|
3,234
|
|
|
65
|
|
Pecan Grove †
|
|
Louisiana
|
|
Crude Oil
|
|
100
|
|
|
177
|
|
|
N/A
|
|
Ponca City †
|
|
Oklahoma
|
|
Refined Petroleum Products
|
|
100
|
|
|
71
|
|
|
22
|
|
Ponca City Crude †
|
|
Oklahoma
|
|
Crude Oil
|
|
100
|
|
|
1,229
|
|
|
N/A
|
|
Portland
|
|
Oregon
|
|
Refined Petroleum Products
|
|
100
|
|
|
650
|
|
|
33
|
|
Renton
|
|
Washington
|
|
Refined Petroleum Products
|
|
100
|
|
|
243
|
|
|
19
|
|
Richmond
|
|
California
|
|
Refined Petroleum Products
|
|
100
|
|
|
343
|
|
|
28
|
|
River Parish †
|
|
Louisiana
|
|
NGL
|
|
100
|
|
|
1,500
|
|
|
N/A
|
|
Rock Springs
|
|
Wyoming
|
|
Refined Petroleum Products
|
|
100
|
|
|
132
|
|
|
8
|
|
Sacramento
|
|
California
|
|
Refined Petroleum Products
|
|
100
|
|
|
146
|
|
|
12
|
|
San Bernard
|
|
Texas
|
|
Refined Petroleum Products
|
|
100
|
|
|
222
|
|
|
N/A
|
|
Santa Margarita
|
|
California
|
|
Crude Oil
|
|
100
|
|
|
398
|
|
|
N/A
|
|
Sheridan †
|
|
Wyoming
|
|
Refined Petroleum Products
|
|
100
|
|
|
94
|
|
|
6
|
|
Spokane
|
|
Washington
|
|
Refined Petroleum Products
|
|
100
|
|
|
351
|
|
|
20
|
|
Tacoma
|
|
Washington
|
|
Refined Petroleum Products
|
|
100
|
|
|
316
|
|
|
19
|
|
Torrance
|
|
California
|
|
Crude Oil, Refined Petroleum Products
|
|
100
|
|
|
2,128
|
|
|
N/A
|
|
Tremley Point †
|
|
New Jersey
|
|
Refined Petroleum Products
|
|
100
|
|
|
1,701
|
|
|
25
|
|
Westlake
|
|
Louisiana
|
|
Refined Petroleum Products
|
|
100
|
|
|
128
|
|
|
10
|
|
Wichita Falls †
|
|
Texas
|
|
Crude Oil
|
|
100
|
|
|
225
|
|
|
N/A
|
|
Wichita North †
|
|
Kansas
|
|
Refined Petroleum Products
|
|
100
|
|
|
769
|
|
|
20
|
|
Wichita South †
|
|
Kansas
|
|
Refined Petroleum Products
|
|
100
|
|
|
272
|
|
|
N/A
|
|
Facility Name
|
|
Location
|
|
Commodity Handled
|
|
Interest
|
|
Gross Loading Capacity*
|
||
Marine
|
|
|
|
|
|
|
|
|
||
Beaumont
|
|
Texas
|
|
Crude Oil, Refined Petroleum Products
|
|
100
|
%
|
|
60
|
|
Clifton Ridge †
|
|
Louisiana
|
|
Crude Oil, Refined Petroleum Products
|
|
100
|
|
|
50
|
|
Freeport
|
|
Texas
|
|
Crude Oil, Refined Petroleum Products, NGL
|
|
100
|
|
|
46
|
|
Hartford †
|
|
Illinois
|
|
Refined Petroleum Products
|
|
100
|
|
|
3
|
|
Pecan Grove †
|
|
Louisiana
|
|
Crude Oil
|
|
100
|
|
|
6
|
|
Portland
|
|
Oregon
|
|
Crude Oil
|
|
100
|
|
|
10
|
|
Richmond
|
|
California
|
|
Crude Oil
|
|
100
|
|
|
3
|
|
San Bernard
|
|
Texas
|
|
Refined Petroleum Products
|
|
100
|
|
|
2
|
|
Tacoma
|
|
Washington
|
|
Crude Oil
|
|
100
|
|
|
12
|
|
Tremley Point †
|
|
New Jersey
|
|
Refined Petroleum Products
|
|
100
|
|
|
7
|
|
Rail
|
|
|
|
|
|
|
|
|
||
Bayway †
|
|
New Jersey
|
|
Crude Oil
|
|
100
|
|
|
75
|
|
Beaumont
|
|
Texas
|
|
Crude Oil
|
|
100
|
|
|
20
|
|
Ferndale †
|
|
Washington
|
|
Crude Oil
|
|
100
|
|
|
30
|
|
Missoula
|
|
Montana
|
|
Refined Petroleum Products
|
|
50
|
|
|
41
|
|
Palermo †
|
|
North Dakota
|
|
Crude Oil
|
|
70
|
|
|
100
|
|
Thompson Falls
|
|
Montana
|
|
Refined Petroleum Products
|
|
50
|
|
|
41
|
|
Petroleum Coke
|
|
|
|
|
|
|
|
|
||
Lake Charles
|
|
Louisiana
|
|
Petroleum Coke
|
|
50
|
|
|
N/A
|
|
•
|
A U.S. Gulf Coast NGL market hub comprised of the Freeport LPG Export Terminal and Phillips 66 Partners’ 100,000-BPD Sweeny Fractionator. These assets are supported by 9,000,000 barrels of gross capacity at Phillips 66 Partners’ Clemens Caverns storage facility. We refer to these facilities as the “Sweeny Hub.”
|
•
|
A 22.5% interest in Gulf Coast Fractionators, which owns an NGL fractionation plant in Mont Belvieu, Texas. We operate the facility, and our net share of its capacity is 32,625 BPD.
|
•
|
A 12.5% undivided interest in a fractionation plant in Mont Belvieu, Texas. Our net share of its capacity is 30,250 BPD.
|
•
|
A 40% undivided interest in a fractionation plant in Conway, Kansas. Our net share of its capacity is 43,200 BPD.
|
•
|
Phillips 66 Partners owns the River Parish NGL logistics system in southeast Louisiana, comprising approximately 500 miles of pipeline and a storage cavern connecting multiple fractionation facilities, refineries and a petrochemical facility.
|
•
|
Phillips 66 Partners owns a direct one-third interest in both the DCP Sand Hills Pipeline, LLC (Sand Hills) and DCP Southern Hills Pipeline, LLC, which own NGL pipeline systems that connect the Eagle Ford, Permian Basin and Midcontinent production areas to the Mont Belvieu, Texas, market hub.
|
•
|
Phillips 66 Partners, through its ownership of Merey Sweeny LLC, owns a vacuum distillation unit with a capacity of 125,000 BPD and a delayed coker unit with a capacity of 70,000 BPD located at our Sweeny Refinery in Old Ocean, Texas.
|
•
|
In July 2019, Phillips 66 Partners completed the construction of a 25,000 BPD isomerization unit at our Lake Charles Refinery, which reached full production during the year. The project increased Phillips 66’s production of higher-octane gasoline blend components.
|
•
|
The 200 million cubic feet per day (MMcf/d) O’Connor 2 plant was placed into service in the third quarter of 2019, and the associated 100 MMcf/d bypass was placed into service in the fourth quarter of 2019, increasing DCP Midstream’s total available DJ Basin capacity to over 1.4 billion Bcf/d.
|
•
|
The Gulf Coast Express pipeline began commercial operations in the third quarter of 2019. The pipeline transports approximately 2 Bcf/d of natural gas to Gulf Coast markets. DCP Midstream owns a 25% interest in the pipeline.
|
•
|
In October 2019, DCP Midstream exercised an option to increase its ownership interest in the Cheyenne Connector to 50%. The 600 MMcf/d natural gas pipeline is expected to be in service in the first half of 2020.
|
|
Millions of Pounds per Year*
|
||||
|
U.S.
|
|
|
Worldwide
|
|
O&P
|
|
|
|
||
Ethylene
|
11,910
|
|
|
14,385
|
|
Propylene
|
2,675
|
|
|
3,180
|
|
High-density polyethylene
|
5,305
|
|
|
7,470
|
|
Low-density polyethylene
|
620
|
|
|
620
|
|
Linear low-density polyethylene
|
1,590
|
|
|
1,590
|
|
Polypropylene
|
—
|
|
|
310
|
|
Normal alpha olefins
|
2,335
|
|
|
2,850
|
|
Polyalphaolefins
|
125
|
|
|
255
|
|
Polyethylene pipe
|
500
|
|
|
500
|
|
Total O&P
|
25,060
|
|
|
31,160
|
|
|
|
|
|
||
SA&S
|
|
|
|
||
Benzene
|
1,600
|
|
|
2,530
|
|
Cyclohexane
|
1,060
|
|
|
1,455
|
|
Styrene
|
1,050
|
|
|
1,875
|
|
Polystyrene
|
835
|
|
|
1,070
|
|
Specialty chemicals
|
440
|
|
|
575
|
|
Total SA&S
|
4,985
|
|
|
7,505
|
|
Total O&P and SA&S
|
30,045
|
|
|
38,665
|
|
|
|
|
|
|
|
Thousands of Barrels Daily
|
|
|
|||||||||||
Region/Refinery
|
|
Location
|
|
Interest
|
|
|
Net Crude Throughput
Capacity
|
|
Net Clean Product
Capacity**
|
|
Clean
Product
Yield
Capability
|
|
|||||||
At
December 31
2019
|
|
Effective January 1
2020
|
|
|
Gasolines
|
|
|
Distillates
|
|
|
|||||||||
Atlantic Basin/Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bayway
|
|
Linden, NJ
|
|
100
|
%
|
|
258
|
|
258
|
|
|
155
|
|
|
130
|
|
|
92
|
%
|
Humber
|
|
N. Lincolnshire, United Kingdom
|
|
100
|
|
|
221
|
|
221
|
|
|
95
|
|
|
115
|
|
|
81
|
|
MiRO*
|
|
Karlsruhe, Germany
|
|
19
|
|
|
58
|
|
58
|
|
|
25
|
|
|
25
|
|
|
87
|
|
|
|
|
|
|
|
537
|
|
537
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gulf Coast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alliance
|
|
Belle Chasse, LA
|
|
100
|
|
|
250
|
|
255
|
|
|
130
|
|
|
120
|
|
|
87
|
|
Lake Charles
|
|
Westlake, LA
|
|
100
|
|
|
249
|
|
249
|
|
|
105
|
|
|
115
|
|
|
70
|
|
Sweeny
|
|
Old Ocean, TX
|
|
100
|
|
|
265
|
|
265
|
|
|
140
|
|
|
125
|
|
|
86
|
|
|
|
|
|
|
|
764
|
|
769
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Central Corridor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wood River
|
|
Roxana, IL
|
|
50
|
|
|
167
|
|
173
|
|
|
85
|
|
|
70
|
|
|
81
|
|
Borger
|
|
Borger, TX
|
|
50
|
|
|
75
|
|
75
|
|
|
50
|
|
|
35
|
|
|
91
|
|
Ponca City
|
|
Ponca City, OK
|
|
100
|
|
|
213
|
|
217
|
|
|
120
|
|
|
100
|
|
|
93
|
|
Billings
|
|
Billings, MT
|
|
100
|
|
|
60
|
|
65
|
|
|
35
|
|
|
30
|
|
|
90
|
|
|
|
|
|
|
|
515
|
|
530
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
West Coast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ferndale
|
|
Ferndale, WA
|
|
100
|
|
|
105
|
|
105
|
|
|
65
|
|
|
35
|
|
|
81
|
|
Los Angeles
|
|
Carson/Wilmington, CA
|
|
100
|
|
|
139
|
|
139
|
|
|
85
|
|
|
65
|
|
|
90
|
|
San Francisco
|
|
Arroyo Grande/Rodeo, CA
|
|
100
|
|
|
120
|
|
120
|
|
|
60
|
|
|
65
|
|
|
85
|
|
|
|
|
|
|
|
364
|
|
364
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
2,180
|
|
2,200
|
|
|
|
|
|
|
|
|
Characteristics
|
|
Sources
|
|||||||
|
Sweet
|
Medium
Sour
|
Heavy
Sour
|
High
TAN*
|
|
United
States
|
Canada
|
South and Central
America
|
Europe**
|
Middle East
& Africa
|
Bayway
|
l
|
l
|
|
|
|
l
|
l
|
|
|
l
|
Humber
|
l
|
|
l
|
l
|
|
l
|
|
|
l
|
l
|
MiRO
|
l
|
l
|
l
|
|
|
|
|
|
l
|
l
|
Alliance
|
l
|
l
|
|
|
|
l
|
|
|
|
|
Lake Charles
|
l
|
l
|
l
|
l
|
|
l
|
l
|
l
|
l
|
l
|
Sweeny
|
l
|
l
|
l
|
l
|
|
l
|
l
|
l
|
|
|
Wood River
|
l
|
|
l
|
l
|
|
l
|
l
|
|
|
|
Borger
|
l
|
l
|
l
|
|
|
l
|
l
|
|
|
|
Ponca City
|
l
|
l
|
l
|
|
|
l
|
l
|
|
|
|
Billings
|
|
l
|
l
|
l
|
|
l
|
l
|
|
|
|
Ferndale
|
l
|
l
|
|
|
|
l
|
l
|
|
|
l
|
Los Angeles
|
|
l
|
l
|
l
|
|
l
|
l
|
l
|
|
l
|
San Francisco
|
l
|
l
|
l
|
l
|
|
l
|
l
|
l
|
l
|
l
|
•
|
Wood River Refinery
|
•
|
Borger Refinery
|
•
|
Changes in the global economy and the level of foreign and domestic production of crude oil, natural gas and NGL and refined petroleum, petrochemical and plastics products.
|
•
|
Availability of feedstocks and refined petroleum products and the infrastructure to transport them.
|
•
|
Local factors, including market conditions, the level of operations of other facilities in our markets, and the volume of products imported and exported.
|
•
|
Threatened or actual terrorist incidents, acts of war and other global political conditions, and public health issues and outbreaks.
|
•
|
Government regulations.
|
•
|
Weather conditions, hurricanes or other natural disasters.
|
•
|
Availability of alternative energy sources.
|
•
|
The discharge of pollutants into the environment.
|
•
|
Emissions into the atmosphere, such as nitrogen oxides, sulfur dioxide and mercury emissions, and greenhouse gas emissions, as they are, or may become, regulated.
|
•
|
The quantity of renewable fuels that must be blended into motor fuels.
|
•
|
The handling, use, storage, transportation, disposal and cleanup of hazardous materials and hazardous and nonhazardous wastes.
|
•
|
The dismantlement and abandonment of our facilities and restoration of our properties at the end of their useful lives.
|
•
|
Requiring permits or other approvals that may impose unforeseen or unduly burdensome conditions or potentially cause delays in our operations.
|
•
|
Further limiting or prohibiting construction or other activities in environmentally sensitive or other areas.
|
•
|
Requiring increased capital costs to construct, maintain or upgrade equipment or facilities.
|
•
|
Restricting the locations where we may construct facilities or requiring the relocation of facilities.
|
Name
|
Position Held
|
Age*
|
|
|
|
|
|
Greg C. Garland
|
Chairman and Chief Executive Officer
|
62
|
|
Robert A. Herman
|
Executive Vice President, Refining
|
60
|
|
Paula A. Johnson
|
Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary
|
56
|
|
Brian M. Mandell
|
Executive Vice President, Marketing and Commercial
|
56
|
|
Kevin J. Mitchell
|
Executive Vice President, Finance and Chief Financial Officer
|
53
|
|
Chukwuemeka A. Oyolu
|
Vice President and Controller
|
50
|
|
Timothy D. Roberts
|
Executive Vice President, Midstream
|
58
|
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
Millions of Dollars
|
|
|||||
Period
|
Total Number of Shares Purchased*
|
|
|
Average Price Paid per Share
|
|
|
Total Number of Shares Purchased
as Part of Publicly Announced Plans
or Programs**
|
|
|
Approximate Dollar Value of Shares
that May Yet Be Purchased Under the Plans or Programs
|
|
||
|
|
|
|
|
|
|
|
||||||
October 1-31, 2019
|
1,371,989
|
|
|
$
|
105.71
|
|
|
1,371,989
|
|
|
$
|
3,224
|
|
November 1-30, 2019
|
934,053
|
|
|
117.79
|
|
|
934,053
|
|
|
3,114
|
|
||
December 1-31, 2019
|
1,391,363
|
|
|
113.22
|
|
|
1,391,363
|
|
|
2,957
|
|
||
Total
|
3,697,405
|
|
|
$
|
111.58
|
|
|
3,697,405
|
|
|
|
|
Millions of Dollars Except Per Share Amounts
|
||||||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and other operating revenues*
|
$
|
107,293
|
|
|
111,461
|
|
|
102,354
|
|
|
84,279
|
|
|
98,975
|
|
Net income
|
3,377
|
|
|
5,873
|
|
|
5,248
|
|
|
1,644
|
|
|
4,280
|
|
|
Net income attributable to Phillips 66
|
3,076
|
|
|
5,595
|
|
|
5,106
|
|
|
1,555
|
|
|
4,227
|
|
|
Per common share
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
6.80
|
|
|
11.87
|
|
|
9.90
|
|
|
2.94
|
|
|
7.78
|
|
|
Diluted
|
6.77
|
|
|
11.80
|
|
|
9.85
|
|
|
2.92
|
|
|
7.73
|
|
|
Total assets
|
58,720
|
|
|
54,302
|
|
|
54,371
|
|
|
51,653
|
|
|
48,580
|
|
|
Long-term debt
|
11,216
|
|
|
11,093
|
|
|
10,069
|
|
|
9,588
|
|
|
8,843
|
|
|
Cash dividends declared per common share
|
3.50
|
|
|
3.10
|
|
|
2.73
|
|
|
2.45
|
|
|
2.18
|
|
•
|
Operating Excellence. Our commitment to operating excellence guides everything we do. We are committed to protecting the health and safety of everyone who has a role in our operations and the communities in which we operate. Continuous improvement in safety, environmental stewardship, reliability and cost efficiency is a fundamental requirement for our company and employees. We employ rigorous training and audit programs to drive ongoing improvement in both personal and process safety as we strive for zero incidents. Since we cannot control commodity prices, controlling operating expenses and overhead costs, within the context of our commitment to safety and environmental stewardship, is a high priority. Senior management actively monitors these costs. We are committed to protecting the environment and strive to reduce our environmental footprint throughout our operations. Optimizing utilization rates at our refineries through reliable and safe operations enables us to capture the value available in the market in terms of prices and margins. During 2019, our worldwide refining crude oil capacity utilization rate was 94%.
|
•
|
Growth. A disciplined capital allocation process ensures we focus investments on projects that generate competitive returns through the business cycle. Our strategy focuses on investing in growth opportunities in the Midstream and Chemicals segments. Results from our Transportation and NGL businesses in our Midstream segment for 2019 were a reflection of this, as these businesses benefited from higher equity earnings and cash distributions from completed capital projects. In 2020, we have budgeted $2.4 billion for Midstream capital expenditures and investments, including $962 million for Phillips 66 Partners. Capital will be used to continue building out and maintaining our integrated logistics infrastructure network, including pipelines, storage, export and fractionation facilities. In Chemicals, our share of expected self-funded capital spending by Chevron Phillips Chemical Company LLC (CPChem) is $656 million. CPChem will fund continuing development of petrochemical projects on the U.S. Gulf Coast (USGC) and in Qatar, as well as debottlenecking opportunities on existing assets.
|
•
|
Returns. We plan to enhance Refining returns by increasing throughput of advantaged feedstocks, improving yields, portfolio optimization and an ongoing commitment to operating excellence. Our Refining segment maintained a strong clean product yield and optimized advantaged crude oil throughput at our U.S. refineries in 2019. For 2020, capital in Refining will be directed toward high-return projects to enhance the yield of higher-value products and other high-return, quick-payout projects. Marketing and Specialties (M&S) will continue to develop and enhance our retail network and brands in the United States and Europe.
|
•
|
Distributions. We believe shareholder value is enhanced through, among other things, consistent growth of regular dividends, complemented by share repurchases. We increased our quarterly dividend rate by 13% during 2019, and have increased it every year since the company’s inception in 2012. Regular dividends demonstrate the confidence our Board of Directors and management have in our capital structure and operations’ capability to generate free cash flow throughout the business cycle. In 2019, we repurchased $1.7 billion, or approximately 17 million shares, of our common stock. On October 4, 2019, our Board of Directors approved a new share repurchase program that authorizes us to repurchase up to $3 billion of our common stock, bringing the total amount of share repurchases authorized by our Board of Directors since July 2012 to an aggregate of $15 billion. At the discretion of our Board of Directors, we plan to increase dividends annually and fund our share repurchase programs while continuing to invest in the growth of our business.
|
•
|
High-Performing Organization. We strive to attract, develop and retain individuals with the knowledge and skills to implement our business strategy and who support our values and culture. Throughout the company, we focus on getting results in the right way, embrace our values as a common bond, and believe success is both what we do and how we do it. We encourage collaboration throughout our company, while valuing differences, respecting diversity, and creating a great place to work. We foster an environment of learning and development through structured programs focused on enhancing functional and technical skills where employees are engaged in our business and committed to their own, as well as the company’s, success.
|
|
Millions of Dollars
|
||||||||
|
Year Ended December 31
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||
Midstream
|
$
|
684
|
|
|
1,181
|
|
|
638
|
|
Chemicals
|
879
|
|
|
1,025
|
|
|
716
|
|
|
Refining
|
1,986
|
|
|
4,535
|
|
|
2,076
|
|
|
Marketing and Specialties
|
1,433
|
|
|
1,557
|
|
|
1,020
|
|
|
Corporate and Other
|
(804
|
)
|
|
(853
|
)
|
|
(895
|
)
|
|
Income before income taxes
|
4,178
|
|
|
7,445
|
|
|
3,555
|
|
|
Income tax expense (benefit)
|
801
|
|
|
1,572
|
|
|
(1,693
|
)
|
|
Net income
|
3,377
|
|
|
5,873
|
|
|
5,248
|
|
|
Less: net income attributable to noncontrolling interests
|
301
|
|
|
278
|
|
|
142
|
|
|
Net income attributable to Phillips 66
|
$
|
3,076
|
|
|
5,595
|
|
|
5,106
|
|
•
|
Lower realized refining and marketing margins.
|
•
|
Impairments associated with our investment in DCP Midstream.
|
•
|
Decreased equity in earnings of affiliates in our Refining and Chemicals segments.
|
•
|
Lower income tax expense.
|
•
|
Improved results from our NGL and transportation businesses.
|
•
|
Higher realized refining and marketing margins.
|
•
|
Higher equity in earnings of affiliates in our Midstream and Chemicals segments.
|
•
|
A lower U.S. federal income tax rate beginning January 1, 2018, as a result of the U.S. Tax Cuts and Jobs Act (the Tax Act) enacted in December 2017.
|
•
|
A $2,735 million provisional income tax benefit from the enactment of the Tax Act recognized in December 2017, primarily due to the revaluation of deferred income taxes.
|
•
|
A $261 million noncash, after-tax gain from the consolidation of Merey Sweeny, L.P., predecessor to Merey Sweeny LLC (both referred to herein as Merey Sweeny), in 2017.
|
•
|
Higher net income attributable to noncontrolling interests primarily due to the contribution of assets to Phillips 66 Partners in the fourth quarter of 2017.
|
•
|
Higher interest and debt expense.
|
•
|
Equity in earnings of WRB increased $483 million, primarily due to higher realized margins driven by improved feedstock advantage.
|
•
|
Equity in earnings of CPChem increased $312 million, primarily due to commencement of full operations at CPChem’s new U.S. Gulf Coast petrochemicals assets and lower hurricane-related costs and downtime in 2018.
|
•
|
Equity in earnings for our Midstream segment increased $222 million, primarily due to higher volumes on affiliate pipelines, including the Bakken Pipeline, which operated for a full year in 2018.
|
|
Year Ended December 31
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
Millions of Dollars
|
||||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
||||
Transportation
|
$
|
946
|
|
|
770
|
|
|
530
|
|
NGL and Other
|
522
|
|
|
305
|
|
|
32
|
|
|
DCP Midstream
|
(784
|
)
|
|
106
|
|
|
76
|
|
|
Total Midstream
|
$
|
684
|
|
|
1,181
|
|
|
638
|
|
|
Thousands of Barrels Daily
|
|||||||
Transportation Volumes
|
|
|
|
|
|
|||
Pipelines*
|
3,396
|
|
|
3,441
|
|
|
3,320
|
|
Terminals
|
3,315
|
|
|
3,153
|
|
|
2,665
|
|
Operating Statistics
|
|
|
|
|
|
|||
NGL fractionated**
|
224
|
|
|
216
|
|
|
186
|
|
NGL extracted***
|
417
|
|
|
413
|
|
|
374
|
|
|
Dollars Per Gallon
|
||||||||
Weighted-Average NGL Price*
|
|
|
|
|
|
||||
DCP Midstream
|
$
|
0.51
|
|
|
0.75
|
|
|
0.62
|
|
|
Year Ended December 31
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
Millions of Dollars
|
||||||||
|
|
|
|
|
|
||||
Income Before Income Taxes
|
$
|
879
|
|
|
1,025
|
|
|
716
|
|
|
|
|
|
|
|
||||
|
Millions of Pounds
|
||||||||
CPChem Externally Marketed Sales Volumes*
|
|
|
|
|
|
||||
Olefins and Polyolefins
|
18,788
|
|
|
18,435
|
|
|
15,870
|
|
|
Specialties, Aromatics and Styrenics
|
4,281
|
|
|
4,931
|
|
|
4,618
|
|
|
|
23,069
|
|
|
23,366
|
|
|
20,488
|
|
|
* Represents 100% of CPChem’s outside sales of produced petrochemical products, as well as commission sales from equity affiliates.
|
|||||||||
|
|
|
|
|
|
||||
Olefins and Polyolefins Capacity Utilization (percent)
|
97
|
%
|
|
94
|
|
|
87
|
|
|
Millions of Dollars
|
||||||||
|
Year Ended December 31
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Income (Loss) Before Income Taxes
|
|
|
|
|
|
||||
Net interest expense
|
$
|
(415
|
)
|
|
(459
|
)
|
|
(408
|
)
|
Corporate overhead and other
|
(389
|
)
|
|
(394
|
)
|
|
(487
|
)
|
|
Total Corporate and Other
|
$
|
(804
|
)
|
|
(853
|
)
|
|
(895
|
)
|
|
Millions of Dollars, Except as Indicated
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,614
|
|
|
3,019
|
|
|
3,119
|
|
Net cash provided by operating activities
|
4,808
|
|
|
7,573
|
|
|
3,648
|
|
|
Short-term debt
|
547
|
|
|
67
|
|
|
41
|
|
|
Total debt
|
11,763
|
|
|
11,160
|
|
|
10,110
|
|
|
Total equity
|
27,169
|
|
|
27,153
|
|
|
27,428
|
|
|
Percent of total debt to capital*
|
30
|
%
|
|
29
|
|
|
27
|
|
|
Percent of floating-rate debt to total debt
|
9
|
%
|
|
11
|
|
|
11
|
|
|
* Capital includes total debt and total equity.
|
•
|
Phillips 66 Partners has authorized an aggregate of $750 million under three $250 million continuous offerings of common units, or at-the-market (ATM) programs. Phillips 66 Partners completed the first two programs in June 2018 and December 2019, respectively, leaving $250 million available under the third program. For the three years ended December 31, 2019, net proceeds of $474 million have been received under these programs.
|
•
|
In September 2019, Phillips 66 Partners received net proceeds of $892 million from the issuance of $300 million of 2.450% Senior Notes due December 2024 and $600 million of 3.150% Senior Notes due December 2029.
|
•
|
In March 2019, Phillips 66 Partners entered into a senior unsecured term loan facility with a borrowing capacity of $400 million due March 20, 2020. Phillips 66 Partners borrowed an aggregate amount of $400 million under the facility during the first half of 2019, which was repaid in full in September 2019.
|
•
|
In October 2017, Phillips 66 Partners received net proceeds of $643 million from the issuance of $500 million of 3.750% Senior Notes due March 2028 and $150 million of 4.680% Senior Notes due February 2045.
|
•
|
In October 2017, Phillips 66 Partners received net proceeds of $737 million from a private placement of 13,819,791 perpetual convertible preferred units, at a price of $54.27 per unit.
|
•
|
In October 2017, Phillips 66 Partners received net proceeds of $295 million from a private placement of 6,304,204 common units, at a price of $47.59 per unit.
|
•
|
$500 million of floating-rate Senior Notes due February 2021. Interest on these notes is equal to the three-month LIBOR plus 0.60% per annum and is payable quarterly in arrears on February 26, May 26, August 26 and November 26, beginning on May 29, 2018.
|
•
|
$800 million of 3.900% Senior Notes due March 2028. Interest on these notes is payable semiannually on March 15 and September 15 of each year, beginning on September 15, 2018.
|
•
|
An additional $200 million of our 4.875% Senior Notes due November 2044. Interest on these notes is payable semiannually on May 15 and November 15 of each year, beginning on May 15, 2018.
|
|
Millions of Dollars
|
||||||||||||||
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
|
Up to
1 Year
|
|
|
Years
2-3
|
|
|
Years
4-5
|
|
|
After
5 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt obligations (a)
|
$
|
11,576
|
|
|
525
|
|
|
2,550
|
|
|
300
|
|
|
8,201
|
|
Finance lease obligations
|
277
|
|
|
19
|
|
|
30
|
|
|
30
|
|
|
198
|
|
|
Software obligations
|
10
|
|
|
3
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
Total debt
|
11,863
|
|
|
547
|
|
|
2,585
|
|
|
332
|
|
|
8,399
|
|
|
Interest on debt
|
7,323
|
|
|
497
|
|
|
914
|
|
|
779
|
|
|
5,133
|
|
|
Operating lease obligations
|
1,409
|
|
|
488
|
|
|
427
|
|
|
195
|
|
|
299
|
|
|
Purchase obligations (b)
|
83,449
|
|
|
40,666
|
|
|
7,519
|
|
|
4,382
|
|
|
30,882
|
|
|
Other long-term liabilities (c)
|
|
|
|
|
|
|
|
|
|
||||||
Asset retirement obligations
|
280
|
|
|
8
|
|
|
39
|
|
|
25
|
|
|
208
|
|
|
Accrued environmental costs
|
441
|
|
|
75
|
|
|
118
|
|
|
68
|
|
|
180
|
|
|
Repatriation income tax liability (d)
|
90
|
|
|
1
|
|
|
19
|
|
|
41
|
|
|
29
|
|
|
Total
|
$
|
104,855
|
|
|
42,282
|
|
|
11,621
|
|
|
5,822
|
|
|
45,130
|
|
(a)
|
For additional information, see Note 12—Debt, in the Notes to Consolidated Financial Statements.
|
(b)
|
Represents any agreement to purchase goods or services that is enforceable, legally binding and specifies all significant terms. We expect these purchase obligations will be fulfilled with operating cash flows in the applicable maturity period. The majority of the purchase obligations are market-based contracts, including exchanges and futures, for the purchase of products such as crude oil and raw NGL. The products are used to supply our refineries and fractionators and optimize our supply chain. Product purchase commitments with third parties totaled $36,271 million. In addition, $21,779 million are product purchases from CPChem, mostly for fuel gas and natural gasoline over the remaining contractual term of 80 years, and product purchases of $3,640 million from DCP Midstream for NGL over the remaining contractual term of nine years.
|
(c)
|
Excludes pensions and unrecognized income tax benefits. From 2020 through 2024, we expect to contribute an average of $110 million per year to our qualified and nonqualified pension and other postretirement benefit plans in the United States and an average of $25 million per year to our non-U.S. plans. The U.S. five-year average consists of approximately $50 million for 2020 and $120 million per year for the remaining four years. Our minimum funding in 2020 is expected to be $50 million in the United States and $25 million outside the United States. Unrecognized income tax benefits of $40 million and the associated interest and penalties of $10 million were excluded because the ultimate disposition and timing of any payments to be made with regard to such amounts are not reasonably estimable. Although unrecognized income tax benefits are not a contractual obligation, they represent potential demands on our liquidity.
|
(d)
|
We elected to pay the one-time deemed repatriation income tax on foreign-sourced earnings, recognized as a result of the Tax Act enacted in December 2017, in installments over eight years beginning in 2018. The amount represents the remaining income tax liability.
|
|
Millions of Dollars
|
|||||||||||
|
2020
Budget |
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Capital Expenditures and Investments
|
|
|
|
|
|
|
|
|||||
Midstream
|
$
|
2,390
|
|
|
2,292
|
|
|
1,548
|
|
|
771
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Refining
|
1,035
|
|
|
1,001
|
|
|
826
|
|
|
853
|
|
|
Marketing and Specialties
|
161
|
|
|
374
|
|
|
125
|
|
|
108
|
|
|
Corporate and Other
|
204
|
|
|
206
|
|
|
140
|
|
|
100
|
|
|
Total Capital Expenditures and Investments
|
3,790
|
|
|
3,873
|
|
|
2,639
|
|
|
1,832
|
|
|
Less: capital spending funded by certain joint venture partners*
|
469
|
|
|
423
|
|
|
—
|
|
|
—
|
|
|
Adjusted Capital Spending
|
$
|
3,321
|
|
|
3,450
|
|
|
2,639
|
|
|
1,832
|
|
|
|
|
|
|
|
|
|
|||||
Selected Equity Affiliates**
|
|
|
|
|
|
|
|
|||||
DCP Midstream
|
$
|
350
|
|
|
472
|
|
|
484
|
|
|
268
|
|
CPChem
|
656
|
|
|
382
|
|
|
339
|
|
|
776
|
|
|
WRB
|
215
|
|
|
175
|
|
|
156
|
|
|
126
|
|
|
|
$
|
1,221
|
|
|
1,029
|
|
|
979
|
|
|
1,170
|
|
•
|
Construction activities related to additional Gulf Coast fractionation capacity projects.
|
•
|
Contributions to Gray Oak Pipeline, LLC to progress construction of the pipeline system, of which Phillips 66 Partners had a 42.25% effective ownership interest at December 31, 2019. The Gray Oak Pipeline system will transport crude oil from the Permian and Eagle Ford to Texas Gulf Coast destinations that include Corpus Christi, the Sweeny area, including our Sweeny Refinery, as well as access to the Houston market.
|
•
|
Construction activities related to increasing storage capacity at our crude oil and refined petroleum products terminal located near Beaumont, Texas.
|
•
|
Contributions to Bayou Bridge Pipeline, LLC (Bayou Bridge), a Phillips 66 Partners 40 percent-owned joint venture, for the construction of a pipeline from Nederland, Texas, to Lake Charles, Louisiana, and a pipeline segment from Lake Charles to St. James, Louisiana.
|
•
|
Completion of the construction of Phillips 66 Partners’ new isomerization unit at the Lake Charles Refinery.
|
•
|
Contributions to Dakota Access and ETCO, two Phillips 66 Partners 25 percent-owned joint ventures, for post-construction spending related to Bakken Pipeline.
|
•
|
Construction activities related to Phillips 66 Partners’ new ethane pipeline from the Clemens Caverns to petrochemical facilities in Gregory, Texas, near Corpus Christi (C2G Pipeline).
|
•
|
Construction activities related to increasing capacity on the Sweeny to Pasadena refined petroleum products pipeline.
|
•
|
Contributions to South Texas Gateway Terminal for construction activities related to the marine export terminal that connects to the Gray Oak Pipeline in Corpus Christi, Texas.
|
•
|
Formation of a 50/50 joint venture, Liberty Pipeline LLC, to construct the Liberty Pipeline, which will transport crude oil from the Rockies and Bakken production areas to Cushing, Oklahoma.
|
•
|
Formation of a 50/50 joint venture, Red Oak Pipeline, LLC, to construct the Red Oak Pipeline System, which will transport crude oil from Cushing, Oklahoma, and the Permian to multiple destinations along the Texas Gulf Coast.
|
•
|
Spending associated with other return, reliability and maintenance projects in our Transportation and NGL businesses.
|
•
|
Installation of facilities to improve clean product yield at the Lake Charles, Ponca City, and Bayway refineries, as well as the jointly owned Borger and Wood River refineries.
|
•
|
Installation of facilities to improve processing of advantaged crudes at the Billings and Lake Charles refineries.
|
•
|
Installation of facilities to comply with the U.S. Environmental Protection Agency (EPA) Tier 3 gasoline regulations at the Bayway, Ferndale, and Sweeny refineries.
|
•
|
Installation of facilities to increase production of higher-value petrochemical products and higher-octane gasoline at the Sweeny Refinery.
|
•
|
Installation of facilities to produce biofuels at the Humber Refinery.
|
•
|
Installation of facilities to improve clean product yield at the Bayway and Ponca City refineries, as well as the jointly owned Borger Refinery.
|
•
|
U.S. Federal Clean Air Act, which governs air emissions.
|
•
|
U.S. Federal Clean Water Act, which governs discharges into water bodies.
|
•
|
European Union Regulation for Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), which governs production, marketing and use of chemicals.
|
•
|
U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), which imposes liability on generators, transporters and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur.
|
•
|
U.S. Federal Resource Conservation and Recovery Act (RCRA), which governs the treatment, storage and disposal of solid waste.
|
•
|
U.S. Federal Emergency Planning and Community Right-to-Know Act (EPCRA), which requires facilities to report toxic chemical inventories to local emergency planning committees and response departments.
|
•
|
U.S. Federal Oil Pollution Act of 1990 (OPA90), under which owners and operators of onshore facilities and pipelines as well as owners and operators of vessels are liable for removal costs and damages that result from a discharge of oil into navigable waters of the United States.
|
•
|
European Union Trading Directive resulting in the European Union Emissions Trading Scheme (EU ETS), which uses a market-based mechanism to incentivize the reduction of greenhouse gas (GHG) emissions.
|
•
|
EU ETS, which is part of the European Union’s policy to combat climate change and is a key tool for reducing industrial GHG emissions. EU ETS impacts factories, power stations and other installations across all EU member states.
|
•
|
California’s Senate Bill No. 32, which requires reduction of California's GHG emissions to 40% below the 1990 emission level by 2030, and Assembly Bills 398, which extends the California GHG emission cap-and-trade program through 2030. Other GHG emissions programs in the western U.S. states have been enacted or are under consideration or development, including amendments to California's Low Carbon Fuel Standard, Oregon's Low Carbon Fuel Standard, and Washington's carbon reduction programs.
|
•
|
The U.S. Supreme Court decision in Massachusetts v. EPA, 549 U.S. 497, 127 S. Ct. 1438 (2007), confirming that the EPA has the authority to regulate carbon dioxide as an “air pollutant” under the Federal Clean Air Act.
|
•
|
The EPA’s announcement on March 29, 2010 (published as “Interpretation of Regulations that Determine Pollutants Covered by Clean Air Act Permitting Programs,” 75 Fed. Reg. 17004 (April 2, 2010)), and the EPA’s and U.S. Department of Transportation’s joint promulgation of a Final Rule on April 1, 2010, that triggers regulation of GHGs under the Clean Air Act. These collectively may lead to more climate-based claims for damages, and may result in longer agency review time for development projects to determine the extent of potential climate change.
|
•
|
The EPA's 2015 Final Rule regulating GHG emissions from existing fossil fuel-fired electrical generating units under the Federal Clean Air Act, commonly referred to as the Clean Power Plan. The EPA commenced rulemaking in 2017 to rescind the Clean Power Plan and, in August 2018, the EPA proposed the Affordable Clean Energy (ACE) rule as its replacement. The ACE rule has been judicially challenged by environmental organizations and several states and municipalities.
|
•
|
Carbon taxes in certain jurisdictions.
|
•
|
GHG emission cap and trade programs in certain jurisdictions.
|
•
|
Whether and to what extent legislation or regulation is enacted.
|
•
|
The nature of the legislation or regulation, such as a cap and trade system or a tax on emissions.
|
•
|
The GHG reductions required.
|
•
|
The price and availability of offsets.
|
•
|
The demand for, and amount and allocation of allowances.
|
•
|
Technological and scientific developments leading to new products or services.
|
•
|
Any potential significant physical effects of climate change, such as increased severe weather events, changes in sea levels and changes in temperature.
|
•
|
Whether, and the extent to which, increased compliance costs are ultimately reflected in the prices of our products and services.
|
•
|
Balance physical systems or to meet our refinery requirements and market demand. In addition to cash settlement prior to contract expiration, exchange-traded futures contracts may be settled by physical delivery of the underlying commodity.
|
•
|
Enable us to use the market knowledge gained from our physical commodity market activities to capture market opportunities, such as moving physical commodities to more profitable locations, storing commodities to capture seasonal or time premiums, and blending commodities to capture quality upgrades. Derivatives may be utilized to optimize these activities.
|
•
|
Manage the risk to our cash flows from price exposures on specific crude oil, refined petroleum product, natural gas and NGL transactions.
|
|
Millions of Dollars, Except as Indicated
|
|||||||||||||
Expected Maturity Date
|
|
Fixed Rate Maturity
|
|
|
Average Interest Rate
|
|
|
Floating Rate Maturity
|
|
|
Average Interest Rate
|
|
||
Year-End 2019
|
|
|
|
|
|
|
|
|
|
|
||||
2020
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
525
|
|
|
2.69
|
%
|
2021
|
|
|
—
|
|
|
—
|
|
|
|
550
|
|
|
2.46
|
|
2022
|
|
|
2,000
|
|
|
4.30
|
|
|
|
—
|
|
|
—
|
|
2023
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
2024
|
|
|
300
|
|
|
2.45
|
|
|
|
—
|
|
|
—
|
|
Remaining years
|
|
|
8,176
|
|
|
4.57
|
|
|
|
25
|
|
|
2.39
|
|
Total
|
|
$
|
10,476
|
|
|
|
|
$
|
1,100
|
|
|
|
||
Fair value
|
|
$
|
11,813
|
|
|
|
|
$
|
1,100
|
|
|
|
|
Millions of Dollars, Except as Indicated
|
|||||||||||||
Expected Maturity Date
|
|
Fixed Rate Maturity
|
|
|
Average Interest Rate
|
|
|
Floating Rate Maturity
|
|
|
Average Interest Rate
|
|
||
Year-End 2018
|
|
|
|
|
|
|
|
|
|
|
||||
2019
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
50
|
|
|
3.65
|
%
|
2020
|
|
|
300
|
|
|
2.65
|
|
|
|
525
|
|
|
3.21
|
|
2021
|
|
|
—
|
|
|
—
|
|
|
|
625
|
|
|
3.23
|
|
2022
|
|
|
2,000
|
|
|
4.30
|
|
|
|
—
|
|
|
—
|
|
2023
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Remaining years
|
|
|
7,576
|
|
|
4.69
|
|
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
9,876
|
|
|
|
|
$
|
1,200
|
|
|
|
||
Fair value
|
|
$
|
9,727
|
|
|
|
|
$
|
1,200
|
|
|
|
•
|
Fluctuations in NGL, crude oil, refined petroleum product and natural gas prices and refining, marketing and petrochemical margins.
|
•
|
Failure of new products and services to achieve market acceptance.
|
•
|
Unexpected changes in costs or technical requirements for constructing, modifying or operating our facilities or transporting our products.
|
•
|
Unexpected technological or commercial difficulties in manufacturing, refining or transporting our products, including chemical 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 our Midstream assets.
|
•
|
Our inability to timely obtain or maintain permits, including those necessary for capital projects.
|
•
|
Our inability to comply with government regulations or make capital expenditures required to maintain compliance.
|
•
|
Failure to complete definitive agreements and feasibility studies for, and to complete construction of, announced and future capital projects on time and within budget.
|
•
|
Potential disruption or interruption of our operations due to accidents, weather events, civil unrest, political events, terrorism or cyber attacks.
|
•
|
International monetary conditions and exchange controls.
|
•
|
Substantial investment or reduced demand for products as a result of existing or future environmental rules and regulations.
|
•
|
Liability resulting from litigation or for remedial actions, including removal and reclamation obligations under environmental regulations.
|
•
|
General domestic and international economic and political developments including: armed hostilities; expropriation of assets; changes in governmental policies relating to NGL, crude oil, natural gas or refined petroleum products pricing, regulation or taxation; and other political, economic or diplomatic developments, including those caused by public health issues and outbreaks.
|
•
|
Changes in tax, environmental and other laws and regulations (including alternative energy mandates) applicable to our business.
|
•
|
Limited access to capital or significantly higher cost of capital related to changes to our credit profile or illiquidity or uncertainty in the domestic or international financial markets.
|
•
|
The operation, financing and distribution decisions of our joint ventures.
|
•
|
Domestic and foreign supplies of crude oil and other feedstocks.
|
•
|
Domestic and foreign supplies of petrochemicals and refined petroleum 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 petroleum products.
|
•
|
The factors generally described in Item 1A.—Risk Factors in this report.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Greg C. Garland
|
|
/s/ Kevin J. Mitchell
|
|
|
|
Greg C. Garland
|
|
Kevin J. Mitchell
|
Chairman of the Board of Directors and
|
|
Executive Vice President, Finance and
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment review of equity method investments
|
Description of the Matter
|
|
As discussed in Note 7 to the consolidated financial statements, the Company has investments in nonconsolidated entities accounted for using the equity method, totaling $14.3 billion as of December 31, 2019. The carrying value of each equity method investment is evaluated for impairment when indicators of a loss in value below the carrying value exist, including, a lack of sustained earnings or a deterioration of market conditions, among others. When there are indicators of impairment, the fair value of the equity method investment is estimated. Fair value is determined using various methods, including quoted market prices and market multiples based on market analyses of comparable entities applied to current and forecasted earnings. When the determined fair value is lower than carrying value, the Company considers whether that impairment is other-than-temporary.
Auditing the Company’s impairment assessments was complex and judgmental due to the estimation required in determining whether an investment had an indicator of impairment, the determination of fair value of the investment if an impairment was indicated, and to the extent that the estimated fair value is lower than carrying value, whether that impairment was other-than-temporary.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s equity method impairment review process, including controls over the identification of factors that may indicate an equity method investment is impaired, and as necessary, the subsequent determination of fair value and assessment of whether indicated impairments are other-than-temporary.
In order to test whether an impairment was indicated, we tested the Company’s evaluation of quoted market prices, if available, and the investments’ earnings history and sustainability under current and expected market conditions. When impairment indicators were present, we performed audit procedures that included, among others, assessing the methodologies used by management to determine fair value, testing the significant assumptions discussed above and the underlying data used by the Company in its analyses. For example, we compared the estimated cash flows used within the assessment to current operating results and future expected economic trends. We also performed sensitivity analyses of significant assumptions to evaluate the impact of changes in significant assumptions to management’s fair value estimate and recalculated management’s estimate. We involved our valuation specialists to assist us in analyzing management’s determination of the appropriate market multiples used in estimating fair value. Lastly, we evaluated management’s determination as to whether an indicated impairment was other than temporary, considering factors such as the duration and magnitude of the decline in value.
|
|
|
|
|
|
Consolidated Statement of Income
|
Phillips 66
|
|
Millions of Dollars
|
|||||||||
Years Ended December 31
|
2019
|
|
|
2018
|
|
|
2017
|
|
||
Revenues and Other Income
|
|
|
|
|
|
|||||
Sales and other operating revenues*
|
$
|
107,293
|
|
|
111,461
|
|
|
102,354
|
|
|
Equity in earnings of affiliates
|
2,127
|
|
|
2,676
|
|
|
1,732
|
|
||
Net gain on dispositions
|
20
|
|
|
19
|
|
|
15
|
|
||
Other income
|
119
|
|
|
61
|
|
|
521
|
|
||
Total Revenues and Other Income
|
109,559
|
|
|
114,217
|
|
|
104,622
|
|
||
|
|
|
|
|
|
|||||
Costs and Expenses
|
|
|
|
|
|
|||||
Purchased crude oil and products
|
95,529
|
|
|
97,930
|
|
|
79,409
|
|
||
Operating expenses
|
5,074
|
|
|
4,880
|
|
|
4,699
|
|
||
Selling, general and administrative expenses
|
1,681
|
|
|
1,677
|
|
|
1,695
|
|
||
Depreciation and amortization
|
1,341
|
|
|
1,356
|
|
|
1,318
|
|
||
Impairments
|
861
|
|
|
8
|
|
|
24
|
|
||
Taxes other than income taxes*
|
409
|
|
|
425
|
|
|
13,462
|
|
||
Accretion on discounted liabilities
|
23
|
|
|
23
|
|
|
22
|
|
||
Interest and debt expense
|
458
|
|
|
504
|
|
|
438
|
|
||
Foreign currency transaction (gains) losses
|
5
|
|
|
(31
|
)
|
|
—
|
|
||
Total Costs and Expenses
|
105,381
|
|
|
106,772
|
|
|
101,067
|
|
||
Income before income taxes
|
4,178
|
|
|
7,445
|
|
|
3,555
|
|
||
Income tax expense (benefit)
|
801
|
|
|
1,572
|
|
|
(1,693
|
)
|
||
Net Income
|
3,377
|
|
|
5,873
|
|
|
5,248
|
|
||
Less: net income attributable to noncontrolling interests
|
301
|
|
|
278
|
|
|
142
|
|
||
Net Income Attributable to Phillips 66
|
$
|
3,076
|
|
|
5,595
|
|
|
5,106
|
|
|
|
|
|
|
|
|
|||||
Net Income Attributable to Phillips 66 Per Share of Common Stock (dollars)
|
|
|
|
|
|
|||||
Basic
|
$
|
6.80
|
|
|
11.87
|
|
|
9.90
|
|
|
Diluted
|
6.77
|
|
|
11.80
|
|
|
9.85
|
|
||
|
|
|
|
|
|
|||||
Weighted-Average Common Shares Outstanding (thousands)
|
|
|
|
|
|
|||||
Basic
|
451,364
|
|
|
470,708
|
|
|
515,090
|
|
||
Diluted
|
453,888
|
|
|
474,047
|
|
|
518,508
|
|
||
* Includes excise taxes on sales of refined petroleum products for the year ended December 31, 2017, prior to the adoption of Accounting Standards Update No. 2014-09 on January 1, 2018:
|
|
|
|
|
|
$
|
13,054
|
|
||
See Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
|
Phillips 66
|
|
|||||||||||||
|
|
||||||||||||||
|
Millions of Dollars
|
||||||||||||||
|
Attributable to Phillips 66
|
|
|
||||||||||||
|
Common Stock
|
|
|
|
|
||||||||||
|
Par Value
|
|
Capital in Excess of Par
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accum. Other
Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
$
|
6
|
|
19,559
|
|
(8,788
|
)
|
12,608
|
|
(995
|
)
|
1,335
|
|
23,725
|
|
Net income
|
—
|
|
—
|
|
—
|
|
5,106
|
|
—
|
|
142
|
|
5,248
|
|
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
378
|
|
—
|
|
378
|
|
|
Dividends paid on common stock
|
—
|
|
—
|
|
—
|
|
(1,395
|
)
|
—
|
|
—
|
|
(1,395
|
)
|
|
Repurchase of common stock
|
—
|
|
—
|
|
(1,590
|
)
|
—
|
|
—
|
|
—
|
|
(1,590
|
)
|
|
Benefit plan activity
|
—
|
|
72
|
|
—
|
|
(13
|
)
|
—
|
|
—
|
|
59
|
|
|
Issuance of Phillips 66 Partners LP common and preferred units
|
—
|
|
137
|
|
—
|
|
—
|
|
—
|
|
986
|
|
1,123
|
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(120
|
)
|
(120
|
)
|
|
December 31, 2017
|
6
|
|
19,768
|
|
(10,378
|
)
|
16,306
|
|
(617
|
)
|
2,343
|
|
27,428
|
|
|
Cumulative effect of accounting changes
|
—
|
|
—
|
|
—
|
|
36
|
|
—
|
|
13
|
|
49
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
5,595
|
|
—
|
|
278
|
|
5,873
|
|
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(75
|
)
|
—
|
|
(75
|
)
|
|
Dividends paid on common stock
|
—
|
|
—
|
|
—
|
|
(1,436
|
)
|
—
|
|
—
|
|
(1,436
|
)
|
|
Repurchase of common stock
|
—
|
|
—
|
|
(4,645
|
)
|
—
|
|
—
|
|
—
|
|
(4,645
|
)
|
|
Benefit plan activity
|
—
|
|
63
|
|
—
|
|
(12
|
)
|
—
|
|
—
|
|
51
|
|
|
Issuance of Phillips 66 Partners LP common units
|
—
|
|
42
|
|
—
|
|
—
|
|
—
|
|
73
|
|
115
|
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(207
|
)
|
(207
|
)
|
|
December 31, 2018
|
6
|
|
19,873
|
|
(15,023
|
)
|
20,489
|
|
(692
|
)
|
2,500
|
|
27,153
|
|
|
Cumulative effect of accounting changes
|
—
|
|
—
|
|
—
|
|
81
|
|
(89
|
)
|
(1
|
)
|
(9
|
)
|
|
Net income
|
—
|
|
—
|
|
—
|
|
3,076
|
|
—
|
|
301
|
|
3,377
|
|
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(7
|
)
|
—
|
|
(7
|
)
|
|
Dividends paid on common stock
|
—
|
|
—
|
|
—
|
|
(1,570
|
)
|
—
|
|
—
|
|
(1,570
|
)
|
|
Repurchase of common stock
|
—
|
|
—
|
|
(1,650
|
)
|
—
|
|
—
|
|
—
|
|
(1,650
|
)
|
|
Benefit plan activity
|
—
|
|
85
|
|
—
|
|
(12
|
)
|
—
|
|
—
|
|
73
|
|
|
Issuance of Phillips 66 Partners LP common units
|
—
|
|
68
|
|
—
|
|
—
|
|
—
|
|
73
|
|
141
|
|
|
Impacts from Phillips 66 Partners LP GP/IDR restructuring transaction
|
—
|
|
275
|
|
—
|
|
—
|
|
—
|
|
(373
|
)
|
(98
|
)
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(241
|
)
|
(241
|
)
|
|
December 31, 2019
|
$
|
6
|
|
20,301
|
|
(16,673
|
)
|
22,064
|
|
(788
|
)
|
2,259
|
|
27,169
|
|
|
|
|
|
|
|
|
|
Shares in Thousands
|
|||
|
|
|
Common Stock Issued
|
|
Treasury Stock
|
|
|
|
|
|
|
||
December 31, 2016
|
|
|
641,594
|
|
122,827
|
|
Repurchase of common stock
|
|
|
—
|
|
18,738
|
|
Shares issued—share-based compensation
|
|
|
2,241
|
|
—
|
|
December 31, 2017
|
|
|
643,835
|
|
141,565
|
|
Repurchase of common stock
|
|
|
—
|
|
47,961
|
|
Shares issued—share-based compensation
|
|
|
1,857
|
|
—
|
|
December 31, 2018
|
|
|
645,692
|
|
189,526
|
|
Repurchase of common stock
|
|
|
—
|
|
16,865
|
|
Shares issued—share-based compensation
|
|
|
1,725
|
|
—
|
|
December 31, 2019
|
|
|
647,417
|
|
206,391
|
|
|
|
|
|
Dollars
|
|||
Years Ended December 31
|
|
|
Dividends Paid Per Share of Common Stock
|
|||
|
|
|
|
|||
2017
|
|
|
$
|
2.73
|
|
|
2018
|
|
|
3.10
|
|
||
2019
|
|
|
3.50
|
|
||
See Notes to Consolidated Financial Statements.
|
Notes to Consolidated Financial Statements
|
Phillips 66
|
•
|
Consolidation Principles and Investments—Our consolidated financial statements include the accounts of majority-owned, controlled subsidiaries and variable interest entities (VIEs) where we are the primary beneficiary. Undivided interests in pipelines, natural gas plants and terminals are consolidated on a proportionate basis. See Note 27—Phillips 66 Partners LP, for further discussion on our significant consolidated VIE.
|
•
|
Recast Financial Information—Certain prior period financial information has been recast to reflect the current year’s presentation.
|
•
|
Use of Estimates—The preparation of financial statements in conformity with generally accepted accounting principles in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
|
•
|
Foreign Currency Translation—Adjustments resulting from the process of translating financial statements with foreign functional currencies into U.S. dollars are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses result from remeasuring monetary assets and liabilities denominated in a foreign currency into the functional currency of our subsidiary holding the asset or liability. We include these transaction gains and losses in current earnings. Most of our foreign operations use their local currency as the functional currency.
|
•
|
Cash Equivalents—Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and will mature within 90 days or less from the date of acquisition. We carry these investments at cost plus accrued interest.
|
•
|
Inventories—We have several valuation methods for our various types of inventories and consistently use the following methods for each type of inventory. Crude oil and petroleum products inventories are valued at the lower of cost or market in the aggregate, primarily on the last-in, first-out (LIFO) basis. Any necessary lower-of-cost-or-market write-downs at year end are recorded as permanent adjustments to the LIFO cost basis. LIFO is used to better match current inventory costs with current revenues and to meet tax-conformity requirements. Costs include both direct and indirect expenditures incurred in bringing an item or product to its existing condition and location. Materials and supplies inventories are valued using the weighted-average-cost method.
|
•
|
Fair Value Measurements—We categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability that are used to measure fair value to the extent that relevant observable inputs are not available, and that reflect the assumptions we believe market participants would use when pricing an asset or liability for which there is little, if any, market activity at the measurement date.
|
•
|
Derivative Instruments—Derivative instruments are recorded on the balance sheet at fair value. We have master netting agreements with our exchange-cleared instrument counterparties and certain of our counterparties to other commodity instrument contracts (e.g., physical commodity forward contracts). We have elected to net derivative assets and liabilities with the same counterparty on the balance sheet if the legal right of offset exists and certain other criteria are met. We also net collateral payables and receivables against derivative assets and derivative liabilities, respectively.
|
•
|
Loans and Long-Term Receivables—We enter into agreements with other parties to pursue business opportunities, which may require us to provide loans or advances to certain affiliated and nonaffiliated companies. Loans are recorded when cash is transferred or seller financing is provided to the affiliated or nonaffiliated company pursuant to a loan agreement. The loan balance will increase as interest is earned on the outstanding loan balance and will decrease as interest and principal payments are received. Interest is earned at the loan agreement’s stated interest rate. Loans and long-term receivables are evaluated for impairment based on an expected credit loss assessment.
|
•
|
Impairment of Investments in Nonconsolidated Entities—Investments in nonconsolidated entities accounted for under the equity method are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred. When indicators exist, the fair value is estimated and compared to the investment carrying value. If any impairment is judgmentally determined to be other than temporary, the carrying value of the investment is written down to fair value. The fair value of the impaired investment is determined based on quoted market prices, if available, or upon the present value of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants and observed market earnings multiples of comparable companies.
|
•
|
Depreciation and Amortization—Depreciation and amortization of properties, plants and equipment (PP&E) are determined by either the individual-unit-straight-line method or the group-straight-line method (for those individual units that are highly integrated with other units).
|
•
|
Capitalized Interest—A portion of interest from external borrowings is capitalized on major projects with an expected construction period of one year or longer. Capitalized interest is added to the cost of the related asset, and is amortized over the useful life of the related asset.
|
•
|
Impairment of Properties, Plants and Equipment—PP&E used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If indicators of potential impairment exist, an undiscounted cash flow test is performed. If the sum of the undiscounted expected future pre-tax cash flows of an asset group is less than the carrying value of the asset group, including applicable liabilities, the carrying value of the PP&E included in the asset group is written down to estimated fair value and the write down is reported in the “Impairments” line item on our consolidated statement of income in the period in which the impairment determination is made. Individual assets are grouped for impairment purposes at the lowest level for which identifiable cash flows are available (for example, at a refinery complex level). Because there is usually a lack of quoted market prices for long-lived assets, the fair value of impaired assets is typically determined using one or more of the following methods: the present values of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants; a market multiple of earnings for similar assets; or historical market transactions including similar assets, adjusted using principal market participant assumptions when necessary. Long-lived assets held for sale are accounted for at the lower of amortized cost or fair value, less cost to sell, with fair value determined using a binding negotiated price, if available, estimated replacement cost, or present value of expected future cash flows as previously described.
|
•
|
Property Dispositions—When complete units of depreciable property are sold, the asset cost and related accumulated depreciation are eliminated, with any gain or loss reflected in the “Net gain (loss) on dispositions” line item on our consolidated statement of income. When less than complete units of depreciable property are disposed of or retired, the difference between asset cost and salvage value is charged or credited to accumulated depreciation.
|
•
|
Goodwill—Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually and when events or changes in circumstance indicate that the fair value of a reporting unit with goodwill is below its carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, an impairment is recognized for the amount by which the book value exceeds the reporting unit’s fair value. A goodwill loss cannot exceed the total amount of goodwill allocated to that reporting unit. For purposes of testing goodwill for impairment, we have three reporting units with goodwill balances: Transportation, Refining, and Marketing and Specialties.
|
•
|
Intangible Assets Other Than Goodwill—Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives. Intangible assets with indefinite useful lives are not amortized, but are tested at least annually for impairment. Each reporting period, we evaluate intangible assets with indefinite useful lives to determine whether events and circumstances continue to support this classification. Indefinite-lived intangible assets are considered impaired if their fair value is lower than their net book value. The fair value of intangible assets is determined based on quoted market prices in active markets, if available. If quoted market prices are not available, the fair value of intangible assets is determined based upon the present values of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants, or upon estimated replacement cost, if expected future cash flows from the intangible asset are not determinable.
|
•
|
Asset Retirement Obligations and Environmental Costs—The fair values of legal obligations to retire and remove long-lived assets are recorded in the period in which the obligations arise. When the liabilities are initially recorded, we capitalize these costs by increasing the carrying amount of the related PP&E. Over time, the liabilities are increased for the change in present value, and the capitalized costs in PP&E are depreciated over the useful life of the related assets. If our estimate of the liability changes after initial recognition, we record an adjustment to the liabilities and PP&E.
|
•
|
Guarantees—The fair value of a guarantee is determined and recorded as a liability at the time the guarantee is given. The initial liability is subsequently reduced as we are released from exposure under the guarantee. We amortize the guarantee liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of guarantee. We amortize the guarantee liability to the related income statement line item based on the nature of the guarantee. In cases where the guarantee term is indefinite, we reverse the liability when we have information to support the reversal. When the performance on the guarantee becomes probable and the liability can be reasonably estimated, we accrue a separate liability for the excess amount above the guarantee’s book value based on the facts and circumstances at that time. We reverse the fair value liability only when there is no further exposure under the guarantee.
|
•
|
Treasury Stock—We record treasury stock purchases at cost, which includes incremental direct transaction costs. Amounts are recorded as reductions of stockholders’ equity on the consolidated balance sheet.
|
•
|
Revenue Recognition—Our revenues are primarily associated with sales of refined petroleum products, crude oil and natural gas liquids (NGL). Each gallon, or other unit of measure of product, is separately identifiable and represents a distinct performance obligation to which a transaction price is allocated. The transaction prices of our contracts with customers are either fixed or variable, with variable pricing based upon various market indices. For our contracts that include variable consideration, we utilize the variable consideration allocation exception, whereby the variable consideration is only allocated to the performance obligations that are satisfied during the period. The related revenue is recognized at a point in time when control passes to the customer, which is when title and the risk of ownership passes to the customer and physical delivery of goods occurs, either immediately or within a fixed delivery schedule that is reasonable and customary in the industry. The payment terms with our customers vary based on the product or service provided, but usually are 30 days or less.
|
•
|
Taxes Collected from Customers and Remitted to Governmental Authorities—Effective for reporting periods ending after our adoption of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” on January 1, 2018, excise taxes on sales of refined petroleum products charged to our customers are presented net of taxes on sales of refined petroleum products payable to governmental authorities in the “Taxes other than income taxes” line item on our consolidated statement of income. For reporting periods ending prior to January 1, 2018, excise taxes on sales of refined petroleum products charged to our customers are presented in the “Sales and other operating revenues” line item on our consolidated statement of income, and excise taxes on sales of refined petroleum products payable to governmental authorities are presented in the “Taxes other than income taxes” line item on our consolidated statement of income.
|
•
|
Shipping and Handling Costs—We have elected to account for shipping and handling costs as fulfillment activities and include these activities in the “Purchased crude oil and products” line item on our consolidated statement of income. Freight costs billed to customers are recorded in “Sales and other operating revenues.”
|
•
|
Maintenance and Repairs—Costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Major refinery maintenance turnarounds are expensed as incurred.
|
•
|
Share-Based Compensation—We recognize share-based compensation expense over the shorter of: (1) the service period (i.e., the stated period of time required to earn the award); or (2) the period beginning at the start of the service period and ending when an employee first becomes eligible for retirement, but not less than six months as this is the minimum period of time required for an award not to be subject to forfeiture. Our equity-classified programs generally provide accelerated vesting (i.e., a waiver of the remaining period of service required to earn an award) for awards held by employees at the time they become eligible for retirement (at age 55 with 5 years of service). We have elected to recognize expense on a straight-line basis over the service period for the entire award, irrespective of whether the award was granted with ratable or cliff vesting, and have elected to recognize forfeitures of awards when they occur.
|
•
|
Income Taxes—Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Interest related to unrecognized income tax benefits is reflected in interest expense, and penalties in operating expenses or selling, general and administrative expenses.
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017*
|
|
|
Product Line and Services
|
|
|
|
|
|
||||
Refined petroleum products
|
$
|
87,902
|
|
|
87,967
|
|
|
85,405
|
|
Crude oil resales
|
14,125
|
|
|
16,419
|
|
|
11,808
|
|
|
NGL
|
4,814
|
|
|
6,161
|
|
|
4,670
|
|
|
Services and other**
|
452
|
|
|
914
|
|
|
471
|
|
|
Consolidated sales and other operating revenues
|
$
|
107,293
|
|
|
111,461
|
|
|
102,354
|
|
|
|
|
|
|
|
||||
Geographic Location***
|
|
|
|
|
|
||||
United States
|
$
|
83,512
|
|
|
86,401
|
|
|
75,684
|
|
United Kingdom
|
9,863
|
|
|
11,054
|
|
|
10,626
|
|
|
Germany
|
4,053
|
|
|
4,352
|
|
|
6,692
|
|
|
Other foreign countries
|
9,865
|
|
|
9,654
|
|
|
9,352
|
|
|
Consolidated sales and other operating revenues
|
$
|
107,293
|
|
|
111,461
|
|
|
102,354
|
|
|
Millions of Dollars
|
|||||
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|||
Crude oil and petroleum products
|
$
|
3,452
|
|
|
3,238
|
|
Materials and supplies
|
324
|
|
|
305
|
|
|
|
$
|
3,776
|
|
|
3,543
|
|
|
Millions of Dollars
|
|||||
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|||
Equity investments
|
$
|
14,284
|
|
|
14,218
|
|
Other investments
|
130
|
|
|
106
|
|
|
Loans and long-term receivables
|
157
|
|
|
97
|
|
|
|
$
|
14,571
|
|
|
14,421
|
|
•
|
Chevron Phillips Chemical Company LLC (CPChem)—50 percent-owned joint venture that manufactures and markets petrochemicals and plastics. We have multiple supply and purchase agreements in place with CPChem, ranging in initial terms from one to 99 years, with extension options. These agreements cover sales and purchases of refined petroleum products, solvents, and petrochemical and NGL feedstocks, as well as fuel oils and gases. All products are purchased and sold under specified pricing formulas based on various published pricing indices. At December 31, 2019 and 2018, the book value of our investment in CPChem was $6,229 million and $6,233 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, 2019, the aggregate remaining basis difference for this investment was $2,428 million. Equity earnings for the years ended December 31, 2019, 2018 and 2017, were increased by $182 million, $177 million and $186 million, respectively, due to the amortization of our aggregate basis difference. At December 31, 2019 and 2018, the book value of our investment in WRB was $2,183 million and $2,108 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 Midstream, LP (DCP Partners). DCP Midstream markets a portion of its NGL to us and our equity affiliates.
|
•
|
Gray Oak Pipeline, LLC—Phillips 66 Partners’ consolidated subsidiary, Gray Oak Holdings LLC (Holdings LLC), owns a 65% interest in a joint venture formed to develop and construct the Gray Oak Pipeline system that will transport crude oil from the Permian and Eagle Ford to Texas Gulf Coast destinations that include Corpus Christi, the Sweeny area, including our Sweeny Refinery, as well as access to the Houston market. The pipeline system is expected to reach full service in the second quarter of 2020. In February 2019, Holdings LLC transferred a 10% ownership interest in Gray Oak Pipeline, LLC to a third party that exercised a purchase option, for proceeds of $81 million. This transfer was accounted for as a sale and resulted in a decrease in Holdings LLC’s ownership interest in Gray Oak Pipeline, LLC from 75% to 65% and the recognition of an immaterial gain. The proceeds received from this sale are presented as an investing cash inflow in the “Proceeds from asset dispositions” line item on our consolidated statement of cash flows. At December 31, 2019, Phillips 66 Partners’ effective ownership interest in the Gray Oak Pipeline was 42.25%. See Note 27—Phillips 66 Partners LP, for additional information regarding Phillips 66 Partners’ ownership in Holdings LLC 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 Partners. At December 31, 2019 and 2018, the book value of Phillips 66 Partners’ investment in Sand Hills was $595 million and $601 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, Illinois, to Nederland, Texas. These two pipeline systems collectively form the Bakken Pipeline system, which is operated by a co-venturer. The Bakken Pipeline system went into service in June 2017.
|
•
|
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. In July 2018, we contributed $138 million to REX to cover our 25% share of a $550 million debt repayment. Our capital contribution was included in the “Capital expenditures and investments” line item on our consolidated statement of cash flows.
|
•
|
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. A segment of the pipeline from Lake Charles to St. James, Louisiana, was completed on April 1, 2019. The Bayou Bridge Pipeline is operated by our co-venturer. At December 31, 2019 and 2018, the book value of Phillips 66 Partners’ investment in Bayou Bridge was $294 million and $277 million, respectively.
|
•
|
CF United LLC (United)—In the fourth quarter of 2019, we acquired a 50% voting interest and a 48% economic interest in United, a retail marketing joint venture with operations primarily on the U.S. West Coast. United is considered a VIE, because our co-venturer has an option to sell its interest to us based on a fixed multiple. 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 United. We have determined that we are not the primary beneficiary because we and our co-venturer jointly direct the activities of United that most significantly impact economic performance. At December 31, 2019, our maximum exposure was comprised of our $265 million investment in United and any potential loss resulting from the put option.
|
•
|
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 December 31, 2019 and 2018, the book value of Phillips 66 Partners’ investment in Southern Hills was $215 million and $206 million, respectively.
|
•
|
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, 2019, our maximum exposure to loss was $144 million, which represented the book value of our investment in OnCue of $77 million and guaranteed debt obligations of $67 million. At December 31, 2018, the book value of our investment in OnCue was $69 million.
|
•
|
Liberty Pipeline LLC (Liberty)—We hold a 50% interest in a joint venture formed to develop and construct the Liberty Pipeline system which, upon completion, will transport crude oil from the Rockies and Bakken production areas to Cushing, Oklahoma. Liberty is supported by long-term shipper commitments, and service is expected in the first half of 2021. Liberty is considered a VIE because it does not have sufficient equity at risk to fully fund the construction of all assets required for principal operations. We have determined we are not the primary beneficiary because we and our co-venturer jointly direct the activities of Liberty that most significantly impact economic performance. At December 31, 2019, our maximum exposure to loss was $184 million, which represented the book value of our investment in Liberty of $33 million and a vendor guarantee of $151 million.
|
•
|
Red Oak Pipeline LLC (Red Oak)—We hold a 50% interest in a joint venture formed to develop and construct the Red Oak Pipeline system which, upon completion, will transport crude oil from Cushing, Oklahoma, and the Permian to multiple destinations along the Texas Gulf Coast, including Corpus Christi, Ingleside, Houston, and Beaumont, Texas. Red Oak is supported by long-term shipper commitments, and initial service is expected in the first half of 2021. Red Oak is considered a VIE because it does not have sufficient equity at risk to fully fund the construction of all assets required for principal operations. We have determined we are not the primary beneficiary because we and our co-venturer jointly direct the activities of Red Oak that most significantly impact economic performance. At December 31, 2019, our maximum exposure to loss was $23 million, which represented the book value of our investment in Red Oak of $20 million and a member loan of $3 million.
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||
Revenues
|
$
|
38,156
|
|
|
43,627
|
|
|
35,523
|
|
Income before income taxes
|
4,976
|
|
|
6,066
|
|
|
3,956
|
|
|
Net income
|
4,787
|
|
|
5,926
|
|
|
3,764
|
|
|
Current assets
|
6,654
|
|
|
6,791
|
|
|
7,325
|
|
|
Noncurrent assets
|
56,163
|
|
|
52,649
|
|
|
49,950
|
|
|
Current liabilities
|
6,094
|
|
|
8,047
|
|
|
5,248
|
|
|
Noncurrent liabilities
|
15,740
|
|
|
10,695
|
|
|
13,743
|
|
|
Noncontrolling interests
|
2,145
|
|
|
2,550
|
|
|
2,549
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
2019
|
|
2018
|
|||||||||||||||
|
Gross
PP&E
|
|
|
Accum.
D&A
|
|
|
Net
PP&E
|
|
|
Gross
PP&E
|
|
|
Accum.
D&A
|
|
|
Net
PP&E
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Midstream
|
$
|
11,221
|
|
|
2,391
|
|
|
8,830
|
|
|
9,663
|
|
|
2,100
|
|
|
7,563
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Refining
|
23,692
|
|
|
10,336
|
|
|
13,356
|
|
|
22,640
|
|
|
9,531
|
|
|
13,109
|
|
|
Marketing and Specialties
|
1,847
|
|
|
959
|
|
|
888
|
|
|
1,671
|
|
|
926
|
|
|
745
|
|
|
Corporate and Other
|
1,311
|
|
|
599
|
|
|
712
|
|
|
1,223
|
|
|
622
|
|
|
601
|
|
|
|
$
|
38,071
|
|
|
14,285
|
|
|
23,786
|
|
|
35,197
|
|
|
13,179
|
|
|
22,018
|
|
|
Millions of Dollars
|
|||||||||||
|
Midstream
|
|
|
Refining
|
|
|
Marketing and Specialties
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at January 1, 2018
|
$
|
626
|
|
|
1,805
|
|
|
839
|
|
|
3,270
|
|
Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Balance at December 31, 2018
|
626
|
|
|
1,805
|
|
|
839
|
|
|
3,270
|
|
|
Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Balance at December 31, 2019
|
$
|
626
|
|
|
1,805
|
|
|
839
|
|
|
3,270
|
|
|
Millions of Dollars
|
|||||
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|||
Trade names and trademarks
|
$
|
503
|
|
|
503
|
|
Refinery air and operating permits
|
249
|
|
|
250
|
|
|
|
$
|
752
|
|
|
753
|
|
|
Millions of Dollars
|
|||||
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|||
Asset retirement obligations
|
$
|
280
|
|
|
261
|
|
Accrued environmental costs
|
441
|
|
|
447
|
|
|
Total asset retirement obligations and accrued environmental costs
|
721
|
|
|
708
|
|
|
Asset retirement obligations and accrued environmental costs due within one year*
|
(83
|
)
|
|
(84
|
)
|
|
Long-term asset retirement obligations and accrued environmental costs
|
$
|
638
|
|
|
624
|
|
|
Millions of Dollars
|
|||||
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|||
Balance at January 1
|
$
|
261
|
|
|
268
|
|
Accretion of discount
|
10
|
|
|
10
|
|
|
Changes in estimates of existing obligations
|
31
|
|
|
3
|
|
|
Spending on existing obligations
|
(22
|
)
|
|
(15
|
)
|
|
Foreign currency translation
|
—
|
|
|
(5
|
)
|
|
Balance at December 31
|
$
|
280
|
|
|
261
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||
|
Basic
|
|
Diluted
|
|
|
Basic
|
|
Diluted
|
|
|
Basic
|
|
Diluted
|
|
|
Amounts Attributed to Phillips 66 Common Stockholders (millions):
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to Phillips 66
|
$
|
3,076
|
|
3,076
|
|
|
5,595
|
|
5,595
|
|
|
5,106
|
|
5,106
|
|
Income allocated to participating securities
|
(6
|
)
|
(2
|
)
|
|
(6
|
)
|
—
|
|
|
(6
|
)
|
—
|
|
|
Net income available to common stockholders
|
$
|
3,070
|
|
3,074
|
|
|
5,589
|
|
5,595
|
|
|
5,100
|
|
5,106
|
|
|
|
|
|
|
|
|
|
|
|||||||
Weighted-average common shares outstanding (thousands):
|
448,787
|
|
451,364
|
|
|
467,483
|
|
470,708
|
|
|
511,268
|
|
515,090
|
|
|
Effect of share-based compensation
|
2,577
|
|
2,524
|
|
|
3,225
|
|
3,339
|
|
|
3,822
|
|
3,418
|
|
|
Weighted-average common shares outstanding—EPS
|
451,364
|
|
453,888
|
|
|
470,708
|
|
474,047
|
|
|
515,090
|
|
518,508
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Earnings Per Share of Common Stock (dollars)
|
$
|
6.80
|
|
6.77
|
|
|
11.87
|
|
11.80
|
|
|
9.90
|
|
9.85
|
|
|
Millions of Dollars
|
|||||
|
2019
|
|
|
2018
|
|
|
Phillips 66
|
|
|
|
|||
4.300% Senior Notes due April 2022
|
$
|
2,000
|
|
|
2,000
|
|
3.900% Senior Notes due March 2028
|
800
|
|
|
800
|
|
|
4.650% Senior Notes due November 2034
|
1,000
|
|
|
1,000
|
|
|
5.875% Senior Notes due May 2042
|
1,500
|
|
|
1,500
|
|
|
4.875% Senior Notes due November 2044
|
1,700
|
|
|
1,700
|
|
|
Floating-rate notes due April 2020 at 2.751% and 3.186% at year-end 2019 and 2018, respectively
|
300
|
|
|
300
|
|
|
Term loan due April 2020 at 2.699% and 3.422% at year-end 2019 and 2018, respectively
|
200
|
|
|
200
|
|
|
Floating-rate Senior Notes due February 2021 at 2.517% and 3.289% at year-end 2019 and 2018, respectively
|
500
|
|
|
500
|
|
|
Floating-rate Advance Term Loan due December 2034 at 2.392%—related party
|
25
|
|
|
—
|
|
|
Other
|
1
|
|
|
1
|
|
|
|
|
|
|
|||
Phillips 66 Partners
|
|
|
|
|||
2.646% Senior Notes due February 2020
|
—
|
|
|
300
|
|
|
2.450% Senior Notes due December 2024
|
300
|
|
|
—
|
|
|
3.605% Senior Notes due February 2025
|
500
|
|
|
500
|
|
|
3.550% Senior Notes due October 2026
|
500
|
|
|
500
|
|
|
3.750% Senior Notes due March 2028
|
500
|
|
|
500
|
|
|
3.150% Senior Notes due December 2029
|
600
|
|
|
—
|
|
|
4.680% Senior Notes due February 2045
|
450
|
|
|
450
|
|
|
4.900% Senior Notes due October 2046
|
625
|
|
|
625
|
|
|
Tax-exempt bonds due April 2020 and April 2021 at 1.850% and 1.885% at year-end 2019 and 2018, respectively
|
75
|
|
|
75
|
|
|
Revolving credit facility due January 2019 and October 2021 at weighted-average rate of 3.669% at year-end 2018
|
—
|
|
|
125
|
|
|
Debt at face value
|
11,576
|
|
|
11,076
|
|
|
Finance leases
|
277
|
|
|
184
|
|
|
Software obligations
|
10
|
|
|
—
|
|
|
Net unamortized discounts and debt issuance costs
|
(100
|
)
|
|
(100
|
)
|
|
Total debt
|
11,763
|
|
|
11,160
|
|
|
Short-term debt
|
(547
|
)
|
|
(67
|
)
|
|
Long-term debt
|
$
|
11,216
|
|
|
11,093
|
|
•
|
Phillips 66 Partners’ issuance of $900 million of Senior Notes due December 2024 and December 2029.
|
•
|
Phillips 66 Partners’ repayment of the $300 million outstanding principal balance of its 2.646% Senior Notes due February 2020.
|
•
|
Phillips 66 Partners’ repayment of the $125 million outstanding under its revolving credit facility.
|
•
|
Borrowing of $25 million under our floating-rate Advance Term Loan due December 2034.
|
•
|
$300 million aggregate principal amount of 2.450% Senior Notes due December 15, 2024.
|
•
|
$600 million aggregate principal amount of 3.150% Senior Notes due December 15, 2029.
|
•
|
$500 million of floating-rate Senior Notes due February 2021. Interest on these notes is equal to the three-month London Interbank Offered Rate (LIBOR) plus 0.60% per annum and is payable quarterly in arrears on February 26, May 26, August 26 and November 26, beginning on May 29, 2018.
|
•
|
$800 million of 3.900% Senior Notes due March 2028. Interest on these notes is payable semiannually on March 15 and September 15 of each year, beginning on September 15, 2018.
|
•
|
An additional $200 million of our 4.875% Senior Notes due November 2044. Interest on these notes is payable semiannually on May 15 and November 15 of each year, beginning on May 15, 2018.
|
|
Millions of Dollars
|
|||||||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|||||||||||||||
|
Commodity Derivatives
|
Effect of Collateral Netting
|
|
Net Carrying Value Presented on the Balance Sheet
|
|
|
Commodity Derivatives
|
Effect of Collateral Netting
|
|
Net Carrying Value Presented on the Balance Sheet
|
|
|||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||||||||
Prepaid expenses and other current assets
|
$
|
23
|
|
—
|
|
—
|
|
23
|
|
|
1,257
|
|
(1,070
|
)
|
(89
|
)
|
98
|
|
Other assets
|
3
|
|
—
|
|
—
|
|
3
|
|
|
2
|
|
—
|
|
—
|
|
2
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other accruals
|
1,188
|
|
(1,281
|
)
|
80
|
|
(13
|
)
|
|
—
|
|
(23
|
)
|
—
|
|
(23
|
)
|
|
Other liabilities and deferred credits
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|
5
|
|
(7
|
)
|
—
|
|
(2
|
)
|
|
Total
|
$
|
1,214
|
|
(1,282
|
)
|
80
|
|
12
|
|
|
1,264
|
|
(1,100
|
)
|
(89
|
)
|
75
|
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||
Sales and other operating revenues
|
$
|
(150
|
)
|
|
192
|
|
|
(247
|
)
|
Other income
|
33
|
|
|
(15
|
)
|
|
27
|
|
|
Purchased crude oil and products
|
(161
|
)
|
|
(64
|
)
|
|
(18
|
)
|
|
Net gain (loss) from commodity derivative activity
|
$
|
(278
|
)
|
|
113
|
|
|
(238
|
)
|
|
Open Position
Long / (Short)
|
||||
|
2019
|
|
|
2018
|
|
Commodity
|
|
|
|
||
Crude oil, refined petroleum products and NGL (millions of barrels)
|
(16
|
)
|
|
(17
|
)
|
•
|
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.
|
•
|
Cash and cash equivalents—The carrying amount reported on our consolidated balance sheet approximates fair value.
|
•
|
Accounts and notes receivable—The carrying amount reported on our 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 nonexchange quotes, we classify those contracts as Level 2.
|
•
|
Rabbi trust assets—These deferred compensation investments are measured at fair value using unadjusted quoted prices available from national securities exchanges and are 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 market prices.
|
|
Millions of Dollars
|
|||||||||||||||||||
|
December 31, 2019
|
|||||||||||||||||||
|
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
|
$
|
820
|
|
|
368
|
|
|
—
|
|
|
1,188
|
|
(1,188
|
)
|
—
|
|
—
|
|
—
|
|
Physical forward contracts
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
—
|
|
—
|
|
—
|
|
26
|
|
|
Interest rate derivatives
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|
Rabbi trust assets
|
127
|
|
|
—
|
|
|
—
|
|
|
127
|
|
N/A
|
|
N/A
|
|
—
|
|
127
|
|
|
|
$
|
947
|
|
|
395
|
|
|
—
|
|
|
1,342
|
|
(1,188
|
)
|
—
|
|
—
|
|
154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commodity Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exchange-cleared instruments
|
$
|
884
|
|
|
385
|
|
|
—
|
|
|
1,269
|
|
(1,188
|
)
|
(80
|
)
|
—
|
|
1
|
|
OTC instruments
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|
Physical forward contracts
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
—
|
|
—
|
|
—
|
|
12
|
|
|
Floating-rate debt
|
—
|
|
|
1,100
|
|
|
—
|
|
|
1,100
|
|
N/A
|
|
N/A
|
|
—
|
|
1,100
|
|
|
Fixed-rate debt, excluding finance leases
|
—
|
|
|
11,813
|
|
|
—
|
|
|
11,813
|
|
N/A
|
|
N/A
|
|
(1,438
|
)
|
10,375
|
|
|
|
$
|
884
|
|
|
13,311
|
|
|
—
|
|
|
14,195
|
|
(1,188
|
)
|
(80
|
)
|
(1,438
|
)
|
11,489
|
|
|
Millions of Dollars
|
|||||||||||||||||||
|
December 31, 2018
|
|||||||||||||||||||
|
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
|
$
|
674
|
|
|
547
|
|
|
—
|
|
|
1,221
|
|
(1,075
|
)
|
(89
|
)
|
—
|
|
57
|
|
Physical forward contracts
|
—
|
|
|
39
|
|
|
4
|
|
|
43
|
|
—
|
|
—
|
|
—
|
|
43
|
|
|
Interest rate derivatives
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
—
|
|
—
|
|
—
|
|
15
|
|
|
Rabbi trust assets
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
N/A
|
|
N/A
|
|
—
|
|
104
|
|
|
|
$
|
778
|
|
|
601
|
|
|
4
|
|
|
1,383
|
|
(1,075
|
)
|
(89
|
)
|
—
|
|
219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commodity Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exchange-cleared instruments
|
$
|
605
|
|
|
472
|
|
|
—
|
|
|
1,077
|
|
(1,075
|
)
|
—
|
|
—
|
|
2
|
|
Physical forward contracts
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
—
|
|
—
|
|
—
|
|
20
|
|
|
OTC instruments
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
|
Floating-rate debt
|
—
|
|
|
1,200
|
|
|
—
|
|
|
1,200
|
|
N/A
|
|
N/A
|
|
—
|
|
1,200
|
|
|
Fixed-rate debt, excluding finance leases
|
—
|
|
|
9,727
|
|
|
—
|
|
|
9,727
|
|
N/A
|
|
N/A
|
|
49
|
|
9,776
|
|
|
|
$
|
605
|
|
|
11,422
|
|
|
—
|
|
|
12,027
|
|
(1,075
|
)
|
—
|
|
49
|
|
11,001
|
|
•
|
The fair value of our share of DCP Midstream’s limited partner interest in DCP Partners was estimated based on an average market price of DCP Partners’ common units for a 20-day trading period encompassing September 30, 2019.
|
•
|
The fair value of our share of DCP Midstream’s general partner interest in DCP Partners was estimated using two primary inputs: 1) estimated future cash distributions from DCP Partners attributable to the IDRs, and 2) a multiple of those cash flows based on internal estimates and observation of IDR conversion transactions by other master limited partnerships.
|
|
Millions of Dollars
|
|||||
|
December 31, 2019
|
|||||
|
Finance
Leases
|
|
|
Operating
Leases
|
|
|
Right-of-Use Assets
|
|
|
|
|||
Net properties, plants and equipment
|
$
|
284
|
|
|
—
|
|
Other assets
|
—
|
|
|
1,312
|
|
|
Total right-of-use assets
|
$
|
284
|
|
|
1,312
|
|
|
|
|
|
|||
Lease Liabilities
|
|
|
|
|||
Short-term debt
|
$
|
18
|
|
|
—
|
|
Other accruals
|
—
|
|
|
455
|
|
|
Long-term debt
|
259
|
|
|
—
|
|
|
Other liabilities and deferred credits
|
—
|
|
|
806
|
|
|
Total lease liabilities
|
$
|
277
|
|
|
1,261
|
|
|
Millions of Dollars
|
|||||
|
Finance
Leases
|
|
|
Operating
Leases
|
|
|
|
|
|
|
|||
2020
|
$
|
26
|
|
|
488
|
|
2021
|
25
|
|
|
260
|
|
|
2022
|
23
|
|
|
167
|
|
|
2023
|
23
|
|
|
111
|
|
|
2024
|
23
|
|
|
84
|
|
|
Remaining years
|
243
|
|
|
299
|
|
|
Future minimum lease payments
|
363
|
|
|
1,409
|
|
|
Amount representing interest or discounts
|
(86
|
)
|
|
(148
|
)
|
|
Total lease liabilities
|
$
|
277
|
|
|
1,261
|
|
|
Millions of Dollars
|
|
|
|
|
||
Finance lease cost
|
|
||
Amortization of right-of-use assets
|
$
|
20
|
|
Interest on lease liabilities
|
6
|
|
|
Total finance lease cost
|
26
|
|
|
Operating lease cost
|
531
|
|
|
Short-term lease cost
|
118
|
|
|
Variable lease cost
|
12
|
|
|
Sublease income
|
(16
|
)
|
|
Total net lease cost
|
$
|
671
|
|
|
Millions of Dollars
|
|
|
|
|
||
Operating cash outflows—finance leases
|
$
|
6
|
|
Operating cash outflows—operating leases
|
553
|
|
|
Financing cash outflows—finance leases
|
21
|
|
Weighted-average remaining lease term—finance leases (years)
|
11.1
|
|
Weighted-average remaining lease term—operating leases (years)
|
5.6
|
|
|
|
|
Weighted-average discount rate—finance leases
|
3.1
|
%
|
Weighted-average discount rate—operating leases
|
3.8
|
%
|
|
Millions of Dollars
|
|||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
|
2018
|
|
|||||||||
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
|
|
|
|||
Change in Benefit Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Benefit obligations at January 1
|
$
|
2,730
|
|
|
1,007
|
|
|
3,043
|
|
|
1,209
|
|
|
220
|
|
|
232
|
|
Service cost
|
127
|
|
|
23
|
|
|
136
|
|
|
29
|
|
|
5
|
|
|
6
|
|
|
Interest cost
|
109
|
|
|
26
|
|
|
104
|
|
|
28
|
|
|
9
|
|
|
7
|
|
|
Plan participant contributions
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
4
|
|
|
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
Net actuarial loss (gain)
|
380
|
|
|
186
|
|
|
(167
|
)
|
|
(165
|
)
|
|
6
|
|
|
(9
|
)
|
|
Benefits paid
|
(198
|
)
|
|
(31
|
)
|
|
(386
|
)
|
|
(27
|
)
|
|
(17
|
)
|
|
(20
|
)
|
|
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
Foreign currency exchange rate change
|
—
|
|
|
15
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
Benefit obligations at December 31
|
$
|
3,148
|
|
|
1,228
|
|
|
2,730
|
|
|
1,007
|
|
|
226
|
|
|
220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Change in Fair Value of Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fair value of plan assets at January 1
|
$
|
2,377
|
|
|
902
|
|
|
2,751
|
|
|
972
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
478
|
|
|
121
|
|
|
(122
|
)
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
Company contributions
|
45
|
|
|
28
|
|
|
134
|
|
|
34
|
|
|
12
|
|
|
16
|
|
|
Plan participant contributions
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
4
|
|
|
Benefits paid
|
(198
|
)
|
|
(31
|
)
|
|
(386
|
)
|
|
(27
|
)
|
|
(17
|
)
|
|
(20
|
)
|
|
Foreign currency exchange rate change
|
—
|
|
|
24
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
Fair value of plan assets at December 31
|
$
|
2,702
|
|
|
1,046
|
|
|
2,377
|
|
|
902
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Status at December 31
|
$
|
(446
|
)
|
|
(182
|
)
|
|
(353
|
)
|
|
(105
|
)
|
|
(226
|
)
|
|
(220
|
)
|
|
Millions of Dollars
|
|||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
|
2018
|
|
|||||||||
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
|
|
|
|||
Amounts Recognized in the Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Noncurrent assets
|
$
|
—
|
|
|
29
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
Current liabilities
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(15
|
)
|
|
(16
|
)
|
|
Noncurrent liabilities
|
(421
|
)
|
|
(211
|
)
|
|
(328
|
)
|
|
(183
|
)
|
|
(211
|
)
|
|
(204
|
)
|
|
Total recognized
|
$
|
(446
|
)
|
|
(182
|
)
|
|
(353
|
)
|
|
(105
|
)
|
|
(226
|
)
|
|
(220
|
)
|
|
Millions of Dollars
|
|||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
|
2018
|
|
|||||||||
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Unrecognized net actuarial loss (gain)
|
$
|
523
|
|
|
164
|
|
|
539
|
|
|
64
|
|
|
—
|
|
|
(8
|
)
|
Unrecognized prior service credit
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
Millions of Dollars
|
|||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
|
2018
|
|
|||||||||
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
|
|
|
|||
Sources of Change in Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net actuarial gain (loss) arising during the period
|
$
|
(45
|
)
|
|
(106
|
)
|
|
(125
|
)
|
|
102
|
|
|
(7
|
)
|
|
9
|
|
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
Amortization of net actuarial loss (gain) and settlements
|
61
|
|
|
6
|
|
|
131
|
|
|
19
|
|
|
(1
|
)
|
|
—
|
|
|
Prior service credit arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
Amortization of prior service credit
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
Total recognized in other comprehensive income (loss)
|
$
|
16
|
|
|
(101
|
)
|
|
6
|
|
|
125
|
|
|
(8
|
)
|
|
8
|
|
|
Millions of Dollars
|
|||||||||||
|
Pension Benefits
|
|||||||||||
|
2019
|
|
2018
|
|||||||||
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated benefit obligations
|
$
|
2,855
|
|
|
396
|
|
|
123
|
|
|
345
|
|
Fair value of plan assets
|
2,702
|
|
|
207
|
|
|
—
|
|
|
182
|
|
|
Millions of Dollars
|
|||||||||||
|
Pension Benefits
|
|||||||||||
|
2019
|
|
2018
|
|||||||||
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
|
|
|
|
|
|
|
|
|||||
Projected benefit obligations
|
$
|
3,148
|
|
|
419
|
|
|
2,730
|
|
|
365
|
|
Fair value of plan assets
|
2,702
|
|
|
207
|
|
|
2,377
|
|
|
182
|
|
|
Millions of Dollars
|
||||||||||||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||||||||||||
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
|
|
|
|
|
||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
127
|
|
|
23
|
|
|
136
|
|
|
29
|
|
|
132
|
|
|
32
|
|
|
5
|
|
|
6
|
|
|
6
|
|
Interest cost
|
109
|
|
|
26
|
|
|
104
|
|
|
28
|
|
|
108
|
|
|
27
|
|
|
9
|
|
|
7
|
|
|
8
|
|
|
Expected return on plan assets
|
(143
|
)
|
|
(44
|
)
|
|
(169
|
)
|
|
(46
|
)
|
|
(146
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Amortization of prior service cost (credit)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
Amortization of net actuarial loss (gain)
|
53
|
|
|
6
|
|
|
59
|
|
|
19
|
|
|
70
|
|
|
23
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
Settlements
|
8
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total net periodic benefit cost*
|
$
|
154
|
|
|
10
|
|
|
202
|
|
|
29
|
|
|
250
|
|
|
41
|
|
|
11
|
|
|
12
|
|
|
12
|
|
|
Pension Benefits
|
|
Other Benefits
|
|||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||
|
U.S.
|
|
|
Int’l.
|
|
U.S.
|
|
Int’l.
|
|
|
|
|
Assumptions Used to Determine Benefit Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
3.30
|
%
|
|
1.81
|
|
4.30
|
|
2.59
|
|
3.05
|
|
4.15
|
Rate of compensation increase
|
4.00
|
|
|
3.34
|
|
4.00
|
|
3.34
|
|
—
|
|
—
|
Interest crediting rate on cash balance plan
|
2.70
|
|
|
—
|
|
3.25
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions Used to Determine Net Periodic Benefit Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.30
|
%
|
|
2.59
|
|
3.60
|
|
2.36
|
|
4.15
|
|
3.35
|
Expected return on plan assets
|
6.50
|
|
|
4.93
|
|
6.50
|
|
4.78
|
|
—
|
|
—
|
Rate of compensation increase
|
4.00
|
|
|
3.34
|
|
4.00
|
|
3.74
|
|
—
|
|
—
|
Interest crediting rate on cash balance plan
|
3.25
|
|
|
—
|
|
3.00
|
|
—
|
|
—
|
|
—
|
•
|
Fair values of equity securities and government debt securities are based on quoted market prices.
|
•
|
Fair values of corporate debt securities are estimated using recently executed transactions and market price quotations. If there have been no market transactions in a particular fixed income security, its fair value is calculated by pricing models that benchmark the security against other securities with actual market prices.
|
•
|
Cash and cash equivalents are valued at cost, which approximates fair value.
|
•
|
Fair values of insurance contracts are valued at the present value of the future benefit payments owed by the insurance company to the plans’ participants.
|
•
|
Fair values of investments in common/collective trusts and real estate funds are valued at the net asset value (NAV) as a practical expedient. The NAV is based on the underlying net assets owned by the fund and the relative interest of each participating investor in the fair value of the underlying assets. These investments valued at NAV are not classified within the fair value hierarchy, but are presented in the fair value table to permit reconciliation of total plan assets to the amounts presented in the notes to consolidated financial statements.
|
|
Millions of Dollars
|
|||||||||||||||||||||||
|
U.S.
|
|
International
|
|||||||||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity securities
|
$
|
437
|
|
|
—
|
|
|
—
|
|
|
437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Government debt securities
|
475
|
|
|
—
|
|
|
—
|
|
|
475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Corporate debt securities
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash and cash equivalents
|
136
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
Total assets in the fair value hierarchy
|
1,048
|
|
|
134
|
|
|
—
|
|
|
1,182
|
|
|
4
|
|
|
—
|
|
|
14
|
|
|
18
|
|
|
Common/collective trusts measured at NAV
|
|
|
|
|
|
|
1,364
|
|
|
|
|
|
|
|
|
938
|
|
|||||||
Real estate funds measured at NAV
|
|
|
|
|
|
|
156
|
|
|
|
|
|
|
|
|
90
|
|
|||||||
Total
|
$
|
1,048
|
|
|
134
|
|
|
—
|
|
|
2,702
|
|
|
4
|
|
|
—
|
|
|
14
|
|
|
1,046
|
|
|
Millions of Dollars
|
|||||||||||||||||||||||
|
U.S.
|
|
International
|
|||||||||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity securities
|
$
|
421
|
|
|
—
|
|
|
—
|
|
|
421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Government debt securities
|
610
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Corporate debt securities
|
—
|
|
|
129
|
|
|
—
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash and cash equivalents
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
Total assets in the fair value hierarchy
|
1,081
|
|
|
129
|
|
|
—
|
|
|
1,210
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|
21
|
|
|
Common/collective trusts measured at NAV
|
|
|
|
|
|
|
1,048
|
|
|
|
|
|
|
|
|
873
|
|
|||||||
Real estate funds measured at NAV
|
|
|
|
|
|
|
119
|
|
|
|
|
|
|
|
|
8
|
|
|||||||
Total
|
$
|
1,081
|
|
|
129
|
|
|
—
|
|
|
2,377
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|
902
|
|
|
Millions of Dollars
|
||||||||
|
Pension Benefits
|
|
Other Benefits
|
|
|||||
|
U.S.
|
|
|
Int’l.
|
|
|
|
||
|
|
|
|
|
|
||||
2020
|
$
|
538
|
|
|
21
|
|
|
26
|
|
2021
|
309
|
|
|
23
|
|
|
27
|
|
|
2022
|
320
|
|
|
25
|
|
|
27
|
|
|
2023
|
284
|
|
|
27
|
|
|
26
|
|
|
2024
|
289
|
|
|
29
|
|
|
24
|
|
|
2025-2029
|
1,198
|
|
|
176
|
|
|
96
|
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||
Share-based compensation expense
|
$
|
169
|
|
|
100
|
|
|
142
|
|
Income tax benefit
|
(53
|
)
|
|
(45
|
)
|
|
(74
|
)
|
|
|
|
|
|
|
|
Millions of Dollars
|
|
||||||
|
Options
|
|
|
Weighted-
Average
Exercise Price
|
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
|
Aggregate
Intrinsic Value |
|
|||
|
|
|
|
|
|
|
|
|||||||
Outstanding at January 1, 2019
|
4,752,808
|
|
|
$
|
63.11
|
|
|
|
|
|
||||
Granted
|
830,900
|
|
|
94.97
|
|
|
$
|
17.58
|
|
|
|
|||
Forfeited
|
(553
|
)
|
|
94.85
|
|
|
|
|
|
|||||
Exercised
|
(803,751
|
)
|
|
39.90
|
|
|
|
|
$
|
51
|
|
|||
Outstanding at December 31, 2019
|
4,779,404
|
|
|
$
|
72.55
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Vested at December 31, 2019
|
3,603,296
|
|
|
$
|
65.69
|
|
|
|
|
$
|
162
|
|
||
|
|
|
|
|
|
|
|
|||||||
Exercisable at December 31, 2019
|
3,267,111
|
|
|
$
|
63.57
|
|
|
|
|
$
|
154
|
|
|
2019
|
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
Risk-free interest rate
|
2.68
|
%
|
|
2.81
|
|
2.28
|
Dividend yield
|
3.70
|
%
|
|
2.80
|
|
2.90
|
Volatility factor
|
25.61
|
%
|
|
25.41
|
|
26.91
|
Expected life (years)
|
7.06
|
|
|
7.18
|
|
7.22
|
|
|
|
|
|
Millions of Dollars
|
|
||||
|
Stock Units
|
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
|
Total Fair Value
|
|
||
|
|
|
|
|
|
|||||
Outstanding at January 1, 2019
|
2,259,829
|
|
|
$
|
84.52
|
|
|
|
||
Granted
|
1,001,899
|
|
|
95.16
|
|
|
|
|||
Forfeited
|
(50,192
|
)
|
|
95.21
|
|
|
|
|||
Issued
|
(836,952
|
)
|
|
79.73
|
|
|
$
|
80
|
|
|
Outstanding at December 31, 2019
|
2,374,584
|
|
|
$
|
90.47
|
|
|
|
||
|
|
|
|
|
|
|||||
Not Vested at December 31, 2019
|
1,619,720
|
|
|
$
|
91.04
|
|
|
|
|
|
|
|
|
Millions of Dollars
|
|
||||
|
Performance
Share Units
|
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
|
Total Fair Value
|
|
||
|
|
|
|
|
|
|||||
Outstanding at January 1, 2019
|
1,902,502
|
|
|
$
|
49.52
|
|
|
|
||
Granted
|
287,914
|
|
|
87.42
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|||
Issued
|
(461,942
|
)
|
|
59.12
|
|
|
$
|
44
|
|
|
Cash settled
|
(287,914
|
)
|
|
87.42
|
|
|
25
|
|
||
Outstanding at December 31, 2019
|
1,440,560
|
|
|
$
|
46.44
|
|
|
|
||
|
|
|
|
|
|
|||||
Not Vested at December 31, 2019
|
73,271
|
|
|
$
|
69.63
|
|
|
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Income Tax Expense (Benefit)
|
|
|
|
|
|
||||
Federal
|
|
|
|
|
|
||||
Current
|
$
|
354
|
|
|
739
|
|
|
9
|
|
Deferred
|
177
|
|
|
257
|
|
|
(1,960
|
)
|
|
Foreign
|
|
|
|
|
|
||||
Current
|
204
|
|
|
326
|
|
|
126
|
|
|
Deferred
|
(50
|
)
|
|
53
|
|
|
3
|
|
|
State and local
|
|
|
|
|
|
||||
Current
|
61
|
|
|
255
|
|
|
61
|
|
|
Deferred
|
55
|
|
|
(58
|
)
|
|
68
|
|
|
|
$
|
801
|
|
|
1,572
|
|
|
(1,693
|
)
|
|
Millions of Dollars
|
|||||
|
2019
|
|
|
2018
|
|
|
Deferred Tax Liabilities
|
|
|
|
|||
Properties, plants and equipment, and intangibles
|
$
|
3,297
|
|
|
3,074
|
|
Investment in joint ventures
|
2,137
|
|
|
2,041
|
|
|
Investment in subsidiaries
|
794
|
|
|
602
|
|
|
Inventory
|
—
|
|
|
66
|
|
|
Other
|
263
|
|
|
14
|
|
|
Total deferred tax liabilities
|
6,491
|
|
|
5,797
|
|
|
|
|
|
|
|||
Deferred Tax Assets
|
|
|
|
|||
Benefit plan accruals
|
460
|
|
|
395
|
|
|
Asset retirement obligations and accrued environmental costs
|
115
|
|
|
109
|
|
|
Loss and credit carryforwards
|
54
|
|
|
59
|
|
|
Other financial accruals and deferrals
|
70
|
|
|
16
|
|
|
Inventory
|
28
|
|
|
—
|
|
|
Other
|
281
|
|
|
—
|
|
|
Total deferred tax assets
|
1,008
|
|
|
579
|
|
|
Less: valuation allowance
|
22
|
|
|
8
|
|
|
Net deferred tax assets
|
986
|
|
|
571
|
|
|
Net deferred tax liabilities
|
$
|
5,505
|
|
|
5,226
|
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||
Balance at January 1
|
$
|
23
|
|
|
34
|
|
|
70
|
|
Additions for tax positions of current year
|
2
|
|
|
—
|
|
|
—
|
|
|
Additions for tax positions of prior years
|
29
|
|
|
1
|
|
|
1
|
|
|
Reductions for tax positions of prior years
|
(14
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
Settlements
|
—
|
|
|
(10
|
)
|
|
(32
|
)
|
|
Balance at December 31
|
$
|
40
|
|
|
23
|
|
|
34
|
|
|
Millions of Dollars
|
|
Percentage of
Income Before Income Taxes
|
|||||||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
$
|
3,267
|
|
|
5,716
|
|
|
2,799
|
|
|
78.2
|
%
|
|
76.8
|
|
|
78.7
|
|
Foreign
|
911
|
|
|
1,729
|
|
|
756
|
|
|
21.8
|
|
|
23.2
|
|
|
21.3
|
|
|
|
$
|
4,178
|
|
|
7,445
|
|
|
3,555
|
|
|
100.0
|
%
|
|
100.0
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal statutory income tax
|
$
|
877
|
|
|
1,563
|
|
|
1,244
|
|
|
21.0
|
%
|
|
21.0
|
|
|
35.0
|
|
State income tax, net of federal benefit
|
92
|
|
|
155
|
|
|
79
|
|
|
2.2
|
|
|
2.1
|
|
|
2.2
|
|
|
Tax Cuts and Jobs Act
|
(42
|
)
|
|
36
|
|
|
(2,721
|
)
|
|
(1.0
|
)
|
|
0.5
|
|
|
(76.5
|
)
|
|
Foreign rate differential
|
(31
|
)
|
|
(3
|
)
|
|
(137
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(3.9
|
)
|
|
Noncontrolling interests
|
(61
|
)
|
|
(58
|
)
|
|
(46
|
)
|
|
(1.5
|
)
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|
Change in valuation allowance
|
14
|
|
|
(20
|
)
|
|
(4
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
Other*
|
(48
|
)
|
|
(101
|
)
|
|
(108
|
)
|
|
(1.1
|
)
|
|
(1.4
|
)
|
|
(3.0
|
)
|
|
|
$
|
801
|
|
|
1,572
|
|
|
(1,693
|
)
|
|
19.2
|
%
|
|
21.1
|
|
|
(47.6
|
)
|
|
Millions of Dollars
|
|||||||||||
|
Defined
Benefit
Plans
|
|
|
Foreign
Currency
Translation
|
|
|
Hedging
|
|
|
Accumulated
Other
Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2016
|
$
|
(713
|
)
|
|
(285
|
)
|
|
3
|
|
|
(995
|
)
|
Other comprehensive income before reclassifications
|
3
|
|
|
259
|
|
|
4
|
|
|
266
|
|
|
Amounts reclassified from accumulated other comprehensive loss*
|
|
|
|
|
|
|
|
|||||
Defined benefit plans**
|
|
|
|
|
|
|
|
|||||
Amortization of net actuarial loss, prior service cost (credit) and settlements
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
Net current period other comprehensive income
|
115
|
|
|
259
|
|
|
4
|
|
|
378
|
|
|
December 31, 2017
|
(598
|
)
|
|
(26
|
)
|
|
7
|
|
|
(617
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
14
|
|
|
(192
|
)
|
|
4
|
|
|
(174
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|||||
Defined benefit plans**
|
|
|
|
|
|
|
|
|||||
Amortization of net actuarial loss, prior service credit and settlements
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
Foreign currency translation
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|
Hedging
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Net current period other comprehensive income (loss)
|
126
|
|
|
(202
|
)
|
|
1
|
|
|
(75
|
)
|
|
December 31, 2018
|
(472
|
)
|
|
(228
|
)
|
|
8
|
|
|
(692
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
(140
|
)
|
|
95
|
|
|
(5
|
)
|
|
(50
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|||||
Defined benefit plans**
|
|
|
|
|
|
|
|
|||||
Amortization of net actuarial loss, prior service credit and settlements
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Hedging
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
Net current period other comprehensive income (loss)
|
(91
|
)
|
|
95
|
|
|
(11
|
)
|
|
(7
|
)
|
|
Income taxes reclassified to retained earnings***
|
(93
|
)
|
|
2
|
|
|
2
|
|
|
(89
|
)
|
|
December 31, 2019
|
$
|
(656
|
)
|
|
(131
|
)
|
|
(1
|
)
|
|
(788
|
)
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Cash Payments (Receipts)
|
|
|
|
|
|
||||
Interest
|
$
|
426
|
|
|
465
|
|
|
421
|
|
Income taxes*
|
955
|
|
|
984
|
|
|
(257
|
)
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||
Operating revenues and other income (a)
|
$
|
2,977
|
|
|
3,514
|
|
|
2,596
|
|
Purchases (b)
|
11,726
|
|
|
12,755
|
|
|
10,468
|
|
|
Operating expenses and selling, general and administrative expenses (c)
|
96
|
|
|
59
|
|
|
79
|
|
(a)
|
We sold NGL, other petrochemical feedstocks and solvents to CPChem, NGL and certain feedstocks to DCP Midstream, gas oil and hydrogen feedstocks to Excel Paralubes (Excel), refined petroleum products to OnCue and United. We also sold certain feedstocks and intermediate products to WRB and 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, refined petroleum products and NGL from WRB and also acted as agent for WRB in distributing solvents. We also 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. In addition, we purchased base oils and fuel products from Excel for use in our specialty and refining businesses. We paid NGL fractionation fees to CPChem. We also paid fees to various pipeline affiliates for transporting crude oil, refined petroleum products and NGL.
|
(c)
|
We paid consignment fees to United, and utility and processing fees to various affiliates.
|
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 master limited partnership (MLP), Phillips 66 Partners, as well as our 50% equity investment in DCP Midstream.
|
2)
|
Chemicals—Consists of our 50% equity investment in CPChem, which manufactures and markets petrochemicals and plastics on a worldwide basis.
|
3)
|
Refining—Refines crude oil and other feedstocks into petroleum products, such as gasoline, distillates and aviation fuels, at 13 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.
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Capital Expenditures and Investments
|
|
|
|
|
|
||||
Midstream
|
$
|
2,292
|
|
|
1,548
|
|
|
771
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
Refining
|
1,001
|
|
|
826
|
|
|
853
|
|
|
Marketing and Specialties
|
374
|
|
|
125
|
|
|
108
|
|
|
Corporate and Other
|
206
|
|
|
140
|
|
|
100
|
|
|
Consolidated capital expenditures and investments
|
$
|
3,873
|
|
|
2,639
|
|
|
1,832
|
|
|
Millions of Dollars
|
||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||
United States
|
$
|
36,407
|
|
|
34,587
|
|
|
33,457
|
|
United Kingdom
|
1,256
|
|
|
1,191
|
|
|
1,254
|
|
|
Germany
|
601
|
|
|
570
|
|
|
593
|
|
|
Other foreign countries
|
93
|
|
|
91
|
|
|
97
|
|
|
Worldwide consolidated
|
$
|
38,357
|
|
|
36,439
|
|
|
35,401
|
|
|
Millions of Dollars
|
|||||
|
December 31
2019 |
|
|
December 31
2018 |
|
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
286
|
|
|
1
|
|
Equity investments*
|
2,961
|
|
|
2,448
|
|
|
Net properties, plants and equipment
|
3,349
|
|
|
3,052
|
|
|
Short-term debt
|
25
|
|
|
50
|
|
|
Long-term debt
|
3,491
|
|
|
2,998
|
|
•
|
Phillips 66 and Phillips 66 Company (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting).
|
•
|
All other nonguarantor subsidiaries.
|
•
|
The consolidating adjustments necessary to present Phillips 66’s results on a consolidated basis.
|
|
Millions of Dollars
|
||||||||||
|
Year Ended December 31, 2019
|
||||||||||
Statement of Income
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||||
Sales and other operating revenues
|
$
|
—
|
|
82,857
|
|
24,436
|
|
—
|
|
107,293
|
|
Equity in earnings of affiliates
|
3,342
|
|
2,163
|
|
738
|
|
(4,116
|
)
|
2,127
|
|
|
Net gain on dispositions
|
—
|
|
—
|
|
20
|
|
—
|
|
20
|
|
|
Other income
|
—
|
|
76
|
|
43
|
|
—
|
|
119
|
|
|
Intercompany revenues
|
—
|
|
3,804
|
|
14,370
|
|
(18,174
|
)
|
—
|
|
|
Total Revenues and Other Income
|
3,342
|
|
88,900
|
|
39,607
|
|
(22,290
|
)
|
109,559
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
||||||
Purchased crude oil and products
|
—
|
|
78,244
|
|
35,067
|
|
(17,782
|
)
|
95,529
|
|
|
Operating expenses
|
—
|
|
4,005
|
|
1,141
|
|
(72
|
)
|
5,074
|
|
|
Selling, general and administrative expenses
|
6
|
|
1,299
|
|
386
|
|
(10
|
)
|
1,681
|
|
|
Depreciation and amortization
|
—
|
|
918
|
|
423
|
|
—
|
|
1,341
|
|
|
Impairments
|
—
|
|
3
|
|
858
|
|
—
|
|
861
|
|
|
Taxes other than income taxes
|
—
|
|
293
|
|
116
|
|
—
|
|
409
|
|
|
Accretion on discounted liabilities
|
—
|
|
18
|
|
5
|
|
—
|
|
23
|
|
|
Interest and debt expense
|
347
|
|
145
|
|
276
|
|
(310
|
)
|
458
|
|
|
Foreign currency transaction losses
|
—
|
|
—
|
|
5
|
|
—
|
|
5
|
|
|
Total Costs and Expenses
|
353
|
|
84,925
|
|
38,277
|
|
(18,174
|
)
|
105,381
|
|
|
Income before income taxes
|
2,989
|
|
3,975
|
|
1,330
|
|
(4,116
|
)
|
4,178
|
|
|
Income tax expense (benefit)
|
(87
|
)
|
633
|
|
255
|
|
—
|
|
801
|
|
|
Net Income
|
3,076
|
|
3,342
|
|
1,075
|
|
(4,116
|
)
|
3,377
|
|
|
Less: net income attributable to noncontrolling interests
|
—
|
|
—
|
|
301
|
|
—
|
|
301
|
|
|
Net Income Attributable to Phillips 66
|
$
|
3,076
|
|
3,342
|
|
774
|
|
(4,116
|
)
|
3,076
|
|
|
|
|
|
|
|
||||||
Comprehensive Income
|
$
|
3,069
|
|
3,335
|
|
1,098
|
|
(4,132
|
)
|
3,370
|
|
|
Millions of Dollars
|
||||||||||
|
Year Ended December 31, 2018
|
||||||||||
Statement of Income
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||||
Sales and other operating revenues
|
$
|
—
|
|
85,486
|
|
25,975
|
|
—
|
|
111,461
|
|
Equity in earnings of affiliates
|
5,918
|
|
4,030
|
|
747
|
|
(8,019
|
)
|
2,676
|
|
|
Net gain on dispositions
|
—
|
|
8
|
|
11
|
|
—
|
|
19
|
|
|
Other income
|
—
|
|
33
|
|
28
|
|
—
|
|
61
|
|
|
Intercompany revenues
|
—
|
|
3,493
|
|
14,085
|
|
(17,578
|
)
|
—
|
|
|
Total Revenues and Other Income
|
5,918
|
|
93,050
|
|
40,846
|
|
(25,597
|
)
|
114,217
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
||||||
Purchased crude oil and products
|
—
|
|
79,559
|
|
35,563
|
|
(17,192
|
)
|
97,930
|
|
|
Operating expenses
|
—
|
|
3,769
|
|
1,193
|
|
(82
|
)
|
4,880
|
|
|
Selling, general and administrative expenses
|
7
|
|
1,297
|
|
383
|
|
(10
|
)
|
1,677
|
|
|
Depreciation and amortization
|
—
|
|
926
|
|
430
|
|
—
|
|
1,356
|
|
|
Impairments
|
—
|
|
3
|
|
5
|
|
—
|
|
8
|
|
|
Taxes other than income taxes
|
—
|
|
321
|
|
104
|
|
—
|
|
425
|
|
|
Accretion on discounted liabilities
|
—
|
|
18
|
|
5
|
|
—
|
|
23
|
|
|
Interest and debt expense
|
402
|
|
146
|
|
250
|
|
(294
|
)
|
504
|
|
|
Foreign currency transaction gains
|
—
|
|
—
|
|
(31
|
)
|
—
|
|
(31
|
)
|
|
Total Costs and Expenses
|
409
|
|
86,039
|
|
37,902
|
|
(17,578
|
)
|
106,772
|
|
|
Income before income taxes
|
5,509
|
|
7,011
|
|
2,944
|
|
(8,019
|
)
|
7,445
|
|
|
Income tax expense (benefit)
|
(86
|
)
|
1,093
|
|
565
|
|
—
|
|
1,572
|
|
|
Net Income
|
5,595
|
|
5,918
|
|
2,379
|
|
(8,019
|
)
|
5,873
|
|
|
Less: net income attributable to noncontrolling interests
|
—
|
|
—
|
|
278
|
|
—
|
|
278
|
|
|
Net Income Attributable to Phillips 66
|
$
|
5,595
|
|
5,918
|
|
2,101
|
|
(8,019
|
)
|
5,595
|
|
|
|
|
|
|
|
||||||
Comprehensive Income
|
$
|
5,520
|
|
5,843
|
|
2,291
|
|
(7,856
|
)
|
5,798
|
|
|
Millions of Dollars
|
||||||||||
|
Year Ended December 31, 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
|
$
|
—
|
|
74,640
|
|
27,714
|
|
—
|
|
102,354
|
|
Equity in earnings of affiliates
|
5,336
|
|
3,256
|
|
559
|
|
(7,419
|
)
|
1,732
|
|
|
Net gain on dispositions
|
—
|
|
1
|
|
14
|
|
—
|
|
15
|
|
|
Other income
|
3
|
|
471
|
|
47
|
|
—
|
|
521
|
|
|
Intercompany revenues
|
—
|
|
1,610
|
|
13,457
|
|
(15,067
|
)
|
—
|
|
|
Total Revenues and Other Income
|
5,339
|
|
79,978
|
|
41,791
|
|
(22,486
|
)
|
104,622
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
||||||
Purchased crude oil and products
|
—
|
|
63,812
|
|
30,379
|
|
(14,782
|
)
|
79,409
|
|
|
Operating expenses
|
—
|
|
3,672
|
|
1,085
|
|
(58
|
)
|
4,699
|
|
|
Selling, general and administrative expenses
|
7
|
|
1,300
|
|
399
|
|
(11
|
)
|
1,695
|
|
|
Depreciation and amortization
|
—
|
|
892
|
|
426
|
|
—
|
|
1,318
|
|
|
Impairments
|
—
|
|
20
|
|
4
|
|
—
|
|
24
|
|
|
Taxes other than income taxes
|
—
|
|
5,784
|
|
7,678
|
|
—
|
|
13,462
|
|
|
Accretion on discounted liabilities
|
—
|
|
17
|
|
5
|
|
—
|
|
22
|
|
|
Interest and debt expense
|
348
|
|
70
|
|
236
|
|
(216
|
)
|
438
|
|
|
Total Costs and Expenses
|
355
|
|
75,567
|
|
40,212
|
|
(15,067
|
)
|
101,067
|
|
|
Income before income taxes
|
4,984
|
|
4,411
|
|
1,579
|
|
(7,419
|
)
|
3,555
|
|
|
Income tax benefit
|
(122
|
)
|
(925
|
)
|
(646
|
)
|
—
|
|
(1,693
|
)
|
|
Net Income
|
5,106
|
|
5,336
|
|
2,225
|
|
(7,419
|
)
|
5,248
|
|
|
Less: net income attributable to noncontrolling interests
|
—
|
|
—
|
|
142
|
|
—
|
|
142
|
|
|
Net Income Attributable to Phillips 66
|
$
|
5,106
|
|
5,336
|
|
2,083
|
|
(7,419
|
)
|
5,106
|
|
|
|
|
|
|
|
||||||
Comprehensive Income
|
$
|
5,484
|
|
5,714
|
|
2,498
|
|
(8,070
|
)
|
5,626
|
|
|
Millions of Dollars
|
||||||||||
|
Year Ended December 31, 2019
|
||||||||||
Balance Sheet
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
136
|
|
1,478
|
|
—
|
|
1,614
|
|
Accounts and notes receivable
|
86
|
|
6,334
|
|
4,148
|
|
(2,058
|
)
|
8,510
|
|
|
Inventories
|
—
|
|
2,594
|
|
1,182
|
|
—
|
|
3,776
|
|
|
Prepaid expenses and other current assets
|
2
|
|
362
|
|
131
|
|
—
|
|
495
|
|
|
Total Current Assets
|
88
|
|
9,426
|
|
6,939
|
|
(2,058
|
)
|
14,395
|
|
|
Investments and long-term receivables
|
33,082
|
|
25,039
|
|
10,989
|
|
(54,539
|
)
|
14,571
|
|
|
Net properties, plants and equipment
|
—
|
|
13,676
|
|
10,110
|
|
—
|
|
23,786
|
|
|
Goodwill
|
—
|
|
2,853
|
|
417
|
|
—
|
|
3,270
|
|
|
Intangibles
|
—
|
|
732
|
|
137
|
|
—
|
|
869
|
|
|
Other assets
|
14
|
|
4,290
|
|
714
|
|
(3,189
|
)
|
1,829
|
|
|
Total Assets
|
$
|
33,184
|
|
56,016
|
|
29,306
|
|
(59,786
|
)
|
58,720
|
|
|
|
|
|
|
|
||||||
Liabilities and Equity
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
—
|
|
7,024
|
|
3,609
|
|
(2,058
|
)
|
8,575
|
|
Short-term debt
|
500
|
|
16
|
|
31
|
|
—
|
|
547
|
|
|
Accrued income and other taxes
|
—
|
|
386
|
|
593
|
|
—
|
|
979
|
|
|
Employee benefit obligations
|
—
|
|
648
|
|
62
|
|
—
|
|
710
|
|
|
Other accruals
|
65
|
|
850
|
|
249
|
|
(329
|
)
|
835
|
|
|
Total Current Liabilities
|
565
|
|
8,924
|
|
4,544
|
|
(2,387
|
)
|
11,646
|
|
|
Long-term debt
|
7,434
|
|
155
|
|
3,627
|
|
—
|
|
11,216
|
|
|
Asset retirement obligations and accrued environmental costs
|
—
|
|
460
|
|
178
|
|
—
|
|
638
|
|
|
Deferred income taxes
|
—
|
|
3,727
|
|
1,828
|
|
(2
|
)
|
5,553
|
|
|
Employee benefit obligations
|
—
|
|
825
|
|
219
|
|
—
|
|
1,044
|
|
|
Other liabilities and deferred credits
|
245
|
|
8,975
|
|
5,465
|
|
(13,231
|
)
|
1,454
|
|
|
Total Liabilities
|
8,244
|
|
23,066
|
|
15,861
|
|
(15,620
|
)
|
31,551
|
|
|
Common stock
|
3,634
|
|
25,838
|
|
9,516
|
|
(35,354
|
)
|
3,634
|
|
|
Retained earnings
|
22,094
|
|
7,900
|
|
1,940
|
|
(9,870
|
)
|
22,064
|
|
|
Accumulated other comprehensive loss
|
(788
|
)
|
(788
|
)
|
(270
|
)
|
1,058
|
|
(788
|
)
|
|
Noncontrolling interests
|
—
|
|
—
|
|
2,259
|
|
—
|
|
2,259
|
|
|
Total Liabilities and Equity
|
$
|
33,184
|
|
56,016
|
|
29,306
|
|
(59,786
|
)
|
58,720
|
|
|
Millions of Dollars
|
||||||||||
|
Year Ended December 31, 2018
|
||||||||||
Balance Sheet
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
1,648
|
|
1,371
|
|
—
|
|
3,019
|
|
Accounts and notes receivable
|
9
|
|
4,255
|
|
3,202
|
|
(1,293
|
)
|
6,173
|
|
|
Inventories
|
—
|
|
2,489
|
|
1,054
|
|
—
|
|
3,543
|
|
|
Prepaid expenses and other current assets
|
2
|
|
373
|
|
99
|
|
—
|
|
474
|
|
|
Total Current Assets
|
11
|
|
8,765
|
|
5,726
|
|
(1,293
|
)
|
13,209
|
|
|
Investments and long-term receivables
|
32,712
|
|
22,799
|
|
9,829
|
|
(50,919
|
)
|
14,421
|
|
|
Net properties, plants and equipment
|
—
|
|
13,218
|
|
8,800
|
|
—
|
|
22,018
|
|
|
Goodwill
|
—
|
|
2,853
|
|
417
|
|
—
|
|
3,270
|
|
|
Intangibles
|
—
|
|
726
|
|
143
|
|
—
|
|
869
|
|
|
Other assets
|
9
|
|
335
|
|
173
|
|
(2
|
)
|
515
|
|
|
Total Assets
|
$
|
32,732
|
|
48,696
|
|
25,088
|
|
(52,214
|
)
|
54,302
|
|
|
|
|
|
|
|
||||||
Liabilities and Equity
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
—
|
|
5,415
|
|
2,464
|
|
(1,293
|
)
|
6,586
|
|
Short-term debt
|
—
|
|
11
|
|
56
|
|
—
|
|
67
|
|
|
Accrued income and other taxes
|
—
|
|
458
|
|
658
|
|
—
|
|
1,116
|
|
|
Employee benefit obligations
|
—
|
|
663
|
|
61
|
|
—
|
|
724
|
|
|
Other accruals
|
66
|
|
227
|
|
149
|
|
—
|
|
442
|
|
|
Total Current Liabilities
|
66
|
|
6,774
|
|
3,388
|
|
(1,293
|
)
|
8,935
|
|
|
Long-term debt
|
7,928
|
|
54
|
|
3,111
|
|
—
|
|
11,093
|
|
|
Asset retirement obligations and accrued environmental costs
|
—
|
|
458
|
|
166
|
|
—
|
|
624
|
|
|
Deferred income taxes
|
1
|
|
3,541
|
|
1,735
|
|
(2
|
)
|
5,275
|
|
|
Employee benefit obligations
|
—
|
|
676
|
|
191
|
|
—
|
|
867
|
|
|
Other liabilities and deferred credits
|
55
|
|
4,611
|
|
4,287
|
|
(8,598
|
)
|
355
|
|
|
Total Liabilities
|
8,050
|
|
16,114
|
|
12,878
|
|
(9,893
|
)
|
27,149
|
|
|
Common stock
|
4,856
|
|
24,960
|
|
8,754
|
|
(33,714
|
)
|
4,856
|
|
|
Retained earnings
|
20,518
|
|
8,314
|
|
1,249
|
|
(9,592
|
)
|
20,489
|
|
|
Accumulated other comprehensive loss
|
(692
|
)
|
(692
|
)
|
(293
|
)
|
985
|
|
(692
|
)
|
|
Noncontrolling interests
|
—
|
|
—
|
|
2,500
|
|
—
|
|
2,500
|
|
|
Total Liabilities and Equity
|
$
|
32,732
|
|
48,696
|
|
25,088
|
|
(52,214
|
)
|
54,302
|
|
Selected Quarterly Financial Data (Unaudited)
|
|
Millions of Dollars
|
|
Per Share of Common Stock
|
|||||||||||
|
Sales and Other Operating Revenues
|
|
Income Before Income Taxes
|
|
Net Income
|
|
Net Income Attributable to Phillips 66
|
|
|
Net Income Attributable to Phillips 66
|
||||
|
|
Basic
|
|
Diluted
|
|
|||||||||
2019
|
|
|
|
|
|
|
|
|||||||
First
|
$
|
23,103
|
|
340
|
|
270
|
|
204
|
|
|
0.44
|
|
0.44
|
|
Second
|
27,847
|
|
1,829
|
|
1,504
|
|
1,424
|
|
|
3.13
|
|
3.12
|
|
|
Third
|
27,218
|
|
943
|
|
793
|
|
712
|
|
|
1.58
|
|
1.58
|
|
|
Fourth
|
29,125
|
|
1,066
|
|
810
|
|
736
|
|
|
1.65
|
|
1.64
|
|
|
|
|
|
|
|
|
|
|
|||||||
2018
|
|
|
|
|
|
|
|
|||||||
First
|
$
|
23,595
|
|
717
|
|
585
|
|
524
|
|
|
1.07
|
|
1.07
|
|
Second
|
28,980
|
|
1,835
|
|
1,404
|
|
1,339
|
|
|
2.86
|
|
2.84
|
|
|
Third
|
29,788
|
|
1,975
|
|
1,568
|
|
1,492
|
|
|
3.20
|
|
3.18
|
|
|
Fourth
|
29,098
|
|
2,918
|
|
2,316
|
|
2,240
|
|
|
4.85
|
|
4.82
|
|
(a)
|
1.
|
Financial Statements and Supplementary Data
The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page 73, are filed as part of this Annual Report on Form 10-K.
|
|
|
|
|
2.
|
Financial Statement Schedules
All financial statement schedules are omitted because they are not required, not significant, not applicable, or the information is shown in the financial statements or notes thereto.
|
|
|
|
|
3.
|
Exhibits
The exhibits listed in the Index to Exhibits, which appears on pages 150 to 153, are filed as part of this Annual Report on Form 10-K.
|
|
|
|
(c)
|
|
Pursuant to Rule 3-09 of Regulation S-X, the financial statements of Chevron Phillips Chemical Company LLC as of December 31, 2019 and 2018, and for each of the three years ended December 31, 2019, are included as an exhibit to this Annual Report on Form 10-K.
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Description
|
Form
|
Exhibit
Number
|
|
Filing
Date
|
SEC
File No.
|
|
|
|
|
|
|
|
|
|
8-K
|
2.1
|
|
05/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
8-K
|
3.1
|
|
05/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
8-K
|
3.1
|
|
02/09/2017
|
001-35349
|
||
|
|
|
|
|
|
|
|
4.1*
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the company and its subsidiaries because the total amount of securities authorized thereunder does not exceed 10% of the total assets of the company and its subsidiaries on a consolidated basis. The company agrees to furnish a copy of such agreements to the Commission upon request.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
10.1
|
|
08/01/2019
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.14
|
|
08/03/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-K
|
10.6
|
|
02/23/2018
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.1
|
|
07/27/2018
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10
|
10.12
|
|
03/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10
|
10.13
|
|
03/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number |
|
Exhibit Description
|
Form
|
Exhibit
Number |
|
Filing
Date |
SEC
File No. |
|
|
|
|
|
|
|
|
|
10
|
10.14
|
|
03/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10
|
10.15
|
|
03/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10
|
10.16
|
|
03/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.1
|
|
10/30/2014
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
8-K
|
10.1
|
|
05/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
8-K
|
10.2
|
|
05/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
8-K
|
10.3
|
|
05/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
8-K
|
10.4
|
|
05/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.1
|
|
05/02/2013
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
8-K
|
10.5
|
|
05/01/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
DEF14A
|
App. A
|
|
03/27/2013
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.15
|
|
08/03/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-K
|
10.18
|
|
02/22/2013
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number |
|
Exhibit Description
|
Form
|
Exhibit
Number |
|
Filing
Date |
SEC
File No. |
|
|
|
|
|
|
|
|
|
10-Q
|
10.1
|
|
07/29/2016
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.17
|
|
08/03/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.18
|
|
08/03/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.19
|
|
08/03/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-K
|
10.24
|
|
02/22/2013
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.20
|
|
08/03/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-K
|
10.26
|
|
02/22/2013
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.1
|
|
04/30/2019
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-K
|
10.27
|
|
02/22/2013
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
8-K
|
10.1
|
|
11/08/2013
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
10.23
|
|
08/03/2012
|
001-35349
|
||
|
|
|
|
|
|
|
|
|
|
|
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21*
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23.1*
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31.1*
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31.2*
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32*
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Incorporated by Reference
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Exhibit
Number |
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Exhibit Description
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Form
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Exhibit
Number |
|
Filing
Date |
SEC
File No. |
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99.1*
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101.INS*
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH*
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Inline XBRL Schema Document.
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101.CAL*
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Inline XBRL Calculation Linkbase Document.
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101.LAB*
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Inline XBRL Labels Linkbase Document.
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101.PRE*
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Inline XBRL Presentation Linkbase Document.
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101.DEF*
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Inline XBRL Definition Linkbase Document.
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104*
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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PHILLIPS 66
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Date:
|
February 21, 2020
|
/s/ Greg C. Garland
|
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Greg C. Garland
Chairman of the Board of Directors
and Chief Executive Officer
|
Signature
|
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Title
|
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/s/ Greg C. Garland
|
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Chairman of the Board of Directors
|
Greg C. Garland
|
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and Chief Executive Officer
|
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(Principal executive officer)
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/s/ Kevin J. Mitchell
|
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Executive Vice President, Finance
|
Kevin J. Mitchell
|
|
and Chief Financial Officer
|
|
|
(Principal financial officer)
|
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/s/ Chukwuemeka A. Oyolu
|
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Vice President and Controller
|
Chukwuemeka A. Oyolu
|
|
(Principal accounting officer)
|
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/s/ Gary K. Adams
|
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Director
|
Gary K. Adams
|
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/s/ J. Brian Ferguson
|
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Director
|
J. Brian Ferguson
|
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/s/ Charles M. Holley
|
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Director
|
Charles M. Holley
|
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/s/ John E. Lowe
|
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Director
|
John E. Lowe
|
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/s/ Harold W. McGraw III
|
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Director
|
Harold W. McGraw III
|
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/s/ Denise L. Ramos
|
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Director
|
Denise L. Ramos
|
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/s/ Glenn F. Tilton
|
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Director
|
Glenn F. Tilton
|
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/s/ Victoria J. Tschinkel
|
|
Director
|
Victoria J. Tschinkel
|
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/s/ Marna C. Whittington
|
|
Director
|
Marna C. Whittington
|
|
|