filings.toolsItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
17K characters. Original on sec.gov ·
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | 1. | Financial Statements and Supplementary Data The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page 67, are filed as part of this Annual Report on Form 10-K. |
| 2. | Financial Statement Schedules Schedule II—Valuation and Qualifying Accounts appears below. All other schedules are omitted because they are not required, not significant, not applicable or the information is shown in another schedule, the financial statements or the notes to consolidated financial statements. | |
| 3. | Exhibits The exhibits listed in the Index to Exhibits, which appears on pages 137 to 140, 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 WRB Refining LP and Chevron Phillips Chemical Company LLC, each as of December 31, 2015 and 2014, and for the three years ended December 31, 2015, are included as exhibits to this Annual Report on Form 10-K. |
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (Consolidated)
| Millions of Dollars | |||||||||||||||||
| Description | Balance at January 1 | Charged to Expense | Other (a) | Deductions | Balance at December 31 | ||||||||||||
| 2015 | |||||||||||||||||
| Deducted from asset accounts: | |||||||||||||||||
| Allowance for doubtful accounts and notes receivable | $ | 71 | 3 | — | (19 | ) | (b) | 55 | |||||||||
| Deferred tax asset valuation allowance | 107 | (17 | ) | 70 | — | 160 | |||||||||||
| 2014 | |||||||||||||||||
| Deducted from asset accounts: | |||||||||||||||||
| Allowance for doubtful accounts and notes receivable | $ | 47 | 29 | — | (5 | ) | (b) | 71 | |||||||||
| Deferred tax asset valuation allowance | 127 | (13 | ) | (7 | ) | — | 107 | ||||||||||
| 2013 | |||||||||||||||||
| Deducted from asset accounts: | |||||||||||||||||
| Allowance for doubtful accounts and notes receivable | $ | 50 | 10 | — | (13 | ) | (b) | 47 | |||||||||
| Deferred tax asset valuation allowance | 329 | 20 | (222 | ) | — | 127 |
(a)Represents acquisitions/dispositions/revisions; net transfers associated with the Separation; deferred tax asset reinstatement in conjunction with German tax legislation, the realization of which is not more likely than not; and the effect of translating foreign financial statements.
(b)Amounts charged off less recoveries of amounts previously charged off.
PHILLIPS 66
INDEX TO EXHIBITS
| Incorporated by Reference | |||||||
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | SEC File No. | ||
| 2.1 | Separation and Distribution Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. | 8-K | 2.1 | 05/01/12 | 001-35349 | ||
| 3.1 | Amended and Restated Certificate of Incorporation of Phillips 66. | 8-K | 3.1 | 05/01/12 | 001-35349 | ||
| 3.2 | Amended and Restated By-Laws of Phillips 66. | 8-K | 3.2 | 05/01/12 | 001-35349 | ||
| 4.1 | Indenture, dated as of March 12, 2012, among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of senior debt securities of Phillips 66. | 10 | 4.3 | 04/05/12 | 001-35349 | ||
| 4.2 | Form of the terms of the 1.950% Senior Notes due 2015, the 2.950% Senior Notes due 2017, the 4.300% Senior Notes due 2022 and the 5.875% Senior Notes due 2042, including the form of the 1.950% Senior Notes due 2015, the 2.950% Senior Notes due 2017, the 4.300% Senior Notes due 2022 and the 5.875% Senior Notes due 2042. | 10-K | 4.2 | 02/22/13 | 001-35349 | ||
| 4.3 | Form of the terms of the 4.650% Senior Notes due 2034 and the 4.875% Senior Notes due 2044. | 8-K | 4.2 | 11/17/14 | 001-35349 | ||
| 10.1 | Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein, dated as of February 22, 2012. | 10 | 4.1 | 03/01/12 | 001-35349 | ||
| 10.2 | First Amendment to Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., and lenders named therein, dated as of June 10, 2013. | 10-Q | 10.1 | 05/01/14 | 001-35349 | ||
| 10.3 | Second Amendment to Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., and lenders named therein, dated as of December 10, 2014. | 10-K | 10.3 | 02/20/15 | 001-35349 | ||
| 10.4 | Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of May 1, 2012. | 10-Q | 10.14 | 08/03/12 | 001-35349 | ||
| 10.5 | Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC, dated July 5, 2005, by and between ConocoPhillips Gas Company and Duke Energy Enterprises Corporation. | 10 | 10.12 | 03/01/12 | 001-35349 | ||
| 10.6 | First Amendment to Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC, dated August 11, 2006, by and between ConocoPhillips Gas Company and Duke Energy Enterprises Corporation. | 10 | 10.13 | 03/01/12 | 001-35349 | ||
| 10.7 | Second Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated February 1, 2007, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp. | 10 | 10.14 | 03/01/12 | 001-35349 |
| Incorporated by Reference | |||||||
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | SEC File No. | ||
| 10.8 | Third Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated April 30, 2009, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp. | 10 | 10.15 | 03/01/12 | 001-35349 | ||
| 10.9 | Fourth Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated November 9, 2010, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp. | 10 | 10.16 | 03/01/12 | 001-35349 | ||
| 10.10 | Fifth Amendment to July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC) dated September 9, 2014, by and between Phillips Gas Company (formerly ConocoPhillips Gas Company), Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding II, LLC. | 10-Q | 10.1 | 10/30/14 | 001-35349 | ||
| 10.11 | Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. | 8-K | 10.1 | 05/01/12 | 001-35349 | ||
| 10.12 | Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. | 8-K | 10.2 | 05/01/12 | 001-35349 | ||
| 10.13 | Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. | 8-K | 10.3 | 05/01/12 | 001-35349 | ||
| 10.14 | Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. | 8-K | 10.4 | 05/01/12 | 001-35349 | ||
| 10.15 | Amendment to the Employee Matters Agreement by and between ConocoPhillips and Phillips 66, dated April 26, 2012. | 10-Q | 10.1 | 05/02/13 | 001-35349 | ||
| 10.16 | Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. | 8-K | 10.5 | 05/01/12 | 001-35349 | ||
| 10.17 | 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.** | DEF14A | App. A | 03/27/13 | 001-35349 | ||
| 10.18 | Phillips 66 Key Employee Supplemental Retirement Plan.** | 10-Q | 10.15 | 08/03/12 | 001-35349 | ||
| 10.19 | First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan.** | 10-K | 10.18 | 02/22/13 | 001-35349 | ||
| 10.20 | Phillips 66 Executive Severance Plan.** | 10-Q | 10.16 | 08/03/12 | 001-35349 | ||
| 10.21 | First Amendment to the Phillips 66 Executive Severance Plan.** | 10-K | 10.20 | 02/22/13 | 001-35349 | ||
| 10.22 | Phillips 66 Deferred Compensation Plan for Non-Employee Directors.** | 10-Q | 10.17 | 08/03/12 | 001-35349 | ||
| 10.23 | Phillips 66 Key Employee Deferred Compensation Plan-Title I.** | 10-Q | 10.18 | 08/03/12 | 001-35349 |
| Incorporated by Reference | |||||||
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | SEC File No. | ||
| 10.24 | Phillips 66 Key Employee Deferred Compensation Plan-Title II.** | 10-Q | 10.19 | 08/03/12 | 001-35349 | ||
| 10.25 | First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II.** | 10-K | 10.24 | 02/22/13 | 001-35349 | ||
| 10.26 | Phillips 66 Defined Contribution Make-Up Plan Title I.** | 10-Q | 10.20 | 08/03/12 | 001-35349 | ||
| 10.27 | Phillips 66 Defined Contribution Make-Up Plan Title II.** | 10-K | 10.26 | 02/22/13 | 001-35349 | ||
| 10.28 | Phillips 66 Key Employee Change in Control Severance Plan.** | 10-K | 10.27 | 02/22/13 | 001-35349 | ||
| 10.29 | First Amendment to Phillips 66 Key Employee Change in Control Severance Plan, Effective October 2, 2015.** | 8-K | 10.1 | 11/08/13 | 001-35349 | ||
| 10.30 | Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements.** | 10-Q | 10.23 | 08/03/12 | 001-35349 | ||
| 10.31 | Form of Stock Option Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.** | 10-K | 10.29 | 02/22/13 | 001-35349 | ||
| 10.32 | Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.** | 10-K | 10.30 | 02/22/13 | 001-35349 | ||
| 10.33 | Form of Performance Share Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.** | 10-K | 10.31 | 02/22/13 | 001-35349 | ||
| 12* | Computation of Ratio of Earnings to Fixed Charges. | ||||||
| 21* | List of Subsidiaries of Phillips 66. | ||||||
| 23.1* | Consent of Ernst & Young LLP, independent registered public accounting firm. | ||||||
| 23.2* | Consent of Ernst & Young LLP, independent auditors for WRB Refining LP. | ||||||
| 23.3* | Consent of Ernst & Young LLP, independent auditors for Chevron Phillips Chemicals Company LLC. | ||||||
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | ||||||
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | ||||||
| 32* | Certifications pursuant to 18 U.S.C. Section 1350. | ||||||
| 99.1* | The financial statements of WRB Refining LP, pursuant to Rule 3-09 of Regulation S-X. | ||||||
| 99.2* | The financial statements of Chevron Phillips Chemical Company, LLC, pursuant to Rule 3-09 of Regulation S-X. | ||||||
| Incorporated by Reference | |||||||
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | SEC File No. | ||
| 101.INS* | XBRL Instance Document. | ||||||
| 101.SCH* | XBRL Schema Document. | ||||||
| 101.CAL* | XBRL Calculation Linkbase Document. | ||||||
| 101.LAB* | XBRL Labels Linkbase Document. | ||||||
| 101.PRE* | XBRL Presentation Linkbase Document. | ||||||
| 101.DEF* | XBRL Definition Linkbase Document. | ||||||
*Filed herewith.
**Management contracts and compensatory plans or arrangements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PHILLIPS 66 | |
| February 19, 2016 | /s/ Greg C. Garland |
| Greg C. Garland Chairman of the Board of Directors and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed, as of February 19, 2016, on behalf of the registrant by the following officers in the capacity indicated and by a majority of directors.
| Signature | Title | |
| /s/ Greg C. Garland | Chairman of the Board of Directors | |
| Greg C. Garland | and Chief Executive Officer | |
| (Principal executive officer) | ||
| /s/ Kevin J. Mitchell | Executive Vice President, Finance | |
| Kevin J. Mitchell | and Chief Financial Officer | |
| (Principal financial officer) | ||
| /s/ Chukwuemeka A. Oyolu | Vice President and Controller | |
| Chukwuemeka A. Oyolu | (Principal accounting officer) | |
| /s/ J. Brian Ferguson | Director | |
| J. Brian Ferguson | ||
| /s/ William R. Loomis Jr. | Director | |
| William R. Loomis Jr. | ||
| /s/ John E. Lowe | Director | |
| John E. Lowe | ||
| /s/ Harold W. McGraw III | Director | |
| Harold W. McGraw III | ||
| /s/ Glenn F. Tilton | Director | |
| Glenn F. Tilton | ||
| /s/ Victoria J. Tschinkel | Director | |
| Victoria J. Tschinkel | ||
| /s/ Marna C. Whittington | Director | |
| Marna C. Whittington |
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