[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
|
March 31, 2013
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
|
|
to
|
|
Commission file number:
|
001-35349
|
Delaware
|
|
45-3779385
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]
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Page
|
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|
Consolidated Statement of Income
|
Phillips 66
|
|
Millions of Dollars
|
||||
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
|
|
Revenues and Other Income
|
|
|
|||
Sales and other operating revenues*
|
$
|
41,263
|
|
45,783
|
|
Equity in earnings of affiliates
|
1,039
|
|
734
|
|
|
Net gain on dispositions
|
1
|
|
2
|
|
|
Other income
|
23
|
|
1
|
|
|
Total Revenues and Other Income
|
42,326
|
|
46,520
|
|
|
|
|
|
|||
Costs and Expenses
|
|
|
|||
Purchased crude oil and products
|
35,264
|
|
40,328
|
|
|
Operating expenses
|
978
|
|
1,092
|
|
|
Selling, general and administrative expenses
|
332
|
|
349
|
|
|
Depreciation and amortization
|
245
|
|
216
|
|
|
Impairments
|
24
|
|
43
|
|
|
Taxes other than income taxes*
|
3,324
|
|
3,420
|
|
|
Accretion on discounted liabilities
|
6
|
|
5
|
|
|
Interest and debt expense
|
70
|
|
13
|
|
|
Foreign currency transaction (gains) losses
|
2
|
|
(15
|
)
|
|
Total Costs and Expenses
|
40,245
|
|
45,451
|
|
|
Income before income taxes
|
2,081
|
|
1,069
|
|
|
Provision for income taxes
|
671
|
|
431
|
|
|
Net income
|
1,410
|
|
638
|
|
|
Less: net income attributable to noncontrolling interests
|
3
|
|
2
|
|
|
Net Income Attributable to Phillips 66
|
$
|
1,407
|
|
636
|
|
|
|
|
|||
Net Income Attributable to Phillips 66 Per Share of Common Stock
(dollars)
**
|
|
|
|||
Basic
|
$
|
2.25
|
|
1.01
|
|
Diluted
|
2.23
|
|
1.00
|
|
|
|
|
|
|||
Dividends Paid Per Share of Common Stock
(dollars)
|
$
|
0.3125
|
|
—
|
|
|
|
|
|||
Average Common Shares Outstanding
(
in thousands)
**
|
|
|
|||
Basic
|
625,030
|
|
627,628
|
|
|
Diluted
|
631,288
|
|
634,645
|
|
|
* Includes excise taxes on petroleum products sales:
|
$
|
3,258
|
|
3,321
|
|
**
See Note 10—Earnings Per Share.
|
|
|
|||
See Notes to Consolidated Financial Statements.
|
|
|
Consolidated Statement of Comprehensive Income
|
Phillips 66
|
|
Millions of Dollars
|
||||
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
|
|
|
|
|
|||
Net Income
|
$
|
1,410
|
|
638
|
|
Other comprehensive income (loss)
|
|
|
|||
Defined benefit plans
|
|
|
|||
Actuarial gain/loss:
|
|
|
|||
Amortization to net income of net actuarial loss
|
26
|
|
2
|
|
|
Plans sponsored by equity affiliates
|
(13
|
)
|
3
|
|
|
Income taxes on defined benefit plans
|
(3
|
)
|
(2
|
)
|
|
Defined benefit plans, net of tax
|
10
|
|
3
|
|
|
Foreign currency translation adjustments
|
(322
|
)
|
54
|
|
|
Income taxes on foreign currency translation adjustments
|
4
|
|
(20
|
)
|
|
Foreign currency translation adjustments, net of tax
|
(318
|
)
|
34
|
|
|
Hedging activities by equity affiliates
|
—
|
|
1
|
|
|
Income taxes on hedging activities by equity affiliates
|
—
|
|
—
|
|
|
Hedging activities by equity affiliates, net of tax
|
—
|
|
1
|
|
|
Other Comprehensive Income (Loss), Net of Tax
|
(308
|
)
|
38
|
|
|
Comprehensive Income
|
1,102
|
|
676
|
|
|
Less: comprehensive income attributable to noncontrolling interests
|
3
|
|
2
|
|
|
Comprehensive Income Attributable to Phillips 66
|
$
|
1,099
|
|
674
|
|
Consolidated Balance Sheet
|
Phillips 66
|
|
Millions of Dollars
|
|||||
|
March 31
2013 |
|
|
December 31
2012 |
|
|
Assets
|
|
|
|
|||
Cash and cash equivalents
|
$
|
4,753
|
|
|
3,474
|
|
Accounts and notes receivable (net of allowance of $49 million in 2013 and $50 million in 2012)
|
8,388
|
|
|
8,593
|
|
|
Accounts and notes receivable—related parties
|
1,522
|
|
|
1,810
|
|
|
Inventories
|
5,811
|
|
|
3,430
|
|
|
Prepaid expenses and other current assets
|
696
|
|
|
655
|
|
|
Total Current Assets
|
21,170
|
|
|
17,962
|
|
|
Investments and long-term receivables
|
10,498
|
|
|
10,471
|
|
|
Net properties, plants and equipment
|
15,257
|
|
|
15,407
|
|
|
Goodwill
|
3,344
|
|
|
3,344
|
|
|
Intangibles
|
727
|
|
|
724
|
|
|
Other assets
|
155
|
|
|
165
|
|
|
Total Assets
|
$
|
51,151
|
|
|
48,073
|
|
|
|
|
|
|||
Liabilities
|
|
|
|
|||
Accounts payable
|
$
|
11,920
|
|
|
9,731
|
|
Accounts payable—related parties
|
1,218
|
|
|
979
|
|
|
Short-term debt
|
13
|
|
|
13
|
|
|
Accrued income and other taxes
|
1,010
|
|
|
901
|
|
|
Employee benefit obligations
|
238
|
|
|
441
|
|
|
Other accruals
|
552
|
|
|
417
|
|
|
Total Current Liabilities
|
14,951
|
|
|
12,482
|
|
|
Long-term debt
|
6,958
|
|
|
6,961
|
|
|
Asset retirement obligations and accrued environmental costs
|
703
|
|
|
740
|
|
|
Deferred income taxes
|
5,507
|
|
|
5,444
|
|
|
Employee benefit obligations
|
1,339
|
|
|
1,325
|
|
|
Other liabilities and deferred credits
|
315
|
|
|
315
|
|
|
Total Liabilities
|
29,773
|
|
|
27,267
|
|
|
|
|
|
|
|||
Equity
|
|
|
|
|||
Common stock (2,500,000,000 shares authorized at $.01 par value)
Issued (2013—633,238,946 shares; 2012—631,149,613 shares)
|
|
|
|
|||
Par value
|
6
|
|
|
6
|
|
|
Capital in excess of par
|
18,775
|
|
|
18,726
|
|
|
Treasury stock (at cost: 2013—14,006,503 shares; 2012—7,603,896 shares)
|
(738
|
)
|
|
(356
|
)
|
|
Retained earnings
|
3,923
|
|
|
2,713
|
|
|
Accumulated other comprehensive loss
|
(622
|
)
|
|
(314
|
)
|
|
Total Stockholders’ Equity
|
21,344
|
|
|
20,775
|
|
|
Noncontrolling interests
|
34
|
|
|
31
|
|
|
Total Equity
|
21,378
|
|
|
20,806
|
|
|
Total Liabilities and Equity
|
$
|
51,151
|
|
|
48,073
|
|
Consolidated Statement of Cash Flows
|
Phillips 66
|
|
Millions of Dollars
|
|||||
|
Three Months Ended
March 31 |
|||||
|
2013
|
|
|
2012
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|||
Net income
|
$
|
1,410
|
|
|
638
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
|||
Depreciation and amortization
|
245
|
|
|
216
|
|
|
Impairments
|
24
|
|
|
43
|
|
|
Accretion on discounted liabilities
|
6
|
|
|
5
|
|
|
Deferred taxes
|
81
|
|
|
169
|
|
|
Undistributed equity earnings
|
77
|
|
|
(349
|
)
|
|
Net gain on dispositions
|
(1
|
)
|
|
(2
|
)
|
|
Other
|
(34
|
)
|
|
(178
|
)
|
|
Working capital adjustments
|
|
|
|
|||
Decrease (increase) in accounts and notes receivable
|
285
|
|
|
(1,291
|
)
|
|
Decrease (increase) in inventories
|
(2,442
|
)
|
|
(1,518
|
)
|
|
Decrease (increase) in prepaid expenses and other current assets
|
(71
|
)
|
|
(183
|
)
|
|
Increase (decrease) in accounts payable
|
2,466
|
|
|
1,996
|
|
|
Increase (decrease) in taxes and other accruals
|
167
|
|
|
93
|
|
|
Net Cash Provided by (Used in) Operating Activities
|
2,213
|
|
|
(361
|
)
|
|
|
|
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|||
Capital expenditures and investments
|
(387
|
)
|
|
(218
|
)
|
|
Proceeds from asset dispositions
|
9
|
|
|
6
|
|
|
Collection of advances/loans—related parties
|
55
|
|
|
—
|
|
|
Net Cash Used in Investing Activities
|
(323
|
)
|
|
(212
|
)
|
|
|
|
|
|
|||
Cash Flows From Financing Activities
|
|
|
|
|||
Contributions from ConocoPhillips
|
—
|
|
|
891
|
|
|
Issuance of debt
|
—
|
|
|
5,794
|
|
|
Repayment of debt
|
(3
|
)
|
|
(7
|
)
|
|
Change in restricted cash
|
—
|
|
|
(6,050
|
)
|
|
Issuance of common stock
|
(6
|
)
|
|
—
|
|
|
Repurchase of common stock
|
(382
|
)
|
|
—
|
|
|
Dividends paid on common stock
|
(194
|
)
|
|
—
|
|
|
Other
|
—
|
|
|
(55
|
)
|
|
Net Cash Provided by (Used in) Financing Activities
|
(585
|
)
|
|
573
|
|
|
|
|
|
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(26
|
)
|
|
—
|
|
|
|
|
|
|
|||
Net Change in Cash and Cash Equivalents
|
1,279
|
|
|
—
|
|
|
Cash and cash equivalents at beginning of period
|
3,474
|
|
|
—
|
|
|
Cash and Cash Equivalents at End of Period
|
$
|
4,753
|
|
|
—
|
|
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
|
|
Net Parent
Company
Investment
|
|
Accum. Other Comprehensive Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2011
|
$
|
—
|
|
—
|
|
—
|
|
—
|
|
23,142
|
|
122
|
|
29
|
|
23,293
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
636
|
|
—
|
|
2
|
|
638
|
|
|
Net transfers from ConocoPhillips
|
—
|
|
—
|
|
—
|
|
—
|
|
974
|
|
—
|
|
—
|
|
974
|
|
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
38
|
|
—
|
|
38
|
|
|
March 31, 2012
|
$
|
—
|
|
—
|
|
—
|
|
—
|
|
24,752
|
|
160
|
|
31
|
|
24,943
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2012
|
$
|
6
|
|
18,726
|
|
(356
|
)
|
2,713
|
|
—
|
|
(314
|
)
|
31
|
|
20,806
|
|
Net income
|
—
|
|
—
|
|
—
|
|
1,407
|
|
—
|
|
—
|
|
3
|
|
1,410
|
|
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(308
|
)
|
—
|
|
(308
|
)
|
|
Cash dividends paid on common stock
|
—
|
|
—
|
|
—
|
|
(194
|
)
|
—
|
|
—
|
|
—
|
|
(194
|
)
|
|
Repurchase of common stock
|
—
|
|
—
|
|
(382
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(382
|
)
|
|
Benefit plan activity
|
—
|
|
52
|
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
49
|
|
|
Distributions to noncontrolling interests and other
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
|
March 31, 2013
|
$
|
6
|
|
18,775
|
|
(738
|
)
|
3,923
|
|
—
|
|
(622
|
)
|
34
|
|
21,378
|
|
|
Shares in Thousands
|
|||
|
Common Stock Issued
|
|
Treasury Stock
|
|
December 31, 2012
|
631,150
|
|
7,604
|
|
Repurchase of common stock
|
—
|
|
6,403
|
|
Shares issued—stock-based compensation
|
2,089
|
|
—
|
|
March 31, 2013
|
633,239
|
|
14,007
|
|
Notes to Consolidated Financial Statements
|
Phillips 66
|
•
|
Our consolidated statements of income, comprehensive income and cash flows for the
three months ended
March 31, 2013, consist entirely of the consolidated results of Phillips 66. Our consolidated statements of income, comprehensive income and cash flows for the
three months ended
March 31, 2012, consist entirely of the combined results of the downstream businesses.
|
•
|
Our consolidated balance sheet at March 31, 2013, and December 31, 2012, consists of the consolidated balances of Phillips 66.
|
•
|
We disaggregated the former Refining and Marketing (R&M) segment into
two
separate operating segments titled "Refining" and "Marketing and Specialties."
|
•
|
We moved our transportation and power businesses from the former R&M segment to the Midstream and Marketing and Specialties (M&S) segments, respectively.
|
|
Millions of Dollars
|
|||||
|
March 31
2013 |
|
|
December 31
2012 |
|
|
|
|
|
|
|||
Crude oil and petroleum products
|
$
|
5,517
|
|
|
3,138
|
|
Materials and supplies
|
294
|
|
|
292
|
|
|
|
$
|
5,811
|
|
|
3,430
|
|
|
Millions of Dollars
|
|||||
|
Three Months Ended
March 31 |
|||||
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|||
Revenues
|
$
|
8,137
|
|
|
8,535
|
|
Income before income taxes
|
1,768
|
|
|
1,099
|
|
|
Net income
|
1,750
|
|
|
1,082
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
March 31, 2013
|
|
December 31, 2012
|
|||||||||||||||
|
Gross
PP&E
|
|
|
Accum.
D&A
|
|
|
Net
PP&E
|
|
|
Gross
PP&E
|
|
|
Accum.
D&A
|
|
|
Net
PP&E
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Midstream
|
$
|
2,533
|
|
|
1,045
|
|
|
1,488
|
|
|
2,460
|
|
|
1,016
|
|
|
1,444
|
|
Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Refining
|
18,216
|
|
|
6,219
|
|
|
11,997
|
|
|
17,989
|
|
|
5,913
|
|
|
12,076
|
|
|
Marketing and Specialties
|
2,274
|
|
|
922
|
|
|
1,352
|
|
|
2,500
|
|
|
1,078
|
|
|
1,422
|
|
|
Corporate and Other
|
762
|
|
|
342
|
|
|
420
|
|
|
880
|
|
|
415
|
|
|
465
|
|
|
|
$
|
23,785
|
|
|
8,528
|
|
|
15,257
|
|
|
23,829
|
|
|
8,422
|
|
|
15,407
|
|
|
Millions of Dollars
|
|||||
|
March 31
2013 |
|
|
December 31
2012 |
|
|
|
|
|
|
|||
Midstream
|
$
|
518
|
|
|
518
|
|
Refining
|
1,934
|
|
|
1,934
|
|
|
Marketing and Specialties
|
892
|
|
|
892
|
|
|
|
$
|
3,344
|
|
|
3,344
|
|
|
Millions of Dollars
|
|||||
|
Three Months Ended
March 31 |
|||||
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|||
Midstream
|
$
|
—
|
|
|
1
|
|
Refining
|
—
|
|
|
42
|
|
|
Marketing and Specialties
|
15
|
|
|
—
|
|
|
Corporate and Other
|
9
|
|
|
—
|
|
|
|
$
|
24
|
|
|
43
|
|
|
Three Months Ended
March 31 |
|||||
|
2013
|
|
|
2012
|
|
|
Basic EPS Calculation
|
|
|
|
|||
Allocation of earnings:
|
|
|
|
|||
Net income attributable to Phillips 66
(millions)
|
$
|
1,407
|
|
|
636
|
|
Income allocated to participating securities
(millions)
|
(1
|
)
|
|
—
|
|
|
Income available to common stockholders
(millions)
|
$
|
1,406
|
|
|
636
|
|
|
|
|
|
|||
Weighted-average common shares outstanding—basic
(thousands)
|
625,030
|
|
|
627,628
|
|
|
|
|
|
|
|||
Earnings per share—basic
|
$
|
2.25
|
|
|
1.01
|
|
|
|
|
|
|||
Diluted EPS Calculation
|
|
|
|
|||
Allocation of earnings:
|
|
|
|
|||
Net income attributable to Phillips 66
(millions)
|
$
|
1,407
|
|
|
636
|
|
Income allocated to participating securities
(millions)
|
—
|
|
|
—
|
|
|
Income available to common stockholders
(millions)
|
$
|
1,407
|
|
|
636
|
|
|
|
|
|
|||
Weighted-average common shares outstanding—basic
(thousands)
|
625,030
|
|
|
627,628
|
|
|
Dilutive effect of stock-based compensation
(thousands)
|
6,258
|
|
|
7,017
|
|
|
Weighted-average common shares outstanding—diluted
(thousands)
|
631,288
|
|
|
634,645
|
|
|
|
|
|
|
|||
Earnings per share—diluted
|
$
|
2.23
|
|
|
1.00
|
|
|
Millions of Dollars
|
|||||
|
March 31
2013 |
|
|
December 31
2012 |
|
|
Assets
|
|
|
|
|||
Prepaid expenses and other current assets
|
$
|
814
|
|
|
767
|
|
Other assets
|
9
|
|
|
3
|
|
|
Liabilities
|
|
|
|
|||
Other accruals
|
825
|
|
|
766
|
|
|
Other liabilities and deferred credits
|
12
|
|
|
3
|
|
|
Millions of Dollars
|
|||||
|
Three Months Ended
March 31 |
|||||
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|||
Sales and other operating revenues
|
$
|
(6
|
)
|
|
(166
|
)
|
Equity in earnings of affiliates
|
2
|
|
|
—
|
|
|
Other income
|
3
|
|
|
7
|
|
|
Purchased crude oil and products
|
89
|
|
|
21
|
|
|
Open Position
Long/(Short)
|
||||
|
March 31
2013 |
|
|
December 31
2012 |
|
Commodity
|
|
|
|
||
Crude oil, refined products and NGL (
millions of barrels
)
|
(21
|
)
|
|
(8
|
)
|
•
|
Cash and cash equivalents: The carrying amount reported on the balance sheet approximates fair value.
|
•
|
Accounts and notes receivable: The carrying amount reported on the balance sheet approximates fair value.
|
•
|
Debt: The carrying amount of our floating-rate debt approximates fair value. The fair value of our fixed-rate debt is estimated based on quoted market prices as a Level 2 fair value.
|
•
|
Commodity swaps: Fair value is estimated based on forward market prices and approximates the exit price at period end. When forward market prices are not available, fair value is estimated using the forward prices of a similar commodity with adjustments for differences in quality or location.
|
•
|
Futures: Fair values are based on quoted market prices obtained from the New York Mercantile Exchange, the InterContinental Exchange Futures, or other traded exchanges.
|
•
|
Forward-exchange contracts: Fair values are estimated by comparing the contract rate to the forward rate in effect at the end of the respective reporting periods and approximating the exit price at those dates.
|
•
|
Level 1: Fair value measured with unadjusted quoted prices from an active market for identical assets or liabilities.
|
•
|
Level 2: Fair value measured with: 1) adjusted quoted prices from an active market for similar assets; 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.
|
|
Millions of Dollars
|
|||||||||||||||||||||
|
March 31, 2013
|
|||||||||||||||||||||
|
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
|
|
Cash Collateral Received or Paid, Not Offset on Balance Sheet
|
|
||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||||||||||||
Commodity Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Exchange-cleared instruments
|
$
|
513
|
|
|
217
|
|
|
—
|
|
|
730
|
|
(723
|
)
|
(3
|
)
|
—
|
|
4
|
|
(3
|
)
|
OTC instruments
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
(14
|
)
|
—
|
|
—
|
|
8
|
|
—
|
|
|
Physical forward contracts*
|
—
|
|
|
69
|
|
|
2
|
|
|
71
|
|
—
|
|
—
|
|
—
|
|
71
|
|
—
|
|
|
Rabbi trust assets
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
N/A
|
|
N/A
|
|
—
|
|
58
|
|
N/A
|
|
|
|
$
|
571
|
|
|
308
|
|
|
2
|
|
|
881
|
|
(737
|
)
|
(3
|
)
|
—
|
|
141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Exchange-cleared instruments
|
$
|
530
|
|
|
255
|
|
|
—
|
|
|
785
|
|
(723
|
)
|
(62
|
)
|
—
|
|
—
|
|
—
|
|
OTC instruments
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
(14
|
)
|
—
|
|
—
|
|
11
|
|
—
|
|
|
Physical forward contracts*
|
—
|
|
|
25
|
|
|
2
|
|
|
27
|
|
—
|
|
—
|
|
—
|
|
27
|
|
—
|
|
|
Floating-rate debt
|
1,050
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
N/A
|
|
N/A
|
|
—
|
|
1,050
|
|
N/A
|
|
|
Fixed-rate debt, excluding capital leases**
|
—
|
|
|
6,611
|
|
|
—
|
|
|
6,611
|
|
N/A
|
|
N/A
|
|
(696
|
)
|
5,915
|
|
N/A
|
|
|
|
$
|
1,580
|
|
|
6,916
|
|
|
2
|
|
|
8,498
|
|
(737
|
)
|
(62
|
)
|
(696
|
)
|
7,003
|
|
|
|
Millions of Dollars
|
|||||||||||||||||||||
|
December 31, 2012
|
|||||||||||||||||||||
|
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
|
|
Cash Collateral Received or Paid, Not Offset on Balance Sheet
|
|
||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|||||||||||||
Commodity Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Exchange-cleared instruments
|
$
|
380
|
|
|
309
|
|
|
—
|
|
|
689
|
|
(672
|
)
|
(8
|
)
|
—
|
|
9
|
|
—
|
|
OTC instruments
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
(7
|
)
|
—
|
|
—
|
|
8
|
|
—
|
|
|
Physical forward contracts*
|
—
|
|
|
61
|
|
|
2
|
|
|
63
|
|
4
|
|
—
|
|
—
|
|
67
|
|
—
|
|
|
Rabbi trust assets
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
N/A
|
|
N/A
|
|
—
|
|
50
|
|
N/A
|
|
|
|
$
|
430
|
|
|
385
|
|
|
2
|
|
|
817
|
|
(675
|
)
|
(8
|
)
|
—
|
|
134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Exchange-cleared instruments
|
$
|
392
|
|
|
329
|
|
|
—
|
|
|
721
|
|
(672
|
)
|
(42
|
)
|
—
|
|
7
|
|
(7
|
)
|
OTC instruments
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
(7
|
)
|
—
|
|
—
|
|
6
|
|
—
|
|
|
Physical forward contracts*
|
—
|
|
|
31
|
|
|
1
|
|
|
32
|
|
4
|
|
—
|
|
—
|
|
36
|
|
—
|
|
|
Floating-rate debt
|
1,050
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
N/A
|
|
N/A
|
|
—
|
|
1,050
|
|
N/A
|
|
|
Fixed-rate debt, excluding capital leases**
|
—
|
|
|
6,508
|
|
|
—
|
|
|
6,508
|
|
N/A
|
|
N/A
|
|
(590
|
)
|
5,918
|
|
N/A
|
|
|
|
$
|
1,442
|
|
|
6,881
|
|
|
1
|
|
|
8,324
|
|
(675
|
)
|
(42
|
)
|
(590
|
)
|
7,017
|
|
|
|
Millions of Dollars
|
||||||||||||||
|
|
|
Fair Value
Measurements Using
|
|
|
||||||||||
|
Fair Value*
|
|
|
Level 1
Inputs
|
|
|
Level 2
Inputs
|
|
|
Level 3
Inputs
|
|
|
Before-
Tax Loss
|
|
|
March 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||
Net properties, plants and equipment (held for use)
|
$
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||
Net properties, plants and equipment (held for sale)
|
$
|
32
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
Millions of Dollars
|
|||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
|||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
|
2012
|
|
|||||||||
|
U.S.
|
|
|
Int’l.
|
|
|
U.S.
|
|
|
Int’l.
|
|
|
|
|
|
|||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Service cost
|
$
|
31
|
|
|
9
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
Interest cost
|
23
|
|
|
8
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
Expected return on plan assets
|
(30
|
)
|
|
(7
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
Recognized net actuarial loss
|
21
|
|
|
5
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
Subtotal net periodic benefit cost
|
45
|
|
|
15
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
Allocated benefit cost from ConocoPhillips
|
—
|
|
|
—
|
|
|
53
|
|
|
10
|
|
|
—
|
|
|
5
|
|
|
Total net periodic benefit cost
|
$
|
45
|
|
|
15
|
|
|
53
|
|
|
14
|
|
|
4
|
|
|
5
|
|
|
Millions of Dollars
|
|||||||||||
|
Defined Benefit Plans
|
|
|
Foreign Currency Translation
|
|
|
Hedging
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2012
|
$
|
(778
|
)
|
|
466
|
|
|
(2
|
)
|
|
(314
|
)
|
Other comprehensive loss before reclassifications
|
(8
|
)
|
|
(318
|
)
|
|
—
|
|
|
(326
|
)
|
|
Amounts reclassified from accumulated other comprehensive income (loss)*
|
|
|
|
|
|
|
|
|
||||
Amortization of defined benefit plan items**
|
|
|
|
|
|
|
|
|||||
Actuarial losses
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
Net current period other comprehensive income (loss)
|
10
|
|
|
(318
|
)
|
|
—
|
|
|
(308
|
)
|
|
March 31, 2013
|
$
|
(768
|
)
|
|
148
|
|
|
(2
|
)
|
|
(622
|
)
|
|
Millions of Dollars
|
|||||
|
Three Months Ended
|
|||||
|
March 31
|
|||||
|
2013
|
|
|
2012
|
|
|
Cash Payments
|
|
|
|
|||
Interest
|
$
|
15
|
|
|
3
|
|
Income taxes*
|
83
|
|
|
30
|
|
|
Millions of Dollars
|
|||||
|
Three Months Ended
March 31 |
|||||
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|||
Operating revenues and other income (a)
|
$
|
1,749
|
|
|
2,137
|
|
Purchases (b)
|
4,288
|
|
|
9,030
|
|
|
Operating expenses and selling, general and administrative expenses (c)
|
24
|
|
|
99
|
|
|
Interest expense (d)
|
2
|
|
|
2
|
|
(a)
|
We sold crude oil to MRC. NGL and other petrochemical feedstocks, along with solvents, were sold to CPChem, and gas oil and hydrogen feedstocks were sold to Excel. Feedstocks and intermediate products were sold to WRB. In addition, we charged several of our affiliates, including CPChem and MSLP, for the use of common facilities, such as steam generators, waste and water treaters, and warehouse facilities.
|
(b)
|
We purchased refined products from WRB. We purchased natural gas and NGL from DCP Midstream and CPChem for use in our refinery processes and other feedstocks from various affiliates. We purchased refined products from MRC. We also paid fees to various pipeline equity companies for transporting finished refined products. In addition, we paid a price upgrade to MSLP for heavy crude processing. We purchased base oils and fuel products from Excel for use in our refining and specialty businesses.
|
(c)
|
We paid utility and processing fees to various affiliates.
|
(d)
|
We incurred interest expense on a note payable to MSLP. See
Note 6—Investments, Loans and Long-Term Receivables
, for additional information on loans to affiliated companies.
|
•
|
We disaggregated the former R&M segment into
two
separate operating segments titled "Refining" and "Marketing and Specialties."
|
•
|
We moved our transportation and power businesses from the former R&M segment to the Midstream and Marketing and Specialties segments, respectively.
|
1)
|
Midstream—
Gathers, processes, transports and markets natural gas; and transports, fractionates and markets NGL in the United States. In addition, this segment transports crude oil and other feedstocks to our refineries and other locations, and delivers refined and specialty products to market. The Midstream segment includes, among other businesses, our
50 percent
equity investment in DCP Midstream.
|
2)
|
Chemicals—
Manufactures and markets petrochemicals and plastics on a worldwide basis. The Chemicals segment consists of our
50 percent
equity investment in CPChem.
|
3)
|
Refining—
Buys, sells and refines crude oil and other feedstocks at
15
refineries, mainly in the United States, Europe and Asia.
|
4)
|
Marketing and Specialties—
Purchases for resale and markets refined products, mainly in the United States and Europe. In addition, this segment includes the manufacturing and marketing of specialty products (such as lubricants and flow improvers), as well as power generation operations.
|
|
Millions of Dollars
|
|||||
|
Three Months Ended
March 31 |
|||||
|
2013
|
|
|
2012
|
|
|
Sales and Other Operating Revenues
|
|
|
|
|||
Midstream
|
|
|
|
|||
Total sales
|
$
|
1,583
|
|
|
2,081
|
|
Intersegment eliminations
|
(232
|
)
|
|
(271
|
)
|
|
Total Midstream
|
1,351
|
|
|
1,810
|
|
|
Chemicals
|
2
|
|
|
3
|
|
|
Refining
|
|
|
|
|||
Total sales
|
29,807
|
|
|
33,732
|
|
|
Intersegment eliminations
|
(17,857
|
)
|
|
(18,057
|
)
|
|
Total Refining
|
11,950
|
|
|
15,675
|
|
|
Marketing and Specialties
|
|
|
|
|||
Total sales
|
28,223
|
|
|
28,614
|
|
|
Intersegment eliminations
|
(269
|
)
|
|
(319
|
)
|
|
Total Marketing and Specialties
|
27,954
|
|
|
28,295
|
|
|
Corporate and Other
|
6
|
|
|
—
|
|
|
Consolidated sales and other operating revenues
|
$
|
41,263
|
|
|
45,783
|
|
|
|
|
|
|||
Net Income (Loss) Attributable to Phillips 66
|
|
|
|
|||
Midstream
|
$
|
110
|
|
|
108
|
|
Chemicals
|
282
|
|
|
217
|
|
|
Refining
|
922
|
|
|
393
|
|
|
Marketing and Specialties
|
188
|
|
|
(12
|
)
|
|
Corporate and Other
|
(95
|
)
|
|
(70
|
)
|
|
Consolidated net income attributable to Phillips 66
|
$
|
1,407
|
|
|
636
|
|
|
Millions of Dollars
|
|||||
|
March 31
2013 |
|
|
December 31
2012 |
|
|
Total Assets
|
|
|
|
|||
Midstream
|
$
|
4,719
|
|
|
4,641
|
|
Chemicals
|
3,915
|
|
|
3,816
|
|
|
Refining
|
28,270
|
|
|
26,834
|
|
|
Marketing and Specialties
|
8,801
|
|
|
8,012
|
|
|
Corporate and Other
|
5,446
|
|
|
4,770
|
|
|
Consolidated total assets
|
$
|
51,151
|
|
|
48,073
|
|
•
|
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
|
||||||||||
|
Three Months Ended March 31, 2013
|
||||||||||
Income Statement
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||||
Sales and other operating revenues
|
$
|
—
|
|
27,637
|
|
13,626
|
|
—
|
|
41,263
|
|
Equity in earnings of affiliates
|
1,452
|
|
1,120
|
|
159
|
|
(1,692
|
)
|
1,039
|
|
|
Net gain on dispositions
|
—
|
|
1
|
|
—
|
|
—
|
|
1
|
|
|
Other income
|
—
|
|
15
|
|
8
|
|
—
|
|
23
|
|
|
Intercompany revenues
|
—
|
|
490
|
|
4,915
|
|
(5,405
|
)
|
—
|
|
|
Total Revenues and Other Income
|
1,452
|
|
29,263
|
|
18,708
|
|
(7,097
|
)
|
42,326
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
||||||
Purchased crude oil and products
|
—
|
|
24,754
|
|
15,799
|
|
(5,289
|
)
|
35,264
|
|
|
Operating expenses
|
—
|
|
786
|
|
199
|
|
(7
|
)
|
978
|
|
|
Selling, general and administrative expenses
|
2
|
|
200
|
|
153
|
|
(23
|
)
|
332
|
|
|
Depreciation and amortization
|
—
|
|
183
|
|
62
|
|
—
|
|
245
|
|
|
Impairments
|
—
|
|
(3
|
)
|
27
|
|
—
|
|
24
|
|
|
Taxes other than income taxes
|
—
|
|
1,208
|
|
2,116
|
|
—
|
|
3,324
|
|
|
Accretion on discounted liabilities
|
—
|
|
5
|
|
1
|
|
—
|
|
6
|
|
|
Interest and debt expense
|
67
|
|
3
|
|
86
|
|
(86
|
)
|
70
|
|
|
Foreign currency transaction gains
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
Total Costs and Expenses
|
69
|
|
27,136
|
|
18,445
|
|
(5,405
|
)
|
40,245
|
|
|
Income before income taxes
|
1,383
|
|
2,127
|
|
263
|
|
(1,692
|
)
|
2,081
|
|
|
Provision (benefit) for income taxes
|
(24
|
)
|
675
|
|
20
|
|
—
|
|
671
|
|
|
Net income
|
1,407
|
|
1,452
|
|
243
|
|
(1,692
|
)
|
1,410
|
|
|
Less: net income attributable to noncontrolling interests
|
—
|
|
—
|
|
3
|
|
—
|
|
3
|
|
|
Net Income Attributable to Phillips 66
|
$
|
1,407
|
|
1,452
|
|
240
|
|
(1,692
|
)
|
1,407
|
|
|
|
|
|
|
|
||||||
Comprehensive Income (Loss)
|
$
|
1,100
|
|
1,145
|
|
(72
|
)
|
(1,071
|
)
|
1,102
|
|
|
Millions of Dollars
|
||||||||||
|
Three Months Ended March 31, 2012
|
||||||||||
Income Statement
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||||
Sales and other operating revenues
|
$
|
—
|
|
30,085
|
|
15,698
|
|
—
|
|
45,783
|
|
Equity in earnings of affiliates
|
636
|
|
731
|
|
163
|
|
(796
|
)
|
734
|
|
|
Net gain on dispositions
|
—
|
|
2
|
|
—
|
|
—
|
|
2
|
|
|
Other income (loss)
|
—
|
|
5
|
|
(4
|
)
|
—
|
|
1
|
|
|
Intercompany revenues
|
—
|
|
964
|
|
6,188
|
|
(7,152
|
)
|
—
|
|
|
Total Revenues and Other Income
|
636
|
|
31,787
|
|
22,045
|
|
(7,948
|
)
|
46,520
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
||||||
Purchased crude oil and products
|
—
|
|
28,283
|
|
19,188
|
|
(7,143
|
)
|
40,328
|
|
|
Operating expenses
|
—
|
|
917
|
|
184
|
|
(9
|
)
|
1,092
|
|
|
Selling, general and administrative expenses
|
—
|
|
254
|
|
95
|
|
—
|
|
349
|
|
|
Depreciation and amortization
|
—
|
|
156
|
|
60
|
|
—
|
|
216
|
|
|
Impairments
|
—
|
|
1
|
|
42
|
|
—
|
|
43
|
|
|
Taxes other than income taxes
|
—
|
|
1,281
|
|
2,139
|
|
—
|
|
3,420
|
|
|
Accretion on discounted liabilities
|
—
|
|
3
|
|
2
|
|
—
|
|
5
|
|
|
Interest and debt expense
|
—
|
|
13
|
|
—
|
|
—
|
|
13
|
|
|
Foreign currency transaction gains
|
—
|
|
—
|
|
(15
|
)
|
—
|
|
(15
|
)
|
|
Total Costs and Expenses
|
—
|
|
30,908
|
|
21,695
|
|
(7,152
|
)
|
45,451
|
|
|
Income before income taxes
|
636
|
|
879
|
|
350
|
|
(796
|
)
|
1,069
|
|
|
Provision for income taxes
|
—
|
|
243
|
|
188
|
|
—
|
|
431
|
|
|
Net income
|
636
|
|
636
|
|
162
|
|
(796
|
)
|
638
|
|
|
Less: net income attributable to noncontrolling interests
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
Net Income Attributable to Phillips 66
|
$
|
636
|
|
636
|
|
160
|
|
(796
|
)
|
636
|
|
|
|
|
|
|
|
||||||
Comprehensive Income
|
$
|
674
|
|
674
|
|
212
|
|
(884
|
)
|
676
|
|
|
Millions of Dollars
|
||||||||||
|
At March 31, 2013
|
||||||||||
Balance Sheet
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
2,836
|
|
1,917
|
|
—
|
|
4,753
|
|
Accounts and notes receivable
|
111
|
|
2,682
|
|
8,692
|
|
(1,575
|
)
|
9,910
|
|
|
Inventories
|
—
|
|
3,125
|
|
2,686
|
|
—
|
|
5,811
|
|
|
Prepaid expenses and other current assets
|
11
|
|
409
|
|
276
|
|
—
|
|
696
|
|
|
Total Current Assets
|
122
|
|
9,052
|
|
13,571
|
|
(1,575
|
)
|
21,170
|
|
|
Investments and long-term receivables
|
29,926
|
|
21,444
|
|
6,450
|
|
(47,322
|
)
|
10,498
|
|
|
Net properties, plants and equipment
|
—
|
|
11,655
|
|
3,602
|
|
—
|
|
15,257
|
|
|
Goodwill
|
—
|
|
3,344
|
|
—
|
|
—
|
|
3,344
|
|
|
Intangibles
|
—
|
|
707
|
|
20
|
|
—
|
|
727
|
|
|
Other assets
|
39
|
|
114
|
|
2
|
|
—
|
|
155
|
|
|
Total Assets
|
$
|
30,087
|
|
46,316
|
|
23,645
|
|
(48,897
|
)
|
51,151
|
|
|
|
|
|
|
|
||||||
Liabilities and Equity
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
84
|
|
7,788
|
|
6,841
|
|
(1,575
|
)
|
13,138
|
|
Short-term debt
|
—
|
|
13
|
|
—
|
|
—
|
|
13
|
|
|
Accrued income and other taxes
|
—
|
|
357
|
|
653
|
|
—
|
|
1,010
|
|
|
Employee benefit obligations
|
—
|
|
209
|
|
29
|
|
—
|
|
238
|
|
|
Other accruals
|
100
|
|
310
|
|
142
|
|
—
|
|
552
|
|
|
Total Current Liabilities
|
184
|
|
8,677
|
|
7,665
|
|
(1,575
|
)
|
14,951
|
|
|
Long-term debt
|
6,795
|
|
163
|
|
—
|
|
—
|
|
6,958
|
|
|
Asset retirement obligations and accrued environmental costs
|
—
|
|
528
|
|
175
|
|
—
|
|
703
|
|
|
Deferred income taxes
|
—
|
|
4,481
|
|
1,026
|
|
—
|
|
5,507
|
|
|
Employee benefit obligations
|
—
|
|
1,120
|
|
219
|
|
—
|
|
1,339
|
|
|
Other liabilities and deferred credits
|
1,902
|
|
1,575
|
|
6,048
|
|
(9,210
|
)
|
315
|
|
|
Total Liabilities
|
8,881
|
|
16,544
|
|
15,133
|
|
(10,785
|
)
|
29,773
|
|
|
Common stock
|
18,043
|
|
25,935
|
|
8,308
|
|
(34,243
|
)
|
18,043
|
|
|
Retained earnings
|
3,923
|
|
4,597
|
|
327
|
|
(4,924
|
)
|
3,923
|
|
|
Accumulated other comprehensive loss
|
(760
|
)
|
(760
|
)
|
(157
|
)
|
1,055
|
|
(622
|
)
|
|
Noncontrolling interests
|
—
|
|
—
|
|
34
|
|
—
|
|
34
|
|
|
Total Liabilities and Equity
|
$
|
30,087
|
|
46,316
|
|
23,645
|
|
(48,897
|
)
|
51,151
|
|
|
Millions of Dollars
|
||||||||||
|
At December 31, 2012
|
||||||||||
Balance Sheet
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
2,410
|
|
1,064
|
|
—
|
|
3,474
|
|
Accounts and notes receivable
|
47
|
|
2,889
|
|
8,456
|
|
(989
|
)
|
10,403
|
|
|
Inventories
|
—
|
|
1,938
|
|
1,492
|
|
—
|
|
3,430
|
|
|
Prepaid expenses and other current assets
|
11
|
|
403
|
|
241
|
|
—
|
|
655
|
|
|
Total Current Assets
|
58
|
|
7,640
|
|
11,253
|
|
(989
|
)
|
17,962
|
|
|
Investments and long-term receivables
|
28,796
|
|
20,784
|
|
4,403
|
|
(43,512
|
)
|
10,471
|
|
|
Net properties, plants and equipment
|
—
|
|
11,714
|
|
3,693
|
|
—
|
|
15,407
|
|
|
Goodwill
|
—
|
|
3,344
|
|
—
|
|
—
|
|
3,344
|
|
|
Intangibles
|
—
|
|
710
|
|
14
|
|
—
|
|
724
|
|
|
Other assets
|
78
|
|
114
|
|
9
|
|
(36
|
)
|
165
|
|
|
Total Assets
|
$
|
28,932
|
|
44,306
|
|
19,372
|
|
(44,537
|
)
|
48,073
|
|
|
|
|
|
|
|
||||||
Liabilities and Equity
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
17
|
|
7,014
|
|
4,668
|
|
(989
|
)
|
10,710
|
|
Short-term debt
|
—
|
|
13
|
|
—
|
|
—
|
|
13
|
|
|
Accrued income and other taxes
|
—
|
|
245
|
|
656
|
|
—
|
|
901
|
|
|
Employee benefit obligations
|
—
|
|
391
|
|
50
|
|
—
|
|
441
|
|
|
Other accruals
|
50
|
|
279
|
|
88
|
|
—
|
|
417
|
|
|
Total Current Liabilities
|
67
|
|
7,942
|
|
5,462
|
|
(989
|
)
|
12,482
|
|
|
Long-term debt
|
6,795
|
|
165
|
|
1
|
|
—
|
|
6,961
|
|
|
Asset retirement obligations and accrued environmental costs
|
—
|
|
563
|
|
177
|
|
—
|
|
740
|
|
|
Deferred income taxes
|
—
|
|
4,478
|
|
1,002
|
|
(36
|
)
|
5,444
|
|
|
Employee benefit obligations
|
—
|
|
1,094
|
|
231
|
|
—
|
|
1,325
|
|
|
Other liabilities and deferred credits
|
1,434
|
|
1,421
|
|
3,936
|
|
(6,476
|
)
|
315
|
|
|
Total Liabilities
|
8,296
|
|
15,663
|
|
10,809
|
|
(7,501
|
)
|
27,267
|
|
|
Common stock
|
18,376
|
|
25,951
|
|
8,287
|
|
(34,238
|
)
|
18,376
|
|
|
Retained earnings
|
2,713
|
|
3,145
|
|
87
|
|
(3,232
|
)
|
2,713
|
|
|
Accumulated other comprehensive income (loss)
|
(453
|
)
|
(453
|
)
|
158
|
|
434
|
|
(314
|
)
|
|
Noncontrolling interests
|
—
|
|
—
|
|
31
|
|
—
|
|
31
|
|
|
Total Liabilities and Equity
|
$
|
28,932
|
|
44,306
|
|
19,372
|
|
(44,537
|
)
|
48,073
|
|
|
Millions of Dollars
|
||||||||||
|
Three Months Ended March 31, 2013
|
||||||||||
Statement of Cash Flows
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net Cash Provided by Operating Activities
|
$
|
585
|
|
612
|
|
1,016
|
|
—
|
|
2,213
|
|
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures and investments
|
—
|
|
(186
|
)
|
(221
|
)
|
20
|
|
(387
|
)
|
|
Proceeds from asset dispositions
|
—
|
|
—
|
|
9
|
|
—
|
|
9
|
|
|
Collection of advances/loans—related parties
|
—
|
|
—
|
|
55
|
|
—
|
|
55
|
|
|
Net Cash Used in Investing Activities
|
—
|
|
(186
|
)
|
(157
|
)
|
20
|
|
(323
|
)
|
|
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Repayment of debt
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
(3
|
)
|
|
Issuance of common stock
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
|
Repurchase of common stock
|
(382
|
)
|
—
|
|
—
|
|
—
|
|
(382
|
)
|
|
Dividends paid on common stock
|
(194
|
)
|
—
|
|
—
|
|
—
|
|
(194
|
)
|
|
Other
|
(3
|
)
|
3
|
|
20
|
|
(20
|
)
|
—
|
|
|
Net Cash Provided by (Used in) Financing Activities
|
(585
|
)
|
—
|
|
20
|
|
(20
|
)
|
(585
|
)
|
|
|
|
|
|
|
|
||||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
—
|
|
—
|
|
(26
|
)
|
—
|
|
(26
|
)
|
|
|
|
|
|
|
|
||||||
Net Change in Cash and Cash Equivalents
|
—
|
|
426
|
|
853
|
|
—
|
|
1,279
|
|
|
Cash and cash equivalents at beginning of period
|
—
|
|
2,410
|
|
1,064
|
|
—
|
|
3,474
|
|
|
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
2,836
|
|
1,917
|
|
—
|
|
4,753
|
|
|
Millions of Dollars
|
||||||||||
|
Three Months Ended March 31, 2012
|
||||||||||
Statement of Cash Flows
|
Phillips 66
|
|
Phillips 66 Company
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
21
|
|
(677
|
)
|
295
|
|
—
|
|
(361
|
)
|
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures and investments
|
—
|
|
(162
|
)
|
(56
|
)
|
—
|
|
(218
|
)
|
|
Proceeds from asset dispositions
|
—
|
|
(1
|
)
|
7
|
|
—
|
|
6
|
|
|
Net Cash Used in Investing Activities
|
—
|
|
(163
|
)
|
(49
|
)
|
—
|
|
(212
|
)
|
|
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Contributions from (distributions to) ConocoPhillips
|
290
|
|
845
|
|
(244
|
)
|
—
|
|
891
|
|
|
Issuance of debt
|
5,794
|
|
—
|
|
—
|
|
—
|
|
5,794
|
|
|
Repayment of debt
|
—
|
|
(5
|
)
|
(2
|
)
|
—
|
|
(7
|
)
|
|
Change in restricted cash
|
(6,050
|
)
|
—
|
|
—
|
|
—
|
|
(6,050
|
)
|
|
Other
|
(55
|
)
|
—
|
|
—
|
|
—
|
|
(55
|
)
|
|
Net Cash Provided by (Used in) Financing Activities
|
(21
|
)
|
840
|
|
(246
|
)
|
—
|
|
573
|
|
|
|
|
|
|
|
|
||||||
Net Change in Cash and Cash Equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Cash and cash equivalents at beginning of period
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
•
|
We disaggregated the former Refining and Marketing (R&M) segment into two separate operating segments titled "Refining" and "Marketing and Specialties."
|
•
|
We moved our transportation and power generation businesses from the former R&M segment to the Midstream and Marketing and Specialties (M&S) segments, respectively.
|
|
Millions of Dollars
|
||||
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
|
|
|
|
|
|||
Midstream
|
$
|
110
|
|
108
|
|
Chemicals
|
282
|
|
217
|
|
|
Refining
|
922
|
|
393
|
|
|
Marketing and Specialties
|
188
|
|
(12
|
)
|
|
Corporate and Other
|
(95
|
)
|
(70
|
)
|
|
Net income attributable to Phillips 66
|
$
|
1,407
|
|
636
|
|
•
|
Equity in earnings of WRB increased 83 percent, mainly due to higher refining margins in the Central Corridor region, partially offset by lower refining volumes associated with maintenance turnaround activity in the first quarter of 2013.
|
•
|
Equity in earnings of CPChem increased 33 percent, mainly resulting from higher ethylene, polyethylene and benzene margins.
|
•
|
Lower earnings from Merey Sweeny, L.P. (MSLP), mainly due to lower volumes and higher operating expenses related to turnaround activity in the first quarter of 2013, partially offset by improved margins.
|
•
|
Lower earnings from Malaysian Refining Company Sdn. Bhd. (MRC), mainly due to lower margins and volumes.
|
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
|
|
|
Millions of Dollars
|
||||
|
|
||||
Net Income Attributable to Phillips 66
|
|
|
|||
DCP Midstream
|
$
|
56
|
|
60
|
|
NGL operations
|
9
|
|
19
|
|
|
Transportation
|
45
|
|
29
|
|
|
Total Midstream
|
$
|
110
|
|
108
|
|
|
Dollars per Unit
|
||||
Weighted Average NGL Price*
|
|
|
|||
DCP Midstream (per barrel)
|
$
|
31.09
|
|
42.10
|
|
DCP Midstream (per gallon)
|
0.74
|
|
1.00
|
|
|
Thousands of Barrels Daily
|
|||
Transportation Volumes
|
|
|
||
Pipelines*
|
3,052
|
|
2,834
|
|
Terminals
|
1,041
|
|
1,134
|
|
|
|
|
||
Other Volumes
|
|
|
||
NGL extracted**
|
198
|
|
206
|
|
NGL fractionated***
|
117
|
|
105
|
|
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
|
|
|
Millions of Dollars
|
||||
|
|
|
|||
Net Income Attributable to Phillips 66
|
$
|
282
|
|
217
|
|
|
Millions of Pounds
|
|||
CPChem Externally Marketed Sales Volumes*
|
|
|
||
Olefins and Polyolefins
|
4,036
|
|
3,640
|
|
Specialties, Aromatics and Styrenics
|
1,496
|
|
1,793
|
|
|
5,532
|
|
5,433
|
|
*Represents 100 percent of CPChem's outside sales of produced petrochemical products, as well as commission sales from equity affiliates.
|
Olefins and Polyolefins Capacity Utilization (percent)
|
91
|
%
|
94
|
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
|
|
|
Millions of Dollars
|
||||
Net Income (Loss) Attributable to Phillips 66
|
|
|
|||
Atlantic Basin/Europe
|
$
|
98
|
|
(10
|
)
|
Gulf Coast
|
44
|
|
(45
|
)
|
|
Central Corridor
|
589
|
|
405
|
|
|
Western/Pacific
|
62
|
|
(1
|
)
|
|
Other refining
|
129
|
|
44
|
|
|
Worldwide
|
$
|
922
|
|
393
|
|
|
|
|
|||
|
Dollars Per Barrel
|
||||
Refining Margins
|
|
|
|||
Atlantic Basin/Europe
|
$
|
8.61
|
|
6.43
|
|
Gulf Coast
|
8.54
|
|
5.95
|
|
|
Central Corridor
|
27.29
|
|
19.22
|
|
|
Western/Pacific
|
9.64
|
|
10.70
|
|
|
Worldwide
|
13.94
|
|
10.39
|
|
|
|
|
|
|||
|
Thousands of Barrels Daily
|
||||
Operating Statistics
|
|
|
|||
Refining operations*
|
|
|
|||
Atlantic Basin/Europe
|
|
|
|||
Crude oil capacity
|
588
|
|
588
|
|
|
Crude oil processed
|
571
|
|
573
|
|
|
Capacity utilization (percent)
|
97
|
%
|
98
|
|
|
Refinery production
|
618
|
|
627
|
|
|
Gulf Coast
|
|
|
|||
Crude oil capacity
|
733
|
|
733
|
|
|
Crude oil processed
|
584
|
|
600
|
|
|
Capacity utilization (percent)
|
80
|
%
|
82
|
|
|
Refinery production
|
646
|
|
682
|
|
|
Central Corridor
|
|
|
|||
Crude oil capacity
|
475
|
|
471
|
|
|
Crude oil processed
|
457
|
|
479
|
|
|
Capacity utilization (percent)
|
96
|
%
|
102
|
|
|
Refinery production
|
475
|
|
496
|
|
|
Western/Pacific
|
|
|
|||
Crude oil capacity
|
440
|
|
439
|
|
|
Crude oil processed
|
401
|
|
375
|
|
|
Capacity utilization (percent)
|
91
|
%
|
85
|
|
|
Refinery production
|
445
|
|
403
|
|
|
Worldwide
|
|
|
|||
Crude oil capacity
|
2,236
|
|
2,231
|
|
|
Crude oil processed
|
2,013
|
|
2,027
|
|
|
Capacity utilization (percent)
|
90
|
%
|
91
|
|
|
Refinery production
|
2,184
|
|
2,208
|
|
|
*Includes our share of equity affiliates.
|
|
|
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
|
|
|
Millions of Dollars
|
||||
Net Income (Loss) Attributable to Phillips 66
|
|
|
|||
Marketing and other
|
$
|
173
|
|
(67
|
)
|
Specialties
|
15
|
|
55
|
|
|
Total Marketing and Specialties
|
$
|
188
|
|
(12
|
)
|
|
Dollars Per Barrel
|
||||
Realized Marketing Fuel Margin*
|
|
|
|||
U.S.
|
$
|
1.02
|
|
0.22
|
|
International
|
3.16
|
|
2.42
|
|
|
Dollars Per Gallon
|
|||
U.S. Average Wholesale Prices*
|
|
|
||
Gasoline
|
2.93
|
|
2.98
|
|
Distillates
|
3.14
|
|
3.21
|
|
*Excludes excise taxes.
|
|
|
|
Thousands of Barrels Daily
|
|||
Marketing Petroleum Products Sales Volumes
|
|
|
||
Gasoline
|
1,105
|
|
1,024
|
|
Distillates
|
956
|
|
988
|
|
Other products
|
16
|
|
15
|
|
Total
|
2,077
|
|
2,027
|
|
|
Millions of Dollars
|
||||
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
|
|
Net Income (Loss) Attributable to Phillips 66
|
|
|
|||
Net interest
|
$
|
(43
|
)
|
(9
|
)
|
Corporate general and administrative expenses
|
(34
|
)
|
(28
|
)
|
|
Technology
|
(12
|
)
|
(13
|
)
|
|
Other
|
(6
|
)
|
(20
|
)
|
|
|
$
|
(95
|
)
|
(70
|
)
|
|
Millions of Dollars
Except as Indicated |
||||
|
March 31
2013 |
|
December 31
2012
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
$
|
2,213
|
|
4,296
|
|
Short-term debt
|
13
|
|
13
|
|
|
Total debt
|
6,971
|
|
6,974
|
|
|
Total equity
|
21,378
|
|
20,806
|
|
|
Percent of total debt to capital*
|
25
|
%
|
25
|
|
|
Percent of floating-rate debt to total debt
|
15
|
%
|
15
|
|
|
*Capital includes total debt and total equity.
|
|
Millions of Dollars
|
|||||
|
Three Months Ended
March 31 |
|||||
|
2013
|
|
|
2012
|
|
|
Capital Expenditures and Investments
|
|
|
|
|||
Midstream
|
$
|
110
|
|
|
33
|
|
Chemicals
|
—
|
|
|
—
|
|
|
Refining
|
136
|
|
|
171
|
|
|
Marketing and Specialties
|
102
|
|
|
14
|
|
|
Corporate and Other
|
39
|
|
|
—
|
|
|
|
$
|
387
|
|
|
218
|
|
|
|
|
|
|
|
|
Selected Equity Affiliates*
|
|
|
|
|||
DCP Midstream
|
$
|
274
|
|
|
225
|
|
CPChem
|
107
|
|
|
75
|
|
|
WRB
|
29
|
|
|
13
|
|
|
|
$
|
410
|
|
|
313
|
|
•
|
Installation of facilities to reduce nitrous oxide emissions from the fluid catalytic cracker at the Alliance Refinery.
|
•
|
Installation of new coke drums at the Ponca City Refinery.
|
•
|
Installation of a tail gas treating unit at the Humber Refinery to reduce emissions from the sulfur recovery units.
|
•
|
Fluctuations in NGL, crude oil, and natural gas prices and petrochemical and refining 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 chemicals products.
|
•
|
Lack of, or disruptions in, adequate and reliable transportation for our NGL, crude oil, natural gas, and refined products.
|
•
|
The level and success of natural gas drilling around DCP Midstream’s assets, the level and quality of gas production volumes around its assets and its ability to connect supplies to its gathering and processing systems in light of competition.
|
•
|
Inability to timely obtain or maintain permits, including those necessary for capital projects; comply with government regulations; or make capital expenditures required to maintain compliance.
|
•
|
Failure to complete definitive agreements and feasibility studies for, and to timely complete construction of, announced and future capital projects.
|
•
|
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 product pricing, regulation or taxation; and other political, economic or diplomatic developments.
|
•
|
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 products, such as gasoline, diesel, jet fuel and home heating oil.
|
•
|
Overcapacity or under capacity in the midstream, chemicals and refining industries.
|
•
|
Fluctuations in consumer demand for refined products.
|
•
|
The factors generally described in Item 1A—Risk Factors in our 2012 Annual Report on Form 10-K.
|
|
|
|
|
|
|
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
|
|
||
Jan 1-31, 2013
|
2,566,188
|
|
$
|
53.18
|
|
2,566,188
|
|
$
|
1,508
|
|
February 1-28, 2013
|
1,779,303
|
|
62.87
|
|
1,779,303
|
|
1,396
|
|
||
March 1-31, 2013
|
2,057,116
|
|
65.14
|
|
2,057,116
|
|
1,262
|
|
||
Total
|
6,402,607
|
|
$
|
59.72
|
|
6,402,607
|
|
|
|
PHILLIPS 66
|
|
|
|
/s/ C. Doug Johnson
|
|
C. Doug Johnson
Vice President and Controller
(Chief Accounting and Duly Authorized Officer)
|
|
|
May 2, 2013
|
|
CONOCOPHILLIPS
|
||
By:
|
/s/ J.W. Sheets
|
|
|
Name:
|
J.W. Sheets
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
PHILLIPS 66
|
||
By:
|
/s/ Brian Wenzel
|
|
|
Name:
|
Brian Wenzel
|
|
Title:
|
VP & Treasurer
|
|
Millions of Dollars
|
|||||||||||||||||
|
Three Months Ended
March 31 |
|
|
Years Ended December 31
|
||||||||||||||
|
2013
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||
Earnings Available for Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations before income taxes and noncontrolling interests that have not incurred fixed charges
|
$
|
2,078
|
|
|
6,624
|
|
|
6,619
|
|
|
1,314
|
|
|
843
|
|
|
4,111
|
|
Distributions less than equity in earnings of affiliates
|
77
|
|
|
(872
|
)
|
|
(951
|
)
|
|
(723
|
)
|
|
(562
|
)
|
|
(106
|
)
|
|
Fixed charges, excluding capitalized interest*
|
102
|
|
|
376
|
|
|
142
|
|
|
153
|
|
|
160
|
|
|
208
|
|
|
|
$
|
2,257
|
|
|
6,128
|
|
|
5,810
|
|
|
744
|
|
|
441
|
|
|
4,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest and expense on indebtedness, excluding capitalized interest
|
$
|
70
|
|
|
246
|
|
|
17
|
|
|
1
|
|
|
1
|
|
|
42
|
|
Capitalized interest
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
57
|
|
|
41
|
|
|
Interest portion of rental expense
|
30
|
|
|
121
|
|
|
116
|
|
|
133
|
|
|
153
|
|
|
160
|
|
|
|
$
|
100
|
|
|
367
|
|
|
133
|
|
|
138
|
|
|
211
|
|
|
243
|
|
Ratio of Earnings to Fixed Charges
|
22.6
|
|
|
16.7
|
|
|
43.7
|
|
|
5.4
|
|
|
2.1
|
|
|
17.3
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Phillips 66;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Greg C. Garland
|
|
Greg C. Garland
|
|
Chairman, President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Phillips 66;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Greg G. Maxwell
|
|
Greg G. Maxwell
|
|
Executive Vice President, Finance
and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Greg C. Garland
|
|
Greg C. Garland
|
|
Chairman, President and
Chief Executive Officer
|
|
|
|
/s/ Greg G. Maxwell
|
|
Greg G. Maxwell
|
|
Executive Vice President, Finance
and Chief Financial Officer
|