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Notes to Financial Statements
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Phillips 66 Savings Plan
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Note 1
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Plan Description
The following description of the Phillips 66 Savings Plan (Plan) provides only general information. Participants should refer to the plan document and summary plan description for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution, 401(k) profit sharing plan sponsored by Phillips 66 Company (the Company), a wholly owned subsidiary of Phillips 66.
The Plan consists of two components: Thrift Feature (Thrift) and Success Share. The Vanguard Group, Inc. serves as record-keeper. Vanguard Fiduciary Trust Company (Vanguard) serves as trustee for the Plan.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Eligibility
Generally, active employees of the Company and its subsidiaries on the direct U.S. dollar payroll are eligible to participate in the Plan.
Thrift Feature
Participants may contribute between 1% and 75% of pay, as defined in the Plan document (Pay), on a Roth 401(k) basis, a before-tax basis, an after-tax basis, or in any combination thereof. Participants are eligible to make catch-up contributions to the Plan beginning in the year they attain age 50. The Company matches one dollar for each dollar contributed by an active participant up to 5% of Pay. In
2016
, the Company made matching contributions to the Thrift of $69,331,173.
The Plan has an automatic enrollment feature for new employees with the initial contribution rate set at 3% of Pay, contributed on a before-tax basis. Participants can change these options and can also elect not to contribute to the Plan. To encourage participants to take advantage of the Company's matching contribution, if participants are contributing less than 5% of pay, their before-tax contribution percentage will be automatically increased 1% each January, until they are contributing 5% in total to the Plan. Participants may opt out of this auto-increase feature, if they do not want to have their contribution rate increased.
Thrift assets are invested in a variety of investment funds; however, the Phillips 66 Leveraged Stock Fund, ConocoPhillips Stock Fund, ConocoPhillips Leveraged Stock Fund, DuPont Stock Fund and Chemours Stock Fund are closed to new investments. The ConocoPhillips Stock Fund, ConocoPhillips Leveraged Stock Fund and the DuPont Stock Fund were transferred into the Plan from the Company’s predecessor at the Plan’s inception on May 1, 2012. Investments in the Plan are participant-directed.
Success Share
Success Share provides a discretionary Company contribution. A participant who contributes to Thrift may be eligible to receive a Success Share contribution of between 0% and 6% (with a 2% target) of Pay, based on the employee’s Pay for pay periods in which the employee contributes to Thrift during the six-month period to which the Success Share contribution relates. Success Share contributions are made on a semiannual basis and are invested in accordance with the employee’s Thrift investment elections. Investments in Success Share are participant-directed. In
2016
, the Company contributed $27,856,310 for Success Share.
Participant Accounts
Each participant’s account is credited with his or her contributions, Company contributions and allocations of plan earnings, and is charged with an allocation of investment administrative expenses. Plan earnings are allocated based on the participant’s share of net earnings or losses for their respective elected investment options. Administrative expenses are $38 per member per year (paid quarterly), fixed-fee arrangements and separated from the fund investment fees to provide greater cost transparency. The benefit to which a participant is entitled is the benefit that could be provided from the participant’s vested account.
Plan Investment Advice Options
The Plan offers investment advice options to Plan participants, including no charge and fee-based advice and professionally managed account options. Participants are responsible for any fees incurred when selecting any of these options. These advice options are offered through Vanguard and Financial Engines.
Vesting
Participants are immediately vested in all amounts credited to their accounts in all funds.
Voting Rights
As a beneficial owner of Phillips 66 stock (Company Stock), Plan participants and beneficiaries are entitled to direct the trustee to vote the Company Stock attributable to their accounts. Company Stock means the stock held in the Phillips 66 Stock Fund and the Phillips 66 Leveraged Stock Fund accounts. Company Stock does not refer to shares of ConocoPhillips Stock Fund, ConocoPhillips Leveraged Stock Fund, DuPont Stock Fund, or Chemours Stock Fund held by the Plan.
Diversification
Generally, participants may make unlimited exchanges out of any investment fund in any dollar amount, whole percentages, or shares of their account to another investment fund subject to the exchange rules in the Plan document. In addition, using selected investment percentages, a participant may request a reallocation of both the existing account and future contribution allocations or a rebalancing of the participant’s existing account.
Share Accounting Method for Company Stock
Any shares purchased or sold for the Plan on any business day are valued at the Participant Transaction Price, as defined by the Plan, which is calculated using a weighted-average price of the Company Stock traded on that business day and any carryover impact as described in the Plan document.
Distributions
Total distributions from participant accounts can be made upon the occurrence of specified events, including the attainment of age 59½, death, disability, or termination of employment. Partial distributions, before the occurrence of a specified event, are permitted in cases of specified financial hardship.
Generally, distributions from participant accounts invested in Company Stock, ConocoPhillips Stock Fund, DuPont Stock Fund and Chemours Stock Fund can be made in cash, stock, or a combination of both. Distributions from all other funds in the Plan are made in cash. An election to make an eligible rollover distribution is also available. A terminated employee or a beneficiary who is the surviving spouse of a participant is eligible to elect a distribution based on a fixed-dollar amount or life-expectancy installment payments.
Dividend Pass Through
A participant can make an election to receive cash dividends from the Phillips 66 Stock Fund and the Phillips 66 Leveraged Stock Fund on the portion of that participant’s account invested in Company Stock. The distribution of these dividends is made on each dividend payment date.
Participant Loans
Participants can request a loan from their account in the Plan if their balance is at least $2,000. The minimum loan is $1,000. Generally, the maximum loan is the lesser of $50,000 or one-half of the vested value of the participant’s account. Loans are secured by the balance in the participant’s account and bear interest at a rate of prime plus 1%. Principal and interest is paid ratably through payroll deductions. For those eligible for loans, three outstanding loans are available at any one time, one of which can be a home loan. The maximum term of a home loan is 238 months, and the maximum term of a general purpose loan is 58 months.
Trust Agreements
There are two trust agreements in place. The first is with Vanguard and it provides for the administration of certain assets in the Plan.
The other trust agreement is for the Stable Value Fund (SVF) and is managed under the Stable Value Fund Trust Agreement. The assets in this fund include stable value investment contracts and a short-term investment fund (STIF). The trustee is State Street Bank and Trust Company. Underlying the stable value investment contracts are units of common collective trust (CCT) funds and pooled separate account (PSA) funds.
Administration
The Plan is administered by the Investment Committee and Benefits Committee (Committees), a Plan Financial Administrator, and a Plan Benefits Administrator, collectively referred to as the Plan Administrators. Members of the Committees are appointed by the Board of Directors of the Company or its delegate. The Plan Financial Administrator and the Plan Benefits Administrator are the persons who occupy, respectively, the Company positions of Assistant Treasurer, Corporate Finance; and Manager, Total Rewards. Members of the Committees and the Plan Administrators serve without compensation, but are reimbursed by the Company for necessary expenditures incurred in the discharge of their duties. Administrative expenses of the Plan are paid from assets of the Plan to the extent allowable by law, unless paid by the Company.
Note 2
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Significant Accounting Policies
Basis of Presentation
The Plan’s financial statements are presented on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (GAAP). Distributions to participants or their beneficiaries are recorded when paid.
The SVF invests in fully benefit-responsive investment contracts. These investment contracts are recorded at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value represents contributions plus earnings, less participant withdrawals and administrative expenses.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31,
2016
or
2015
. If a participant ceases to make loan repayments and the Plan Administrators deem the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Use of Estimates
The preparation of financial statements requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates.
Note 3
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Investments
Investments held by the Plan are stated at fair value, except for fully benefit-responsive investment contracts. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).
Common stock values are based on their quoted market prices. Mutual funds are valued using quoted market prices which represent the net asset values of shares held by the Plan at year-end. The assets in the SVF include investment contracts and a STIF. The investment contracts are backed by units of CCTs and PSAs. The STIF is valued at amortized cost, which approximates fair value. Separately Managed Accounts (SMA) are valued using the quoted market prices of the account's holding. See Note 4—Fair Value Measurements and Note 5—Investment Strategy for more detail on the investments held by the Plan.
Purchases and sales of investments are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
During 2016, the Plan had the following investment changes:
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•
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PIMCO Total Return Mutual Fund Institutional Class was replaced by Goldman Sachs Core Plus Fixed Income Collective Trust.
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•
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Vanguard Prime Money Market Fund was replaced by Vanguard Federal Money Market Fund.
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•
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Delaware SMID Cap Growth Mutual Fund was replaced by Jackson Square SMID-Cap Growth, Separately Managed Account.
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•
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Chemours Stock fund was removed from the Plan investment options.
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•
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Several mutual funds have been upgraded from institutional share class to institutional plus share class to further lower investment expenses.
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Note 4
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Fair Value Measurements
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:
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Level 1:
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Unadjusted quoted prices from an active market for identical assets or liabilities.
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Level 2:
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Adjusted quoted prices from an active market for similar assets or liabilities; or valuation inputs that are directly or indirectly observable.
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Level 3:
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Unobservable inputs that are significant to the fair value of assets or liabilities.
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A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following tables set forth by level, within the fair value hierarchy, the Plan’s investment assets at fair value:
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Thousands of Dollars
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Assets at Fair Value as of December 31, 2016
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds
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$
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1,464,567
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—
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—
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1,464,567
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Common Stock
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1,858,401
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—
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—
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1,858,401
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Separately Managed Accounts - Common Stock
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51,348
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—
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—
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51,348
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Short Term Investment Fund
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22,727
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—
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—
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22,727
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Total
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3,397,043
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—
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—
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3,397,043
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Goldman Sachs Core Plus Fixed Income CCT measured at net asset value (NAV)
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5,499
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Target Retirement Date Trusts measured at NAV
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699,122
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Total Investments at Fair Value
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$
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4,101,664
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Thousands of Dollars
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Assets at Fair Value as of December 31, 2015
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds
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$
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1,415,948
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—
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—
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1,415,948
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Common Stock
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1,776,850
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—
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—
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1,776,850
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Short Term Investment Fund
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24,947
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—
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—
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24,947
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Total
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3,217,745
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—
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—
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3,217,745
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Target Retirement Date Trusts measured at NAV
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561,719
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Total Investments at Fair Value
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$
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3,779,464
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Note 5
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Investment Strategy
Stable Value Fund
The Plan's investment in the SVF is a separately managed portfolio exclusively available to the Plan participants. The SVF consists of synthetic investment contracts (SYNs) and a STIF. The STIF seeks to provide safety of principal and daily liquidity by investing in high quality money market instruments that include but are not limited to certificates of deposit, repurchase agreements, commercial paper, bank notes, time deposits, corporate debt, and U.S. Treasury and agency debt. While the intent of this fund is to allow daily withdrawals on each business day when the Federal Reserve’s wire system is open, the trustee of the fund may suspend withdrawal rights at its sole discretion in certain situations such as a breakdown in the means of communication normally employed in determining the value of the investments of the fund or a state of affairs in which the disposition of the assets of the fund would not be reasonably practicable or would be seriously prejudicial to the fund participants. The STIF is valued at amortized cost, which approximates fair value. In a SYN contract structure, the underlying investments are owned by the SVF and held in trust for Plan participants. The underlying investments of the SYNs in the SVF Trust consist of CCTs, PSAs, and short-term investments. The SVF Trust purchases multiple wrapper contracts from insurance companies and/or banks to support the book value accounting (principal plus accrued income) to the Plan. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investment, through adjustments to the future interest crediting rates. The issuers of the wrapper contracts provide assurances that the adjustments to the interest crediting rates do not result in future interest crediting rates that are less than zero. There are no reserves against contract value for credit risk of the contract issuers or the underlying fixed income investments. The crediting rates for most SYNs are reset monthly or quarterly and are based on the fair value of
the underlying portfolio of assets backing these contracts. The total contract value of the SYNs as of
December 31, 2016
and
2015
, was $441 million and $447 million, respectively.
In certain circumstances, the amount withdrawn from investment contracts may be payable at fair value rather than contract value. These events include, but are not limited to, termination of the Plan or SVF, a material adverse change to the provisions of the Plan, a decision by the Plan Administrators to withdraw from or terminate an investment contract without securing a replacement contract, and in the event of a spin-off or sale of a division if the terms of a successor plan do not meet the investment contract issuer’s underwriting criteria for issuance of a clone investment contract. However, the events described above are not probable of occurring in the foreseeable future.
Examples of events that would permit a contract issuer to terminate an investment contract upon short notice include the Plan’s loss of its qualified tax status, un-cured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of these occurred, the investment contract issuer could terminate the investment contract at fair value. The Plan Administrators do not anticipate any of these events are probable of occurrence.
Target Retirement Date Trusts
This category includes collective investment trusts in highly diversified funds designed to remain appropriate for investors in terms of risk throughout a variety of life circumstances. The year in the trust name refers to the approximate year (the target date) when an investor in the trust would retire and leave the workforce. Each trust will gradually shift its emphasis from more aggressive investments to more conservative ones based on its target date through asset allocation. There are currently no redemption restrictions on these investments. The fair value of each trust reflects the proportionate interest in the net assets of the underlying investments.
Separately Managed Account
The Jackson Square SMID-Cap Growth Separately Managed Account represents the Plan's investment in this investment type. SMA’s are participant designated investment option, which has asset allocations primarily in common stock. Jackson Square Partners, LLC serves as investment manager of the SMA.
Note 6
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Tax Status
The Plan Administrators received a determination letter from the Internal Revenue Service (IRS) dated April 28, 2015, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan, as amended, is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax exempt.
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrators have analyzed the tax positions taken by the Plan, and have concluded that as of
December 31, 2016
, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 7
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Related-Party and Party in Interest Transactions
A large portion of the Plan’s assets are invested in Company Stock. Because Phillips 66 is the ultimate parent of the Company, transactions involving Company Stock qualify as related-party transactions. In addition, certain investments of the Plan are in shares of mutual funds managed by Vanguard. Because Vanguard is the Plan’s trustee, these transactions qualify as party in interest transactions. State Street serves as the Plan’s Stable Value Fund trustee. Jackson Square Partners, LLC serves as the investment manager for the Jackson Square SMID Cap Growth SMA. Both State Street and Jackson Square have a fiduciary responsibility to the Plan. All of these types of transactions were exempt from the prohibited transaction rules.
Note 8
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Plan Termination
In the event of termination of the Plan, participants and beneficiaries of deceased participants would be vested with respect to, and would receive, within a reasonable time, any funds in their accounts as of the date of the termination.
Note 9
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Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as of
December 31, 2016
and
2015
, as reflected in these financial statements, to the amounts reflected in the Plan’s Form 5500:
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Thousands of Dollars
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2016
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2015
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Net assets available for benefits as reported in the financial statements
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$
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4,637,915
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4,342,109
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Adjustment from contract value to fair value for fully benefit-responsive
investment contracts
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3,260
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3,694
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Deemed distributions of participant loans
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(1,263
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)
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(1,335
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)
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Net assets available for benefits as reported in the Form 5500
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$
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4,639,912
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4,344,468
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The following is a reconciliation of net decrease for the year ended
December 31, 2016
, as reflected in these financial statements, to the amounts reflected in the Plan’s Form 5500:
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Thousands of Dollars
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2016
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Net increase as reported in the financial statements
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$
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295,806
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Adjustment from contract value to fair value for fully benefit-responsive
investment contracts at December 31, 2016
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3,260
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Reverse adjustment from contract value to fair value for certain fully
benefit-responsive investment contracts at December 31, 2015
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(3,694
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)
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Deemed distributions of participant loans at the beginning of the year
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1,335
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Deemed distributions of participant loans at end of the year
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(1,263
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)
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Net income as reported in the Form 5500
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$
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295,444
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