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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. See Note 10—Subsequent Events for information on Plan changes effective January 1, 2019.
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. State Street Bank and Trust Company serves as the Plan's Stable Value Fund trustee.
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
2018
, the Company made matching contributions to the Thrift of $71,442,565.
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 the contribution rate and type of contribution at any time 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.
Thrift assets are invested in a variety of investment funds; however, the Phillips 66 Leveraged Stock Fund, ConocoPhillips Stock Fund, ConocoPhillips Leveraged Stock Fund and DowDuPont Stock Fund are closed to new investments. The ConocoPhillips Stock Fund, ConocoPhillips Leveraged Stock Fund and the DowDuPont 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 matching 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
2018
, the Company contributed Success Share contributions of $78,362,253.
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.
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, or DowDuPont 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 Leveraged 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 the Company Stock Fund, Company Leveraged Stock Fund, ConocoPhillips Stock Fund, ConocoPhillips Leveraged Stock Fund and the DowDuPont 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. One trust agreement 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 Chief Executive Officer of the Company. 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,
2018
or
2017
. 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.
New Accounting Standards
In July 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-09, “Codification Improvements,”
which amends an illustrative example of a fair value hierarchy disclosure to indicate that a certain type of investment should not always be considered to be eligible to use the net asset value (NAV) per share practical expedient. Also, it further clarifies that an entity should evaluate whether a readily determinable value exists or whether its investments qualify for the NAV per share practical expedient in accordance with ASC 820, “Fair Value Measurement.” The guidance is effective for fiscal years beginning after December 15, 2018. The guidance is to be
applied retrospectively. Plan management is currently evaluating the potential effects of this ASU on the Plan’s financial statements
.
In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” The new ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Plan management is currently evaluating the potential effects of this ASU on the Plan’s financial statements.
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. Separately Managed Accounts (SMA) are valued using the quoted market prices of the account's holding. 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. 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.
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
2018
, the Plan had the following investment changes:
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Goldman Sachs Small/Mid Cap Value, Class R6 was added.
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Vanguard Inflation-Protected Securities Fund Institutional shares was removed.
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Vanguard Total Stock Market Index Fund Institutional Plus Shares was removed.
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•
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Natixis Vaughan Nelson Value Opportunity Fund, Class N was removed.
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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, 2018
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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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811,130
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—
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—
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811,130
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Common Stock
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1,538,098
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—
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—
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1,538,098
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Separately Managed Accounts - Common Stock
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70,533
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—
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—
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70,533
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Short Term Investment Fund
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24,951
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—
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—
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24,951
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Total
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2,444,712
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—
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—
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2,444,712
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Goldman Sachs Core Plus Fixed Income CCT measured at net asset value (NAV)
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9,508
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Vanguard Trusts measured at NAV
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1,855,679
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Total Investments at Fair Value
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$
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4,309,899
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Thousands of Dollars
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Assets at Fair Value as of December 31, 2017
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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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1,843,945
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—
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—
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1,843,945
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Common Stock
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1,838,515
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—
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—
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1,838,515
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Separately Managed Accounts - Common Stock
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58,967
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58,967
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Short Term Investment Fund
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21,746
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—
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—
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21,746
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Total
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3,763,173
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—
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—
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3,763,173
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Goldman Sachs Core Plus Fixed Income CCT measured at net asset value (NAV)
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7,803
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Vanguard Trusts measured at NAV
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941,318
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Total Investments at Fair Value
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$
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4,712,294
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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 and PSAs. 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 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 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, 2018
and
2017
, was $445 million and $466 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.
Vanguard Trusts
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. The fair value of each trust reflects the proportionate interest in the net assets of the underlying investments.
Other Vanguard Trusts
This category includes Vanguard Institutional Total Bond Market Index Trust, Vanguard Institutional 500 Index Trust and Vanguard Institutional Extended Market Index Trust. The Vanguard Institutional Trusts seek to track the investment performance of the underlying performance index. The fair value of each trust reflects the proportionate interest in the net assets of the underlying investments.
Redemption Administration
The Trustee of the Vanguard Trusts, in its sole discretion, but upon consultation with the Plan, shall decide whether to honor a redemption request in cash, in kind, or a combination of both. The Trustee will use its best efforts to distribute proceeds to the redeeming Plan as soon as practicable; provided however, that (i) cash proceeds from the sale of securities liquidated to fund a withdrawal need not be paid until after the actual settlement date or dates of the sale of such securities; and (ii) the Trustee may suspend redemptions and/or postpone the payment of redemption proceeds at times when the New York Stock Exchange is closed or during other emergency circumstance.
Separately Managed Account
The Jackson Square SMID-Cap Growth Separately Managed Account represents the Plan's investment in this investment type. The SMA is a 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. Subsequent to the receipt of the determination letter, the Plan was amended. 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 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 and trusts managed by Vanguard. Because Vanguard is the Plan’s trustee, these transactions qualify as party in interest transactions. State Street Bank and Trust Company serves as the Plan’s SVF 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 transaction types 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, 2018
and
2017
, 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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2018
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2017
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Net assets available for benefits as reported in the financial statements
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$
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4,878,685
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5,274,234
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Adjustment from contract value to fair value for fully benefit-responsive
investment contracts
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(5,502
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2,913
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Deemed distributions of participant loans
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(1,348
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)
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(1,203
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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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4,871,835
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5,275,944
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The following is a reconciliation of net decrease for the year ended
December 31, 2018
, 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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2018
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Net decrease as reported in the financial statements
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$
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(395,549
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)
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Adjustment from contract value to fair value for fully benefit-responsive
investment contracts at December 31, 2018
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(5,502
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)
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Reverse adjustment from contract value to fair value for certain fully
benefit-responsive investment contracts at December 31, 2017
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(2,913
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)
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Deemed distributions of participant loans at the beginning of the year
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1,203
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Deemed distributions of participant loans at end of the year
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(1,348
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)
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Net loss as reported in the Form 5500
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$
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(404,109
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)
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Note 10
—
Subsequent Events
Effective January 1, 2019, the following changes apply to the Plan:
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•
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A participant is no longer required to contribute to the Plan to be eligible to receive the Success Share contribution.
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•
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Company matches one dollar for each dollar contributed by an active participant up to 6% of Pay.
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The autoenrollment feature is increased to 6%, with an automatic increase of 1% until it reaches 10%.
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•
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Success Share contributions will be made on an annual basis.
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The "Pay" definition will include amounts both awarded and paid within the same calendar year under the Variable Cash Incentive Program of Phillips 66 (VCIP), and eligible amounts under the commercial bonus program that would have been payable under the VCIP prior to January 1, 2019.
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Effective July 1, 2019, Northern Trust will replace State Street Bank and Trust Company as trustee of the Stable Value Fund Trust.