Summary
Phillips 66 (PSX) filed an 8-K on November 2, 2012, primarily to disclose the filing of condensed consolidating financial information. This information is being provided in anticipation of an exchange offer related to $5.8 billion of senior notes originally issued in a private placement in March 2012. These notes are guaranteed by Phillips 66 Company, a wholly-owned subsidiary. The core purpose of this filing is to comply with SEC regulations (Rule 3-10 of Regulation S-X) by providing the necessary financial disclosures for the exchange offer. Investors should note that the financial statements included as Exhibit 99 are updated audited financial statements for the three-year period ended December 31, 2011, and they do not reflect events occurring after April 5, 2012, the original filing date of their Form 10. Therefore, this 8-K should be read in conjunction with subsequent PSX filings for the most current information.
Key Highlights
- 1Phillips 66 is preparing for an exchange offer for $5.8 billion of senior notes originally issued via private placement in March 2012.
- 2The senior notes are guaranteed by Phillips 66 Company, a 100% owned subsidiary.
- 3This 8-K filing includes condensed consolidating financial information as required by Rule 3-10 of Regulation S-X.
- 4The financial information is presented in separate columns for Phillips 66, Phillips 66 Company, and other non-guarantor subsidiaries.
- 5The filing incorporates updated audited financial statements as Exhibit 99.
- 6The provided financial statements cover the three-year period ended December 31, 2011, and do not reflect events after April 5, 2012.
- 7Investors should review subsequent Phillips 66 SEC filings for the most up-to-date information.