8-KOther EventsExhibits & Filings

Phillips 66 8-K Report, Corporate Update (Nov 2, 2012)

Filed November 2, 2012For Securities:PSX

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.

Frequently Asked Questions

The primary reason for this 8-K filing is to provide condensed consolidating financial information required for an upcoming exchange offer related to $5.8 billion in senior notes previously issued in a private placement. This information is necessary to comply with SEC regulations.

The filing includes updated audited financial statements for the three-year period ending December 31, 2011, presented as Exhibit 99. This also includes condensed consolidating financial information with separate disclosures for the parent company, the guarantor subsidiary (Phillips 66 Company), and other non-guarantor subsidiaries.

No, this 8-K filing's financial statements are based on data up to December 31, 2011, and were originally filed on April 5, 2012. It does not reflect any financial events or performance occurring after that date. Investors should refer to Phillips 66's subsequent SEC filings for more current financial information.

The exchange offer is for $5.8 billion of senior notes that Phillips 66 issued privately in March 2012. The company is agreeing to register these notes and offer holders the opportunity to exchange them for new notes that are substantially identical in terms.