Exhibit 5.2

 

INTERNAL REVENUE SERVICE		DEPARTMENT OF THE TREASURY
P. 0. BOX 2508
CINCINNATI, OH 45201
		Employer Identification Number:
Date: APR 28 2015		37-1652702
		DLN:
		17007031081004
PHILLIPS 66 COMPANY		Person to Contact:
PO BOX 4428		RUDOLPH A BOLDREGHINI		ID# 31070
HOUSTON, TX 77210		Contact Telephone Number:
		(513) 263 - 3967
		Plan Name:
		PHILLIPS 66 SAVINGS PLAN
		Plan Number: 002

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b) (3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination letter gives no reliance for any qualification change that becomes effective, any guidance published, or any statutes enacted, after the issuance of the Cumulative List (unless the item has been identified in the Cumulative List) for the cycle under which this application was submitted.

This letter may not be relied on after the end of the plan’s first five-year remedial amendment cycle that ends more than twelve months after the application was received. This letter expires on January 31, 2018. This letter considered the 2012 Cumulative List of Plan Qualification Requirements.

This determination letter is applicable for the plan adopted on 3/19/12.

Letter 2002

PHILLIPS 66 COMPANY		-2-

 

This determination letter is applicable for the amendment (s) executed on 12/31/13 & 12/31/12.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated November 4, 2014. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This plan satisfies the requirements of Code section 4975(e) (7).

This letter supersedes our letter dated on or about November 19, 2014.

This is not a determination with respect to any language in the plan or any amendment to the plan that reflects Section 3 of the Defense of Marriage Act, Pub. L. 104, 110 stat. 2419 (DOMA) or U.S. v. Windsor, 570 U.S. 12 (2013), which invalidated that section.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

 

Enclosures:

Publication 794

Addendum

Letter 2002

PHILLIPS 66 COMPANY		-3-

 

This determination letter is applicable to the Trust Agreement executed on 5/01/12.

Letter 2002