Phillips 66 10-K

Item 9A. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. As of December 31, 2021, with the participation of management, our Chairman and Chief Executive Officer and our Executive Vice President, Finance and Chief Financial Officer carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President, Finance and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, 2021. There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the quarterly period ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting This report is included in Item 8 and is incorporated herein by reference. Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting This report is included in Item 8 and is incorporated herein by reference. Item 9B. OTHER INFORMATION None. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 147 Table of Contents Index to Financial Statements PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information regarding our executive officers appears in Part I of this report. The remaining information required by Item 10 of Part III is incorporated herein by reference from our Proxy Statement for the Annual Meeting of Stockholders to be held on May 11, 2022, which will be filed within 120 days after December 31, 2021 (2022 Definitive Proxy Statement).* Item 11. EXECUTIVE COMPENSATION The information required by Item 11 of Part III is incorporated herein by reference from our 2022 Definitive Proxy Statement.* Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 of Part III is incorporated herein by reference from our 2022 Definitive Proxy Statement.* Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 of Part III is incorporated herein by reference from our 2022 Definitive Proxy Statement.* Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 of Part III is incorporated herein by reference from our 2022 Definitive Proxy Statement.* _________________________ * Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our 2022 Definitive Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report. 148 Table of Contents Index to Financial Statements PART IV Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) 1. Financial Statements and Supplementary Data The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page 79, are filed as part of this Annual Report on Form 10-K. 2. Financial Statement Schedules All financial statement schedules are omitted because they are not required, not significant, not applicable, or the information is shown in the financial statements or notes thereto. 3. Exhibits The exhibits listed in the Index to Exhibits, which appears on pages 150 to 153, are filed as part of this Annual Report on Form 10-K. Item 16. FORM 10-K SUMMARY None. 149 Table of Contents Index to Financial Statements PHILLIPS 66 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 2.1 Separation and Distribution Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 . 8-K 2.1 05/01/2012 001-35349 2.2 Agreement and Plan of Merger, dated as of October 26, 2021, by and among Phillips 66, Phillips 66 Company, Phillips 66 Project Development Inc., Phoenix Sub LLC, Phillips 66 Partners LP, and Phillips 66 Partners GP LLC . 8-K 2.1 10/27/2021 001-35349 3.1 Amended and Restated Certificate of Incorporation of Phillips 66 . 8-K 3.1 05/01/2012 001-35349 3.2 Amended and Restated By-Laws of Phillips 66 . 8-K 3.1 02/09/2017 001-35349 4.1 Description of Phillips 66’s Securities . 10-K 4.1 02/21/2020 001-35349 4.2 Indenture, dated as of March 12, 2012, among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of senior debt securities of Phillips 66 . 10-12B/A 4.3 04/05/2012 001-35349 4.3 Form of the terms of 4.300% Senior Notes due 2022 . 10-12B/A 4.4 04/05/2012 001-35349 4.4 Form of the terms of 5.875% Senior Notes due 2042 . 10-12B/A 4.4 04/05/2012 001-35349 4.5 Form of the terms of 4.650% Senior Notes due November 2034 . 8-K 4.2 11/17/2014 001-35349 4.6 Form of the terms of 4.875% Senior Notes due November 2044 . 8-K 4.2 11/17/2014 001-35349 4.7 Form of the terms of 3.900% Senior Notes due March 2028 . 8-K 4.3 03/01/2018 001-35349 4.8 Indenture, dated as of April 9, 2020, among Phillips 66, as issuer, Phillips 66 Company, as guarantor, and U.S. Bank National Association, as trustee, in respect of senior debt securities of Phillips 66 . 8-K 4.1 04/09/2020 001-35349 4.9 Form of the terms of 3.700% Senior Notes due 2023 . 8-K 4.2 04/09/2020 001-35349 4.10 Form of the terms of 3.850% Senior Notes due 2025 . 8-K 4.3 04/09/2020 001-35349 4.11 Form of the terms of 2.150% Senior Notes due 2030 . 8-K 4.3 06/10/2020 001-35349 4.12 Form of the terms of 0.900% Senior Notes due 2024 . 8-K 4.3 11/18/2020 001-35349 4.13 Form of the terms of 1.300% Senior Notes due 2026 . 8-K 4.4 11/18/2020 001-35349 4.14 Form of the terms of 3.300% Senior Notes due 2052 . 8-K 4.2 11/15/2021 001-35349 150 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 10.1 Amended and Restated Credit Agreement dated as of July 30, 2019, among Phillips 66, Phillips 66 Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent . 8-K 10.1 08/01/2019 001-35349 10.2 Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of May 1, 2012 . 10-Q 10.14 08/03/2012 001-35349 10.3 First Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of December 31, 2017 . 10-K 10.6 02/23/2018 001-35349 10.4 Second Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of June 1, 2018 . 10-Q 10.1 07/27/2018 001-35349 10.5 Third Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC . 10-Q 10.1 04/30/2021 001-35349 10.6 Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 . 8-K 10.1 05/01/2012 001-35349 10.7 Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 . 8-K 10.2 05/01/2012 001-35349 10.8 Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 . 8-K 10.4 05/01/2012 001-35349 10.9 Amendment to the Employee Matters Agreement by and between ConocoPhillips and Phillips 66, dated April 26, 2012 . 10-Q 10.1 05/02/2013 001-35349 10.10 Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 . 8-K 10.5 05/01/2012 001-35349 10.11 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66 .** DEF14A App. A 03/27/2013 001-35349 10.12 Phillips 66 Key Employee Supplemental Retirement Plan .** 10-Q 10.15 08/03/2012 001-35349 10.13 First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan .** 10-K 10.18 02/22/2013 001-35349 10.14 Phillips 66 Amended and Restated Executive Severance Plan .** 10-Q 10.1 07/29/2016 001-35349 10.15 Phillips 66 Deferred Compensation Plan for Non-Employee Directors .** 10-Q 10.17 08/03/2012 001-35349 151 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 10.16 Phillips 66 Key Employee Deferred Compensation Plan-Title I .** 10-Q 10.18 08/03/2012 001-35349 10.17 Phillips 66 Key Employee Deferred Compensation Plan-Title II .** 10-Q 10.19 08/03/2012 001-35349 10.18 First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II .** 10-K 10.24 02/22/2013 001-35349 10.19 Phillips 66 Defined Contribution Make-Up Plan Title I .** 10-Q 10.20 08/03/2012 001-35349 10.20 Phillips 66 Defined Contribution Make-Up Plan Title II .** 10-K 10.26 02/22/2013 001-35349 10.21 First Amendment to the Phillips 66 Defined Contribution Make-Up Plan Title II .** 10-Q 10.1 04/30/2019 001-35349 10.22 Phillips 66 Key Employee Change in Control Severance Plan .** 10-K 10.27 02/22/2013 001-35349 10.23 First Amendment to Phillips 66 Key Employee Change in Control Severance Plan, Effective October 2, 2015 .** 8-K 10.1 11/08/2013 001-35349 10.24 Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements .** 10-Q 10.23 08/03/2012 001-35349 10.25 Form of Stock Option Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66 .** 10-K 10.31 02/21/2020 001-35349 10.26 Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66 .** 10-K 10.32 02/21/2020 001-35349 10.27 Form of Performance Share Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66 .** 10-K 10.33 02/21/2020 001-35349 21 * List of Subsidiaries of Phillips 66 . 22 * List of Guarantor Subsidiaries . 23 * Consent of Ernst & Young LLP, independent registered public accounting firm . 31.1 * Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 . 31.2 * Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 . 32 * Certifications pursuant to 18 U.S.C. Section 1350 . 152 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Schema Document. 101.CAL* Inline XBRL Calculation Linkbase Document. 101.LAB* Inline XBRL Labels Linkbase Document. 101.PRE* Inline XBRL Presentation Linkbase Document. 101.DEF* Inline XBRL Definition Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Management contracts and compensatory plans or arrangements. 153 Table of Contents Index to Financial Statements SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PHILLIPS 66 Date: February 18, 2022 /s/ Greg C. Garland Greg C. Garland Chairman of the Board of Directors and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, as of February 18, 2022, by the following persons on behalf of the registrant and in the capacities indicated. Signature Title /s/ Greg C. Garland Chairman of the Board of Directors Greg C. Garland and Chief Executive Officer (Principal executive officer) /s/ Kevin J. Mitchell Executive Vice President, Finance Kevin J. Mitchell and Chief Financial Officer (Principal financial officer) /s/ J. Scott Pruitt Vice President and Controller J. Scott Pruitt (Principal accounting officer) 154 Table of Contents Index to Financial Statements /s/ Gary K. Adams Director Gary K. Adams /s/ Julie L. Bushman Director Julie L. Bushman /s/ Denise R. Cade Director Denise R. Cade /s/ Lisa A. Davis Director Lisa A. Davis /s/ Charles M. Holley Director Charles M. Holley /s/ John E. Lowe Director John E. Lowe /s/ Denise L. Ramos Director Denise L. Ramos /s/ Douglas T. Terreson Director Douglas T. Terreson /s/ Glenn F. Tilton Director Glenn F. Tilton /s/ Marna C. Whittington Director Marna C. Whittington 155