Item 2. Unregistered Sales of Equity Securities
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
In March 2020, we announced that we had temporarily suspended our share repurchases. We resumed our share repurchase program in the second quarter of 2022. Any future share repurchases will be made at the discretion of management and will depend on various factors including our share price, results of operations, financial condition and cash required for future business plans.
Millions of Dollars
Period Total Number of Shares Purchased* Average Price Paid per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs** Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs
April 1-30, 2022 — $ — — $ 2,514
May 1-31, 2022 335,487 93.56 335,487 2,483
June 1-30, 2022 364,658 93.94 364,658 2,449
Total 700,145 $ 93.76 700,145
* Includes repurchase of shares of common stock from company employees in connection with the company’s broad-based employee incentive plans, when applicable.
** Since July 2012, our Board of Directors has authorized an aggregate of $15 billion of repurchases of our outstanding common stock. The current $3 billion authorization announced on October 4, 2019, does not have an expiration date. The share repurchases are expected to be funded primarily through available cash. We are not obligated to repurchase any shares of common stock pursuant to these authorizations and may commence, suspend or terminate repurchases at any time. Shares of stock repurchased are held as treasury shares.
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Item 6. EXHIBITS
Incorporated by Reference
Exhibit
Number Exhibit Description Form Exhibit Number Filing Date SEC File No.
4.1
Indenture, dated as of May 5, 2022, among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, in respect of senior debt securities of Phillips 66 Company .
8-K 4.1 05/05/2022 001-35349
4.2
Form of the terms of the 2024 Notes, including the form of the 2024 Note .
8-K 4.2 05/05/2022 001-35349
4.3
Form of the terms of the 2025 Notes, including the form of the 2025 Not e.
8-K 4.3 05/05/2022 001-35349
4.4
Form of the terms of the 2026 Notes, including the form of the 2026 Note .
8-K 4.4 05/05/2022 001-35349
4.5
Form of the terms of the 2028 Notes, including the form of the 2028 Note .
8-K 4.5 05/05/2022 001-35349
4.6
Form of the terms of the 2029 Notes, including the form of the 2029 Note .
8-K 4.6 05/05/2022 001-35349
4.7
Form of the terms of the 2045 Notes, including the form of the 2045 Note .
8-K 4.7 05/05/2022 001-35349
4.8
Form of the terms of the 2046 Notes, including the form of the 2046 Note .
8-K 4.8 05/05/2022 001-35349
4.9
Registration Rights Agreement, dated as of May 5, 2022, among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as dealer managers .
8-K 4.9 05/05/2022 001-35349
10.1
Credit Agreement dated as of June 23, 2022, among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent .
8-K 10.1 06/24/2022 001-35349
10.2**
2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.
DEF 14A App. A 03/31/2022 001-35349
22 *
List of Guarantor Subsidiaries .
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 .
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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.
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SIGNATURES
Pursuant to the requirements 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
/s/ J. Scott Pruitt
J. Scott Pruitt
Vice President and Controller
(Chief Accounting and Duly Authorized Officer)
Date: July 29, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.