Phillips 66 10-Q

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 purchasing shares under our share repurchase program in the second quarter of 2022. On November 7, 2022, our Board of Directors approved a $5 billion increase to our share repurchase program. 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 July 1-31, 2022 433,240 $ 83.30 433,240 $ 2,413 August 1-31, 2022 1,841,374 91.36 1,841,374 2,245 September 1-30, 2022 6,291,210 82.74 6,291,210 1,724 Total 8,565,824 $ 84.62 8,565,824 * 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 $20 billion of repurchases of our outstanding common stock. Repurchases pursuant to the current authorizations do 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. 72 Table of Content s Item 6. EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 4.1 Indenture dated as of September 30, 2010 for the issuance of debt securities between DCP Midstream Operating, LP, as issuer, any Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee . 8-K 4.1 09/30/2010 001-32678 4.2 Third Supplemental Indenture dated as of June 14, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee . 8-K 4.1 06/14/2012 001-32678 4.3 Fifth Supplemental Indenture dated as of March 14, 2013 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as truste e . 8-K 4.3 03/14/2013 001-32678 4.4 Sixth Supplemental Indenture dated as of March 13, 2014 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee . 8-K 4.3 03/14/2014 001-32678 4.5 Seventh Supplemental Indenture dated as of July 17, 2018 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee . 8-K 4.3 07/17/2018 001-32678 4.6 Eighth Supplemental Indenture dated as of May 10, 2019 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee . 8-K 4.3 05/10/2019 001-32678 4.7 Ninth Supplemental Indenture dated as of June 24, 2020 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee . 8-K 4.3 06/24/2020 001-32678 4.8 Tenth Supplemental Indenture dated as of November 19, 2021 to Indenture dated as of September 20, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee . 8-K 4.3 11/19/2021 001-32678 4.9 Indenture, dated as of August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank . 8-K 4.1 01/06/2017 001-32678 4.10 First Supplemental Indenture, dated August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank . 8-K 4.1 08/16/2000 000-31095 4.11 Fifth Supplemental Indenture, dated as of October 27, 2006, by and between Duke Energy Field Services, LLC and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) . 8-K 4.3 01/06/2017 001-32678 73 Table of Content s Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 4.12 Sixth Supplemental Indenture, dated September 17, 2007, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) . 8-K 4.4 01/06/2017 001-32678 4.13 Eleventh Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) . 8-K 4.8 01/06/2017 001-32678 4.14 Twelfth Supplemental Indenture, dated January 1, 2017, by and among DCP Midstream Operating, LP (as successor to DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC)), DCP Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank) . 8-K 4.9 01/06/2017 001-32678 4.15 Indenture, dated as of May 21, 2013, by and between DCP Midstream Operating, LP (as issuer and successor to DCP Midstream, LLC) and the Bank of New York Mellon Trust Company, N.A. 8-K 4.10 01/06/2017 001-32678 4.16 First Supplemental Indenture, dated May 21, 2013, by and between DCP Midstream, LLC and the Bank of New York Mellon Trust Company, N.A. 8-K 4.11 01/06/2017 001-32678 4.17 Second Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A. 8-K 4.12 01/06/2017 001-32678 4.18 Form of Unit Certificate for 7.375% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units . 8-K 4.1 11/20/2017 001-32678 4.19 Form of Unit Certificate for 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units . 8-K 4.1 05/11/2018 001-32678 4.20 Form of Unit Certificate for 7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units . 8-K 4.1 10/04/2018 001-32678 10.1 Fifth Amendment to Receivables Financing Agreement, dated July 29, 2022, among DCP Receivables LLC, as borrower, DCP Midstream, LP, as initial servicer, the lenders, LC participants and group agents that are parties thereto from time to time, PNC Bank, National Association, as Administrative Agent and LC Bank, and PNC Capital Markets LLC, as Structuring Agent . 10-Q 10.1 11/03/2022 001-32678 21* List of Subsidiaries of Phillips 66. 22 * List of Guarantor Subsidiaries . 74 Table of Content s Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 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 . 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. 75 Table of Content s 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: November 8, 2022 76