What changed in this filing

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Item 3. Legal Proceedings

2023-02-22 compared with 2022-02-18 · 35 added, 22 removed, 38 unchanged (60% of the section changed)

LEGAL PROCEEDINGS

Item 103 of Regulation S-K promulgated by the U.S.

Securities and Exchange Commission (SEC) requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will be in excess of $300,000.

From time to time, we may be involved in litigation and claims arising out of our operations in the normal course of business.

Additionally, we have elected a $300,000 threshold to disclose certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party to the proceedings.

The following matters are disclosed in accordance with that requirement.

We do not currently believe that the eventual outcome of any matters reported, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Further, our U.S.

refineries are implementing two separate consent decrees, regarding alleged violations of the Federal Clean Air Act, with the EPA, five states and one local air pollution agency.

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If a specific request for stipulated penalties meeting the reporting threshold set forth in SEC rules is made pursuant to these decrees based on a given reported exceedance, we will separately report that matter and the amount of the proposed penalty.

There are no new matters to report.

The EPA and U.S.

Department of Justice (DOJ) notified Phillips 66 that the government will seek penalties for alleged violations of the 2019 consent decree (Civil Action No.

3:18-cv-01484-SMY-GCS) at our Wood River Refinery.

We expect that penalties paid for the enforcement action will exceed $300,000.

We are working with EPA and DOJ to resolve this matter.

Matters Previously Reported (unresolved or resolved since the quarterly report on Form 10-Q for the quarterly period ended September 30, 2022)

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We are working with SCAQMD to resolve these NOVs.

In 2018, the Colorado Department of Public Health and Environment (CDPHE) issued a Compliance Advisory in relation to an improperly permitted facility flare and related air emissions from flare operations at one of DCP LP’s gas processing plants, which DCP LP self-disclosed to CDPHE in December 2017.

Following information exchanges and discussions with CDPHE, a resolution was proposed pursuant to which the plant’s air permit would be revised, and DCP LP would be assessed an administrative penalty and economic benefit payment.

A revised air permit was issued in May 2019, but the parties had not yet entered into a final settlement agreement to complete the matter.

Subsequently, in July 2020, CDPHE issued a Notice of Violation in relation to amine treater emissions at this plant, which DCP LP self-disclosed to CDPHE in April 2020.

DCP LP is engaging with CDPHE as to this and the flare-related matter, including possible settlement terms, although these matters, which have since been combined, may result in formal legal proceedings.

It is possible that resolution of this matter may include an administrative penalty and economic benefit payment, further revisions to the facility air permit, or installation of emissions management equipment, or a combination of these, that could result in costs that exceed $1 million.

See Note 16—Contingencies and Commitments, in the Notes to Consolidated Financial Statements, for additional information.

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Name Position Held Age*

Garland Chairman and Chief Executive Officer 64

Lashier President and Chief Operating Officer 60

Herman Executive Vice President, Refining 62

Lashier President and Chief Executive Officer 61

Zhanna Golodryga Executive Vice President, Emerging Energy and Sustainability 67

Mandell Executive Vice President, Marketing and Commercial 59

Mitchell Executive Vice President, Finance and Chief Financial Officer 55

Roberts Executive Vice President, Midstream 60

Allen Sutherland Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary 50

Mitchell Executive Vice President and Chief Financial Officer 56

Roberts Executive Vice President, Midstream and Chemicals 61

Allen Sutherland Executive Vice President, Government Affairs, General Counsel and Corporate Secretary 51

Harbison Senior Vice President, Refining 57

Scott Pruitt Vice President and Controller 58

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Set forth below is information about the executive officers identified above.

Garland has been the Chairman and Chief Executive Officer of Phillips 66 since April 2012.

Previously, Mr.

Garland served as ConocoPhillips’ Senior Vice President, Exploration and Production—Americas from October 2010 to April 2012, and as President and Chief Executive Officer of CPChem from 2008 to 2010.

Lashier is President and Chief Operating Officer of Phillips 66, a position he has held since April 2021.

Previously, Mr.

Lashier served as President and Chief Executive Officer of Chevron Phillips Chemical Company LLC from August 2017 to April 2021 after serving as Executive Vice President—Commercial since August 2015.

Herman is Executive Vice President, Refining of Phillips 66, a position he has held since September 2017.

Lashier is President and Chief Executive Officer of Phillips 66, a position he has held since July 2022.

Previously, Mr.

Herman served as Executive Vice President, Midstream from June 2014 to September 2017.

Lashier served as President and Chief Operating Officer of Phillips 66 from April 2021 to July 2022;

President and Chief Executive Officer of CPChem from August 2017 to April 2021;

and as Executive Vice President, Commercial of CPChem from August 2015 to August 2017.

Zhanna Golodryga is Executive Vice President, Emerging Energy and Sustainability of Phillips 66, a position she has held since October 2022.

Previously, Ms.

Golodryga served as Senior Vice President, Chief Digital and Administrative Officer from April 2017 to October 2022.

Mandell is Executive Vice President, Marketing and Commercial of Phillips 66, a position he has held since March 2019.

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and President, Global Marketing from March 2015 to November 2016.

Mitchell is Executive Vice President, Finance and Chief Financial Officer of Phillips 66, a position he has held since January 2016.

Mitchell is Executive Vice President and Chief Financial Officer of Phillips 66, a position he has held since January 2016.

Previously, Mr.

Mitchell served as Vice President, Investor Relations from September 2014 to January 2016.

Roberts is Executive Vice President, Midstream of Phillips 66, a position he has held since August 2018.

Roberts is Executive Vice President, Midstream and Chemicals of Phillips 66, a position he has held since August 2018.

Previously, Mr.

Roberts served as Executive Vice President, Marketing and Commercial from January 2017 to August 2018 and as Executive Vice President Strategy and Business Development from April 2016 to January 2017.

Allen Sutherland is Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary of Phillips 66, a position she has held since January 2022.

Sutherland previously served as Executive Vice President and Chief Legal Officer of Norfolk Southern Corporation from April 2020 to December 2021, Senior Vice President Government Relations and Chief Legal Officer from August 2019 to April 2020, Senior Vice President Law and Chief Legal Officer from April 2019 to August 2019, and Vice President Law from June 2018 to April 2019.

Allen Sutherland is Executive Vice President, Government Affairs, General Counsel and Corporate Secretary of Phillips 66, a position she has held since January 2022.

Sutherland previously served as Executive Vice President and Chief Legal Officer of Norfolk Southern Corporation from April 2020 to January 2022, Senior Vice President Government Relations and Chief Legal Officer from August 2019 to April 2020, Senior Vice President Law and Chief Legal Officer from April 2019 to August 2019, and Vice President Law from June 2018 to April 2019.

Prior to joining Norfolk Southern Corporation, Ms.

Sutherland served as Chairman of the U.S.

Sutherland served as Chairperson of the U.S.

Chemical Safety and Hazard Investigation Board from August 2015 to June 2018.

Harbison is Senior Vice President, Refining of Phillips 66, a position he has held since June 2022.

Harbison previously served as Vice President, San Francisco Refinery from March 2021 to May 2022, General Manager, San Francisco Refinery from June 2020 to February 2021, Manager, Lake Charles Manufacturing Complex from February 2016 to May 2020 and Manager of the Ferndale Refinery from August 2014 to January 2016.

Index to Financial Statements

Scott Pruitt is Vice President and Controller of Phillips 66, a position he has held since August 2021.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings