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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-18 · 110 added, 24 removed, 164 unchanged (45% of the section changed)

1 unchanged sentence

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.

As of December 31, 2022, with the participation of management, our President and Chief Executive Officer and our Executive Vice President 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 President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, 2022.

On August 17, 2022, the company and a co-venturer completed the merger of DCP Midstream, LLC and Gray Oak Holdings LLC.

As a result of the merger and the governance rights delegated to the company over DCP Midstream, LLC’s Class A Segment, the company began consolidating the financial results of DCP Midstream, LLC’s Class A Segment, DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC.

The company has accounted for the consolidation of these entities as a business combination.

Accordingly, the acquired assets and assumed liabilities of these entities are included in our consolidated balance sheet as of December 31, 2022, and the results of operations and cash flows of these entities are reported in our consolidated statements of operations and cash flows from August 18, 2022 through December 31, 2022.

We are currently in the process of integrating DCP Midstream, LLC Class A Segment, DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC into our operations and internal control processes.

Management’s assessment and conclusions on the effectiveness of our disclosure controls and procedures as of December 31, 2022, excludes an assessment of the internal control over financial reporting of these entities as permitted by the Securities and Exchange Commission for acquisitions completed during the reporting year.

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, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

9 unchanged sentences

Information regarding our executive officers appears in Part I of this report.

We have adopted a Code of Ethics for the Principal Executive Officer and Senior Financial Officers (the “Code of Ethics”) that applies to our Principal Executive Officer, Chief Financial Officer and Controller.

The Code of Ethics is posted on our website located at http://www.phillips66.com and is available in print upon request.

We intend to disclose future amendments to certain provisions of the Code of Ethics, and waivers of the Code of Ethics, on our website.

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 10, 2023, which will be filed within 120 days after December 31, 2022 (2023 Definitive Proxy Statement).*

26 unchanged sentences

8-K 2.1 10/27/2021 001-35349

Agreement and Plan of Merger, dated January 5, 2023, by and among Phillips 66, Phillips 66 Project Development Inc., Dynamo Merger Sub LLC, DCP Midstream, LP, DCP Midstream GP, LP and DCP Midstream GP, LLC .

8-K 2.1 01/06/2023 001-35349

Amended and Restated Certificate of Incorporation of Phillips 66 .

8 unchanged sentences

10-12B/A 4.4 04/05/2012 001-35349

Form of the terms of 5.875% Senior Notes due 2042 .

10-12B/A 4.4 04/05/2012 001-35349

Form of the terms of 4.650% Senior Notes due November 2034 .

17 unchanged sentences

8-K 4.2 11/15/2021 001-35349

Form of the terms of 3.300% Senior Notes due 2052 .

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

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

Form of the terms of the 2024 Notes, including the form of the 2024 Note .

8-K 4.2 05/05/2022 001-35349

Form of the terms of the 2025 Notes, including the form of the 2025 Note .

8-K 4.3 05/05/2022 001-35349

Form of the terms of the 2026 Notes, including the form of the 2026 Note .

8-K 4.4 05/05/2022 001-35349

Form of the terms of the 2028 Notes, including the form of the 2028 Note .

8-K 4.5 05/05/2022 001-35349

Form of the terms of the 2029 Notes, including the form of the 2029 Note .

8-K 4.6 05/05/2022 001-35349

Form of the terms of the 2045 Notes, including the form of the 2045 Note .

8-K 4.7 05/05/2022 001-35349

Form of the terms of the 2046 Notes, including the form of the 2046 Note .

8-K 4.8 05/05/2022 001-35349

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

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

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

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 trustee .

8-K 4.3 03/14/2013 001-32678

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

Index to Financial Statements

2 unchanged sentences

Number Filing

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 .

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

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

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

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

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

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

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

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

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

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

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

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

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

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

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

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

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

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

Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of May 1, 2012 .

8 unchanged sentences

8-K 10.1 05/01/2012 001-35349

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 .

8 unchanged sentences

A 03/27/2013 001-35349

20 22 Omnibus Stock and Performance Incentive Plan of Phillips 66 .**

A 03/31/2022 001-35349

Phillips 66 Key Employee Supplemental Retirement Plan .**

6 unchanged sentences

10-Q 10.17 08/03/2012 001-35349

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

Phillips 66 Key Employee Deferred Compensation Plan-Title I .**

14 unchanged sentences

8-K 10.1 11/08/2013 001-35349

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements .**

6 unchanged sentences

10-K 10.33 02/21/2020 001-35349

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

List of Subsidiaries of Phillips 66 .

1 unchanged sentence

Consent of Ernst & Young LLP, independent registered public accounting firm .

Consent of Deloitte & Touche LLP, independent registered public accounting firm .

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 .

2 unchanged sentences

Section 1350 .

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

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.

3 unchanged sentences

101.PRE* Inline XBRL Presentation Linkbase Document.

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

101.DEF* Inline XBRL Definition Linkbase Document.

4 unchanged sentences

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.

February 18, 2022 /s/ Greg C.

Chairman of the Board of Directors

and Chief Executive Officer

February 22, 2023 /s/ Mark E.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, as of February 22, 2023, by the following persons on behalf of the registrant and in the capacities indicated.

Signature Title

Garland Chairman of the Board of Directors

Garland and Chief Executive Officer

(Principal executive officer)

Executive Vice President, Finance

and Chief Financial Officer

Lashier President and Chief Executive Officer and Director

Lashier (Principal executive officer)

Executive Vice President and Chief Financial Officer

(Principal financial officer)

2 unchanged sentences

Index to Financial Statements

Garland Executive Chairman of the Board of Directors

Adams Director

Bushman Director

/s/ Denise R.

Cade Director

Davis Director

/s/ Gregory J.

Hayes Director

/s/ Charles M.

3 unchanged sentences

Ramos Director

/s/ Denise R.

Singleton Director

/s/ Douglas T.

3 unchanged sentences

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 9A. Controls and Procedures