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, 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. 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. 162 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. 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).* Item 11. EXECUTIVE COMPENSATION The information required by Item 11 of Part III is incorporated herein by reference from our 2023 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 2023 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 2023 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 2023 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 2023 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. 163 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 85, 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 165 to 171, are filed as part of this Annual Report on Form 10-K. Item 16. FORM 10-K SUMMARY None. 164 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 2.3 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 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 12/09/2022 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 5.875% Senior Notes due 2042 . 10-12B/A 4.4 04/05/2012 001-35349 4.4 Form of the terms of 4.650% Senior Notes due November 2034 . 8-K 4.2 11/17/2014 001-35349 4.5 Form of the terms of 4.875% Senior Notes due November 2044 . 8-K 4.2 11/17/2014 001-35349 4.6 Form of the terms of 3.900% Senior Notes due March 2028 . 8-K 4.3 03/01/2018 001-35349 4.7 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 4.8 Form of the terms of 3.850% Senior Notes due 2025 . 8-K 4.3 04/09/2020 001-35349 4.9 Form of the terms of 2.150% Senior Notes due 2030 . 8-K 4.3 06/10/2020 001-35349 4.10 Form of the terms of 0.900% Senior Notes due 2024 . 8-K 4.3 11/18/2020 001-35349 4.11 Form of the terms of 1.300% Senior Notes due 2026 . 8-K 4.4 11/18/2020 001-35349 4.12 Form of the terms of 3.300% Senior Notes due 2052 . 8-K 4.2 11/15/2021 001-35349 165 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 4.13 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 4.14 Form of the terms of the 2024 Notes, including the form of the 2024 Note . 8-K 4.2 05/05/2022 001-35349 4.15 Form of the terms of the 2025 Notes, including the form of the 2025 Note . 8-K 4.3 05/05/2022 001-35349 4.16 Form of the terms of the 2026 Notes, including the form of the 2026 Note . 8-K 4.4 05/05/2022 001-35349 4.17 Form of the terms of the 2028 Notes, including the form of the 2028 Note . 8-K 4.5 05/05/2022 001-35349 4.18 Form of the terms of the 2029 Notes, including the form of the 2029 Note . 8-K 4.6 05/05/2022 001-35349 4.19 Form of the terms of the 2045 Notes, including the form of the 2045 Note . 8-K 4.7 05/05/2022 001-35349 4.20 Form of the terms of the 2046 Notes, including the form of the 2046 Note . 8-K 4.8 05/05/2022 001-35349 4.21 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 4.22 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 4.23 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 4.24 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 4.25 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 166 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 4.26 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 4.27 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 4.28 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 4.29 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 4.30 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 4.31 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 4.32 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 4.33 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 4.34 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 4.35 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 167 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 4.36 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 4.37 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 4.38 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 4.39 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 4.40 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 4.41 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 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 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 168 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 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 20 22 Omnibus Stock and Performance Incentive Plan of Phillips 66 .** DEF14A App. A 03/31/2022 001-35349 10.13 Phillips 66 Key Employee Supplemental Retirement Plan .** 10-Q 10.15 08/03/2012 001-35349 10.14 First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan .** 10-K 10.18 02/22/2013 001-35349 10.15 Phillips 66 Amended and Restated Executive Severance Plan .** 10-Q 10.1 07/29/2016 001-35349 10.16 Phillips 66 Deferred Compensation Plan for Non-Employee Directors .** 10-Q 10.17 08/03/2012 001-35349 10.17 Phillips 66 Key Employee Deferred Compensation Plan-Title I .** 10-Q 10.18 08/03/2012 001-35349 10.18 Phillips 66 Key Employee Deferred Compensation Plan-Title II .** 10-Q 10.19 08/03/2012 001-35349 10.19 First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II .** 10-K 10.24 02/22/2013 001-35349 10.20 Phillips 66 Defined Contribution Make-Up Plan Title I .** 10-Q 10.20 08/03/2012 001-35349 10.21 Phillips 66 Defined Contribution Make-Up Plan Title II .** 10-K 10.26 02/22/2013 001-35349 10.22 First Amendment to the Phillips 66 Defined Contribution Make-Up Plan Title II .** 10-Q 10.1 04/30/2019 001-35349 10.23 Phillips 66 Key Employee Change in Control Severance Plan .** 10-K 10.27 02/22/2013 001-35349 10.24 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 169 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 10.25 Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements .** 10-Q 10.23 08/03/2012 001-35349 10.26 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 10.27 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 10.28 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 10.29 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 . 23.1 * Consent of Ernst & Young LLP, independent registered public accounting firm . 23.2 * Consent of Deloitte & Touche 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 . 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. 170 Table of Contents Index to Financial Statements Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Number Filing Date SEC File No. 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. 171 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 22, 2023 /s/ Mark E. Lashier Mark E. Lashier 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 /s/ Mark E. Lashier President and Chief Executive Officer and Director Mark E. Lashier (Principal executive officer) /s/ Kevin J. Mitchell Executive Vice President and Chief Financial Officer Kevin J. Mitchell (Principal financial officer) /s/ J. Scott Pruitt Vice President and Controller J. Scott Pruitt (Principal accounting officer) 172 Table of Contents Index to Financial Statements /s/ Greg C. Garland Executive Chairman of the Board of Directors Greg C. Garland /s/ Gary K. Adams Director Gary K. Adams /s/ Julie L. Bushman Director Julie L. Bushman /s/ Lisa A. Davis Director Lisa A. Davis /s/ Gregory J. Hayes Director Gregory J. Hayes /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/ Denise R. Singleton Director Denise R. Singleton /s/ Douglas T. Terreson Director Douglas T. Terreson /s/ Glenn F. Tilton Director Glenn F. Tilton /s/ Marna C. Whittington Director Marna C. Whittington 173