Item 2. Unregistered Sales of Equity Securities
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
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
January 1-31, 2023 2,318,765 $ 105.43 2,318,765 $ 5,730
February 1-28, 2023 2,440,300 103.12 2,440,300 5,478
March 1-31, 2023 3,115,136 99.80 3,115,136 5,167
Total 7,874,201 $ 102.48 7,874,201
* Includes repurchase of shares of common stock from company employees in connection with the company’s broad-based employee incentive plans, when applicable.
** Average price paid per share includes excise tax.
*** 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.
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Item 6. EXHIBITS
Incorporated by Reference
Exhibit
Number Exhibit Description Form Exhibit Number Filing Date SEC File No.
4.1
Form of the terms of the 2027 Notes, including the form of the 2027 Note.
8-K 4.2 03/29/2023 001-35349
4.2
Form of the terms of the 2033 Notes, including the form of the 2033 Note .
8-K 4.3 03/29/2023 001-35349
10.1
Credit Agreement dated as of March 27, 2023, among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent.
8-K 10.1 03/29/2023 001-35349
10.2 *
Form of Stock Option Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66. **
10.3 *
Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66. **
10.4*
Form of Performance Share Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66. **
10.5*
Letter Agreement with Vanessa L. Allen Sutherland, dated October 9, 2021. **
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 .
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: May 4, 2023
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