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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 43 added, 33 removed, 241 unchanged (24% of the section changed)

3 unchanged sentences

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, 2023.

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, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4 unchanged sentences

OTHER INFORMATION

During the quarter ended December 31, 2023, no director or Section 16 officer adopted , modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

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).*

The Code of Ethics is posted on our website located at http://www.phillips66.com (within the Corporate Governance section) and is available in print upon request.

We intend to disclose future amendments to the Code of Ethics, and any 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 Definitive Proxy Statement relating to our 2024 Annual Meeting of Stockholders to be held on May 15, 2024, which will be filed within 120 days after December 31, 2023 (2024 Definitive Proxy Statement).*

EXECUTIVE COMPENSATION

77 unchanged sentences

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

Form of the terms of the 2027 Notes, including the form of the 2027 Note.

8-K 4.2 03/29/2023 001-35349

Form of the terms of the 2033 Notes, including the form of the 2033 Note.

8-K 4.3 03/29/2023 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.

5 unchanged sentences

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

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

8-K 4.3 03/14/2014 001-32678

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 .

14 unchanged sentences

8-K 4.4 01/06/2017 001-32678

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

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.

4 unchanged sentences

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 .

4 unchanged sentences

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

Term Loan 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

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

6 unchanged sentences

10-Q 10.1 04/30/2021 001-35349

Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 .

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

Index to Financial Statements

2 unchanged sentences

Number Filing

Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 .

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

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

30 unchanged sentences

10-Q 10.1 04/30/2019 001-35349

Phillips 66 Key Employee Change in Control Severance Plan .**

10-K 10.27 02/22/2013 001-35349

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

Index to Financial Statements

2 unchanged sentences

Number Filing

Phillips 66 Key Employee Change in Control Severance Plan .

10-K 10.27 02/22/2013 001-35349

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

Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements .

6 unchanged sentences

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

Form of Stock Option Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.

10-Q 10.2 05/04/2023 001-35349

Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66 .

10-Q 10.3 05/04/2023 001-35349

Form of Performance Share Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.

10-Q 10.4 05/04/2023 001-35349

Letter Agreement with Vanessa L.

Allen Sutherland, dated October 9, 2021.

10-Q 10.5 05/04/2023 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

Phillips 66 Key Employee Supplemental Retirement Plan Amendment and Restatement.

Phillips 66 Defined Contribution Make-Up Plan (Title II) Amendment and Restatement.

Second Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II.

The DCP Executive Nonqualified Excess Plan Plan Document.

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

List of Subsidiaries of Phillips 66 .

6 unchanged sentences

Section 1350 .

Phillips 66 Clawback Policy.

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.

2 unchanged sentences

** Management contracts and compensatory plans or arrangements.

*** Furnished herewith.

Index to Financial Statements

29 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