PSX 10-K Annual Report Dec. 31, 2023 | Alphaminr
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PSX 10-K Fiscal year ended Dec. 31, 2023

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PHILLIPS 66
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Summary Of Significant Accounting PoliciesNote 2 Changes in Accounting PrinciplesNote 3 Dcp Midstream, Llc and Dcp Midstream, Lp MergersNote 4 Business CombinationsNote 5 Sales and Other Operating RevenuesNote 6 Credit LossesNote 7 InventoriesNote 8 Investments, Loans and Long-term ReceivablesNote 9 Properties, Plants and EquipmentNote 10 Goodwill and IntangiblesNote 11 ImpairmentsNote 12 Asset Retirement Obligations and Accrued Environmental CostsNote 13 Earnings Per ShareNote 14 DebtNote 15 GuaranteesNote 16 Contingencies and CommitmentsNote 17 Derivatives and Financial InstrumentsNote 18 Fair Value MeasurementsNote 19 EquityNote 30 Phillips 66 Partners Lp, For Further Information on The Merger with Phillips 66 PartnersNote 20 LeasesNote 21 Pension and Postretirement PlansNote 22 Share-based Compensation PlansNote 23 Income TaxesNote 24 Accumulated Other Comprehensive LossNote 25 Cash Flow InformationNote 26 Other Financial InformationNote 27 Related Party TransactionsNote 28 Segment Disclosures and Related InformationNote 29 Dcp Midstream Class A SegmentNote 30 Phillips 66 Partners LpNote 31 RestructuringNote 32 New Accounting StandardsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 66s 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 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 Form of the terms of the 2027 Notes, including the form of the 2027 Note. 8-K 4.2 03/29/2023 001-35349 4.22 Form of the terms of the 2033 Notes, including the form of the 2033 Note. 8-K 4.3 03/29/2023 001-35349 4.23 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 4.24 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 4.25 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 4.26 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 4.27 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 4.28 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 4.29 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 4.30 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 4.31 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 4.32 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 4.34 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 4.35 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 4.36 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 4.37 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 4.38 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 4.39 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 4.40 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 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 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 10.3 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 10.4 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 10.5 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 10.6 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 10.7 Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. 8-K 10.1 05/01/2012 001-35349 10.8 Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. 8-K 10.2 05/01/2012 001-35349 10.9 Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. 8-K 10.4 05/01/2012 001-35349 10.10 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 10.11 Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. 8-K 10.5 05/01/2012 001-35349 10.14 Phillips 66 Key Employee Supplemental Retirement Plan.** 10-Q 10.15 08/03/2012 001-35349 10.15 First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan.** 10-K 10.18 02/22/2013 001-35349 10.16 Phillips 66 Amended and Restated Executive Severance Plan.** 10-Q 10.1 07/29/2016 001-35349 10.17 Phillips 66 Deferred Compensation Plan for Non-Employee Directors.** 10-Q 10.17 08/03/2012 001-35349 10.18 Phillips 66 Key Employee Deferred Compensation Plan-Title I.** 10-Q 10.18 08/03/2012 001-35349 10.19 Phillips 66 Key Employee Deferred Compensation Plan-Title II.** 10-Q 10.19 08/03/2012 001-35349 10.20 First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II.** 10-K 10.24 02/22/2013 001-35349 10.21 Phillips 66 Defined Contribution Make-Up Plan Title I.** 10-Q 10.20 08/03/2012 001-35349 10.22 Phillips 66 Defined Contribution Make-Up Plan Title II.** 10-K 10.26 02/22/2013 001-35349 10.23 First Amendment to the Phillips 66 Defined Contribution Make-Up Plan Title II.** 10-Q 10.1 04/30/2019 001-35349 10.24 Phillips 66 Key Employee Change in Control Severance Plan.** 10-K 10.27 02/22/2013 001-35349 10.25 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 10.26 Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements.** 10-Q 10.23 08/03/2012 001-35349 10.27 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 10.28 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 10.29 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 10.30 FormofStock Option Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.** 10-Q 10.2 05/04/2023 001-35349 10.31 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 10.32 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 10.33 Letter Agreement with Vanessa L. Allen Sutherland, dated October 9, 2021.** 10-Q 10.5 05/04/2023 001-35349 10.34 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 10.35* Phillips 66 Key Employee Supplemental Retirement Plan Amendment and Restatement.** 10.36* Phillips 66 Defined Contribution Make-Up Plan (Title II) Amendment and Restatement.** 10.37* Second Amendment to thePhillips 66 Key Employee Deferred Compensation Plan Title II.** 10.38* TheDCPExecutive Nonqualified Excess Plan Plan Document.** 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. 97* Phillips 66 Clawback Policy.