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Item 16. FORM 10-K SUMMARY

22K characters. Original on sec.gov ·

Item 16. FORM 10-K SUMMARY

None.

Index to Financial Statements

PHILLIPS 66

INDEX TO EXHIBITS

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling DateSEC File No.
2.1Separation and Distribution Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K2.105/01/2012001-35349
3.1Amended and Restated Certificate of Incorporation of Phillips 66.8-K3.105/01/2012001-35349
3.2Amended and Restated By-Laws of Phillips 66.8-K3.102/09/2017001-35349
4.1Indenture, 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 66.104.304/05/2012001-35349
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the company and its subsidiaries because the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the company and its subsidiaries on a consolidated basis. The company agrees to furnish a copy of such agreements to the Commission upon request.
10.1Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein, dated as of February 22, 2012.104.103/01/2012001-35349
10.2First Amendment to Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., and lenders named therein, dated as of June 10, 2013.10-Q10.105/01/2014001-35349
10.3Second Amendment to Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., and lenders named therein, dated as of December 10, 2014.10-K10.302/20/2015001-35349
10.4Third Amendment to Credit Agreement among Phillips 66, Phillips 66 Company, JPMorgan Chase Bank, N.A., and lenders named therein, dated as of October 3, 2016.10-K10.402/17/2017001-35349
10.5Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of May 1, 2012.10-Q10.1408/03/2012001-35349
10.6First Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of December 31, 2017.10-K10.602/23/2018001-35349
10.7Second Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of June 1, 2018.10-Q10.107/27/2018001-35349

Index to Financial Statements

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling DateSEC File No.
10.8Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC, dated July 5, 2005, by and between ConocoPhillips Gas Company and Duke Energy Enterprises Corporation.1010.1203/01/2012001-35349
10.9First Amendment to Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC, dated August 11, 2006, by and between ConocoPhillips Gas Company and Duke Energy Enterprises Corporation.1010.1303/01/2012001-35349
10.10Second Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated February 1, 2007, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp.1010.1403/01/2012001-35349
10.11Third Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated April 30, 2009, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp.1010.1503/01/2012001-35349
10.12Fourth Amendment to Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC), dated November 9, 2010, by and between ConocoPhillips Gas Company, Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding Corp.1010.1603/01/2012001-35349
10.13Fifth Amendment to July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC) dated September 9, 2014, by and between Phillips Gas Company (formerly ConocoPhillips Gas Company), Spectra Energy DEFS Holding, LLC, and Spectra Energy DEFS Holding II, LLC.10-Q10.110/30/2014001-35349
10.14Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.105/01/2012001-35349
10.15Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.205/01/2012001-35349
10.16Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.305/01/2012001-35349
10.17Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.405/01/2012001-35349
10.18Amendment to the Employee Matters Agreement by and between ConocoPhillips and Phillips 66, dated April 26, 2012.10-Q10.105/02/2013001-35349
10.19Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.505/01/2012001-35349

Index to Financial Statements

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling DateSEC File No.
10.202013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**DEF14AApp. A03/27/2013001-35349
10.21Phillips 66 Key Employee Supplemental Retirement Plan.**10-Q10.1508/03/2012001-35349
10.22First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan.**10-K10.1802/22/2013001-35349
10.23Phillips 66 Amended and Restated Executive Severance Plan.**10-Q10.107/29/2016001-35349
10.24Phillips 66 Deferred Compensation Plan for Non-Employee Directors.**10-Q10.1708/03/2012001-35349
10.25Phillips 66 Key Employee Deferred Compensation Plan-Title I.**10-Q10.1808/03/2012001-35349
10.26Phillips 66 Key Employee Deferred Compensation Plan-Title II.**10-Q10.1908/03/2012001-35349
10.27First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II.**10-K10.2402/22/2013001-35349
10.28Phillips 66 Defined Contribution Make-Up Plan Title I.**10-Q10.2008/03/2012001-35349
10.29Phillips 66 Defined Contribution Make-Up Plan Title II.**10-K10.2602/22/2013001-35349
10.30Phillips 66 Key Employee Change in Control Severance Plan.**10-K10.2702/22/2013001-35349
10.31First Amendment to Phillips 66 Key Employee Change in Control Severance Plan, Effective October 2, 2015.**8-K10.111/08/2013001-35349
10.32Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements.**10-Q10.2308/03/2012001-35349
10.33*Form of Stock Option Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
10.34*Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
10.35*Form of Performance Share Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
10.36Stock Purchase and Sale Agreement between Phillips 66, Berkshire Hathaway Inc., and National Indemnity Company, dated February 13, 2018.8-K10.102/14/2018001-35349
21*List of Subsidiaries of Phillips 66.
23.1*Consent of Ernst & Young 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.

Index to Financial Statements

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling DateSEC File No.
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*XBRL Instance Document.
101.SCH*XBRL Schema Document.
101.CAL*XBRL Calculation Linkbase Document.
101.LAB*XBRL Labels Linkbase Document.
101.PRE*XBRL Presentation Linkbase Document.
101.DEF*XBRL Definition Linkbase Document.
  • Filed herewith.

** Management contracts and compensatory plans or arrangements.

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, 2019/s/ Greg C. Garland
Greg C. Garland Chairman of the Board of Directors 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, 2019, by the following persons on behalf of the registrant, and in the capacities indicated.

SignatureTitle
/s/ Greg C. GarlandChairman of the Board of Directors
Greg C. Garlandand Chief Executive Officer
(Principal executive officer)
/s/ Kevin J. MitchellExecutive Vice President, Finance
Kevin J. Mitchelland Chief Financial Officer
(Principal financial officer)
/s/ Chukwuemeka A. OyoluVice President and Controller
Chukwuemeka A. Oyolu(Principal accounting officer)

Index to Financial Statements

/s/ Gary K. AdamsDirector
Gary K. Adams
/s/ J. Brian FergusonDirector
J. Brian Ferguson
/s/ John E. LoweDirector
John E. Lowe
/s/ Harold W. McGraw IIIDirector
Harold W. McGraw III
/s/ Denise L. RamosDirector
Denise L. Ramos
/s/ Glenn F. TiltonDirector
Glenn F. Tilton
/s/ Victoria J. TschinkelDirector
Victoria J. Tschinkel
/s/ Marna C. WhittingtonDirector
Marna C. Whittington

Previous: Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES