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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
4.1*Description of Phillips 66’s Securities.
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% 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.
10.1Amended and Restated Credit Agreement dated as of July 30, 2019, among Phillips 66, Phillips 66 Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.8-K10.108/01/2019001-35349
10.2Third 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
10.3First 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
10.4Second 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
10.5Second 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
10.6First 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

Index to Financial Statements

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling DateSEC File No.
10.7Second 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
10.8Third 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
10.9Fourth 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
10.10Fifth 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
10.11Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.105/01/2012001-35349
10.12Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.205/01/2012001-35349
10.13Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.305/01/2012001-35349
10.14Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.405/01/2012001-35349
10.15Amendment to the Employee Matters Agreement by and between ConocoPhillips and Phillips 66, dated April 26, 2012.10-Q10.105/02/2013001-35349
10.16Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.8-K10.505/01/2012001-35349
10.172013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**DEF14AApp. A03/27/2013001-35349
10.18Phillips 66 Key Employee Supplemental Retirement Plan.**10-Q10.1508/03/2012001-35349
10.19First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan.**10-K10.1802/22/2013001-35349

Index to Financial Statements

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling DateSEC File No.
10.20Phillips 66 Amended and Restated Executive Severance Plan.**10-Q10.107/29/2016001-35349
10.21Phillips 66 Deferred Compensation Plan for Non-Employee Directors.**10-Q10.1708/03/2012001-35349
10.22Phillips 66 Key Employee Deferred Compensation Plan-Title I.**10-Q10.1808/03/2012001-35349
10.23Phillips 66 Key Employee Deferred Compensation Plan-Title II.**10-Q10.1908/03/2012001-35349
10.24First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II.**10-K10.2402/22/2013001-35349
10.25Phillips 66 Defined Contribution Make-Up Plan Title I.**10-Q10.2008/03/2012001-35349
10.26Phillips 66 Defined Contribution Make-Up Plan Title II.**10-K10.2602/22/2013001-35349
10.27First Amendment to the Phillips 66 Defined Contribution Make-Up Plan Title II. **10-Q10.104/30/2019001-35349
10.28Phillips 66 Key Employee Change in Control Severance Plan.**10-K10.2702/22/2013001-35349
10.29First Amendment to Phillips 66 Key Employee Change in Control Severance Plan, Effective October 2, 2015.**8-K10.111/08/2013001-35349
10.30Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements.**10-Q10.2308/03/2012001-35349
10.31*Form of Stock Option Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
10.32*Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
10.33*Form of Performance Share Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66.**
21*List of Subsidiaries of Phillips 66.
23.1*Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2*Consent of Ernst & Young LLP, independent auditors for Chevron Phillips Chemical Company LLC.
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.

Index to Financial Statements

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling DateSEC File No.
99.1*The financial statements of Chevron Phillips Chemical Company LLC, pursuant to Rule 3-09 of Regulation S-X.
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.*

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 21, 2020/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 21, 2020, 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/ Charles M. HolleyDirector
Charles M. Holley
/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