Phillips 66 (PSX) 10-K risk factor changes: FY2021 vs FY2020

The Coronavirus Disease 2019 (COVID-19) pandemic [removed: has] resulted in a significant decrease in demand for many of our [removed: products, which] [added: products and] has had and [removed: is expected to] [added: could] continue to have [removed: an adverse, and potentially materially adverse,] [added: a material adverse] effect on our [removed: results of operations and cash flows.][added: business.]

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Our [removed: Chemical] [added: Chemicals] segment uses feedstocks that are derivatively produced in the refining of crude oil and the processing of natural gas, and those feedstock prices can fluctuate widely for a variety of reasons, including changes in worldwide energy prices and the supply and availability of the feedstocks.

Market conditions, including commodity prices, may impact the earnings, financial condition and cash flows of our Midstream [removed: business, including Phillips 66 Partners and DCP Midstream.][added: business.]

The prices for [added: crude] oil, natural gas and NGL depend upon factors beyond our control, including global and local demand, production levels, imports and exports, seasonality and weather conditions, economic and political conditions domestically and internationally, and governmental regulations.

Decreases in energy prices can decrease drilling activity, production rates and investments by third parties in the development of new [added: crude] oil and natural gas reserves.

Sustained periods of low prices can also cause producers to significantly curtail or limit their oil and gas drilling operations, which could substantially delay the production and delivery of volumes of [added: crude] oil, natural gas and NGL.

The volume of crude oil and refined petroleum products transported or stored in our pipelines and terminal facilities depends on the demand for and availability of [removed: attractively priced] crude oil and [added: refined petroleum] products in the areas serviced by our assets.

A period of sustained low [added: demand or] prices for crude oil [removed: or products] could lead to a decline in drilling [removed: activity, production,] [added: activity] and [removed: refining of crude oil,] [added: production,] which would lead to a decrease in the volumes of crude oil [removed: or petroleum products] transported [removed: in] [added: through] our pipelines and terminal facilities, negatively affecting our earnings and cash flows.

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Additionally, DCP Midstream’s revenues and cash flows can increase or decrease as the price of natural gas and NGL [removed: fluctuate] [added: fluctuates] because of certain contractual arrangements whereby natural gas is purchased for an agreed percentage of proceeds from the sale of the residue gas and/or NGL resulting from its processing activities.

Although we take precautions to ensure and enhance the safety of our operations and minimize the risk of disruptions, our operations are also subject to hazards inherent in chemicals, refining and midstream businesses, such as explosions, fires, refinery or pipeline releases or other incidents, power outages, labor disputes, or other natural or man-made disasters, such as [added: geopolitical conflicts and] acts of terrorism, including cyber intrusion.

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Plans we [added: or our joint ventures] may have to expand [removed: existing assets] or construct [removed: new] assets, [removed: particularly in] [added: and plans for] our [removed: Midstream segment,] [added: future performance] are subject to risks associated with societal and political pressures and other forms of opposition to the future development, transportation and use of carbon-based fuels.

Such risks could adversely impact our [removed: ability to realize certain growth strategies.][added: results of operations.]

Certain of our [removed: planned expenditures] [added: plans] are based upon the assumption that societal sentiment will continue to enable, and existing regulations will remain [removed: intact] [added: in place] to allow for, the future development, transportation and use of carbon-based fuels.

Policy decisions relating to the production, refining, [removed: transportation and] [added: transportation,] marketing [added: and use] of carbon-based fuels are subject to political pressures and the influence and protests of environmental and other special interest groups.

For example, [removed: our Midstream segment’s growth plans include] the construction or expansion of [removed: pipelines, which] [added: pipelines] can involve numerous regulatory, environmental, political, and legal uncertainties, many of which are beyond our control.

[removed: Our] [added: We may not be able to identify or execute] growth [removed: projects] [added: projects, and those that are identified] may not be completed on schedule or at the budgeted cost.

Other political and economic risks include global pandemics; financial market turmoil; economic volatility and global economic slowdown; currency exchange rate [removed: fluctuations] [added: fluctuations; short-term] and [added: long-term] inflationary pressures; import or export restrictions and changes in trade regulations; [added: supply chain disruptions;] acts of terrorism, war, civil unrest and other political risks; [removed: difficulties] [added: limitations] in [removed: developing, staffing] [added: the availability of labor to develop, staff] and [removed: managing] [added: manage] operations; and potentially adverse tax developments.

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[removed: As a result,] [added: Any] extreme weather [removed: and] [added: events or] rising sea levels may disrupt the ability to operate [removed: these] [added: any] facilities [added: located near coastal areas] or [added: to] transport crude oil, refined petroleum or petrochemical and plastics [removed: products.][added: products in these areas.]

- Emissions into the atmosphere, such as nitrogen oxides, sulfur dioxide and mercury emissions, and [removed: greenhouse gas (GHG)] [added: GHG] emissions, as they are, or may become, regulated.

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For example, in 2017, the California state legislature adopted Assembly Bill 398, which provides direction and parameters on utilizing cap and trade after 2020 to meet the 40% reduction target [added: for GHG emissions] from 1990 levels by 2030 specified in Senate Bill 32.

[removed: Regional] [added: Federal, regional] and state climate change and air emissions goals and regulatory programs are complex, subject to change and [added: impose] considerable uncertainty due to a number of factors including technological feasibility, legal challenges and potential changes in federal policy.

Increasing concerns about climate change and carbon intensity have also resulted in [added: heightened] societal [removed: concerns] [added: awareness] and a number of international and national measures to limit GHG emissions.

Additional stricter [added: regulatory] measures and investor pressure can be expected in the future and any of these changes may have a material adverse impact on our business or financial condition.

Increased regulation of [added: the fossil fuel industry, particularly with respect to] hydraulic [removed: fracturing] [added: fracturing,] could result in reductions or delays in U.S. production of crude oil and natural gas, which could adversely impact our results of operations.

[removed: An increasing percentage] [added: Most] of [removed: crude oil supplied to our refineries and] the crude oil and gas production of our Midstream segment’s customers is being produced from unconventional oil shale reservoirs.

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The RFS program sets annual [removed: quotas] [added: renewable volume obligation (RVO) requirements] for the quantity of renewable fuels, such as ethanol, that must be blended into motor fuels consumed in the United States.

As a producer of petroleum-based motor fuels, we are obligated to blend renewable fuels into the products we produce at a rate that is at least commensurate to the EPA’s [removed: quota] [added: RVO requirements] and, to the extent we do not, we must purchase RINs in the open market to satisfy our obligation under the RFS program.

If sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs, or if we are otherwise unable to meet the EPA’s [removed: RFS mandates,] [added: RVO requirements,] including because the EPA mandates a blending quantity of renewable fuel that exceeds the amount that is commercially feasible to blend into motor fuel (a situation commonly referred to as “the blend wall”), our operations could be materially adversely impacted, up to and including a reduction in produced motor [removed: fuel.][added: fuel for sale in the United States.]

[removed: Attitudes] [added: Societal attitudes] toward these products and their relationship to the environment may significantly affect our effectiveness in marketing our products.

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We conduct some of our operations, including parts of our Midstream, Refining and [removed: M&S] [added: Marketing and Specialities (M&S)] segments, and our entire Chemicals segment, through joint ventures in which we share control with our joint venture partners.

One of our subsidiaries acts as the general partner of a publicly traded MLP, Phillips 66 Partners, which may involve a greater exposure to legal liability than our historic business [removed: operations.][added: operations, including with respect to the pending acquisition by us of all of the publicly held limited partner interests in Phillips 66 Partners (the Merger).]

[removed: Any liability resulting from] [added: While we will evaluate and defend against any actions vigorously, the costs of the defense of] such [removed: claims] [added: lawsuits and other effects of such litigation] could have a material adverse effect on our future business, financial condition, results of operations and cash flows.

Any future widespread health crises could materially and adversely impact our business in the future.

Our global operations expose us to risks associated with public health crises and outbreaks of epidemics, pandemics, or contagious diseases, such as COVID-19.

The COVID-19 pandemic and the associated containment efforts had a serious adverse impact on the economy and a material adverse effect on our business, particularly our Refining segment.

During 2020, demand for crude oil, gasoline, jet fuel, diesel fuel and other refined products was significantly reduced.

In the event government authorities impose any new mandatory closures, work-from-home orders and social distancing protocols, or other restrictions to mitigate the further spread of COVID-19, it is likely that demand for our products will again be impacted and our business will be negatively affected.

Even if a virus or other illness does not spread significantly, the perceived risk of infection or health risk may result in reduced demand for our products and materially affect our business.

As we cannot predict the duration or scope of COVID-19 or any pandemic, the negative financial impact to our results cannot be reasonably estimated and could be material.

Factors that will influence the impact on our business and operations include the duration and extent of the pandemic, including the virulence and spread of different strains of a virus and the level and timing of vaccine development and distribution across the world and their impact on economic recovery and growth, the extent of imposed or recommended containment and mitigation measures and their impact on our operations, and the general economic consequences of the pandemic.

To the extent the COVID-19 pandemic or other widespread public health crises adversely affected or affects our business and financial results, it may also have the effect of heightening many of the other risks that could adversely affect our business described below, such as risks associated with industry capacity utilization, volatility in the price and availability of raw materials, material adverse changes in customer relationships including any failure of a customer to perform its obligations under agreements with us, and risks associated with worldwide or regional economic conditions.

Likewise, our earnings and cash flows would be negatively impacted by a period of sustained lower demand for refined petroleum products, which could lead to lower refinery utilization and result in a decrease in the volumes of refined petroleum product transported through our pipelines and terminal facilities.

A portion of our growth strategy is dependent on our and our joint ventures’ ability to capture growth opportunities in the Midstream and Chemicals segments.

We may not be able to effectively identify, whether through acquisition, investment or development, lower-carbon opportunities on favorable terms, or at all, and failure to do so could limit our growth, our ability to participate in the energy transition, and our ability to meet our environmental goals and targets.

Part of our strategy includes capturing growth opportunities in our Emerging Energy business to further advance our participation in the energy transition and meet our greenhouse gas (GHG) emissions reduction targets.

This strategy depends on our ability to successfully identify and evaluate acquisition and investment opportunities or develop and commercialize new technologies.

The number of lower-carbon opportunities may be limited, and we will compete with other energy companies for these limited opportunities, which could make them more expensive and the returns for our business less attractive and possibly cause us to refrain from making them at all.

Further, certain lower-carbon opportunities will depend on technological and other advancements that may not be within our control and may not come to fruition or be economically feasible in the near term.

Any new opportunities also may depend on the viability of new assets or businesses that are contingent on public policy mechanisms including investment tax credits, subsidies, renewable portfolio standards and carbon trading plans.

These mechanisms have been implemented at the state and federal levels to support the development of renewable energy, demand-side, and other clean infrastructure technologies.

The availability and continuation of public policy support mechanisms will drive a significant part of the economics and viability of lower-carbon and clean energy investments generally, as well as our participation in them.

If we are unable to identify and consummate acquisitions and investments, our ability to execute a portion of our growth strategy and meet our environmental goals may be impeded.

We operate facilities located in coastal regions of the United States, which have been impacted by hurricanes that have required us to temporarily, or even permanently, shut down operations at those sites.

Due to significant damages from Hurricane Ida, we shut down the Alliance Refinery in connection with plans to convert it to a terminal.

CPChem also operates facilities on the Gulf Coast and has had to temporarily shut down sites as a result of hurricanes.

In addition, certain interest groups have also proposed ballot initiatives and constitutional amendments designed to restrict crude oil and natural gas development generally.

If ballot initiatives, local, state, or national restrictions or prohibitions are adopted and result in more stringent limitations on the production and development of crude oil and natural gas, producers may experience delays or curtailment in the permitting or pursuit of exploration, development or production activities.

If legislative and regulatory initiatives cause a material decrease in the drilling of new wells and related servicing activities, it may reduce crude oil, natural gas and NGL supplies, negatively affecting the volume of products available to our Midstream segment and increasing feedstock prices for our Chemicals and Refining segments, resulting in a material adverse effect on our financial position, results of operations and cash flows.

Continuing political and social concerns about the issues of climate change may result in changes to our business and significant expenditures, including litigation-related expenses.

Increasing attention to global climate change has resulted in increased investor attention and an increased risk of public and private litigation, which could increase our costs or otherwise adversely affect our business.

For example, shareholder activism has recently been increasing in our industry, and shareholders may attempt to effect changes to our business or governance, whether by shareholder proposals, public campaigns, proxy solicitations or otherwise.

Additionally, cities, counties, and other governmental entities in several states in the U.S. began filing lawsuits against energy companies in 2017, including Phillips 66.

The lawsuits seek damages allegedly associated with climate change, and the plaintiffs are seeking unspecified damages and abatement under various tort theories.

Similar lawsuits may be filed in other jurisdictions.

We believe these lawsuits are an inappropriate vehicle to address the challenges associated with climate change and will vigorously defend against them for lacking factual and legal merit.

The ultimate outcome and impact to us of any such litigation cannot be predicted with certainty, and we could incur substantial legal costs associated with defending these and similar lawsuits in the future.

Additionally, any of these risks could result in unexpected costs, negative sentiments about our company, disruptions in our operations, increases to our operating expenses and reduced demand for our products, which in turn could have an adverse effect on our business, financial condition and results of operations.

Increased concerns regarding plastic waste in the environment, consumers selectively reducing their consumption of plastic products due to recycling concerns, or new or more restrictive regulations and rules related to plastic waste could reduce demand for CPChem’s plastic products and could negatively impact our equity interest.

There is a growing concern with the accumulation of plastic, including microplastics, and other packaging waste in the environment.

Additionally, plastics have recently faced increased public backlash and scrutiny.

Policy measures to address this concern are being discussed or implemented by governments at all levels.

In addition, a host of single-use plastic bans and taxes have been passed by countries around the world and counties and municipalities throughout the U.S. Increased regulation of, or prohibition on, the use of certain plastic products could reduce demand for certain of the products CPChem produces, which could negatively impact its financial condition, results of operations and cash flows, thereby negatively impacting our equity earnings, and cash distributions that we receive, from CPChem.

The economic, business, and oil and gas industry impacts from the COVID-19 pandemic have continued to be far reaching.

Within the past year, crude oil prices have fallen dramatically to historic lows, even briefly going negative, due in part to severely reduced demand for crude oil, gasoline, jet fuel, diesel fuel, and other refined products, resulting from government-mandated travel restrictions and the curtailment of economic activity.

The reduced demand and resulting oversupply of products continue to negatively impact refinery utilization rates and operating margins in our Refining business.

Any prolonged period of economic stagnation, as well as depressed oil prices, may also adversely impact the financial results of our Midstream, Chemicals, and Marketing and Specialties businesses.

The company’s equity affiliates, customers and other counterparties, have also been negatively impacted by the COVID-19 pandemic, and they may be unable to fulfill their obligations to us in a timely manner, or at all, which also could negatively affect our financial condition and cash flows.

The extent to which our business and operations, and those of our equity affiliates, customers and counterparties, will continue to be negatively impacted depends on the duration and scope of any existing or new travel restrictions, business and school closures, and stay at home orders.

The extent of the negative impact also will depend on how quickly and to what extent economic conditions improve and normal business and operating conditions, including demand for refined petroleum products, resume.

Additionally, depending on future movements of market prices for products held in inventories, we or certain of our equity affiliates could be required to make future inventory valuation adjustments, which could affect our financial results.

Any of the foregoing events or conditions, or other consequences of the COVID-19 pandemic, could significantly adversely affect our business and financial condition and the business and financial condition of our equity affiliates, as well as our customers and other counterparties.

A portion of our growth strategy is dependent on our ability to expand existing assets and to construct additional assets.

Many of our facilities are located near coastal areas, as are many of CPChem’s facilities.

We cannot predict whether any such legislation will ever be enacted and, if so, what its provisions would be.

Any additional levels of regulation and permits required with the adoption of new laws and regulations at the federal or state level could result in our having to rely on higher priced crude oil for our refineries.

The resulting increased operating costs, process prohibitions and delays could also reduce natural gas and NGL supplies, negatively affecting midstream and chemicals operations.

In connection with our separation from ConocoPhillips, we entered into a Tax Sharing Agreement that allocates the responsibility for prior period taxes of the ConocoPhillips consolidated tax reporting group between us and ConocoPhillips.

ConocoPhillips may be unable to pay any prior period taxes for which it is responsible, and we could be required to pay the entire amount of such taxes.

Other provisions of federal law establish similar liability for other matters, including laws governing tax-qualified pension plans as well as other contingent liabilities.

Additionally, the Tax Sharing Agreement provides that if the separation and certain related transactions fail to qualify as tax-free transactions, we may be responsible for any resulting tax liabilities.

Our indemnification obligations under the Tax Sharing Agreement are not subject to any cap and could be significant.

*The terms “earnings” and “loss” [added: as used in Management’s Discussion and Analysis] refer to net income (loss) attributable to Phillips 66.

The terms [added: “results,”] “before-tax income” or “before-tax loss” [added: as used in Management’s Discussion and Analysis] refer to income (loss) before income taxes.*

At December 31, [removed: 2020,] [added: 2021,] we had total assets of [removed: $54.7] [added: $55.6] billion.

[removed: We] [added: During 2021, we] used available cash [removed: and the debt financing noted above] to fund capital expenditures and investments of [removed: $2.9] [added: $1.9] billion, pay dividends [added: on our common stock] of $1.6 billion, and [removed: repurchase $0.4] [added: pay down $1.5] billion [removed: of our common stock.][added: in debt.]

We ended [removed: 2020] [added: 2021] with [removed: $2.5] [added: $3.1] billion of cash and cash equivalents and approximately [removed: $5.3] [added: $5.7] billion of total committed capacity available under our credit facilities.

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Optimizing utilization rates [added: and product yield] at our refineries through reliable and safe operations enables us to capture the value available in the market in terms of prices and margins.

Our strategy primarily focuses on investing in [added: returns-focused] growth opportunities in the Midstream and Chemicals [removed: segments.][added: segments, as well as our investments in renewable fuels projects to advance a lower-carbon future.]

In Chemicals, our share of expected self-funded [added: growth] capital spending by [removed: CPChem] [added: Chevron Phillips Chemical Company LLC (CPChem)] is [removed: $410] [added: $502] million.

CPChem plans to use its growth capital to fund expansion of its normal alpha olefins production, optimization and debottleneck opportunities in the olefins and polyolefins chains, as well as continuing development of [removed: petrochemical] [added: petrochemicals] projects [removed: on] [added: in] the U.S. Gulf Coast and [removed: in] Qatar.

We plan to enhance Refining returns by increasing throughput of advantaged feedstocks, improving yields, [removed: portfolio optimization] [added: optimizing our portfolio,] and [removed: an ongoing commitment] [added: remaining committed] to operating excellence.

[added: For 2022, our] M&S [added: segment] will continue to develop and enhance our retail [removed: network and brands in the United States and Europe.][added: network, including energy transition opportunities.]

We believe shareholder value is enhanced through, among other things, [removed: consistent growth of regular dividends,] [added: a secure, competitive and growing dividend,] complemented by share repurchases.

[removed: Throughout the company, we] [added: We also] focus on getting results in the right [removed: way, embrace] [added: way and embracing] our values as a common bond, and [added: we] believe success is both what we do and how we do it.

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Our Transportation business contains fee-based operations [removed: that are] not directly exposed to commodity price risk.

Our NGL business contains both fee-based operations and operations [removed: that are] directly impacted by NGL prices.

Our Refining segment results are driven by several factors, including [removed: refining margins,] [added: market crack spreads,] refinery throughput, feedstock costs, product yields, turnaround activity, and other operating costs.

The price of U.S. benchmark crude oil, West Texas Intermediate (WTI) at Cushing, Oklahoma, [removed: decreased] [added: increased] to an average of [removed: $39.31] [added: $67.96] per barrel during [removed: 2020,] [added: 2021,] compared with an average of [removed: $57.02] [added: $39.31] per barrel in [removed: 2019, due to a significant decline in global demand driven by the adverse impacts of the COVID-19 pandemic.][added: 2020.]

While [removed: M&S] [added: marketing fuel and lubricant] margins are primarily driven by market factors, largely determined by the relationship between supply and demand, marketing fuel margins, in particular, are influenced by [removed: the trend] [added: trends] in spot [added: prices, and where applicable, retail] prices for refined petroleum [removed: products.][added: products in the regions and countries where we operate.]

[removed: Generally speaking,] [added: In general,] a downward trend of spot prices has a favorable impact on marketing fuel margins, while an upward trend of spot prices has an unfavorable impact on marketing fuel margins.

The global disruption caused by the COVID-19 pandemic [removed: significantly] [added: resulted in] reduced demand for [removed: our] refined petroleum and specialty products [removed: in 2020 compared with 2019.][added: since March 2020.]

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| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Midstream | | | $ | [removed: (9)] [added: 1,610] | | | | | [removed: 684] [added: (9)] | | | | | | [removed: 1,181] [added: 684] | | |

| Chemicals | | | [removed: 635] [added: 1,844] | | | | | | [removed: 879] [added: 635] | | | | | | [removed: 1,025] [added: 879] | | |

| Refining | | | [removed: (6,155)] [added: (2,549)] | | | | | | [removed: 1,986] [added: (6,155)] | | | | | | [removed: 4,535] [added: 1,986] | | |

| Marketing and Specialties | | | [removed: 1,446] [added: 1,809] | | | | | | [removed: 1,433] [added: 1,446] | | | | | | [removed: 1,557] [added: 1,433] | | |

| Corporate and Other | | | [removed: (881)] [added: (974)] | | | | | | [removed: (804)] [added: (881)] | | | | | | [removed: (853)] [added: (804)] | | |

| Income (loss) before income taxes | | | [removed: (4,964)] [added: 1,740] | | | | | | [removed: 4,178] [added: (4,964)] | | | | | | [removed: 7,445] [added: 4,178] | | |

| Income tax expense (benefit) | | | [removed: (1,250)] [added: 146] | | | | | | [removed: 801] [added: (1,250)] | | | | | | [removed: 1,572] [added: 801] | | |

| Net income (loss) | | | [removed: (3,714)] [added: 1,594] | | | | | | [removed: 3,377] [added: (3,714)] | | | | | | [removed: 5,873] [added: 3,377] | | |

| Less: net income attributable to noncontrolling interests | | | [removed: 261] [added: 277] | | | | | | [removed: 301] [added: 261] | | | | | | [removed: 278] [added: 301] | | |

| Net income (loss) attributable to Phillips 66 | | | $ | [removed: (3,975)] [added: 1,317] | | | | | [removed: 3,076] [added: (3,975)] | | | | | | [removed: 5,595] [added: 3,076] | | |

- A long-lived asset impairment associated with our plan to reconfigure the San Francisco Refinery into a renewable fuels [added: production] facility, which impacted our Refining and Midstream segments.

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We had an income tax benefit of $1,250 million in 2020, compared with income tax expense of $801 million in 2019, primarily due to a [removed: net] [added: before-tax] loss in 2020 versus [removed: net] [added: before-tax] income in 2019.

Sales and other operating revenues and purchased crude oil and products [removed: decreased 4%] [added: increased 74%] and [removed: 2%,] [added: 77%,] respectively, in [removed: 2019.][added: 2021.]

[removed: The decreases] [added: These increases] were mainly [removed: driven by lower] [added: due to higher] prices for refined petroleum products, crude oil and [removed: NGL.][added: NGL, as well as increased volumes for refined petroleum products and crude oil.]

See [added: Chemicals segment analysis in] the “Segment Results” section for additional [removed: information.][added: information on CPChem.]

We reported earnings of $1.3 billion and generated $6.0 billion in cash from operating activities for the full year of 2021.

Our reported earnings for 2021 continued to reflect the ongoing impacts of the disruption to global economic activities caused by the Coronavirus Disease 2019 (COVID-19) pandemic, primarily on our Refining segment.

However, through 2021 global refined petroleum product demand steadily recovered due to the easing of pandemic restrictions and the administration of COVID-19 vaccines.

Consequently, margins and utilization for our Refining segment, margins and sales volumes for our Marketing and Specialities (M&S) segment, and throughput volumes for our Transportation business improved.

In addition, equity earnings from our Chemicals segment increased significantly due to higher margins driven by strong demand and tight product supply.

However, as uncertainty remains regarding the ongoing impact of the pandemic on the global economy, we will continue to be disciplined in our allocation of capital and monitor the performance of our portfolio.

In 2021, we progressed strategic initiatives to position Phillips 66 for a lower-carbon future as a part of our commitment to play an important role in addressing climate change.

In September 2021, we announced a set of company-wide greenhouse gas (GHG) emission intensity reduction targets that we consider to be impactful, attainable and measurable.

By 2030, we expect to reduce GHG emission intensity by 30% for Scope 1 and 2 emissions from our operations and by 15% for Scope 3 emissions from our energy products, below 2019 levels.

Also in September 2021, we acquired a 16% interest in NOVONIX Limited (NOVONIX), a company that develops technology and supplies materials for lithium-ion batteries.

In October 2021, we entered into a definitive merger agreement with Phillips 66 Partners to acquire all of the limited partner interests in Phillips 66 Partners not already owned by us on the closing date of the transaction.

The agreement provides for an all-stock transaction in which each outstanding Phillips 66 Partners common unitholder would receive 0.50 shares of Phillips 66 common stock for each Phillips 66 Partners common unit.

Phillips 66 Partners’ perpetual convertible preferred units would be converted into common units at a premium to the original issuance price prior to exchange for Phillips 66 common stock.

This merger is expected to close in March 2022, subject to customary closing conditions.

Upon closing, Phillips 66 Partners will become a wholly owned subsidiary of Phillips 66 and will no longer be a publicly traded partnership.

See Note 27—Phillips 66 Partners LP, in the Notes to Consolidated Financial Statements, for additional information on the pending merger transaction.

In 2021, we achieved a 0.12 total recordable rate.

Senior management actively monitors these costs and assesses opportunities for permanent cost reductions.

During 2021, our worldwide refining crude oil capacity utilization rate was 84% and our worldwide refining clean product yield was 83%.

In 2022, we have budgeted $426 million in growth capital for our Midstream segment, which includes construction completion of Frac 4 at the Sweeny Hub.

In Refining, we have budgeted $408 million of growth capital, primarily for the reconfiguration of the San Francisco Refinery in Rodeo, California, to a renewable fuels production facility, as part of the Rodeo Renewed project.

In the fourth quarter of 2021, we increased our quarterly dividend by 2% to $0.92 per common share.

We suspended our share repurchase program in March 2020 to preserve liquidity.

As operating cash flows improve further, we will prioritize shareholder returns and debt repayment.

Throughout the company, we focus on promoting an inclusive workplace that enables our diverse workforce to innovate, create value and deliver extraordinary performance.

During 2021, NGL prices increased significantly, compared with 2020, due to strong demand as economic activities gradually recovered following the administration of COVID-19 vaccines and the easing of pandemic restrictions.

Compared with 2020, the benchmark high-density polyethylene chain margin increased significantly in 2021, due to continued strong demand and tight supply.

Worldwide market crack spreads increased to an average of $17.09 per barrel during 2021, compared with an average of $8.33 per barrel in 2020.

The increases in crude oil prices and market crack spreads were primarily driven by a significant increase in demand for refined petroleum products, as economic activities gradually recovered following the administration of COVID-19 vaccines and the easing of pandemic restrictions, as well as tightening supply.

In 2021, renewable identification number (RIN) prices increased significantly, compared with 2020.

Following the administration of COVID-19 vaccines in 2021 and the easing of pandemic restrictions, demand for refined petroleum and specialty products improved in 2021, compared with 2020.

*2021 vs. 2020*

Net income attributable to Phillips 66 for the year ended December 31, 2021, was $1,317 million, compared with a net loss attributable to Phillips 66 of $3,975 million for the year ended December 31, 2020.

The improvement was primarily due to lower impairments, improved realized refining margins and higher equity earnings from CPChem, partially offset by income tax impacts from improved results.

Net loss attributable to Phillips 66 for the year ended December 31, 2020, was $3,975 million, compared with net income attributable to Phillips 66 of $3,076 million for the year ended December 31, 2019.

The decrease was mainly attributable to:

*2021 vs. 2020*

Equity in earnings of affiliates increased $1,713 million in 2021.

The increase was primarily due to higher equity earnings from CPChem mainly driven by increased margins, WRB Refining LP (WRB) resulting from improved realized refining margins and higher refinery production, and Excel Paralubes LLC (Excel) attributable to higher base oil margins.

Net gain on dispositions decreased 83% in 2021, mainly reflecting a before-tax gain of $84 million recognized in the second quarter of 2020 associated with a co-venturer’s acquisition of an ownership interest in the consolidated holding company that owns an interest in Gray Oak Pipeline, LLC.

The COVID-19 pandemic continues to disrupt economic activities globally.

Actions taken by governments to prevent the spread of the disease, including travel and business restrictions, have resulted in substantial decreases in the demand for many refined petroleum products, particularly gasoline and jet fuel.

The lack of demand for petroleum products has resulted in low crude oil prices and refining margins.

Accordingly, crude oil producers have shut in high cost production, and refiners have reduced crude oil processing rates.

During 2020, we took the following significant steps to enhance our liquidity in this challenged margin environment:

- Issued $3.75 billion of senior unsecured notes and borrowed a net $500 million under a term loan facility.

- Temporarily suspended our share repurchase program.

- Reduced consolidated capital spending in 2020 by more than $700 million compared with our original budget.

- Exceeded our $500 million cost reduction target in 2020.

In 2020, we reported a loss of $4.0 billion and generated $2.1 billion in cash from operating activities.

Our results in 2020 reflect the adverse effects of the COVID-19 pandemic, including asset and investment impairments.

These adverse effects may continue to be significant in the near term.

The depth and duration of the economic consequences of the COVID-19 pandemic remain unknown.

We continuously monitor our asset and investment portfolio for impairments, as well as optimization opportunities, in this challenging business environment.

As such, additional impairments may be required in the future.

In 2020, we achieved a 0.11 total recordable incident rate—the lowest since our inception.

Senior management actively monitors these costs.

During 2020, our worldwide refining crude oil capacity utilization rate was 76%, mainly driven by the decrease in market demand for refined petroleum products due to negative impacts from the COVID-19 pandemic.

In response to the challenging market conditions caused by the COVID-19 pandemic, we reduced our 2021 capital budget to $1.7 billion.

We are prioritizing sustaining capital spending and completion of in-progress growth projects, as well as advancing our investments in renewable fuels.

In the third quarter of 2020, we announced Rodeo Renewed, a project to reconfigure our San Francisco Refinery in Rodeo, California, to produce renewable fuels.

In 2021, we have budgeted $615 million for Midstream capital expenditures and investments, including $305 million for Phillips 66 Partners.

Capital will be used to complete near-term committed and optimization projects and to maintain our integrated logistics infrastructure network.

We recently formed an Emerging Energy organization.

This group is charged with establishing a lower-carbon business platform that delivers attractive returns.

It will focus on opportunities within our portfolio, such as Rodeo Renewed, as well as commercializing emerging energy technologies for a sustainable future.

For 2021, capital in Refining will be directed toward high-return projects to enhance the yield of higher-value products and other high-return, quick-payout projects, as well as investments to competitively position the company for a lower-carbon future.

In 2020, despite the challenging business environment, we maintained stable quarterly dividend distributions to shareholders and repurchased $443 million of common stock before suspending our share repurchase program in March 2020 to preserve liquidity.

NGL prices were significantly lower in 2020, compared with 2019, due to negative economic impacts caused by the COVID-19 pandemic.

Compared with 2019, the benchmark high-density polyethylene chain margin was lower in the first three quarters of 2020, before rebounding strongly in the fourth quarter of 2020.

The lower margin in the first three quarters of 2020 was mainly due to lower polyethylene sales prices.

The significant margin increase in the fourth quarter of 2020 was primarily driven by tight supply caused by hurricane impacts in the Gulf Coast region and a strong global market demand.

During 2020, the worldwide market crack spreads were significantly lower compared with 2019, mainly driven by a sharp decline in demand for refined petroleum products resulting from the COVID-19 global pandemic.

Our results decreased $7,051 million in 2020, mainly reflecting:

*2019 vs. 2018*

Our earnings decreased $2,519 million in 2019, mainly reflecting:

- Lower realized refining and marketing margins.

- Impairments associated with our equity investment in DCP Midstream.

- Decreased equity in earnings of affiliates in our Refining and Chemicals segments.

These decreases were partially offset by:

We and certain of our subsidiaries are exposed to market risks produced by changes in the prices of crude oil, refined petroleum [removed: products,] [added: product, NGL,] natural gas, [removed: NGL] [added: renewable feedstock] and electric power, as well as fluctuations in interest rates and foreign currency exchange rates.

- Manage the risk to our cash flows from price exposures on specific crude oil, refined petroleum product, [added: NGL, renewable feedstock and] natural gas [removed: and NGL] transactions.

Using Monte Carlo simulation, a 95% confidence level and a one-day holding period, the VaR for derivative commodity instruments issued or held at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] was immaterial to our cash flows and results of operations.

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| [removed: Year-End 2020] [added: Year-End 2020] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2021 | | | | | | [removed: $] [added: $] | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | [removed: %] [added: %] | | | | [removed: $] [added: $] | | | [removed: 965] [added: 965] | | | | | | [removed: 1.05] [added: 1.05] | | [removed: %] [added: %] |

| 2022 | | | | | | [added: $] | | | [removed: 2,000] [added: 1,000] | | | | | | 4.30 | | [added: %] | | | | [added: $] | | | [removed: —] [added: 450] | | | | | | [removed: —] [added: 0.98] | | [added: %] |

| 2023 | | | | | | | | | [removed: 500] [added: 500] | | | | | | [removed: 3.70] [added: 3.70] | | | | | | | | | [removed: 500] [added: 500] | | | | | | [removed: 1.40] [added: 1.40] | | |

| 2024 | | | | | | | | | [removed: 1,100] [added: 1,100] | | | | | | [removed: 1.32] [added: 1.32] | | | | | | | | | [removed: 450] [added: 450] | | | | | | [removed: 0.84] [added: 0.84] | | |

| Remaining years | | | | | | | | | [removed: 9,026] [added: 9,026] | | | | | | [removed: 4.22] [added: 4.22] | | | | | | | | | [removed: 25] [added: 25] | | | | | | [removed: 0.76] [added: 0.76] | | |

| Total | | | | | | [removed: $] [added: $] | | | [removed: 13,776] [added: 13,776] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 1,940] [added: 1,940] | | | | | | | | |

| Fair value | | | | | | [removed: $] [added: $] | | | [removed: 15,597] [added: 15,597] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 1,940] [added: 1,940] | | | | | | | | |

| [removed: Year-End 2019] [added: Year-End 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

- Actions taken by [removed: the Organization of the Petroleum Exporting Countries (OPEC)] [added: OPEC] and other countries impacting supply and demand and correspondingly, commodity prices.

- Potential disruption or interruption of our operations due to accidents, weather [removed: events (including as a result of climate change),] [added: events,] civil unrest, insurrections, political events, terrorism or cyberattacks.

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

- Changes in estimates or projections used to assess fair value of intangible assets, goodwill and property and equipment and/or strategic decisions [added: or other developments] with respect to our asset portfolio that cause impairment charges.

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| 2023 | | | | | | | | | 500 | | | | | | 3.70 | | | | | | | | | — | | | | | | — | | |

| 2024 | | | | | | | | | 1,100 | | | | | | 1.32 | | | | | | | | | — | | | | | | — | | |

| 2026 | | | | | | | | | 1,000 | | | | | | 2.43 | | | | | | | | | — | | | | | | — | | |

| Remaining years | | | | | | | | | 9,026 | | | | | | 4.31 | | | | | | | | | 25 | | | | | | 0.70 | | |

| Total | | | | | | $ | | | 13,776 | | | | | | | | | | | | $ | | | 475 | | | | | | | | |

| Fair value | | | | | | $ | | | 15,353 | | | | | | | | | | | | $ | | | 475 | | | | | | | | |

| 2025 | | | | | | | | | 1,150 | | | | | | 3.74 | | | | | | | | | — | | | | | | — | | |

*Foreign Currency Risk*

We are exposed to foreign currency exchange rate fluctuations related to our international operations.

Generally, we do not enter into any derivative contracts to hedge our foreign currency risk.

- Potential disruption or damage to our facilities as a result of significant storms or other destructive climate events.

- The inability to meet our sustainability goals, including reducing our emissions intensity, developing and protecting new technologies, and commercializing lower-carbon opportunities.

- Political and societal concerns about climate change that could result in changes to our business or increase expenditures, including litigation-related expenses.

- The timing and completion of the agreement to acquire all of the limited partner interests in Phillips 66 Partners not already owned by us, as well as any lawsuits that may be brought as a result of the acquisition.

| 2020 | | | | | | $ | | | — | | | | | | — | | % | | | | $ | | | 525 | | | | | | 2.69 | | % |

| 2021 | | | | | | | | | — | | | | | | — | | | | | | | | | 550 | | | | | | 2.46 | | |

| 2023 | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | |

| 2024 | | | | | | | | | 300 | | | | | | 2.45 | | | | | | | | | — | | | | | | — | | |

| Remaining years | | | | | | | | | 8,176 | | | | | | 4.57 | | | | | | | | | 25 | | | | | | 2.39 | | |

| Total | | | | | | $ | | | 10,476 | | | | | | | | | | | | $ | | | 1,100 | | | | | | | | |

| Fair value | | | | | | $ | | | 11,813 | | | | | | | | | | | | $ | | | 1,100 | | | | | | | | |

[removed: The company is] [added: We are] working with SCAQMD to resolve these NOVs.

*Matters Previously Reported (unresolved or resolved since the quarterly report on Form 10-Q for the quarterly period ended September 30, 2021)*

See Note 14—Contingencies and Commitments, in the Notes to Consolidated Financial Statements, for additional information.

*Matters Previously Reported*

[Index to Financial [removed: Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| For the fiscal year ended | | | December 31, [removed: 2020] [added: 2021] | | | | | |

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $71.90,] [added: $85.82,] was [removed: $31.3] [added: $37.5] billion.

The registrant had [removed: 436,926,058] [added: 438,461,584] shares of common stock outstanding at January [removed: 29, 2021.][added: 31, 2022.]

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 12, 2021] [added: 11, 2022] (Part III).

[Index to Financial [removed: Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| [1 and 2. Business and [removed: Properties](#iac0706c9bfe140a39c3a5973662d34e3_13)] [added: Properties](#ica3f54726deb46d99d3d051a97b88554_13)] | | | [removed: [1](#iac0706c9bfe140a39c3a5973662d34e3_13)] [added: [1](#ica3f54726deb46d99d3d051a97b88554_13)] | | |

| [Corporate [removed: Structure](#iac0706c9bfe140a39c3a5973662d34e3_16)] [added: Structure](#ica3f54726deb46d99d3d051a97b88554_16)] | | | [removed: [1](#iac0706c9bfe140a39c3a5973662d34e3_16)] [added: [1](#ica3f54726deb46d99d3d051a97b88554_16)] | | |

| [removed: [Segmen](#iac0706c9bfe140a39c3a5973662d34e3_19)[t] [added: [Segment] and Geographic [removed: Information](#iac0706c9bfe140a39c3a5973662d34e3_19)] [added: Information](#ica3f54726deb46d99d3d051a97b88554_19)] | | | [removed: [2](#iac0706c9bfe140a39c3a5973662d34e3_19)] [added: [2](#ica3f54726deb46d99d3d051a97b88554_19)] | | |

| [Marketing and [removed: Specialties](#iac0706c9bfe140a39c3a5973662d34e3_34)] [added: Specialties](#ica3f54726deb46d99d3d051a97b88554_31)] | | | [removed: [17](#iac0706c9bfe140a39c3a5973662d34e3_34)] [added: [17](#ica3f54726deb46d99d3d051a97b88554_31)] | | |

| [Energy Research & [removed: Innovation](#iac0706c9bfe140a39c3a5973662d34e3_37)] [added: Innovation](#ica3f54726deb46d99d3d051a97b88554_34)] | | | [removed: [18](#iac0706c9bfe140a39c3a5973662d34e3_37)] [added: [18](#ica3f54726deb46d99d3d051a97b88554_34)] | | |

| [Human [removed: Capital](#iac0706c9bfe140a39c3a5973662d34e3_2843)] [added: Capital](#ica3f54726deb46d99d3d051a97b88554_37)] | | | [removed: [19](#iac0706c9bfe140a39c3a5973662d34e3_2843)] [added: [19](#ica3f54726deb46d99d3d051a97b88554_37)] | | |

| [1A. Risk [removed: Factors](#iac0706c9bfe140a39c3a5973662d34e3_49)] [added: Factors](#ica3f54726deb46d99d3d051a97b88554_49)] | | | [removed: [21](#iac0706c9bfe140a39c3a5973662d34e3_49)] [added: [22](#ica3f54726deb46d99d3d051a97b88554_49)] | | |

| [1B. Unresolved Staff [removed: Comments](#iac0706c9bfe140a39c3a5973662d34e3_52)] [added: Comments](#ica3f54726deb46d99d3d051a97b88554_52)] | | | [removed: [32](#iac0706c9bfe140a39c3a5973662d34e3_52)] [added: [35](#ica3f54726deb46d99d3d051a97b88554_52)] | | |

| [3. Legal [removed: Proceedings](#iac0706c9bfe140a39c3a5973662d34e3_55)] [added: Proceedings](#ica3f54726deb46d99d3d051a97b88554_55)] | | | [removed: [32](#iac0706c9bfe140a39c3a5973662d34e3_55)] [added: [35](#ica3f54726deb46d99d3d051a97b88554_55)] | | |

| [4. Mine Safety [removed: Disclosures](#iac0706c9bfe140a39c3a5973662d34e3_58)] [added: Disclosures](#ica3f54726deb46d99d3d051a97b88554_58)] | | | [removed: [32](#iac0706c9bfe140a39c3a5973662d34e3_58)] [added: [35](#ica3f54726deb46d99d3d051a97b88554_58)] | | |

| [Information About Our Executive [removed: Officers](#iac0706c9bfe140a39c3a5973662d34e3_61)] [added: Officers](#ica3f54726deb46d99d3d051a97b88554_61)] | | | [removed: [33](#iac0706c9bfe140a39c3a5973662d34e3_61)] [added: [36](#ica3f54726deb46d99d3d051a97b88554_61)] | | |

| [5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iac0706c9bfe140a39c3a5973662d34e3_67)] [added: Securities](#ica3f54726deb46d99d3d051a97b88554_67)] | | | [removed: [34](#iac0706c9bfe140a39c3a5973662d34e3_67)] [added: [37](#ica3f54726deb46d99d3d051a97b88554_67)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iac0706c9bfe140a39c3a5973662d34e3_73)] [added: Operations](#ica3f54726deb46d99d3d051a97b88554_73)] | | | [removed: [36](#iac0706c9bfe140a39c3a5973662d34e3_73)] [added: [38](#ica3f54726deb46d99d3d051a97b88554_73)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#iac0706c9bfe140a39c3a5973662d34e3_124)] [added: Risk](#ica3f54726deb46d99d3d051a97b88554_127)] | | | [removed: [74](#iac0706c9bfe140a39c3a5973662d34e3_124)] [added: [75](#ica3f54726deb46d99d3d051a97b88554_127)] | | |

| [Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the [removed: Private](#iac0706c9bfe140a39c3a5973662d34e3_127)[](#iac0706c9bfe140a39c3a5973662d34e3_127)[](#iac0706c9bfe140a39c3a5973662d34e3_127)[](#iac0706c9bfe140a39c3a5973662d34e3_127) [](#iac0706c9bfe140a39c3a5973662d34e3_127)[](#iac0706c9bfe140a39c3a5973662d34e3_127)[](#iac0706c9bfe140a39c3a5973662d34e3_127)[Securities] [added: Private](#ica3f54726deb46d99d3d051a97b88554_130) [Securities] Litigation Reform Act of [removed: 1995](#iac0706c9bfe140a39c3a5973662d34e3_127)] [added: 1995](#ica3f54726deb46d99d3d051a97b88554_130)] | | | [removed: [76](#iac0706c9bfe140a39c3a5973662d34e3_127)] [added: [77](#ica3f54726deb46d99d3d051a97b88554_130)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#iac0706c9bfe140a39c3a5973662d34e3_130)] [added: Data](#ica3f54726deb46d99d3d051a97b88554_133)] | | | [removed: [78](#iac0706c9bfe140a39c3a5973662d34e3_130)] [added: [79](#ica3f54726deb46d99d3d051a97b88554_133)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iac0706c9bfe140a39c3a5973662d34e3_298)] [added: Disclosure](#ica3f54726deb46d99d3d051a97b88554_265)] | | | [removed: [147](#iac0706c9bfe140a39c3a5973662d34e3_298)] [added: [147](#ica3f54726deb46d99d3d051a97b88554_265)] | | |

| [9A. Controls and [removed: Procedures](#iac0706c9bfe140a39c3a5973662d34e3_301)] [added: Procedures](#ica3f54726deb46d99d3d051a97b88554_268)] | | | [removed: [147](#iac0706c9bfe140a39c3a5973662d34e3_301)] [added: [147](#ica3f54726deb46d99d3d051a97b88554_268)] | | |

| [9B. Other [removed: Information](#iac0706c9bfe140a39c3a5973662d34e3_304)] [added: Information](#ica3f54726deb46d99d3d051a97b88554_271)] | | | [removed: [147](#iac0706c9bfe140a39c3a5973662d34e3_304)] [added: [147](#ica3f54726deb46d99d3d051a97b88554_271)] | | |

| [10. Directors, Executive Officers and Corporate [removed: Governance](#iac0706c9bfe140a39c3a5973662d34e3_310)] [added: Governance](#ica3f54726deb46d99d3d051a97b88554_277)] | | | [removed: [148](#iac0706c9bfe140a39c3a5973662d34e3_310)] [added: [148](#ica3f54726deb46d99d3d051a97b88554_277)] | | |

| [11. Executive [removed: Compensation](#iac0706c9bfe140a39c3a5973662d34e3_313)] [added: Compensation](#ica3f54726deb46d99d3d051a97b88554_280)] | | | [removed: [148](#iac0706c9bfe140a39c3a5973662d34e3_313)] [added: [148](#ica3f54726deb46d99d3d051a97b88554_280)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and [removed: Related](#iac0706c9bfe140a39c3a5973662d34e3_316)] [added: Related](#ica3f54726deb46d99d3d051a97b88554_283)] [Stockholder [removed: Matters](#iac0706c9bfe140a39c3a5973662d34e3_316)] [added: Matters](#ica3f54726deb46d99d3d051a97b88554_283)] | | | [removed: [148](#iac0706c9bfe140a39c3a5973662d34e3_316)] [added: [148](#ica3f54726deb46d99d3d051a97b88554_283)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#iac0706c9bfe140a39c3a5973662d34e3_319)] [added: Independence](#ica3f54726deb46d99d3d051a97b88554_286)] | | | [removed: [148](#iac0706c9bfe140a39c3a5973662d34e3_319)] [added: [148](#ica3f54726deb46d99d3d051a97b88554_286)] | | |

| [14. Principal Accountant Fees and [removed: Services](#iac0706c9bfe140a39c3a5973662d34e3_322)] [added: Services](#ica3f54726deb46d99d3d051a97b88554_289)] | | | [removed: [148](#iac0706c9bfe140a39c3a5973662d34e3_322)] [added: [148](#ica3f54726deb46d99d3d051a97b88554_289)] | | |

| [15. Exhibit and Financial Statement [removed: Schedules](#iac0706c9bfe140a39c3a5973662d34e3_328)] [added: Schedules](#ica3f54726deb46d99d3d051a97b88554_295)] | | | [removed: [149](#iac0706c9bfe140a39c3a5973662d34e3_328)] [added: [149](#ica3f54726deb46d99d3d051a97b88554_295)] | | |

| [16. Form 10-K [removed: Summary](#iac0706c9bfe140a39c3a5973662d34e3_331)] [added: Summary](#ica3f54726deb46d99d3d051a97b88554_298)] | | | [removed: [149](#iac0706c9bfe140a39c3a5973662d34e3_331)] [added: [149](#ica3f54726deb46d99d3d051a97b88554_298)] | | |

[Index to Financial [removed: Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

This segment includes our master limited partnership (MLP), Phillips 66 Partners LP (Phillips 66 Partners), [removed: as well as] our 50% equity investment in DCP Midstream, LLC (DCP [removed: Midstream).][added: Midstream), and our 16% investment in NOVONIX Limited (NOVONIX), a company that develops technology and supplies materials for lithium-ion batteries.]

3)Refining—Refines crude oil and other feedstocks into petroleum products, such as gasoline, distillates and aviation fuels, [added: as well as renewable fuels,] at [removed: 13] [added: 12] refineries in the United States and Europe.

4)Marketing and Specialties (M&S)—Purchases for resale and markets refined petroleum [removed: products,] [added: products and renewable fuels,] mainly in the United States and Europe.

[Index to Financial [removed: Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

- NGL and Other—Transports, stores, fractionates, exports and markets [removed: NGL and] [added: NGL,] provides other fee-based processing services.

Phillips 66 Partners, headquartered in Houston, Texas, is a publicly traded MLP formed in [removed: 2013 to own, operate, develop] [added: 2013, which owns] and [removed: acquire] [added: operates] primarily fee-based midstream assets.

At December 31, [removed: 2020,] [added: 2021,] we owned [added: a noneconomic general partner interest and] 170 million Phillips 66 Partners common units, representing a 74% limited partner interest in Phillips 66 Partners, while the public owned a 26% limited partner interest and [removed: 13.8] [added: 13.5] million perpetual convertible preferred units.

| 2021 | | | | | | | | | | | | | | |

| [PART I](#ica3f54726deb46d99d3d051a97b88554_10) | | | | | |

| [Midstream](#ica3f54726deb46d99d3d051a97b88554_22) | | | [2](#ica3f54726deb46d99d3d051a97b88554_22) | | |

| [Chemicals](#ica3f54726deb46d99d3d051a97b88554_25) | | | [11](#ica3f54726deb46d99d3d051a97b88554_25) | | |

| [Refining](#ica3f54726deb46d99d3d051a97b88554_28) | | | [13](#ica3f54726deb46d99d3d051a97b88554_28) | | |

| [Competition](#ica3f54726deb46d99d3d051a97b88554_40) | | | [20](#ica3f54726deb46d99d3d051a97b88554_40) | | |

| [General](#ica3f54726deb46d99d3d051a97b88554_43) | | | [21](#ica3f54726deb46d99d3d051a97b88554_43) | | |

| [PART II](#ica3f54726deb46d99d3d051a97b88554_64) | | | | | |

| [6. \[Reserved\]](#ica3f54726deb46d99d3d051a97b88554_70) | | | [37](#ica3f54726deb46d99d3d051a97b88554_70) | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ica3f54726deb46d99d3d051a97b88554_2408) | | | [147](#ica3f54726deb46d99d3d051a97b88554_2408) | | |

| [PART III](#ica3f54726deb46d99d3d051a97b88554_274) | | | | | |

| [PART IV](#ica3f54726deb46d99d3d051a97b88554_292) | | | | | |

| [Signatures](#ica3f54726deb46d99d3d051a97b88554_304) | | | [154](#ica3f54726deb46d99d3d051a97b88554_304) | | |

It also includes our 16% investment in NOVONIX.

On October 26, 2021, we entered into a definitive merger agreement with Phillips 66 Partners to acquire all of the limited partner interests in Phillips 66 Partners not already owned by us on the closing date of the transaction.

The agreement provides for an all-stock transaction in which each outstanding Phillips 66 Partners common unitholder would receive 0.50 shares of Phillips 66 common stock for each Phillips 66 Partners common unit.

Phillips 66 Partners’ perpetual convertible preferred units would be converted into common units at a premium to the original issuance price prior to exchange for Phillips 66 common stock.

This merger is expected to close in March 2022, subject to customary closing conditions.

Upon closing, Phillips 66 Partners will become a wholly owned subsidiary of Phillips 66 and will no longer be a publicly traded partnership.

The marine export terminal has two deepwater docks with up to 800,000 barrels per day (BPD) of export capacity.

The pipeline began commercial operations in the fourth quarter of 2021 and is supported by long-term commitments.

In the first half of 2021, Phillips 66 Partners exited the Liberty Pipeline project and transferred its ownership interest in the joint venture to its co-venturer.

See the “Liberty Pipeline LLC (Liberty)” section of Note 6—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements, for additional information regarding the Liberty Pipeline project.

| C2G † | | | | | | Texas | | | | | | 100 | | | | | | 155 | | | | | | 135 | | |

| Powder River | | | | | | Wyoming/Colorado | | | | | | 100 | | | | | | 366 | | | | | | 16 | | |

See below for additional information regarding Sweeny Hub Assets.

This facility has been idled since December 2020.

- A 16% investment in NOVONIX, a company that develops technology and supplies materials for lithium-ion batteries.

See below for additional information regarding our investment in NOVONIX.

*Sweeny Hub Assets*

During the second half of 2021, we resumed construction of Frac 4 at the Sweeny Hub.

The 150,000-BPD fractionator is expected to be completed in the fourth quarter of 2022 and will increase Sweeny Hub fractionation capacity to 550,000 BPD.

The terminal can simultaneously load a propane vessel and a butane vessel, and has a combined LPG export capacity of 260,000 BPD.

*NOVONIX*

In September 2021, we acquired a 16% stake in NOVONIX, a Brisbane, Australia-based company that develops technology and supplies materials for lithium-ion batteries.

Our investment in NOVONIX’s ordinary shares traded on the Australian Securities Exchange supports an expansion of synthetic graphite production capacity at NOVONIX’s Chattanooga, Tennessee plant.

In January 2022, we signed a technology development agreement with NOVONIX to advance the production and commercialization of next-generation anode materials for lithium-ion batteries.

In February 2022, NOVONIX’s American Depositary Receipts started trading on the Nasdaq Stock Market.

During 2021, DCP Midstream completed expansion projects around its existing assets.

CPChem is growing its normal alpha olefins business with a second world-scale unit to produce 1-hexene, a critical component in high-performance polyethylene.

| 2020 | | | | | | | | | | | | | | |

| [PART I](#iac0706c9bfe140a39c3a5973662d34e3_10) | | | | | |

| [Midstream](#iac0706c9bfe140a39c3a5973662d34e3_22) | | | [2](#iac0706c9bfe140a39c3a5973662d34e3_22) | | |

| [Chemicals](#iac0706c9bfe140a39c3a5973662d34e3_28) | | | [11](#iac0706c9bfe140a39c3a5973662d34e3_28) | | |

| [Refining](#iac0706c9bfe140a39c3a5973662d34e3_31) | | | [13](#iac0706c9bfe140a39c3a5973662d34e3_31) | | |

| [Competition](#iac0706c9bfe140a39c3a5973662d34e3_40) | | | [20](#iac0706c9bfe140a39c3a5973662d34e3_40) | | |

| [General](#iac0706c9bfe140a39c3a5973662d34e3_43) | | | [20](#iac0706c9bfe140a39c3a5973662d34e3_43) | | |

| [PART II](#iac0706c9bfe140a39c3a5973662d34e3_64) | | | | | |

| [6. \[Removed and Reserved\]](#iac0706c9bfe140a39c3a5973662d34e3_2985) | | | [35](#iac0706c9bfe140a39c3a5973662d34e3_2985) | | |

| [PART III](#iac0706c9bfe140a39c3a5973662d34e3_307) | | | | | |

| [PART IV](#iac0706c9bfe140a39c3a5973662d34e3_325) | | | | | |

| [Signatures](#iac0706c9bfe140a39c3a5973662d34e3_337) | | | [154](#iac0706c9bfe140a39c3a5973662d34e3_337) | | |

We also own a noneconomic general partner interest.

The Beaumont Terminal in Nederland, Texas, is the largest terminal in the Phillips 66 portfolio.

In the fourth quarter of 2020, we completed construction of a new 200,000 barrels per day (BPD) dock at the Beaumont Terminal, bringing the terminal’s total dock capacity to 800,000 BPD.

At December 31, 2020, the terminal had total crude oil and refined petroleum product storage capacity of 16.8 million barrels.

The Gray Oak Pipeline transports up to 900,000 BPD of crude oil from the Permian and Eagle Ford to Texas Gulf Coast destinations that include Corpus Christi, Texas, and the Sweeny area, including our Sweeny Refinery.

The pipeline made its first commercial delivery in November 2019 and commenced full operations in the second quarter of 2020.

Phillips 66 Partners has a 42.25% effective ownership interest in the pipeline.

The first dock of the marine export terminal began crude oil export operations in July 2020.

The second dock commenced crude oil export operations in the fourth quarter of 2020.

The project is backed by long-term commitments and is expected to be completed in mid-2021.

The Liberty Pipeline joint venture was formed to transport crude oil from the Rockies and Bakken production areas to Cushing, Oklahoma.

Phillips 66 Partners holds a 50% interest in the joint venture.

In March 2020, Phillips 66 Partners deferred the Liberty Pipeline system project due to the challenging business environment.

In the third quarter of 2020, the project to develop and construct the Red Oak Pipeline system was canceled.

We hold a 50% interest in the joint venture that was pursuing this project.

In December 2020, we began the process to idle this facility and transfer operatorship to a co-venturer.

During 2020, Phillips 66 completed two new 150,000 BPD fractionators at the Sweeny Hub, bringing the site’s total fractionation capacity to 400,000 BPD.

Frac 2 and Frac 3 commenced commercial operations in September 2020 and October 2020, respectively.

The construction and development of Frac 4, a new 150,000 BPD fractionator at the Sweeny Hub, is expected to resume in the second half of 2021, after a temporary deferral announced in March 2020.

During the second quarter of 2020, Phillips 66 Partners completed the expansion of storage capacity at Clemens Caverns from 9 million barrels to 16.5 million barrels.

The terminal can simultaneously load two ships with refrigerated propane and butane at a combined rate of approximately 36,000 barrels per hour.

During 2020, DCP Midstream completed the following growth projects:

- The Cheyenne Connector was placed into service in the second quarter of 2020, adding 600 million cubic feet per day (MMcf/d) of residue gas takeaway and easing logistics constraints in the DJ Basin.

- The Front Range pipeline was expanded to a capacity of 260,000 BPD and the Texas Express pipeline was expanded to a capacity of 370,000 BPD in the second quarter of 2020.

- The Latham 2 offload was placed into service in the fourth quarter of 2020, adding up to 225 MMcf/d of incremental DJ Basin processing capacity.

In October 2020, CPChem announced its first U.S. commercial-scale production of circular polyethylene from recycled mixed-waste plastics at its Cedar Bayou facility and received International Sustainability and Carbon Certification PLUS (ISCC PLUS) certification for this location in November 2020.

CPChem is using advanced recycling technology to convert plastic waste to liquids that can become new petrochemicals.

CPChem’s circular polyethylene matches the performance and safety specifications of traditional polymers.

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| Greg C. Garland | | | Chairman and Chief Executive Officer | | | [removed: 63] [added: 64] | | |

| Robert A. Herman | | | Executive Vice President, Refining | | | [removed: 61] [added: 62] | | |

| [removed: Paula A. Johnson] [added: Vanessa L. Allen Sutherland] | | | Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary | | | [removed: 57] [added: 50] | | |

| Brian M. Mandell | | | Executive Vice President, Marketing and Commercial | | | [removed: 57] [added: 58] | | |

| Kevin J. Mitchell | | | Executive Vice President, Finance and Chief Financial Officer | | | [removed: 54] [added: 55] | | |

| Timothy D. Roberts | | | Executive Vice President, Midstream | | | [removed: 59] [added: 60] | | |

| [removed: Chukwuemeka A. Oyolu] [added: J. Scott Pruitt] | | | Vice President and Controller | | | [removed: 51] [added: 57] | | |

[removed: Johnson] [added: Allen Sutherland] is Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary of Phillips 66, a position she has held since [removed: October 2016.][added: January 2022.]

[removed: Oyolu] [added: Scott Pruitt] is Vice President and Controller of Phillips 66, a position he has held since [removed: December 2014.][added: August 2021.]

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| Mark E. Lashier | | | President and Chief Operating Officer | | | 60 | | |

On February 18, 2022.*

Mark E.

Lashier is President and Chief Operating Officer of Phillips 66, a position he has held since April 2021.

Previously, Mr. Lashier served as President and Chief Executive Officer of Chevron Phillips Chemical Company LLC from August 2017 to April 2021 after serving as Executive Vice President—Commercial since August 2015.

Vanessa L.

Ms. Sutherland previously served as Executive Vice President and Chief Legal Officer of Norfolk Southern Corporation from April 2020 to December 2021, Senior Vice President Government Relations and Chief Legal Officer from August 2019 to April 2020, Senior Vice President Law and Chief Legal Officer from April 2019 to August 2019, and Vice President Law from June 2018 to April 2019.

Prior to joining Norfolk Southern Corporation, Ms. Sutherland served as Chairman of the U.S. Chemical Safety and Hazard Investigation Board from August 2015 to June 2018.

J.

Mr. Pruitt previously served as General Auditor from September 2020 to August 2021 and Assistant Controller from May 2012 to September 2020.

On February 24, 2021.*

Paula A.

Ms. Johnson previously served as Executive Vice President, Legal, General Counsel and Corporate Secretary from May 2013 to October 2016.

Chukwuemeka A.

Mr. Oyolu previously served as General Manager, Planning and Optimization from February 2014 to December 2014 and General Manager, Finance for Refining, Marketing and Transportation from May 2012 to February 2014.

Phillips 66’s common stock is traded on the New York Stock Exchange under the symbol “PSX.” At January [removed: 29, 2021,] [added: 31, 2022,] the number of stockholders of record of our shares was [removed: 33,565, including Cede & Co. as nominee of the Depository Trust Company.][added: 31,692.]

[removed: ][added: ]

The above performance graph represents cumulative total stockholder return, which assumes reinvestment of dividends, of a $100 investment in [removed: the Company’s] [added: our] common stock, [removed: the company’s self-constructed peer group for the year ended December 31, 2020 (the New Peer Group), the company’s] [added: our] self-constructed peer group for the year ended December 31, [removed: 2019] [added: 2021] (the [removed: Old] Peer Group), and the S&P 500 Index, for the five years ended December 31, [removed: 2020.][added: 2021.]

We evaluate our peer group on an annual basis and believe the [removed: New] Peer Group [removed: more] closely aligns with [removed: the company’s] [added: our] size and lines of business.

The [removed: New] Peer Group consists of Delek US Holdings, Inc.; Dow Inc.; HollyFrontier Corporation; LyondellBasell Industries N.V.; Magellan Midstream Partners, L.P.; Marathon Petroleum Corporation; MPLX LP; [removed: Oneok,] [added: ONEOK,] Inc.; PBF Energy Inc.; Targa Resources Corp.; Valero Energy Corporation; Westlake Chemical Corporation; and The Williams Companies, Inc. Additionally, Andeavor was included as a peer for periods prior to its acquisition by Marathon Petroleum Corporation in October 2018.

As of December 31, [removed: 2020,] [added: 2021,] we had $2,514 million remaining [removed: on] [added: under] our existing share repurchase authorization, which has no expiration date.

The Old Peer Group was composed of Celanese Corporation; Delek US Holdings, Inc.; Eastman Chemical Co.; Enterprise Products Partners, LP; HollyFrontier Corporation; Huntsman Corporation; LyondellBasell Industries N.V.; Marathon Petroleum Corporation; Oneok, Inc.; PBF Energy Inc.; Targa Resources Corp.; Valero Energy Corporation; and Westlake Chemical Corporation.

Additionally, Andeavor was included as a peer for periods prior to its acquisition by Marathon Petroleum Corporation in October 2018.

[Index to Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)

During 2020, prior to the temporary suspension, we repurchased an aggregate of $443 million of our common stock in open market repurchases, which equated to 5.4 million shares with a weighted average price per share of $82.23.

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| [Reports of Independent Registered Public Accounting [removed: Firm](#iac0706c9bfe140a39c3a5973662d34e3_136)] [added: Firm](#ica3f54726deb46d99d3d051a97b88554_139) (PCAOB ID: 42)] | | | [removed: [80](#iac0706c9bfe140a39c3a5973662d34e3_136)] [added: [81](#ica3f54726deb46d99d3d051a97b88554_139)] | | |

| [Consolidated Financial Statements of Phillips [removed: 66:](#iac0706c9bfe140a39c3a5973662d34e3_142)] [added: 66:](#ica3f54726deb46d99d3d051a97b88554_145)] | | | | | |

| [Consolidated Statement [removed: of](#iac0706c9bfe140a39c3a5973662d34e3_145) [Operations](#iac0706c9bfe140a39c3a5973662d34e3_145) [for] [added: of Operations for] the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#iac0706c9bfe140a39c3a5973662d34e3_145)] [added: 2019](#ica3f54726deb46d99d3d051a97b88554_148)] | | | [removed: [85](#iac0706c9bfe140a39c3a5973662d34e3_145)] [added: [84](#ica3f54726deb46d99d3d051a97b88554_148)] | | |

| [Consolidated Statement of Comprehensive [removed: Income](#iac0706c9bfe140a39c3a5973662d34e3_151) [(Loss](#iac0706c9bfe140a39c3a5973662d34e3_151)[)](#iac0706c9bfe140a39c3a5973662d34e3_151) [for] [added: Income (Loss) for] the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#iac0706c9bfe140a39c3a5973662d34e3_151)] [added: 2019](#ica3f54726deb46d99d3d051a97b88554_151)] | | | [removed: [86](#iac0706c9bfe140a39c3a5973662d34e3_151)] [added: [85](#ica3f54726deb46d99d3d051a97b88554_151)] | | |

| [Consolidated Balance Sheet at December 31, [removed: 2020] [added: 2021] and [removed: 2019](#iac0706c9bfe140a39c3a5973662d34e3_154)] [added: 2020](#ica3f54726deb46d99d3d051a97b88554_154)] | | | [removed: [87](#iac0706c9bfe140a39c3a5973662d34e3_154)] [added: [86](#ica3f54726deb46d99d3d051a97b88554_154)] | | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#iac0706c9bfe140a39c3a5973662d34e3_160)] [added: 2019](#ica3f54726deb46d99d3d051a97b88554_157)] | | | [removed: [88](#iac0706c9bfe140a39c3a5973662d34e3_160)] [added: [87](#ica3f54726deb46d99d3d051a97b88554_157)] | | |

| [Consolidated Statement of Changes in Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#iac0706c9bfe140a39c3a5973662d34e3_166)] [added: 2019](#ica3f54726deb46d99d3d051a97b88554_160)] | | | [removed: [89](#iac0706c9bfe140a39c3a5973662d34e3_166)] [added: [88](#ica3f54726deb46d99d3d051a97b88554_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iac0706c9bfe140a39c3a5973662d34e3_169)] [added: Statements](#ica3f54726deb46d99d3d051a97b88554_163)] | | | [removed: [91](#iac0706c9bfe140a39c3a5973662d34e3_169)] [added: [90](#ica3f54726deb46d99d3d051a97b88554_163)] | | |

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control*—*Integrated Framework* (2013)*.* Based on this assessment, management concluded the company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] and their report is included herein.

Date: February [removed: 24, 2021][added: 18, 2022]

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

We have audited the accompanying consolidated balance sheets of Phillips 66 (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control-Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 24, 2021] [added: 18, 2022] expressed an unqualified opinion thereon.

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit [added: and finance] committee and that: (1) [removed: related] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing a separate opinion on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | | | | As discussed in Note 6 to the consolidated financial statements, the Company has investments in nonconsolidated entities accounted for using the equity method, totaling [removed: $13.0] [added: $12.8] billion as of December 31, [removed: 2020.] [added: 2021.] The carrying value of each equity method investment is evaluated for impairment when indicators of a loss in value below the carrying value exist, including a lack of sustained earnings or a deterioration of market conditions, among others. [removed: When there are indicators of impairment, the Company estimates the fair value of the equity method investment. Fair value is determined using various methods including the present value of expected cash flows using weighted average cost of capital (“discount rate”) and other assumptions. When the estimated fair value is lower than carrying value, the Company considers whether that impairment is other-than-temporary.] Auditing the Company’s impairment assessments [added: of whether an impairment indicator for its equity method investments exists] was complex and judgmental due to the estimation required in determining whether an investment had an indicator of [removed: impairment, the determination of fair value of the investment if an impairment was indicated, and to the extent that the estimated fair value is lower than carrying value, whether that impairment was other-than-temporary.] [added: impairment.] | | |

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| [added: Goodwill impairment] | | | [added: —] | | | [removed: Assessment of Goodwill Impairment] | | | [added: 387 | | | | | | — | | | | | | — | | | | | | (7.8) | | | | | | — | | |]

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

We have audited Phillips 66’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Phillips 66 (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and our report dated February [removed: 24, 2021,] [added: 18, 2022,] expressed an unqualified opinion thereon.

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| Years Ended December 31 | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Sales and other operating revenues | | | $ | [removed: 64,129] [added: 111,476] | | | | | [removed: 107,293] [added: 64,129] | | | | | | [removed: 111,461] [added: 107,293] | | |

| Equity in earnings of affiliates | | | [removed: 1,191] [added: 2,904] | | | | | | [removed: 2,127] [added: 1,191] | | | | | | [removed: 2,676] [added: 2,127] | | |

| Net gain on dispositions | | | [removed: 108] [added: 18] | | | | | | [removed: 20] [added: 108] | | | | | | [removed: 19] [added: 20] | | |

| Other income | | | [removed: 66] [added: 454] | | | | | | [removed: 119] [added: 66] | | | | | | [removed: 61] [added: 119] | | |

| Total Revenues and Other Income | | | [removed: 65,494] [added: 114,852] | | | | | | [removed: 109,559] [added: 65,494] | | | | | | [removed: 114,217] [added: 109,559] | | |

| Purchased crude oil and products | | | [removed: 57,707] [added: 102,102] | | | | | | [removed: 95,529] [added: 57,707] | | | | | | [removed: 97,930] [added: 95,529] | | |

| Operating expenses | | | [removed: 4,563] [added: 5,147] | | | | | | [removed: 5,074] [added: 4,563] | | | | | | [removed: 4,880] [added: 5,074] | | |

| Selling, general and administrative expenses | | | [removed: 1,544] [added: 1,744] | | | | | | [removed: 1,681] [added: 1,544] | | | | | | [removed: 1,677] [added: 1,681] | | |

| Depreciation and amortization | | | [removed: 1,395] [added: 1,605] | | | | | | [removed: 1,341] [added: 1,395] | | | | | | [removed: 1,356] [added: 1,341] | | |

| [Report of Management](#ica3f54726deb46d99d3d051a97b88554_136) | | | [80](#ica3f54726deb46d99d3d051a97b88554_136) | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s equity method impairment review process, including controls over the identification of factors that may indicate an equity method investment is impaired. In order to test whether an impairment was indicated, we tested the Company’s qualitative evaluation of the presence, or lack of, impairment indicators for its equity method investments. This included, but was not limited to, an evaluation of the investments’ earnings history and sustainability under current and expected market conditions. We exercised professional judgment based on our knowledge of the industry and the investee’s business to assess the appropriateness of the management’s qualitative evaluation. For example, we performed inquiries of management, considered historical operating results of the investments being analyzed, their projected recovery periods, and current and expected market conditions affecting their results. We performed an independent assessment using both internally and externally available information, such as public share prices (where available), throughputs, refining margins as well as future price and demand forecasts. In addition to that, we evaluated management's ability to accurately forecast future operating income by comparing actual results to management's historical forecasts. | | |

February 18, 2022

February 18, 2022

| | | | | | |

| Unrealized investment gain | | | (365) | | | | | | — | | | | | | — | | |

| Repurchase of noncontrolling interests | | | (24) | | | | | | — | | | | | | — | | |

| Net income | | | — | | | — | | | — | | | 1,317 | | | — | | | 277 | | | 1,594 | | |

| Repurchase of noncontrolling interests | | | — | | | — | | | — | | | (2) | | | — | | | (21) | | | (23) | | |

| December 31, 2021 | | | $ | 7 | | 20,504 | | | (17,116) | | | 16,216 | | | (445) | | | 2,471 | | | 21,637 | | |

| December 31, 2021 | | | | | | | | | 650,026,318 | | | 211,771,827 | | |

| 2021 | | | | | | | | | 3.62 | | | | | |

| | | | | | |

When we have a legal obligation to incur costs to retire an asset, we record a liability in the period in which the obligation was incurred provided that a reasonable estimate of fair value can be made.

If a reasonable estimate of fair value cannot be made at the time the obligation arises, we record the liability when sufficient information is available to estimate its fair value.

Our practice is to keep our refining and other processing assets in good operating condition through routine repair and maintenance of component parts in the ordinary course of business and by continuing to make improvements based on technological advances.

As a result, we believe that generally these assets have no expected retirement dates for purposes of estimating asset retirement obligations since the dates or ranges of dates upon which we would retire these assets cannot be reasonably estimated at this time.

We will recognize liabilities for these obligations in the period when sufficient information becomes available to estimate a date or range of potential retirement dates.

Environmental Costs

Effective October 1, 2021, we adopted ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” These pronouncements provide temporary optional expedients and exceptions to the current guidance on contracts, hedge relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform.

Amendments in ASU 2021-01 further clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

These pronouncements were effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022.

The adoption of these pronouncements did not impact our consolidated financial statements.

| | | | $ | 3,394 | | | | | 3,893 | | |

For the year ended December 31, 2021, LIFO inventory liquidations decreased net income by $101 million.

| | | | $ | 14,471 | | | | | 13,624 | | |

In 2020, the trial court presiding over litigation regarding the Dakota Access Pipeline ordered the U.S. Army Corps of Engineers (USACE) to prepare an Environmental Impact Statement (EIS) relating to an easement under Lake Oahe in North Dakota and later vacated the easement.

Although the easement has been vacated, the USACE has indicated that it will not take action to stop pipeline operations while it proceeds with the EIS, which is expected to be completed in the second half of 2022.

In May 2021, the court denied a request for an injunction to shut down the pipeline while the EIS is being prepared and, in June 2021, dismissed the litigation.

It is possible that the litigation could be reopened or new litigation challenging the EIS, once completed, could be filed.

In September 2021, Dakota Access filed a writ of certiorari, requesting the U.S. Supreme Court to review the lower court’s judgment that ordered the EIS and vacated the easement.

We have a basis difference for our investment in DCP Midstream because the carrying value of our investment is lower than our share of DCP Midstream’s recorded net assets.

This basis difference was the result of impairment charges recorded on our investment in 2020 and 2019.

We own a 50% voting interest and a 48% economic interest in this joint venture.

- Liberty Pipeline LLC (Liberty)—In the first quarter of 2021, Phillips 66 Partners’ decision to exit the Liberty Pipeline project resulted in a $198 million before-tax impairment of its investment in Liberty.

The impairment is included in the “Impairments” line item on our consolidated statement of operations for the year ended December 31, 2021.

In April 2021, Phillips 66 Partners transferred its ownership interest in Liberty to its co-venturer for cash and certain pipeline assets with a value that approximated its book value of $46 million at March 31, 2021.

See Note 9—Impairments, and Note 16—Fair Value Measurements, for additional information regarding the impairment and the techniques used to determine the fair value of Phillips 66 Partners’ investment in Liberty.

In September 2021, we acquired 78 million ordinary shares in NOVONIX Limited (NOVONIX), representing a 16% ownership interest, for $150 million.

These ordinary shares are traded on the Australian Securities Exchange.

| [Report of Management](#iac0706c9bfe140a39c3a5973662d34e3_133) | | | [79](#iac0706c9bfe140a39c3a5973662d34e3_133) | | |

| [Supplementary Information](#iac0706c9bfe140a39c3a5973662d34e3_295) | | | | | |

| [Selected Quarterly Financial Data (Unaudited)](#iac0706c9bfe140a39c3a5973662d34e3_295) | | | [146](#iac0706c9bfe140a39c3a5973662d34e3_295) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s equity method impairment review process, including controls over the identification of factors that may indicate an equity method investment is impaired, and as necessary, the subsequent determination of fair value and assessment of whether indicated impairments are other-than-temporary. In order to test whether an impairment was indicated, we tested the Company’s evaluation of quoted market prices, if available, and the investments’ earnings history and sustainability under current and expected market conditions. When impairment indicators were present, we performed audit procedures that included, among others, assessing the methodologies used by management to determine fair value, testing the significant assumptions, including projected revenues, operating expenses and discount rate, and the underlying data used by the Company in its analyses. For example, we compared the estimated cash flows used within the assessment to current operating results and future expected economic trends. We also performed sensitivity analyses of significant assumptions to evaluate the impact of changes in significant assumptions to management’s fair value estimate and recalculated management’s estimate. Lastly, we evaluated management’s determination as to whether an indicated impairment was other than temporary, considering factors such as the duration and magnitude of the decline in value. | | |

| *Description of the Matter* | | | | | | As discussed in Note 9 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the asset might be impaired. During the first quarter of 2020, due to the impacts of the COVID-19 pandemic, the Company identified a triggering event and performed an interim quantitative goodwill impairment test for all its reporting units. The fair value of the reporting units was determined using various methods including quoted market prices, the present value of expected cash flows using weighted average cost of capital (“discount rate”) and other assumptions, as well as market multiples based on comparable entities applied to forecasted earnings. As a result of the Company’s test, it was determined that the refining reporting unit goodwill was fully impaired and an impairment charge of $1.8 billion was recorded. Auditing management’s goodwill impairment tests was complex and highly judgmental due to the significant estimation required to determine the fair value of the Company’s reporting units. In particular, the fair value estimates were sensitive to significant assumptions, including projected gross margins, operating expenses, capital expenditures and discount rate which are affected by expectations about future market, industry and economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company in its analyses. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company’s business environment would affect the significant assumptions. For example, we compared the significant assumptions used in the expected cash flows to recent operating results and expected economic trends. We performed sensitivity analyses of certain significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. We also involved our internal valuation specialists to assist in our evaluation of the significant assumptions and methodologies used by the Company in developing the fair value estimates. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. | | |

| | | | | | | Impairment of Certain Long-Lived Assets | | |

| *Description of the Matter* | | | | | | As discussed in Note 9 to the consolidated financial statements, in connection with the Company’s announcement to reconfigure the San Francisco Refinery to produce renewable fuels, the Company assessed the recoverability of the San Francisco Refinery asset group and concluded that the carrying value of the asset group was not recoverable. The Company determined the fair value of these assets, utilizing a combination of replacement cost estimates and comparable market transactions, and recorded a $1.0 billion impairment charge. Auditing management’s impairment measurement was complex and judgmental due to the significant estimation required in determining the fair value of the asset group. In particular, judgment is required in order to assess significant assumptions including replacement cost as adjusted for physical deterioration and economic obsolescence, as well as the determination of comparable market transactions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s long-lived asset impairment process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Company’s San Francisco Refinery asset group, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies utilized and testing the key assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to industry data, economic trends, and comparable market information. We also involved our internal valuation specialists to assist in our evaluation of the significant assumptions and methodologies used by the Company in developing the fair value estimates. | | |

February 24, 2021

February 24, 2021

| Curtailment gain | | | — | | | | | | — | | | | | | 5 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2017 | | | $ | 6 | | 19,768 | | | (10,378) | | | 16,306 | | | (617) | | | 2,343 | | | 27,428 | | |

| Cumulative effect of accounting changes | | | — | | | — | | | — | | | 36 | | | — | | | 13 | | | 49 | | |

| Net income | | | — | | | — | | | — | | | 5,595 | | | — | | | 278 | | | 5,873 | | |

| Issuance of Phillips 66 Partners LP common units | | | — | | | 42 | | | — | | | — | | | — | | | 73 | | | 115 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2017 | | | | | | | | | 643,835,464 | | | 141,565,145 | | |

| Repurchase of common stock | | | | | | | | | — | | | 5,381,021 | | |

| 2018 | | | | | | | | | $ | 3.10 | | | | |

The fair values of legal obligations to retire and remove long-lived assets are recorded in the period in which the obligations arise.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | $ | 3,893 | | | | | 3,776 | | |

| | | | $ | 13,624 | | | | | 14,571 | | |

The pipeline commenced full operations in the second quarter of 2020.

These senior notes are not guaranteed by Phillips 66 Partners or any of its co-venturers.

Net proceeds from the offering were used to repay a third-party term loan of $1,379 million, and for general company purposes.

Concurrent with the full repayment of the third-party term loan facility, the associated equity contribution agreement was terminated and Phillips 66 Partners no longer has its proportionate exposure under this equity contribution agreement.

During its development phase, Gray Oak Pipeline, LLC was considered a VIE because it did not have sufficient equity at risk to fully fund the construction of all assets required for principal operations.

We determined we were not the primary beneficiary because we and our co-venturers jointly directed the activities of Gray Oak Pipeline, LLC that most significantly impacted economic performance.

Gray Oak Pipeline, LLC ceased being a VIE after the commencement of full operations in the second quarter of 2020.

In March 2020, the trial court presiding over this litigation ordered the USACE to prepare an Environmental Impact Statement (EIS) and requested additional information to enable a decision on whether the Dakota Access Pipeline should be shut down while the EIS is being prepared.

In July 2020, the trial court ordered the Dakota Access Pipeline to be shut down and emptied of crude oil within 30 days and that the pipeline should remain shut down pending the preparation of the EIS by the USACE, which the USACE has indicated is expected to take approximately 13 months.

As of December 31, [removed: 2020,] [added: 2021,] with the participation of management, our Chairman and Chief Executive Officer and our Executive Vice President, Finance and Chief Financial Officer carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act).

Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President, Finance and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, [removed: 2020.][added: 2021.]

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, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Index to Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)

PART III

Not applicable.

[Index to Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)

PART III

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 [removed: 12, 2021,] [added: 11, 2022,] which will be filed within 120 days after December 31, [removed: 2020 (2021] [added: 2021 (2022] Definitive Proxy Statement).*

The information required by Item 11 of Part III is incorporated herein by reference from our [removed: 2021] [added: 2022] Definitive Proxy Statement.*

The information required by Item 12 of Part III is incorporated herein by reference from our [removed: 2021] [added: 2022] Definitive Proxy Statement.*

The information required by Item 13 of Part III is incorporated herein by reference from our [removed: 2021] [added: 2022] Definitive Proxy Statement.*

The information required by Item 14 of Part III is incorporated herein by reference from our [removed: 2021] [added: 2022] Definitive Proxy Statement.*

Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our [removed: 2021] [added: 2022] Definitive Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.*

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| (a) | | | 1. | | | Financial Statements and Supplementary Data The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page [removed: 78,] [added: 79,] are filed as part of this Annual Report on Form 10-K. | | |

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| [4.2](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex43.htm) | | | | | | [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 [removed: Phillips](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex43.htm) [66](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex43.htm).] [added: Phillips 66](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex43.htm).] | | | 10-12B/A | | | 4.3 | | | 04/05/2012 | | | 001-35349 | | | | | |

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1534701/000114420418012237/tv487456_ex4-2.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm)] | | | | | | [Form of the terms of [removed: Floating Rate] [added: 3.300%] Senior Notes due [removed: February 2021](https://www.sec.gov/Archives/edgar/data/1534701/000114420418012237/tv487456_ex4-2.htm).] [added: 2052](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm).] | | | 8-K | | | 4.2 | | | [removed: 03/01/2018] [added: 11/15/2021] | | | 001-35349 | | | | | |

| [removed: [4.9](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/exhibit_4x11.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/exhibit_4x11.htm)] | | | | | | [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](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/exhibit_4x11.htm). | | | 8-K | | | 4.1 | | | 04/09/2020 | | | 001-35349 | | | | | |

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2023xnotes.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2023xnotes.htm)] | | | | | | [Form of the terms of 3.700% Senior Notes due 2023](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2023xnotes.htm). | | | 8-K | | | 4.2 | | | 04/09/2020 | | | 001-35349 | | | | | |

| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm)] | | | | | | [Form of the terms of 3.850% Senior Notes due 2025](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm). | | | 8-K | | | 4.3 | | | 04/09/2020 | | | 001-35349 | | | | | |

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000097/psx-june2020notesxterm.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000097/psx-june2020notesxterm.htm)] | | | | | | [Form of the terms of 2.150% Senior Notes due 2030](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000097/psx-june2020notesxterm.htm). | | | 8-K | | | 4.3 | | | 06/10/2020 | | | 001-35349 | | | | | |

| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit42.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm)] | | | | | | [Form of the terms of [removed: Floating Ra](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit42.htm)[te] [added: 1.300%] Senior Notes due [removed: 2024](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit42.htm).] [added: 2026](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm).] | | | 8-K | | | [removed: 4.2] [added: 4.4] | | | 11/18/2020 | | | 001-35349 | | | | | |

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm)] | | | | | | [Form of the terms of 0.900% Senior Notes due 2024](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm). | | | 8-K | | | 4.3 | | | 11/18/2020 | | | 001-35349 | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000075/psx2020termloan.htm)[1](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000075/psx2020termloan.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000099/psx-arcreditagreemente.htm)] | | | | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement dated as of [removed: March 19, 2020,] [added: July 30, 2019,] among Phillips 66, Phillips 66 Company, the lenders party thereto, [removed: Mizuho] [added: and JPMorgan Chase] Bank, [removed: Ltd.,] [added: N.A.,] as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000075/psx2020termloan.htm)[.](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000075/psx2020termloan.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000099/psx-arcreditagreemente.htm).] | | | 8-K | | | 10.1 | | | [removed: 03/24/2020] [added: 08/01/2019] | | | 001-35349 | | | | | |

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm)] | | | | | | [Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of May 1, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm). | | | 10-Q | | | 10.14 | | | 08/03/2012 | | | 001-35349 | | | | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm)] | | | | | | [First Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of December 31, 2017](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm). | | | 10-K | | | 10.6 | | | 02/23/2018 | | | 001-35349 | | | | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm)] | | | | | | [Second Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of June 1, 2018](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm). | | | 10-Q | | | 10.1 | | | 07/27/2018 | | | 001-35349 | | | | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm)] | | | | | | [Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm). | | | 8-K | | | 10.1 | | | 05/01/2012 | | | 001-35349 | | | | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm)] | | | | | | [Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm). | | | 8-K | | | 10.2 | | | 05/01/2012 | | | 001-35349 | | | | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex103.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm)] | | | | | | [removed: [Tax Sharing] [added: [Transition Services] Agreement between ConocoPhillips and Phillips 66, dated April 26, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex103.htm).] [added: 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm).] | | | 8-K | | | [removed: 10.3] [added: 10.5] | | | 05/01/2012 | | | 001-35349 | | | | | |

| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm)] | | | | | | [Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm). | | | 8-K | | | 10.4 | | | 05/01/2012 | | | 001-35349 | | | | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm)] | | | | | | [Amendment to the Employee Matters Agreement by and between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm). | | | 10-Q | | | 10.1 | | | 05/02/2013 | | | 001-35349 | | | | | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/1534701/000119312513127542/d473113ddef14a.htm#toc473113_25)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1534701/000119312513127542/d473113ddef14a.htm#toc473113_25)] | | | | | | [2013 Omnibus Stock and Performance Incentive Plan of Phillips 66](https://www.sec.gov/Archives/edgar/data/1534701/000119312513127542/d473113ddef14a.htm#toc473113_25). | | | DEF14A | | | App. A | | | 03/27/2013 | | | 001-35349 | | | | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1015.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1015.htm)] | | | | | | [Phillips 66 Key Employee Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1015.htm). | | | 10-Q | | | 10.15 | | | 08/03/2012 | | | 001-35349 | | | | | |

[Index to [removed: Financial Statements](#iac0706c9bfe140a39c3a5973662d34e3_130)][added: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)]

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1018kesrpfirstamendment.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1018kesrpfirstamendment.htm)] | | | | | | [First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1018kesrpfirstamendment.htm). | | | 10-K | | | 10.18 | | | 02/22/2013 | | | 001-35349 | | | | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1534701/000153470116000153/psx-2016630_ex101.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1534701/000153470116000153/psx-2016630_ex101.htm)] | | | | | | [Phillips 66 Amended and Restated Executive Severance Plan](http://www.sec.gov/Archives/edgar/data/1534701/000153470116000153/psx-2016630_ex101.htm). | | | 10-Q | | | 10.1 | | | 07/29/2016 | | | 001-35349 | | | | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1017.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1017.htm)] | | | | | | [Phillips 66 Deferred Compensation Plan for Non-Employee Directors](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1017.htm). | | | 10-Q | | | 10.17 | | | 08/03/2012 | | | 001-35349 | | | | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1018.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1018.htm)] | | | | | | [Phillips 66 Key Employee Deferred Compensation Plan-Title I](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1018.htm). | | | 10-Q | | | 10.18 | | | 08/03/2012 | | | 001-35349 | | | | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1019.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1019.htm)] | | | | | | [Phillips 66 Key Employee Deferred Compensation Plan-Title II](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1019.htm). | | | 10-Q | | | 10.19 | | | 08/03/2012 | | | 001-35349 | | | | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1024kedcpfirstamendment.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1024kedcpfirstamendment.htm)] | | | | | | [First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1024kedcpfirstamendment.htm). | | | 10-K | | | 10.24 | | | 02/22/2013 | | | 001-35349 | | | | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1020.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1020.htm)] | | | | | | [Phillips 66 Defined Contribution Make-Up Plan Title I](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1020.htm). | | | 10-Q | | | 10.20 | | | 08/03/2012 | | | 001-35349 | | | | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1026phillips66-dcmptitlei.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1026phillips66-dcmptitlei.htm)] | | | | | | [Phillips 66 Defined Contribution Make-Up Plan Title II](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1026phillips66-dcmptitlei.htm). | | | 10-K | | | 10.26 | | | 02/22/2013 | | | 001-35349 | | | | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000072/psx-2019331_ex101.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000072/psx-2019331_ex101.htm)] | | | | | | [First Amendment to the Phillips 66 Defined Contribution Make-Up Plan Title II](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000072/psx-2019331_ex101.htm). | | | 10-Q | | | 10.1 | | | 04/30/2019 | | | 001-35349 | | | | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1027restatedphillips66key.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1027restatedphillips66key.htm)] | | | | | | [Phillips 66 Key Employee Change in Control Severance Plan](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1027restatedphillips66key.htm). | | | 10-K | | | 10.27 | | | 02/22/2013 | | | 001-35349 | | | | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/1534701/000118143113057918/rrd393950_40153.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1534701/000118143113057918/rrd393950_40153.htm)] | | | | | | [First Amendment to Phillips 66 Key Employee Change in Control Severance Plan, Effective October 2, 2015](http://www.sec.gov/Archives/edgar/data/1534701/000118143113057918/rrd393950_40153.htm). | | | 8-K | | | 10.1 | | | 11/08/2013 | | | 001-35349 | | | | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1023.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1023.htm)] | | | | | | [Annex to the Phillips 66 Nonqualified Deferred Compensation Arrangements](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1023.htm). | | | 10-Q | | | 10.23 | | | 08/03/2012 | | | 001-35349 | | | | | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1031.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1031.htm)] | | | | | | [Form of Stock Option Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1031.htm). | | | 10-K | | | 10.31 | | | 02/21/2020 | | | 001-35349 | | | | | |

| [removed: [10.30](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1032.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1032.htm)] | | | | | | [Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1032.htm). | | | 10-K | | | 10.32 | | | 02/21/2020 | | | 001-35349 | | | | | |

| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1033.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1033.htm)] | | | | | | [Form of Performance Share Unit Award Agreement under the 2013 Omnibus Stock and Performance Incentive Plan of Phillips 66](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex1033.htm). | | | 10-K | | | 10.33 | | | 02/21/2020 | | | 001-35349 | | | | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000074/psx-20201231_ex21.htm)*] [added: [21](https://www.sec.gov/Archives/edgar/data/1534701/000153470122000078/psx-20211231_ex21.htm)*] | | | | | | [List of Subsidiaries of Phillips [removed: 66](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000074/psx-20201231_ex21.htm).] [added: 66](https://www.sec.gov/Archives/edgar/data/1534701/000153470122000078/psx-20211231_ex21.htm).] | | | | | | | | | | | | | | | | | |

| [removed: [22](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000074/psx-20201231_ex22.htm)*] [added: [22](https://www.sec.gov/Archives/edgar/data/1534701/000153470122000078/psx-20211231_ex22.htm)*] | | | | | | [List of Guarantor [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000074/psx-20201231_ex22.htm).] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1534701/000153470122000078/psx-20211231_ex22.htm).] | | | | | | | | | | | | | | | | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000074/psx-20201231_ex23.htm)*] [added: [23](https://www.sec.gov/Archives/edgar/data/1534701/000153470122000078/psx-20211231_ex23.htm)*] | | | | | | [Consent of Ernst & Young LLP, independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000074/psx-20201231_ex23.htm).] [added: firm](https://www.sec.gov/Archives/edgar/data/1534701/000153470122000078/psx-20211231_ex23.htm).] | | | | | | | | | | | | | | | | | |

| [2.2](https://www.sec.gov/Archives/edgar/data/0001534701/000153470121000192/phoenix-agreementandplanof.htm) | | | | | | [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](https://www.sec.gov/Archives/edgar/data/0001534701/000153470121000192/phoenix-agreementandplanof.htm)[.](https://www.sec.gov/Archives/edgar/data/0001534701/000153470121000192/phoenix-agreementandplanof.htm) | | | 8-K | | | 2.1 | | | 10/27/2021 | | | 001-35349 | | | | | |

| [10.5](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000106/psx-2021331_ex101.htm) | | | | | | [Third Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000106/psx-2021331_ex101.htm). | | | 10-Q | | | 10.1 | | | 04/30/2021 | | | 001-35349 | | | | | |

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| /s/ Denise R. Cade | | | | | | Director | | |

| *Denise R. Cade* | | | | | | | | |

| /s/ Douglas T. Terreson | | | | | | Director | | |

| *Douglas T. Terreson* | | | | | | | | |

| [4.15](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm) | | | | | | [Form of the terms of 1.300% Senior Notes due 2026](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm). | | | 8-K | | | 4.4 | | | 11/18/2020 | | | 001-35349 | | | | | |

| [10.2](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000078/p66masternewlenderagre.htm) | | | | | | [Master New Lender Agreement dated as of April 6, 2020, among Phillips 66, Phillips 66 Company, the lenders party thereto, Mizuho Bank, Ltd., as administrative agent](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000078/p66masternewlenderagre.htm)[.](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000078/p66masternewlenderagre.htm) | | | 8-K | | | 10.1 | | | 04/07/2020 | | | 001-35349 | | | | | |

| [10.3](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000120/psx-2020630ex102.htm) | | | | | | [First Amendment to Credit Agreement dated as of June 10, 2020, by and among Phillips 66, Phillips 66 Company, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000120/psx-2020630ex102.htm)[.](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000120/psx-2020630ex102.htm) | | | 10-Q | | | 10.2 | | | 07/31/2020 | | | 001-35349 | | | | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000160/termloanamendmentexfor.htm) | | | | | | [Second Amendment to Credit Agreement dated as of November 20, 2020, by and among Phillips 66, Phillips 66 Company, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000160/termloanamendmentexfor.htm). | | | 8-K | | | 10.1 | | | 11/23/2020 | | | 001-35349 | | | | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000099/psx-arcreditagreemente.htm) | | | | | | [Amended 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](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000099/psx-arcreditagreemente.htm). | | | 8-K | | | 10.1 | | | 08/01/2019 | | | 001-35349 | | | | | |

| [10.14](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm) | | | | | | [Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm). | | | 8-K | | | 10.5 | | | 05/01/2012 | | | 001-35349 | | | | | |

| /s/ Harold W. McGraw III | | | | | | Director | | |

| *Harold W. McGraw III* | | | | | | | | |

| /s/ Victoria J. Tschinkel | | | | | | Director | | |

| *Victoria J. Tschinkel* | | | | | | | | |