Phillips 66 (PSX) 10-K risk factor changes: FY2022 vs FY2021

[removed: The Coronavirus Disease 2019 (COVID-19) pandemic resulted in a significant decrease in demand for many of our products] [added: Public health crises, epidemics] and [removed: has] [added: pandemics, such as the COVID-19 pandemic have] had and could continue to have a material adverse effect on our business.

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, [removed: particularly our Refining segment.][added: as the demand for crude oil, gasoline, jet fuel, diesel fuel and other refined products was significantly reduced.]

As we cannot predict the duration or scope of [removed: COVID-19 or] any [added: public health crisis, epidemic or] 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 [removed: the pandemic,] [added: such events,] including the virulence [removed: and spread] of [removed: different strains of a virus and] the [removed: level and] [added: infection, the] timing of vaccine development and distribution across the world and [removed: their] [added: its] impact on economic [removed: recovery and growth,] [added: recovery,] the extent of imposed or recommended containment and mitigation measures and their impact on our operations, and the general economic consequences of [added: public health crises, epidemics and pandemics, such as] the [added: COVID-19] pandemic.

To the extent [removed: the COVID-19 pandemic or other widespread] [added: any] public health [removed: crises] [added: crisis, epidemic or pandemic] 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.

[Index to [removed: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

The natural gas gathered, processed, transported, sold and stored by [removed: DCP Midstream] [added: us] is delivered into pipelines for further delivery to end-users, including fractionation facilities.

Commodity prices, including when ethane prices are low relative to natural gas prices, can also negatively impact throughput volumes of NGL transported, fractionated and [removed: stored by DCP Midstream.][added: stored.]

Additionally, [removed: DCP Midstream’s] revenues and cash flows can increase or decrease as the price of natural gas and NGL 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.

In order to maintain or increase throughput levels on [removed: its] [added: our] gathering and transportation pipeline systems and NGL pipelines and the asset utilization rates at [removed: its] [added: our] natural gas processing plants, [removed: DCP Midstream] [added: we] must continually obtain new supplies.

If [removed: DCP Midstream is] [added: we are] not able to obtain new supplies of natural gas to replace the natural decline in volumes from existing wells or because of competition, throughput on [removed: its] [added: our] pipelines and the utilization rates of [removed: its] [added: our] treating and processing facilities would decline.

This could have a material adverse effect on [removed: its] [added: our] business, results of operations, financial position and cash flows, and [removed: its] [added: our] ability to make cash [removed: distributions to us.][added: distributions.]

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, [added: restrictive governmental regulation] or other natural or man-made disasters, such as geopolitical conflicts and acts of terrorism, including cyber intrusion.

[removed: Market] [added: Volatility in market] demand for [removed: transportation] [added: our petrochemical] and [added: plastics products and] midstream [added: transportation] services and the risk of overbuild [added: in these industries] could negatively impact the results of operations of our [removed: Midstream business.][added: businesses.]

We and our equity affiliates have made and continue to make significant investments [removed: in new infrastructure projects] to meet market [removed: demand.][added: demand for our products and services, such as investments in midstream infrastructure and construction of new petrochemicals facilities.]

Similar investments have been made, and additional investments may be made in the future, by us, our competitors or by new entrants to the markets [added: and industries] we serve.

The success of these investments largely depends on the realization of anticipated market demand, and these projects typically require significant development periods, during which time demand for [removed: such infrastructure] [added: our products or services] may change, or additional investments by competitors may be [removed: made.][added: made that could result in an overbuild of supply.]

Any of these or other competitive forces could materially adversely affect our results of operations, financial position or cash flows, as well as our [removed: ability to pay cash distributions.][added: return on capital employed.]

Plans we or our joint ventures may have to expand or construct [removed: assets,] [added: assets or develop new technologies,] and plans for our 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.

For example, the construction or expansion of pipelines can involve numerous regulatory, [added: permitting,] environmental, political, and legal uncertainties, many of which are beyond our control.

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

Delays or cost increases related to capital spending programs [added: or the inability to complete growth projects] could negatively impact our [added: reputation,] results of operations, cash flows and our return on capital employed.

The potential physical effects of climate change and severe [removed: weather] [added: weather, as well as other chronic physical effects such as water shortages and rising sea levels,] on our operations are highly uncertain and depend upon the unique geographic and environmental factors present.

[removed: Due] [added: For example, due] to significant damages from Hurricane Ida, we shut down the Alliance [removed: Refinery in connection with plans to convert it to a terminal.][added: Refinery.]

CPChem also operates facilities on the Gulf Coast and has had to temporarily shut down sites [added: in the past] as a result of hurricanes.

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

The operation of refineries, power plants, fractionators, pipelines, [removed: terminals] [added: terminals, gas processing facilities] and vessels is inherently subject to the risks of spills, discharges or other inadvertent releases of petroleum or hazardous substances.

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

If sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs, [added: if we purchase RINs that are ultimately determined to be invalid,] or if we are otherwise unable to meet the EPA’s 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 fuel for sale in the United States.

[removed: We] [added: While 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 [removed: merit.][added: 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.]

[removed: Additionally, any] [added: 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.

Our information technology and infrastructure, or information technology and infrastructure of our third-party service providers (e.g., cloud-based service providers), may be vulnerable to attacks by malicious actors or breached due to human error, malfeasance or other [removed: disruptions.][added: disruptions, including ransomware and other malware, phishing and social engineering schemes.]

[removed: The GDPR and CCPA, as well as other] [added: Existing] data privacy [added: laws, or any] laws that may become applicable to our business, pose increasingly complex compliance challenges and potentially elevate our costs.

We conduct some of our operations, including parts of our Midstream, Refining and Marketing and [removed: Specialities] [added: Specialties] (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 [removed: acts] [added: serves] as the [added: managing member of the] general partner of a publicly traded [removed: MLP, Phillips 66 Partners,] [added: master limited partnership (MLP), DCP LP,] which may [removed: involve a greater] [added: increase our] exposure to legal [removed: liability than our historic business operations,] [added: liability,] including with respect to [removed: the] [added: our] pending acquisition [removed: by us] of [removed: all of] the publicly held [removed: limited partner interests in Phillips 66 Partners (the Merger).][added: common units of DCP LP.]

Our control of the [removed: general partner] [added: activities] of [removed: Phillips 66 Partners] [added: DCP LP] may increase the possibility that we could be subject to claims of breach of fiduciary duties, including claims of conflicts of interest, related to [removed: Phillips 66 Partners.][added: DCP LP.]

While we will evaluate and defend against any [removed: actions] [added: lawsuits] vigorously, [added: an unfavorable resolution of any such lawsuit could delay or prevent] the [added: consummation of this transaction and the] costs of the defense of such lawsuits and other effects of such [removed: litigation] [added: lawsuits] could have a material adverse effect on our [removed: future business,] financial condition, results of operations and cash flows.

Investor sentiment towards climate change, fossil fuels and sustainability could adversely affect our business, the market price for our common stock and our access to [removed: capital markets.][added: and cost of capital.]

If these efforts are successful, our stock [removed: price and] [added: price,] our ability to access capital markets [added: and our cost of capital] may be negatively impacted.

Members of the investment community are also increasing their focus on sustainability practices, including practices related to GHG [removed: and] [added: emissions,] climate change, [removed: in the energy industry.][added: diversity and inclusion, environmental justice and other sustainability-related matters.]

Sustained or prolonged declines in commodity prices and margins for our products may adversely affect our results of operations, liquidity, access to the capital markets, and our ability to fund our capital priorities, including share repurchases and dividends.

Additionally, the availability of natural gas and electricity necessary to operate our assets can be affected by weather, pipeline interruptions, grid outages, and logistics disruptions, which may also cause us to temporarily curtail or shut down operations.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

For example, we are in the process of converting our San Francisco refinery into a renewable fuels facility to meet growing demand for renewable fuels.

In addition, our Energy Research & Innovation organization works to develop new technologies focused on advancing our business, including renewable fuels research and energy transition programs.

Our efforts to research and develop new technologies is subject to a multitude of factors and conditions, many of which are out of our control.

Examples of such factors include evolving government regulation, the pace of changes in technology, the successful development and deployment of existing or new technologies and business solutions on a commercial scale, competition from third parties in developing new technologies and the availability, timing and cost of equipment.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

Additionally, on August 25, 2022, the California Air Resources Board (CARB) adopted regulations that effectively ban the in-state sales of new cars containing internal combustion engines beginning in 2035.

Also, on December 15, 2022, CARB adopted its “2022 Scoping Plan for Achieving Carbon Neutrality,” which purports to provide a road map for California to achieve carbon neutrality (which it defines as removing as many carbon emissions from the atmosphere as it emits) by year 2045.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

In addition to these proposed ballot initiatives and constitutional amendments, municipalities, such as the City of Los Angeles, have already enacted or contemplate enacting complete or partial bans on oil and gas exploration and production activities.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

Additionally, governments and private parties are also increasingly filing lawsuits or initiating regulatory action based on allegations that certain public statements regarding climate change and other Environmental, Social and Corporate Governance (ESG) related matters and practices by companies are false and misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes.

While we are currently not a party to any of these lawsuits, they present a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or ESG disclosures and practices.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

Comprehensive privacy laws with some similarities to the CCPA have been proposed or passed at the U.S. federal and state levels, such as the Colorado Privacy Act.

Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data as well as requiring disclosures about these practices.

Risks Related to Our Equity Investments and Pending Merger

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

One of our subsidiaries acts as the managing member of the general partner of DCP LP, a publicly traded MLP, and is responsible for conducting, directing and managing all activities associated with DCP LP.

Additionally, our control of the general partner of DCP LP increases the possibility that we and the officers and directors of the general partner of DCP LP could be subject to litigation related to the pending acquisition of the publicly held common units of DCP LP.

The integration of DCP LP’s operations into Phillips 66 may not be as successful as anticipated, and Phillips 66 may not realize all of the anticipated benefits of the integration.

We have not previously directly managed the assets owned by DCP LP.

Difficulties in integrating DCP LP into our existing midstream business may result in DCP LP and Phillips 66 performing differently than expected, in operational challenges or in the failure to realize the operational and commercial synergies and cost savings that we expect to capture from the integration.

Phillips 66’s and DCP LP’s existing businesses could also be negatively impacted by the integration.

Potential difficulties that may be encountered in the integration process include, among other factors:

- the inability to successfully integrate the businesses of DCP LP into Phillips 66 in a manner that permits Phillips 66 to achieve the full revenue, cost savings and synergies anticipated;

- complexities associated with managing the larger, more complex, integrated business;

- integrating personnel from the two companies while maintaining focus on providing consistent, high‑quality products and services;

- integrating operational and business information technology systems;

- loss of key employees;

- integrating relationships with customers, vendors and business partners;

- performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by the integration process; and

- the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

Our efforts to accurately report on sustainability-related issues expose us to operational, reputational, financial, legal, and other risks.

Risks Related to the COVID-19 Pandemic

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.

We and our Midstream equity affiliates compete with other pipelines and terminals that provide similar services in the same markets as our assets.

We compete on the basis of many factors, including but not limited to rates, service levels and offerings, geographic location, connectivity and reliability.

Our competitors could construct new assets or redeploy existing assets in a manner that would result in more intense competition.

Additionally, we could be required to increase our costs or reduce the fees we charge in order to retain our customers.

Additionally, the California Air Resources Board is now exploring the potential for additional GHG reductions by 2045 via a yet undefined carbon neutrality standard, and California’s governor has issued an Executive Order calling for a ban on the in-state sales of new cars containing internal combustion engines beginning in 2035.

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.

Risks Related to Our Joint Ventures and Our MLP

One of our subsidiaries acts as the general partner of Phillips 66 Partners, a publicly traded MLP.

Additionally, our directors and officers, as well as the directors and officers of the general partner of Phillips 66 Partners, could be subject to lawsuits relating to the Merger.

Such litigation is very common in connection with acquisitions of public companies, regardless of the merits related to the underlying acquisition.

Continuing Risks Related to Spin-Off from ConocoPhillips

Phillips 66 is [removed: an] [added: a diversified] energy [removed: manufacturing and logistics] company with [removed: midstream, chemicals, refining,] [added: Midstream, Chemicals, Refining,] and [removed: marketing] [added: Marketing] and [removed: specialties businesses.][added: Specialties (M&S) operating segments.]

At December 31, [removed: 2021,] [added: 2022,] we had total assets of [removed: $55.6] [added: $76.4] billion.

We reported earnings of [removed: $1.3] [added: $11] billion and generated [removed: $6.0] [added: $10.8] billion in cash from operating activities for the full year of [removed: 2021.][added: 2022.]

During [removed: 2021,] [added: 2022,] we used available cash to [added: pay down $2.4 billion in debt,] fund capital expenditures and investments of [removed: $1.9] [added: $2.2] billion, pay dividends on our common stock of [removed: $1.6 billion,] [added: $1.8 billion] and [removed: pay down] [added: repurchase] $1.5 billion [removed: in debt.][added: of our common stock.]

We ended [removed: 2021] [added: 2022] with [removed: $3.1] [added: $6.1] billion of cash and cash equivalents and approximately [removed: $5.7] [added: $6.7] billion of total committed capacity available under our credit facilities.

[removed: By 2030, we expect to reduce] [added: This new target builds upon our previously announced 2030] GHG [removed: emission] [added: emissions] intensity [removed: by 30% for] [added: targets to reduce] Scope 1 and [added: Scope] 2 emissions from our operations [removed: and] by [removed: 15% for] [added: 30% and] Scope 3 emissions from our energy [removed: products, below] [added: products by 15% compared to] 2019 levels.

[removed: The agreement provides for an all-stock transaction in which each outstanding] Phillips 66 Partners common [removed: unitholder would receive] [added: unitholders received] 0.50 shares of Phillips 66 common stock for each [added: outstanding] Phillips 66 Partners common unit.

Phillips 66 Partners’ perpetual convertible preferred units [removed: would be] [added: were] converted into common units at a premium to the original issuance price prior to [removed: exchange] [added: being exchanged] for Phillips 66 common stock.

[removed: This merger] [added: The transaction] is expected to close in [removed: March 2022,] [added: the second quarter of 2023,] subject to customary closing conditions.

Upon closing, Phillips 66 Partners [removed: will become] [added: became] a wholly owned subsidiary of Phillips 66 and [removed: will] [added: its common units are] no longer [removed: be a] publicly [removed: traded partnership.][added: traded.]

See Note [removed: 27—Phillips] [added: 30—Phillips] 66 Partners LP, in the Notes to Consolidated Financial Statements, for additional information on the [removed: pending] merger transaction.

[Index to [removed: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

During [removed: 2021,] [added: 2022,] our worldwide refining crude oil capacity utilization rate was [removed: 84%] [added: 90%] and our worldwide refining clean product yield was [removed: 83%.][added: 84%.]

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

In Chemicals, our share of expected self-funded [removed: growth] capital spending by Chevron Phillips Chemical Company LLC (CPChem) is [removed: $502 million.][added: $925 million, of which $702 million is for growth capital projects.]

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

In Refining, we have budgeted [removed: $408 million] [added: $1.1 billion for capital expenditures and investments,] of [removed: growth capital, primarily] [added: which $448 million is] for the [removed: reconfiguration] [added: continued conversion] of the San Francisco Refinery in Rodeo, [removed: California, to] [added: California into] a renewable fuels [removed: production facility, as part of the Rodeo Renewed project.][added: facility.]

[removed: For 2022, our] [added: Our] M&S segment will continue to develop and enhance our retail network, including energy transition opportunities.

In the [removed: fourth] [added: second] quarter of [removed: 2021,] [added: 2022,] we increased our quarterly dividend by [removed: 2%] [added: 5%] to [removed: $0.92] [added: $0.97] per common share.

Our NGL [removed: business] [added: business, including DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern Hills from August 18, 2022, forward,] contains both fee-based operations and operations directly impacted by [removed: NGL] [added: NGL, natural gas and condensate] prices.

Compared with [removed: 2020,] [added: 2021,] the benchmark high-density polyethylene chain margin [removed: increased] [added: decreased] significantly in [removed: 2021,] [added: 2022,] due to [removed: continued strong] [added: soft] demand and [removed: tight supply.][added: increasing capacity, resulting in lower plant operating rates.]

The price of U.S. benchmark crude oil, West Texas Intermediate (WTI) at Cushing, Oklahoma, increased to an average of [removed: $67.96] [added: $94.44] per barrel during [removed: 2021,] [added: 2022,] compared with an average of [removed: $39.31] [added: $67.96] per barrel in [removed: 2020.][added: 2021.]

Worldwide market crack spreads increased to an average of [removed: $17.09] [added: $34.26] per barrel during [removed: 2021,] [added: 2022,] compared with an average of [removed: $8.33] [added: $17.09] per barrel in [removed: 2020.][added: 2021.]

The increases in crude oil prices and market crack spreads were primarily driven by [removed: a significant increase in] [added: improving] demand for refined petroleum products, as economic activities gradually recovered [removed: following] [added: as] the [removed: administration of COVID-19 vaccines and] [added: impacts from] the [removed: easing of] [added: COVID-19] pandemic [removed: restrictions,] [added: moderated,] as well as tightening [removed: supply.][added: supply due to the Russia-Ukraine war and refinery closures that occurred during the pandemic.]

Results for our M&S segment depend largely on marketing fuel and lubricant [removed: margins,] [added: margins] and sales volumes of our refined petroleum [removed: and other specialty] products.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Chemicals | | | [removed: 1,844] [added: 856] | | | | | | [removed: 635] [added: 1,844] | | | | | | [removed: 879] [added: 635] | | |

| Corporate and Other | | | [removed: (974)] [added: (1,169)] | | | | | | [removed: (881)] [added: (974)] | | | | | | [removed: (804)] [added: (881)] | | |

| Income (loss) before income taxes | | | [removed: 1,740] [added: 14,639] | | | | | | [removed: (4,964)] [added: 1,740] | | | | | | [removed: 4,178] [added: (4,964)] | | |

| Income tax expense (benefit) | | | [removed: 146] [added: 3,248] | | | | | | [removed: (1,250)] [added: 146] | | | | | | [removed: 801] [added: (1,250)] | | |

| Net income (loss) | | | [removed: 1,594] [added: 11,391] | | | | | | [removed: (3,714)] [added: 1,594] | | | | | | [removed: 3,377] [added: (3,714)] | | |

| Less: net income attributable to noncontrolling interests | | | [removed: 277] [added: 367] | | | | | | [removed: 261] [added: 277] | | | | | | [removed: 301] [added: 261] | | |

| Net income (loss) attributable to Phillips 66 | | | $ | [removed: 1,317] [added: 11,024] | | | | | [removed: (3,975)] [added: 1,317] | | | | | | [removed: 3,076] [added: (3,975)] | | |

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

Net [removed: loss] [added: income] attributable to Phillips 66 for the year ended December 31, [removed: 2020,] [added: 2022,] was [removed: $3,975] [added: $11,024] million, compared with [removed: net income attributable to Phillips 66 of $3,076] [added: $1,317] million for the year ended December 31, [removed: 2019.][added: 2021.]

See Note [removed: 9—Impairments,] [added: 11—Impairments,] and Note [removed: 16—Fair] [added: 18—Fair] Value Measurements, in the Notes to Consolidated Financial Statements, for information on impairments recorded in [removed: 2021, 2020] [added: 2021] and [removed: 2019.][added: 2020.]

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 [removed: (Excel)] [added: (Excel Paralubes)] 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 [removed: owns] [added: owned] an interest in Gray Oak [removed: Pipeline, LLC.][added: Pipeline.]

See Note [removed: 27—Phillips] [added: 30—Phillips] 66 Partners LP, in the Notes to Consolidated Financial Statements, for additional information.

Depreciation and amortization increased 15% in 2021, mainly due to asset retirements related to the shutdown of our Alliance [removed: Refinery in connection with plans to convert it to a terminal.][added: Refinery.]

*DCP Midstream, LLC (DCP Midstream) and Gray Oak Holdings LLC (Gray Oak Holdings) Merger*

On August 17, 2022, we announced a realignment of our economic and governance interests in DCP Midstream, LP (DCP LP) and Gray Oak Pipeline, LLC (Gray Oak Pipeline) resulting from the merger of DCP Midstream and Gray Oak Holdings.

In connection with the merger, we were delegated DCP Midstream’s governance rights over DCP LP and its general partner entities, referred to as DCP Midstream Class A Segment.

Additionally, Enbridge Inc., our co-venturer, was delegated governance rights over Gray Oak Pipeline, referred to as DCP Midstream Class B Segment.

In connection with the merger of DCP Midstream and Gray Oak Holdings, our NGL and Other business includes DCP Midstream Class A Segment, DCP Sand Hills Pipeline, LLC (DCP Sand Hills) and DCP Southern Hills Pipeline, LLC (DCP Southern Hills).

Prior to August 18, 2022, our investments in DCP Midstream, DCP Sand Hills and DCP Southern Hills were accounted for using the equity method.

We account for our remaining investment in Gray Oak Pipeline, now held through DCP Midstream Class B Segment, using the equity method.

See Note 3—DCP Midstream, LLC and Gray Oak Holdings LLC Merger, in the Notes to Consolidated Financial Statements, for additional information on the merger of DCP Midstream and Gray Oak Holdings.

*DCP LP Public Common Unit Acquisition Agreement*

On January 5, 2023, we entered into a definitive agreement with DCP LP, its subsidiaries and its general partner entities, pursuant to which one of our wholly owned subsidiaries will merge with and into DCP LP, with DCP LP surviving as a Delaware limited partnership.

Under the terms of the agreement, at the effective time of the merger, each publicly held common unit representing a limited partner interest in DCP LP (other than the common units owned by DCP LP and DCP Midstream GP, LP) issued and outstanding as of immediately prior to the effective time will be converted into the right to receive $41.75 per common unit in cash, without interest.

The merger will increase our economic interest in DCP LP from 43.3% to 86.8%.

The transaction was unanimously approved by the board of the general partner of DCP LP, based on the unanimous approval and recommendation of its special committee comprised entirely of independent directors after evaluation of the transaction by the special committee in consultation with independent financial and legal advisors.

Concurrently with the execution of the agreement, affiliates of Phillips 66, which together own greater than a majority of the outstanding DCP LP common units, delivered their consent to approve the transaction.

As a result, DCP LP has not solicited and is not soliciting approval of the transaction by any other holders of DCP LP common units.

See Note 29—DCP Midstream Class A Segment, in the Notes to Consolidated Financial Statements, for additional information on the common unit acquisition agreement.

*Phillips 66 Partners Merger*

On March 9, 2022, we completed the merger between us and Phillips 66 Partners LP (Phillips 66 Partners).

The merger resulted in the acquisition of all limited partnership interests in Phillips 66 Partners not already owned by us.

*CEO Transition*

On April 12, 2022, Greg C.

Garland, announced his intention to retire from his position as Chief Executive Officer of Phillips 66, effective July 1, 2022.

Mr. Garland continues to serve as Executive Chairman of the Board with an expected retirement date from this position in 2024.

Mark E.

Lashier was promoted to the position of President and Chief Executive Officer effective July 1, 2022.

In 2022, we achieved a combined workforce total recordable rate of 0.11.

We continue to progress our multi-year business transformation initiative focused on identifying and implementing opportunities to improve our cost structure enterprise wide.

We are executing on our initiatives to achieve a sustainable run-rate cost reduction of at least $800 million and a sustaining capital reduction of at least $200 million per year by the end of 2023.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

In 2023, we have budgeted $2 billion in capital expenditures and investments, which includes $1.1 billion of growth capital.

In Midstream, we have budgeted $639 million for capital expenditures and investments, of which $310 million is for growth capital projects directed towards enhancing our integrated natural gas liquids (NGL) value chain from wellhead to market.

As part of our strategy to grow our Midstream NGL business, on January 5, 2023, we entered into a definitive agreement to acquire all of the publicly held common units of DCP LP, which will increase our economic interest in DCP LP from 43.3% to 86.8% at closing.

This transaction will be accounted for as an equity transaction and is expected to close in the second quarter of 2023, subject to customary closing conditions.

We expect to fund this transaction with a combination of cash and debt.

We plan to enhance Refining returns by focusing on low-capital, higher-return projects that increase asset reliability, improve market capture and reduce costs.

In 2022, we paid $1.8 billion of dividends on our common stock.

In the first quarter of 2023, we increased our quarterly dividend by 8% to $1.05 per common share.

In the second quarter of 2022, we resumed repurchasing shares under our share repurchase program.

In 2022, we repurchased $1.5 billion, or 16.6 million shares, of our common stock.

On November 7, 2022, our Board of Directors approved a $5 billion increase to our share repurchase program, bringing the total amount of share repurchases authorized by our Board of Directors since July 2012 to an aggregate of $20 billion.

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.

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.

In 2021, we achieved a 0.12 total recordable rate.

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

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.

We plan to enhance Refining returns by increasing throughput of advantaged feedstocks, improving yields, optimizing our portfolio, and remaining committed to operating excellence.

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.

The Midstream segment also includes our 50% equity investment in DCP Midstream.

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.

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

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 resulted in reduced demand for refined petroleum and specialty products since March 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.

| Midstream | | | $ | 1,610 | | | | | (9) | | | | | | 684 | | |

| Refining | | | (2,549) | | | | | | (6,155) | | | | | | 1,986 | | |

| Marketing and Specialties | | | 1,809 | | | | | | 1,446 | | | | | | 1,433 | | |

*2020 vs. 2019*

The decrease was mainly attributable to:

- Lower realized refining margins and decreased refinery production.

- A goodwill impairment in our Refining segment.

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

- Higher impairments of equity investments in our Midstream segment.

These decreases were partially offset by an income tax benefit recognized in 2020, compared with income tax expense recognized in 2019.

See Chemicals segment analysis in the “Segment Results” section for additional information on CPChem.

Equity in earnings of affiliates decreased 44% in 2020.

The decrease was primarily due to lower realized refining margins and decreased refinery production at WRB, and lower margins, partially offset by higher sales volumes, at CPChem.

Net gain on dispositions increased $88 million in 2020.

The increase was mainly due to a gain of $84 million associated with a co-venturer’s prior-year acquisition of a 35% interest in Phillips 66 Partners’ consolidated holding company that owns an interest in Gray Oak Pipeline, LLC.

Operating expenses decreased 10% in 2020, primarily driven by our company-wide cost reduction initiatives in response to the COVID-19 pandemic, lower utility costs, and decreased refinery turnaround activities.

Impairments increased $3,391 million in 2020.

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 before-tax loss in 2020 versus before-tax income in 2019.

| NGL and Other | | | 747 | | | | | | 441 | | | | | | 522 | | |

[removed: Our] [added: Phillips 66’s] use of derivative instruments is governed by an “Authority Limitations” document approved by our Board of Directors.

[removed: We use] [added: Phillips 66 uses] a VaR model to estimate the loss in fair value that could potentially result on a single day from the effect of adverse changes in market conditions on the derivative commodity instruments held or issued.

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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] was immaterial to our cash flows and results of operations.

[Index to [removed: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

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

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

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

| 2024 | | | | | | | | | [removed: 1,100] [added: 1,100] | | | | | | [removed: 1.32] [added: 1.32] | | | | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | |

| 2026 | | | | | | | | | [removed: 1,000] [added: 1,000] | | | | | | [removed: 2.43] [added: 2.43] | | | | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | |

| Remaining years | | | | | | | | | [removed: 9,026] [added: 9,026] | | | | | | [removed: 4.31] [added: 4.31] | | | | | | | | | [removed: 25] [added: 25] | | | | | | [removed: 0.70] [added: 0.70] | | |

| Total | | | | | | [removed: $] [added: $] | | | [removed: 13,776] [added: 13,776] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 475] [added: 475] | | | | | | | | |

| Fair value | | | | | | [removed: $] [added: $] | | | [removed: 15,353] [added: 15,353] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 475] [added: 475] | | | | | | | | |

| [removed: Year-End 2020] [added: Year-End 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2023 | | | | | | [added: $] | | | [removed: 500] [added: 500] | | | | | | [removed: 3.70] [added: 3.88] | | [added: %] | | | | [added: $] | | | [removed: 500] [added: —] | | | | | | [removed: 1.40] [added: —] | | [added: %] |

| 2024 | | | | | | | | | [removed: 1,100] [added: 1,100] | | | | | | [removed: 1.32] [added: 1.32] | | | | | | | | | [removed: 450] [added: 40] | | | | | | [removed: 0.84] [added: 5.33] | | |

| Fair value | | | | | | [removed: $] [added: $] | | | [removed: 15,597] [added: 15,871] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 1,940] [added: 65] | | | | | | | | |

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

[removed: Our] [added: Phillips 66’s] Chief Executive Officer and Chief Financial Officer monitor risks [added: effecting its operations] resulting from commodity prices, interest rates and foreign currency exchange rates.

For additional information about our use of derivative instruments, see Note [removed: 15—Derivatives] [added: 17—Derivatives] and Financial Instruments, in the Notes to Consolidated Financial Statements.

You can normally identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar [removed: expressions,] [added: expressions that convey the prospective nature of events or outcomes,] but the absence of such words does not mean a statement is not forward-looking.

We based the forward-looking statements on our current expectations, estimates and projections about us, our operations, our joint ventures and entities in which we have equity interests, as well as the industries in which we and they [removed: operate in general.][added: operate.]

We caution you [added: not to place undue reliance on] these [added: forward-looking] statements [added: as they] are not guarantees of future performance [removed: as they] [added: and] involve assumptions that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict.

Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in [removed: the] [added: any] forward-looking statements.

[removed: Any] [added: Such] differences could result from a variety of factors, [removed: including the following:][added: including:]

- The [removed: continuing effects of the COVID-19 pandemic and its negative] impact on commercial activity and demand for refined petroleum [removed: products,] [added: products from any widespread public health crisis,] as well as the extent and duration of recovery of economies and demand for our products [removed: after the pandemic subsides.][added: following any such crisis.]

- Actions taken by OPEC and [removed: other] [added: non-OPEC oil producing] countries impacting supply and demand and correspondingly, commodity prices.

- Changes to worldwide government policies relating to renewable [removed: fuels] [added: fuels, climate change] and greenhouse gas emissions that adversely affect programs like the renewable fuel standards program, low carbon fuel standards and tax credits for biofuels.

- Potential disruption or interruption of our operations [added: or damage to our facilities] due to accidents, weather [added: and climate] events, civil unrest, insurrections, political events, terrorism or cyberattacks.

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

- General domestic and international economic and political developments including armed hostilities, [added: including the Russia-Ukraine war,] expropriation of assets, and other political, economic or diplomatic developments, including those caused by public health issues, outbreaks of diseases and pandemics.

- Substantial investments required, or reduced demand for products, as a result of existing or future environmental rules and regulations, including [added: GHG emissions reductions and] reduced consumer demand for refined petroleum products.

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

As a result of the merger, we included the assets and liabilities of DCP Midstream, LLC’s Class A Segment (DCP Midstream Class A Segment), DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC in our consolidated balance sheet as of December 31, 2022, and the results of their operations and cash flows are reported in our consolidated statements of operations and cash flows from August 18, 2022 through December 31, 2022.

DCP Midstream Class A Segment’s market risks are solely attributable to market risks of DCP Midstream, LP (DCP LP), because DCP LP is the sole operational asset in DCP Midstream Class A Segment.

DCP LP is exposed to market risks, including changes in commodity prices and interest rates.

DCP LP uses financial instruments such as forward contracts, swaps and futures to mitigate the effects of these risks.

See Note 3—DCP Midstream, LLC and Gray Oak Holdings LLC Merger, in the Notes to Consolidated Financial Statements, for additional information on the structure of the merger.

DCP LP’s use of derivative instruments is governed by a comprehensive risk management policy and a risk management committee that monitors and manages market risks associated with commodity prices.

The risk management committee is composed of DCP LP’s senior executives who receive regular briefings on positions and exposures, credit exposures and overall risk management in the context of market activities.

The risk management committee is responsible for the overall management of commodity price and credit risks, including monitoring exposure limits.

The estimated loss in fair value that could potentially result on a single day from the effect of adverse changes in market conditions on derivative commodity instruments held or issued is not expected to be material to our cash flows and results of operations.

| 2025 | | | | | | | | | 1,975 | | | | | | 4.43 | | | | | | | | | — | | | | | | — | | |

| 2026 | | | | | | | | | 992 | | | | | | 2.42 | | | | | | | | | — | | | | | | — | | |

| 2027 | | | | | | | | | 500 | | | | | | 5.63 | | | | | | | | | — | | | | | | — | | |

| Remaining years | | | | | | | | | 12,040 | | | | | | 4.67 | | | | | | | | | 25 | | | | | | 4.72 | | |

| Total | | | | | | $ | | | 17,107 | | | | | | | | | | | | $ | | | 65 | | | | | | | | |

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

In addition, DCP LP’s risk management committee monitors risks effecting its operations resulting from commodity prices and interest rates.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

- Capacity constraints in, or other limitations on, the pipelines, storage and fractionation facilities to which we deliver natural gas or NGL and the availability of alternative markets and arrangements for our natural gas and NGL.

- The ability to achieve the expected benefits of the integration of DCP LP and any other benefits that may result from the buy-in of DCP’s publicly-held common units, if consummated.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

- The creditworthiness of our customers and the counterparties to our transactions, including the impact of bankruptcies.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

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

| 2021 | | | | | | $ | | | — | | | | | | — | | % | | | | $ | | | 965 | | | | | | 1.05 | | % |

| 2022 | | | | | | | | | 2,000 | | | | | | 4.30 | | | | | | | | | — | | | | | | — | | |

| Remaining years | | | | | | | | | 9,026 | | | | | | 4.22 | | | | | | | | | 25 | | | | | | 0.76 | | |

| Total | | | | | | $ | | | 13,776 | | | | | | | | | | | | $ | | | 1,940 | | | | | | | | |

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

- 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.

[removed: Our] [added: Further, our] U.S. refineries are implementing two separate consent decrees, regarding alleged violations of the Federal Clean Air Act, with the EPA, five states and one local air pollution agency.

*Matters Previously Reported (unresolved or resolved since the quarterly report on Form 10-Q for the quarterly period ended September 30, [removed: 2021)*][added: 2022)*]

See Note [removed: 14—Contingencies] [added: 16—Contingencies] and Commitments, in the Notes to Consolidated Financial Statements, for additional information.

From time to time, we may be involved in litigation and claims arising out of our operations in the normal course of business.

Additionally, we have elected a $300,000 threshold to disclose certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party to the proceedings.

The EPA and U.S. Department of Justice (DOJ) notified Phillips 66 that the government will seek penalties for alleged violations of the 2019 consent decree (Civil Action No. 3:18-cv-01484-SMY-GCS) at our Wood River Refinery.

We expect that penalties paid for the enforcement action will exceed $300,000.

We are working with EPA and DOJ to resolve this matter.

In 2018, the Colorado Department of Public Health and Environment (CDPHE) issued a Compliance Advisory in relation to an improperly permitted facility flare and related air emissions from flare operations at one of DCP LP’s gas processing plants, which DCP LP self-disclosed to CDPHE in December 2017.

Following information exchanges and discussions with CDPHE, a resolution was proposed pursuant to which the plant’s air permit would be revised, and DCP LP would be assessed an administrative penalty and economic benefit payment.

A revised air permit was issued in May 2019, but the parties had not yet entered into a final settlement agreement to complete the matter.

Subsequently, in July 2020, CDPHE issued a Notice of Violation in relation to amine treater emissions at this plant, which DCP LP self-disclosed to CDPHE in April 2020.

DCP LP is engaging with CDPHE as to this and the flare-related matter, including possible settlement terms, although these matters, which have since been combined, may result in formal legal proceedings.

It is possible that resolution of this matter may include an administrative penalty and economic benefit payment, further revisions to the facility air permit, or installation of emissions management equipment, or a combination of these, that could result in costs that exceed $1 million.

Item 103 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (SEC) requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will be in excess of $300,000.

There are no new matters to report.

[Index to Financial [removed: Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

| For the fiscal year ended | | | December 31, [removed: 2021] [added: 2022] | | | | | |

Registrant’s telephone number, including area code: [removed: 281-293-6600][added: 832-765-3010]

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $85.82,] [added: $81.99,] was [removed: $37.5] [added: $39.4] billion.

The registrant had [removed: 438,461,584] [added: 463,907,156] shares of common stock outstanding at January 31, [removed: 2022.][added: 2023.]

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 11, 2022] [added: 10, 2023] (Part III).

| [1 and 2. Business and [removed: Properties](#ica3f54726deb46d99d3d051a97b88554_13)] [added: Properties](#i64213ea7598947fdb81c617116ff25fe_13)] | | | [removed: [1](#ica3f54726deb46d99d3d051a97b88554_13)] [added: [1](#i64213ea7598947fdb81c617116ff25fe_13)] | | |

| [Corporate [removed: Structure](#ica3f54726deb46d99d3d051a97b88554_16)] [added: Structure](#i64213ea7598947fdb81c617116ff25fe_16)] | | | [removed: [1](#ica3f54726deb46d99d3d051a97b88554_16)] [added: [1](#i64213ea7598947fdb81c617116ff25fe_16)] | | |

| [Segment and Geographic [removed: Information](#ica3f54726deb46d99d3d051a97b88554_19)] [added: Information](#i64213ea7598947fdb81c617116ff25fe_19)] | | | [removed: [2](#ica3f54726deb46d99d3d051a97b88554_19)] [added: [3](#i64213ea7598947fdb81c617116ff25fe_19)] | | |

| [Marketing and [removed: Specialties](#ica3f54726deb46d99d3d051a97b88554_31)] [added: Specialties](#i64213ea7598947fdb81c617116ff25fe_31)] | | | [removed: [17](#ica3f54726deb46d99d3d051a97b88554_31)] [added: [18](#i64213ea7598947fdb81c617116ff25fe_31)] | | |

| [Energy Research & [removed: Innovation](#ica3f54726deb46d99d3d051a97b88554_34)] [added: Innovation](#i64213ea7598947fdb81c617116ff25fe_34)] | | | [removed: [18](#ica3f54726deb46d99d3d051a97b88554_34)] [added: [19](#i64213ea7598947fdb81c617116ff25fe_34)] | | |

| [Human [removed: Capital](#ica3f54726deb46d99d3d051a97b88554_37)] [added: Capital](#i64213ea7598947fdb81c617116ff25fe_37)] | | | [removed: [19](#ica3f54726deb46d99d3d051a97b88554_37)] [added: [19](#i64213ea7598947fdb81c617116ff25fe_37)] | | |

| [1A. Risk [removed: Factors](#ica3f54726deb46d99d3d051a97b88554_49)] [added: Factors](#i64213ea7598947fdb81c617116ff25fe_49)] | | | [removed: [22](#ica3f54726deb46d99d3d051a97b88554_49)] [added: [22](#i64213ea7598947fdb81c617116ff25fe_49)] | | |

| [1B. Unresolved Staff [removed: Comments](#ica3f54726deb46d99d3d051a97b88554_52)] [added: Comments](#i64213ea7598947fdb81c617116ff25fe_52)] | | | [removed: [35](#ica3f54726deb46d99d3d051a97b88554_52)] [added: [35](#i64213ea7598947fdb81c617116ff25fe_52)] | | |

| [3. Legal [removed: Proceedings](#ica3f54726deb46d99d3d051a97b88554_55)] [added: Proceedings](#i64213ea7598947fdb81c617116ff25fe_55)] | | | [removed: [35](#ica3f54726deb46d99d3d051a97b88554_55)] [added: [35](#i64213ea7598947fdb81c617116ff25fe_55)] | | |

| [4. Mine Safety [removed: Disclosures](#ica3f54726deb46d99d3d051a97b88554_58)] [added: Disclosures](#i64213ea7598947fdb81c617116ff25fe_58)] | | | [removed: [35](#ica3f54726deb46d99d3d051a97b88554_58)] [added: [35](#i64213ea7598947fdb81c617116ff25fe_58)] | | |

| [Information About Our Executive [removed: Officers](#ica3f54726deb46d99d3d051a97b88554_61)] [added: Officers](#i64213ea7598947fdb81c617116ff25fe_61)] | | | [removed: [36](#ica3f54726deb46d99d3d051a97b88554_61)] [added: [36](#i64213ea7598947fdb81c617116ff25fe_61)] | | |

| [5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ica3f54726deb46d99d3d051a97b88554_67)] [added: Securities](#i64213ea7598947fdb81c617116ff25fe_67)] | | | [removed: [37](#ica3f54726deb46d99d3d051a97b88554_67)] [added: [38](#i64213ea7598947fdb81c617116ff25fe_67)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ica3f54726deb46d99d3d051a97b88554_73)] [added: Operations](#i64213ea7598947fdb81c617116ff25fe_73)] | | | [removed: [38](#ica3f54726deb46d99d3d051a97b88554_73)] [added: [40](#i64213ea7598947fdb81c617116ff25fe_73)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ica3f54726deb46d99d3d051a97b88554_127)] [added: Risk](#i64213ea7598947fdb81c617116ff25fe_127)] | | | [removed: [75](#ica3f54726deb46d99d3d051a97b88554_127)] [added: [80](#i64213ea7598947fdb81c617116ff25fe_127)] | | |

| [Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the [removed: Private](#ica3f54726deb46d99d3d051a97b88554_130)] [added: Private](#i64213ea7598947fdb81c617116ff25fe_130)] [Securities Litigation Reform Act of [removed: 1995](#ica3f54726deb46d99d3d051a97b88554_130)] [added: 1995](#i64213ea7598947fdb81c617116ff25fe_130)] | | | [removed: [77](#ica3f54726deb46d99d3d051a97b88554_130)] [added: [83](#i64213ea7598947fdb81c617116ff25fe_130)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#ica3f54726deb46d99d3d051a97b88554_133)] [added: Data](#i64213ea7598947fdb81c617116ff25fe_133)] | | | [removed: [79](#ica3f54726deb46d99d3d051a97b88554_133)] [added: [85](#i64213ea7598947fdb81c617116ff25fe_133)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ica3f54726deb46d99d3d051a97b88554_265)] [added: Disclosure](#i64213ea7598947fdb81c617116ff25fe_262)] | | | [removed: [147](#ica3f54726deb46d99d3d051a97b88554_265)] [added: [162](#i64213ea7598947fdb81c617116ff25fe_262)] | | |

| [9A. Controls and [removed: Procedures](#ica3f54726deb46d99d3d051a97b88554_268)] [added: Procedures](#i64213ea7598947fdb81c617116ff25fe_265)] | | | [removed: [147](#ica3f54726deb46d99d3d051a97b88554_268)] [added: [162](#i64213ea7598947fdb81c617116ff25fe_265)] | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ica3f54726deb46d99d3d051a97b88554_2408)] [added: Inspections](#i64213ea7598947fdb81c617116ff25fe_271)] | | | [removed: [147](#ica3f54726deb46d99d3d051a97b88554_2408)] [added: [162](#i64213ea7598947fdb81c617116ff25fe_271)] | | |

| [PART [removed: III](#ica3f54726deb46d99d3d051a97b88554_274)] [added: III](#i64213ea7598947fdb81c617116ff25fe_274)] | | | | | |

| [10. Directors, Executive Officers and Corporate [removed: Governance](#ica3f54726deb46d99d3d051a97b88554_277)] [added: Governance](#i64213ea7598947fdb81c617116ff25fe_277)] | | | [removed: [148](#ica3f54726deb46d99d3d051a97b88554_277)] [added: [163](#i64213ea7598947fdb81c617116ff25fe_277)] | | |

| [11. Executive [removed: Compensation](#ica3f54726deb46d99d3d051a97b88554_280)] [added: Compensation](#i64213ea7598947fdb81c617116ff25fe_280)] | | | [removed: [148](#ica3f54726deb46d99d3d051a97b88554_280)] [added: [163](#i64213ea7598947fdb81c617116ff25fe_280)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and [removed: Related](#ica3f54726deb46d99d3d051a97b88554_283)] [added: Related](#i64213ea7598947fdb81c617116ff25fe_283)] [Stockholder [removed: Matters](#ica3f54726deb46d99d3d051a97b88554_283)] [added: Matters](#i64213ea7598947fdb81c617116ff25fe_283)] | | | [removed: [148](#ica3f54726deb46d99d3d051a97b88554_283)] [added: [163](#i64213ea7598947fdb81c617116ff25fe_283)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ica3f54726deb46d99d3d051a97b88554_286)] [added: Independence](#i64213ea7598947fdb81c617116ff25fe_286)] | | | [removed: [148](#ica3f54726deb46d99d3d051a97b88554_286)] [added: [163](#i64213ea7598947fdb81c617116ff25fe_286)] | | |

| [14. Principal Accountant Fees and [removed: Services](#ica3f54726deb46d99d3d051a97b88554_289)] [added: Services](#i64213ea7598947fdb81c617116ff25fe_289)] | | | [removed: [148](#ica3f54726deb46d99d3d051a97b88554_289)] [added: [163](#i64213ea7598947fdb81c617116ff25fe_289)] | | |

| [PART [removed: IV](#ica3f54726deb46d99d3d051a97b88554_292)] [added: IV](#i64213ea7598947fdb81c617116ff25fe_292)] | | | | | |

| [15. Exhibit and Financial Statement [removed: Schedules](#ica3f54726deb46d99d3d051a97b88554_295)] [added: Schedules](#i64213ea7598947fdb81c617116ff25fe_295)] | | | [removed: [149](#ica3f54726deb46d99d3d051a97b88554_295)] [added: [164](#i64213ea7598947fdb81c617116ff25fe_295)] | | |

| [16. Form 10-K [removed: Summary](#ica3f54726deb46d99d3d051a97b88554_298)] [added: Summary](#i64213ea7598947fdb81c617116ff25fe_298)] | | | [removed: [149](#ica3f54726deb46d99d3d051a97b88554_298)] [added: [164](#i64213ea7598947fdb81c617116ff25fe_298)] | | |

Our [removed: business is] [added: businesses are] organized into four operating segments:

1)Midstream—Provides crude oil and refined petroleum product transportation, terminaling and processing services, as well as natural gas and natural gas liquids (NGL) transportation, storage, fractionation, [added: gathering,] processing and marketing services, mainly in the United States.

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

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

In addition, this segment includes the manufacturing and marketing of [removed: specialty products, such as] base oils and lubricants.

Corporate and Other includes general corporate overhead, interest expense, our investment in [added: research of] new technologies and various other corporate activities.

| 2022 | | | | | | | | | | | | | | |

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | | | | | | | | | | | | | ☐ | | | | | | | | | | | |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | | | | | | | | | | | | | ☐ | | | | | | | | | | | |

| [PART I](#i64213ea7598947fdb81c617116ff25fe_10) | | | | | |

| [Midstream](#i64213ea7598947fdb81c617116ff25fe_22) | | | [3](#i64213ea7598947fdb81c617116ff25fe_22) | | |

| [Chemicals](#i64213ea7598947fdb81c617116ff25fe_25) | | | [12](#i64213ea7598947fdb81c617116ff25fe_25) | | |

| [Refining](#i64213ea7598947fdb81c617116ff25fe_28) | | | [14](#i64213ea7598947fdb81c617116ff25fe_28) | | |

| [Competition](#i64213ea7598947fdb81c617116ff25fe_40) | | | [20](#i64213ea7598947fdb81c617116ff25fe_40) | | |

| [General](#i64213ea7598947fdb81c617116ff25fe_43) | | | [21](#i64213ea7598947fdb81c617116ff25fe_43) | | |

| [PART II](#i64213ea7598947fdb81c617116ff25fe_64) | | | | | |

| [6. \[Reserved\]](#i64213ea7598947fdb81c617116ff25fe_70) | | | [39](#i64213ea7598947fdb81c617116ff25fe_70) | | |

| [9B. Other Information](#i64213ea7598947fdb81c617116ff25fe_268) | | | [162](#i64213ea7598947fdb81c617116ff25fe_268) | | |

| [Signatures](#i64213ea7598947fdb81c617116ff25fe_304) | | | [172](#i64213ea7598947fdb81c617116ff25fe_304) | | |

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

Effective October 1, 2022, we changed the organizational structure of the internal financial information reviewed by our President and Chief Executive Officer, and determined this resulted in a change in the composition of our operating segments.

As part of the realignment, we moved the results and net assets of our Merey Sweeny vacuum distillation and delayed coker units at our Sweeny Refinery and the isomerization unit at our Lake Charles Refinery from our Midstream segment to our Refining segment.

Additionally, commissions charged to the Refining segment by the Marketing & Specialties (M&S) segment related to sales of specialty products were eliminated and the costs of the sales organization were reclassified from the M&S segment to the Refining segment.

The segment realignment is presented for the year ended December 31, 2022, with the prior periods recast for comparability.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

As a result of a merger of DCP Midstream, LLC (DCP Midstream) and Gray Oak Holdings LLC (Gray Oak Holdings) on August 17, 2022, we began consolidating DCP Midstream, LLC Class A Segment; DCP Sand Hills Pipeline, LLC (DCP Sand Hills) and DCP Southern Hills Pipeline, LLC (DCP Southern Hills).

On March 9, 2022, we also completed a merger between us and Phillips 66 Partners LP (Phillips 66 Partners).

See Note 3—DCP Midstream, LLC and Gray Oak Holdings LLC Merger and Note 30—Phillips 66 Partners LP, in the Notes to Consolidated Financial Statements, for additional information on these transactions.

Corporate and Other also includes restructuring costs related to our business transformation.

See Note 31—Restructuring, in the Notes to Consolidated Financial Statements, for additional information regarding restructuring costs.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

*DCP Midstream and Gray Oak Holdings Merger*

On August 17, 2022, we announced a realignment of our economic and governance interests in DCP Midstream, LP (DCP LP) and Gray Oak Pipeline, LLC (Gray Oak Pipeline) resulting from the merger of DCP Midstream and Gray Oak Holdings.

In connection with the merger, we were delegated DCP Midstream’s governance rights over DCP LP and its general partner entities, referred to as DCP Midstream Class A Segment.

Additionally, Enbridge Inc., our co-venturer, was delegated governance rights over Gray Oak Pipeline, referred to as DCP Midstream Class B Segment.

In connection with the merger of DCP Midstream and Gray Oak Holdings, our NGL and Other business includes DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern Hills.

Prior to August 18, 2022, our investments in DCP Midstream, DCP Sand Hills and DCP Southern Hills were accounted for using the equity method.

We account for our remaining investment in Gray Oak Pipeline, now held through DCP Midstream Class B Segment, using the equity method.

See Note 3—DCP Midstream, LLC and Gray Oak Holdings LLC Merger, in the Notes to Consolidated Financial Statements, for additional information on the merger of DCP Midstream and Gray Oak Holdings.

*DCP LP Public Common Unit Acquisition Agreement*

On January 5, 2023, we entered into a definitive agreement with DCP LP, its subsidiaries and its general partner entities, pursuant to which one of our wholly owned subsidiaries will merge with and into DCP LP, with DCP LP surviving as a Delaware limited partnership.

Under the terms of the agreement, at the effective time of the merger, each publicly held common unit representing a limited partner interest in DCP LP (other than the common units owned by DCP LP and DCP Midstream, GP, LP) issued and outstanding as of immediately prior to the effective time will be converted into the right to receive $41.75 per common unit in cash, without interest.

The merger will increase our economic interest in DCP LP from 43.3% to 86.8%.

The transaction was unanimously approved by the board of the general partner of DCP LP, based on the unanimous approval and recommendation of its special committee comprised entirely of independent directors after evaluation of the transaction by the special committee in consultation with independent financial and legal advisors.

Concurrently with the execution of the agreement, affiliates of Phillips 66, which together own greater than a majority of the outstanding DCP LP common units, delivered their consent to approve the transaction.

As a result, DCP LP has not solicited and is not soliciting approval of the transaction by any other holders of DCP LP common 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) | | |

| [9B. Other Information](#ica3f54726deb46d99d3d051a97b88554_271) | | | [147](#ica3f54726deb46d99d3d051a97b88554_271) | | |

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

- NGL and Other—Transports, stores, fractionates, exports and markets NGL, provides other fee-based processing services.

Phillips 66 Partners, headquartered in Houston, Texas, is a publicly traded MLP formed in 2013, which owns and operates primarily fee-based midstream assets.

At December 31, 2021, we owned 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 13.5 million perpetual convertible preferred units.

Phillips 66 Partners’ operations consist of crude oil, refined petroleum product and NGL transportation, terminaling, fractionation, processing and storage assets that are geographically dispersed throughout the United States.

The majority of Phillips 66 Partners’ assets are associated with, and integral to, Phillips 66 operated refineries.

The results of operations of Phillips 66 Partners are included in Midstream’s Transportation and NGL and Other business lines, based on the nature of the activity within the partnership.

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.

Phillips 66 Partners owns a 25% interest in the South Texas Gateway Terminal, which connects to the Gray Oak Pipeline in Corpus Christi, Texas.

The marine export terminal commissioned additional storage capacity in the first quarter of 2021, bringing total capacity to 8.6 million barrels and marking completion of the final construction phase.

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 “Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)” section of Note 6—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements, for additional information on this litigation.

† *Owned by Phillips 66 Partners; Phillips 66 held 74% of the limited partner interest in Phillips 66 Partners at December 31, 2021.*

Interest reflects Phillips 66 Partners’ proportionate share of the Gray Oak Pipeline, net of a noncontrolling interest.*

| Wichita Falls † | | | | | | Texas | | | | | | Crude Oil | | | | | | 100 | | | | | | 225 | | | | | | N/A | | |

| Richmond | | | | | | California | | | | | | Crude Oil | | | | | | 100 | | | | | | 3 | | |

| Ferndale † | | | | | | Washington | | | | | | Crude Oil | | | | | | 100 | | | | | | 35 | | |

See below for additional information regarding Sweeny Hub Assets.

- A 12.5% undivided interest in a fractionation plant in Mont Belvieu, Texas.

Our net share of its capacity is 30,250 BPD.

- A 40% undivided interest in a fractionation plant in Conway, Kansas.

Our net share of its capacity is 43,200 BPD.

- A 22.5% interest in Gulf Coast Fractionators, which owns an NGL fractionation plant in Mont Belvieu, Texas.

Our net share of its capacity is 32,625 BPD.

- Phillips 66 Partners owns the River Parish NGL logistics system in southeast Louisiana, comprising approximately 500 miles of pipeline and a storage cavern connecting multiple fractionation facilities, refineries and a petrochemical facility.

- Phillips 66 Partners owns a vacuum distillation unit with a capacity of 125,000 BPD and a delayed coker unit with a capacity of 70,000 BPD located at our Sweeny Refinery in Old Ocean, Texas.

[Index to [removed: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

| [removed: Greg C. Garland] [added: Mark E. Lashier] | | | [removed: Chairman] [added: President] and Chief Executive Officer | | | [removed: 64] [added: 61] | | |

| Brian M. Mandell | | | Executive Vice President, Marketing and Commercial | | | [removed: 58] [added: 59] | | |

| Kevin J. Mitchell | | | Executive Vice [removed: President, Finance] [added: President] and Chief Financial Officer | | | [removed: 55] [added: 56] | | |

| Timothy D. Roberts | | | Executive Vice President, Midstream [added: and Chemicals] | | | [removed: 60] [added: 61] | | |

| Vanessa L. Allen Sutherland | | | Executive Vice President, [removed: Legal and] Government Affairs, General Counsel and Corporate Secretary | | | [removed: 50] [added: 51] | | |

| J. Scott Pruitt | | | Vice President and Controller | | | [removed: 57] [added: 58] | | |

Lashier is President and Chief [removed: Operating] [added: Executive] Officer of Phillips 66, a position he has held since [removed: April 2021.][added: July 2022.]

Previously, Mr. Lashier served as President and Chief [removed: Executive] [added: Operating] Officer of [removed: Chevron] Phillips [removed: Chemical Company LLC] [added: 66] from [added: April 2021 to July 2022; President and Chief Executive Officer of CPChem from] August 2017 to April [removed: 2021 after serving] [added: 2021; and] as Executive Vice [removed: President—Commercial since] [added: President, Commercial of CPChem from] August [removed: 2015.][added: 2015 to August 2017.]

[removed: Herman] [added: Harbison] is [removed: Executive] [added: Senior] Vice President, Refining of Phillips 66, a position he has held since [removed: September 2017.][added: June 2022.]

Mitchell is Executive Vice [removed: President, Finance] [added: President] and Chief Financial Officer of Phillips 66, a position he has held since January 2016.

Roberts is Executive Vice President, Midstream [added: and Chemicals] of Phillips 66, a position he has held since August 2018.

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

Ms. Sutherland previously served as Executive Vice President and Chief Legal Officer of Norfolk Southern Corporation from April 2020 to [removed: December 2021,] [added: January 2022,] 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 [removed: Chairman] [added: Chairperson] of the U.S. Chemical Safety and Hazard Investigation Board from August 2015 to June 2018.

| Zhanna Golodryga | | | Executive Vice President, Emerging Energy and Sustainability | | | 67 | | |

| Richard G. Harbison | | | Senior Vice President, Refining | | | 57 | | |

On February 22, 2023.*

Zhanna Golodryga is Executive Vice President, Emerging Energy and Sustainability of Phillips 66, a position she has held since October 2022.

Previously, Ms. Golodryga served as Senior Vice President, Chief Digital and Administrative Officer from April 2017 to October 2022.

Richard G.

Mr. Harbison previously served as Vice President, San Francisco Refinery from March 2021 to May 2022, General Manager, San Francisco Refinery from June 2020 to February 2021, Manager, Lake Charles Manufacturing Complex from February 2016 to May 2020 and Manager of the Ferndale Refinery from August 2014 to January 2016.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

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

| Robert A. Herman | | | Executive Vice President, Refining | | | 62 | | |

On February 18, 2022.*

Greg C.

Garland has been the Chairman and Chief Executive Officer of Phillips 66 since April 2012.

Previously, Mr. Garland served as ConocoPhillips’ Senior Vice President, Exploration and Production—Americas from October 2010 to April 2012, and as President and Chief Executive Officer of CPChem from 2008 to 2010.

Robert A.

Previously, Mr. Herman served as Executive Vice President, Midstream from June 2014 to September 2017.

Phillips 66’s common stock is traded on the New York Stock Exchange under the symbol “PSX.” At January 31, [removed: 2022,] [added: 2023,] the number of stockholders of record of our shares was [removed: 31,692.][added: 30,117.]

[removed: ][added: ]

The above performance graph represents cumulative total stockholder return, which assumes reinvestment of dividends, of a $100 investment in our common stock, our self-constructed peer group for the year ended December 31, [added: 2022 (the New Peer Group), our self-constructed peer group for the year ended December 31,] 2021 (the [added: Old] Peer Group), and the S&P 500 Index, for the five years ended December 31, [removed: 2021.][added: 2022.]

[removed: We evaluate] [added: As a result of] our [added: annual reevaluation of our] peer [added: group, we made modifications to our peer] group [removed: on an annual basis and] [added: in 2022 to reflect companies that we] believe [removed: the Peer Group] [added: are more] closely [removed: aligns] [added: aligned] with our size and lines of business.

The [added: Old] Peer Group consists of Delek US Holdings, Inc.; Dow Inc.; [removed: HollyFrontier] [added: HF Sinclair] Corporation; LyondellBasell Industries N.V.; Magellan Midstream Partners, L.P.; Marathon Petroleum Corporation; MPLX LP; ONEOK, Inc.; PBF Energy Inc.; Targa Resources Corp.; Valero Energy Corporation; Westlake Chemical Corporation; and The Williams Companies, Inc. Additionally, [removed: Andeavor] [added: HollyFrontier Corporation] was included as a peer for periods prior to its acquisition by [removed: Marathon Petroleum] [added: HF Sinclair] Corporation in [removed: October 2018.][added: March 2022.]

Issuer Purchases of Equity SecuritiesIn March 2020, we announced that we had temporarily suspended our share [removed: repurchases.][added: repurchases to preserve liquidity in response to the global economic disruption caused by the COVID-19 pandemic.]

Any future share repurchases [added: pursuant to the share repurchase program] will be made at the discretion of management and will depend on various factors including our share price, results of operations, financial condition and cash required for future business plans.

The composition of our New Peer Group and Old Peer Group are discussed below.

The New Peer Group consists of CVR Energy, Inc.; Delek US Holdings, Inc.; Dow Inc.; HF Sinclair Corporation; LyondellBasell Industries N.V.; Marathon Petroleum Corporation; ONEOK, Inc.; PBF Energy Inc.; Targa Resources Corp.; Valero Energy Corporation; Westlake Chemical Corporation; and The Williams Companies, Inc. Additionally, HollyFrontier Corporation was included as a peer for periods prior to its acquisition by HF Sinclair Corporation in March 2022.

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

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

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

We resumed purchasing shares under our share repurchase program in the second quarter of 2022.

On November 7, 2022, our Board of Directors approved a $5 billion increase to our share repurchase program.

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

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

| | | | | | | | | | | | | | | | | | | Millions of Dollars | | |

| Period | | | Total Number of Shares Purchased* | | | | | | Average Price Paid per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| October 1-31, 2022 | | | 2,100,323 | | | | | | $ | 95.78 | | 2,100,323 | | | | | | $ | 1,523 | |

| November 1-30, 2022 | | | 2,346,608 | | | | | | 108.33 | | | 2,346,608 | | | | | | 6,269 | | |

| December 1-31, 2022 | | | 2,870,176 | | | | | | 102.74 | | | 2,870,176 | | | | | | 5,974 | | |

| Total | | | 7,317,107 | | | | | | $ | 102.54 | | 7,317,107 | | | | | | | | |

| Includes repurchase of shares of common stock from company employees in connection with the company’s broad-based employee incentive plans, when applicable.* | | | | | | | | | | | | | | | | | | | | |

| * Since July 2012, our Board of Directors has authorized an aggregate of $20 billion of repurchases of our outstanding common stock. Repurchases pursuant to the current authorizations do not have an expiration date. The share repurchases are expected to be funded primarily through available cash. We are not obligated to repurchase any shares of common stock pursuant to these authorizations and may commence, suspend or terminate repurchases at any time. Shares of stock repurchased are held as treasury shares.* | | | | | | | | | | | | | | | | | | | | |

As of December 31, 2021, we had $2,514 million remaining under our existing share repurchase authorization, which has no expiration date.

[Index to [removed: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

| [Report of [removed: Management](#ica3f54726deb46d99d3d051a97b88554_136)] [added: Management](#i64213ea7598947fdb81c617116ff25fe_136)] | | | [removed: [80](#ica3f54726deb46d99d3d051a97b88554_136)] [added: [86](#i64213ea7598947fdb81c617116ff25fe_136)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ica3f54726deb46d99d3d051a97b88554_139)] [added: Firm](#i64213ea7598947fdb81c617116ff25fe_139)] (PCAOB ID: 42) | | | [removed: [81](#ica3f54726deb46d99d3d051a97b88554_139)] [added: [87](#i64213ea7598947fdb81c617116ff25fe_139)] | | |

| [Consolidated Financial Statements of Phillips [removed: 66:](#ica3f54726deb46d99d3d051a97b88554_145)] [added: 66:](#i64213ea7598947fdb81c617116ff25fe_145)] | | | | | |

| [Consolidated Statement of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ica3f54726deb46d99d3d051a97b88554_148)] [added: 2020](#i64213ea7598947fdb81c617116ff25fe_148)] | | | [removed: [84](#ica3f54726deb46d99d3d051a97b88554_148)] [added: [94](#i64213ea7598947fdb81c617116ff25fe_148)] | | |

| [Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ica3f54726deb46d99d3d051a97b88554_151)] [added: 2020](#i64213ea7598947fdb81c617116ff25fe_151)] | | | [removed: [85](#ica3f54726deb46d99d3d051a97b88554_151)] [added: [95](#i64213ea7598947fdb81c617116ff25fe_151)] | | |

| [Consolidated Balance Sheet at December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ica3f54726deb46d99d3d051a97b88554_154)] [added: 2021](#i64213ea7598947fdb81c617116ff25fe_154)] | | | [removed: [86](#ica3f54726deb46d99d3d051a97b88554_154)] [added: [96](#i64213ea7598947fdb81c617116ff25fe_154)] | | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ica3f54726deb46d99d3d051a97b88554_157)] [added: 2020](#i64213ea7598947fdb81c617116ff25fe_157)] | | | [removed: [87](#ica3f54726deb46d99d3d051a97b88554_157)] [added: [97](#i64213ea7598947fdb81c617116ff25fe_157)] | | |

| [Consolidated Statement of Changes in Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ica3f54726deb46d99d3d051a97b88554_160)] [added: 2020](#i64213ea7598947fdb81c617116ff25fe_160)] | | | [removed: [88](#ica3f54726deb46d99d3d051a97b88554_160)] [added: [98](#i64213ea7598947fdb81c617116ff25fe_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ica3f54726deb46d99d3d051a97b88554_163)] [added: Statements](#i64213ea7598947fdb81c617116ff25fe_163)] | | | [removed: [90](#ica3f54726deb46d99d3d051a97b88554_163)] [added: [100](#i64213ea7598947fdb81c617116ff25fe_163)] | | |

[Index to [removed: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

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: 2021.][added: 2022.]

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] and their report is included herein.

| [removed: Chief Executive Officer] | | | | | | Chief Financial Officer | | |

Date: February [removed: 18, 2022][added: 22, 2023]

We have audited the accompanying consolidated balance sheets of Phillips 66 (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes (collectively referred to as the financial statements).

In our opinion, [added: based on our audits and, for 2022,] the [added: report of other auditors, the consolidated] financial statements present fairly, in all material respects, the [removed: consolidated] financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control-Integrated [removed: Framework*] [added: Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 18, 2022] [added: 22, 2023] expressed an unqualified opinion thereon.

Such procedures [removed: include] [added: included] examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

We believe that our audits [added: and the report of other auditors] provide a reasonable basis for our opinion.

We have audited Phillips 66’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control—Integrated [removed: Framework*] [added: Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Phillips 66 (the [removed: Company)] [added: Company),] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 18, 2022,] [added: 22, 2023,] expressed an unqualified opinion [removed: thereon.][added: thereon, based on our audit and the report of the other auditors.]

| Years Ended December 31 | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Sales and other operating revenues | | | $ | [removed: 111,476] [added: 169,990] | | | | | [removed: 64,129] [added: 111,476] | | | | | | [removed: 107,293] [added: 64,129] | | |

| Equity in earnings of affiliates | | | [removed: 2,904] [added: 2,968] | | | | | | [removed: 1,191] [added: 2,904] | | | | | | [removed: 2,127] [added: 1,191] | | |

| Net gain on dispositions | | | [removed: 18] [added: 7] | | | | | | [removed: 108] [added: 18] | | | | | | [removed: 20] [added: 108] | | |

| Other income | | | [removed: 454] [added: 2,737] | | | | | | [removed: 66] [added: 454] | | | | | | [removed: 119] [added: 66] | | |

| Total Revenues and Other Income | | | [removed: 114,852] [added: 175,702] | | | | | | [removed: 65,494] [added: 114,852] | | | | | | [removed: 109,559] [added: 65,494] | | |

| Purchased crude oil and products | | | [removed: 102,102] [added: 149,932] | | | | | | [removed: 57,707] [added: 102,102] | | | | | | [removed: 95,529] [added: 57,707] | | |

| Operating expenses | | | [removed: 5,147] [added: 6,111] | | | | | | [removed: 4,563] [added: 5,147] | | | | | | [removed: 5,074] [added: 4,563] | | |

| Selling, general and administrative expenses | | | [removed: 1,744] [added: 2,168] | | | | | | [removed: 1,544] [added: 1,744] | | | | | | [removed: 1,681] [added: 1,544] | | |

| Depreciation and amortization | | | [removed: 1,605] [added: 1,629] | | | | | | [removed: 1,395] [added: 1,605] | | | | | | [removed: 1,341] [added: 1,395] | | |

| Impairments | | | [removed: 1,498] [added: 60] | | | | | | [removed: 4,252] [added: 1,498] | | | | | | [removed: 861] [added: 4,252] | | |

| Taxes other than income taxes | | | [removed: 410] [added: 530] | | | | | | [removed: 464] [added: 410] | | | | | | [removed: 409] [added: 464] | | |

| Accretion on discounted liabilities | | | [removed: 24] [added: 23] | | | | | | [removed: 22] [added: 24] | | | | | | [removed: 23] [added: 22] | | |

| Interest and debt expense | | | [removed: 581] [added: 619] | | | | | | [removed: 499] [added: 581] | | | | | | [removed: 458] [added: 499] | | |

| Foreign currency transaction [added: (gains)] losses | | | [removed: 1] [added: (9)] | | | | | | [removed: 12] [added: 1] | | | | | | [removed: 5] [added: 12] | | |

| Total Costs and Expenses | | | [removed: 113,112] [added: 161,063] | | | | | | [removed: 70,458] [added: 113,112] | | | | | | [removed: 105,381] [added: 70,458] | | |

| Income (loss) before income taxes | | | [removed: 1,740] [added: 14,639] | | | | | | [removed: (4,964)] [added: 1,740] | | | | | | [removed: 4,178] [added: (4,964)] | | |

| [Report of Independent Registered Public Accounting Firm (DCP Midstream, LP) (PCAOB ID:](#i64213ea7598947fdb81c617116ff25fe_7146825583060) 34[)](#i64213ea7598947fdb81c617116ff25fe_7146825583060) | | | [91](#i64213ea7598947fdb81c617116ff25fe_7146825583060) | | |

On August 17, 2022, the company and a co-venturer completed the merger of DCP Midstream, LLC and Gray Oak Holdings, LLC.

As a result of the merger and the governance rights delegated to the company over DCP Midstream, LLC’s Class A Segment, the company began consolidating the financial results of DCP Midstream, LLC’s Class A Segment, DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC.

The company has accounted for the consolidation of these entities as a business combination.

Accordingly, the acquired assets and assumed liabilities of these entities are included in our consolidated balance sheet as of December 31, 2022, and the results of operations and cash flows of these entities are reported in our consolidated statements of operations and cash flows from August 18, 2022 through December 31, 2022.

As permitted by the Securities and Exchange Commission for acquisitions completed during the reporting year, we have elected to exclude these entities from the company’s assessment of internal control over financial reporting as of December 31, 2022.

These entities represented approximately 22% of consolidated total assets as of December 31, 2022 and approximately 3% of total revenues and other income for the year ended December 31, 2022.

| /s/ Mark E. Lashier | | | | | | /s/ Kevin J. Mitchell | | |

| Mark E. Lashier | | | | | | Kevin J. Mitchell | | |

| President and Chief Executive Officer | | | | | | Executive Vice President and | | |

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

We did not audit the 2022 financial statements of DCP Midstream, LP (DCP LP), a consolidated subsidiary, which reflect total assets constituting approximately 18% at December 31, 2022, and total revenues constituting approximately 3% for the year then ended.

Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for DCP LP for 2022, is based solely on the report of the other auditors.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

| | | | | | | Consolidation of DCP Midstream | | |

| *Description of the Matter* | | | | | | As discussed in Note 3 to the consolidated financial statements, the Company and its co-venturer merged DCP Midstream, LLC (DCP Midstream) and Gray Oak Holdings LLC (Gray Oak Holdings) on August 17, 2022, with DCP Midstream as the surviving entity. The Company determined that each of the two classes of membership interests (the Class A and B Segments) of DCP Midstream should be evaluated for consolidation separately under the variable interest consolidation model. The Company determined it is the primary beneficiary of the Class A Segment due to the governance rights it has as the managing member of that segment, and the initial consolidation was accounted for as a business combination. The Class B Segment is accounted for using the equity method of accounting. Evaluating the Company’s determination that the Class A and B Segments should be evaluated for consolidation separately was complex and required us to use significant judgment when assessing the effect of the contractual rights and obligations of the Company and its co-venturer in DCP Midstream and the Class A and B Segments on such determination. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its application of the variable interest consolidation model to DCP Midstream. To test the Company’s application of the variable interest consolidation model, our audit procedures included identifying the relevant contractual rights and obligations of the Company and its co-venturer in DCP Midstream and the Class A and B Segments, making inquiries of management and legal counsel as to the interpretation and operation of such terms, and evaluating their effect on the Company’s consolidation conclusions. In particular, significant judgment was required in evaluating the Company’s determination that essentially all of the assets, liabilities and equity of the Class A and B Segments are separate from the overall DCP Midstream entity, and that the two segments should be separately evaluated for consolidation. We also have evaluated the Company’s disclosures in relation to this matter. | | |

February 22, 2023

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

As indicated in the accompanying Report of Management, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of DCP Midstream, LLC’s Class A Segment, DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC, which are included in the 2022 consolidated financial statements of the Company and constituted approximately 22% of total assets as of December 31, 2022 and approximately 3% of total revenues and other income, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of DCP Midstream, LLC’s Class A Segment, DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC.

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

February 22, 2023

[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

Report of Independent Registered Public Accounting Firm

To the Board of Directors of DCP Midstream GP, LLC and the Unitholders of DCP Midstream, LP

Opinion on the Financial Statements

We have audited the consolidated balance sheets of DCP Midstream, LP and subsidiaries (the "Partnership") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We did not audit the financial statements of Gulf Coast Express Pipeline, LLC, the Partnership’s investment which is accounted for by use of the equity method.

The consolidated financial statements of the Partnership include its equity investment in Gulf Coast Express Pipeline, LLC of $408 million and $422 million as of December 31, 2022 and 2021, and its equity earnings in Gulf Coast Express Pipeline, LLC of $67 million, $63 million, and $66 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Gulf Coast Express Pipeline, LLC is based solely on the report of the other auditors.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2022, based on the criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2023, expressed an unqualified opinion on the Partnership’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

| /s/ Greg C. Garland | | | | | | /s/ Kevin J. Mitchell | | |

| Greg C. Garland | | | | | | Kevin J. Mitchell | | |

| Chairman of the Board of Directors and | | | | | | Executive Vice President, Finance and | | |

| | | | | | | Assessment of Equity Method Investment Impairment | | |

| *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 $12.8 billion as of December 31, 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. Auditing the Company’s impairment assessments 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 impairment. | | |

| *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

| Prior service credit arising during the period | | | — | | | | | | — | | | | | | 2 | | |

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

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

| December 31, 2018 | | | $ | 6 | | 19,873 | | | (15,023) | | | 20,489 | | | (692) | | | 2,500 | | | 27,153 | | |

| Cumulative effect of accounting changes | | | — | | | — | | | — | | | 81 | | | (89) | | | (1) | | | (9) | | |

| Net income | | | — | | | — | | | — | | | 3,076 | | | — | | | 301 | | | 3,377 | | |

| Issuance of Phillips 66 Partners LP common units | | | — | | | 68 | | | — | | | — | | | — | | | 73 | | | 141 | | |

| Impacts from Phillips 66 Partners LP GP/IDR restructuring transaction | | | — | | | 275 | | | — | | | — | | | — | | | (373) | | | (98) | | |

| December 31, 2018 | | | | | | | | | 645,691,761 | | | 189,526,331 | | |

| Repurchase of common stock | | | | | | | | | — | | | — | | |

| 2019 | | | | | | | | | $ | 3.50 | | | | |

See Note 27—Phillips 66 Partners LP, for further discussion on our significant consolidated VIE.

Effective January 1, 2019, we elected to adopt ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU permits the deferred income tax effects stranded in accumulated other comprehensive income (AOCI) resulting from the U.S. Tax Cuts and Jobs Act (the Tax Act) enacted in December 2017 to be reclassified to retained earnings.

As of January 1, 2019, we recorded a cumulative effect adjustment to our opening consolidated balance sheet to reclassify an aggregate income tax benefit of $89 million, primarily related to our pension plans, from accumulated other comprehensive loss to retained earnings.

Effective January 1, 2019, we early adopted ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” using the modified retrospective transition method.

This ASU amends the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables, and off-balance sheet credit exposures.

The amendment requires entities to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses.

We recorded a noncash cumulative effect adjustment to retained earnings of $9 million, net of $3 million of income taxes, on our opening consolidated balance sheet as of January 1, 2019.

See Note 4—Credit Losses, for more information on our presentation of credit losses.

Effective January 1, 2019, we adopted ASU No. 2016-02, “Leases (Topic 842),” using the modified retrospective transition method.

The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months.

Leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of operations.

We elected the package of practical expedients that allowed us to carry forward our determination of whether an arrangement contained a lease and lease classification, as well as our accounting for initial direct costs for existing contracts.

We recorded a noncash cumulative effect adjustment, reflecting an aggregate operating lease ROU asset and corresponding lease liability of $1,415 million and immaterial adjustments to retained earnings and noncontrolling interests, on our opening consolidated balance sheet as of January 1, 2019.

See Note 18—Leases, for the new lease disclosures required by this ASU.

| NGL | | | 9,074 | | | | | | 4,084 | | | | | | 4,814 | | |

The negative economic impacts associated with Coronavirus Disease 2019 (COVID-19) increase the probability that certain of our counterparties may not be able to completely fulfill their obligations in a timely manner.

In response, we have enhanced our credit monitoring, sought collateral to support some transactions, and required prepayments from higher-risk counterparties.

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

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

At December 31, 2021 and 2020, Phillips 66 Partners’ investment in the Gray Oak Pipeline had a book value of $812 million and $860 million, respectively.

The Sand Hills Pipeline system is operated by DCP Midstream, LP (DCP Partners).

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.

As of December 31, [removed: 2021,] [added: 2022,] with the participation of management, our [removed: Chairman] [added: President] and Chief Executive Officer and our Executive Vice [removed: President, Finance] [added: President] 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 [removed: Chairman] [added: President] and Chief Executive Officer and our Executive Vice [removed: President, Finance] [added: President] and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, [removed: 2021.][added: 2022.]

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: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On August 17, 2022, the company and a co-venturer completed the merger of DCP Midstream, LLC and Gray Oak Holdings LLC.

As a result of the merger and the governance rights delegated to the company over DCP Midstream, LLC’s Class A Segment, the company began consolidating the financial results of DCP Midstream, LLC’s Class A Segment, DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC.

The company has accounted for the consolidation of these entities as a business combination.

Accordingly, the acquired assets and assumed liabilities of these entities are included in our consolidated balance sheet as of December 31, 2022, and the results of operations and cash flows of these entities are reported in our consolidated statements of operations and cash flows from August 18, 2022 through December 31, 2022.

We are currently in the process of integrating DCP Midstream, LLC Class A Segment, DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC into our operations and internal control processes.

Management’s assessment and conclusions on the effectiveness of our disclosure controls and procedures as of December 31, 2022, excludes an assessment of the internal control over financial reporting of these entities as permitted by the Securities and Exchange Commission for acquisitions completed during the reporting year.

[Index to [removed: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

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: 11, 2022,] [added: 10, 2023,] which will be filed within 120 days after December 31, [removed: 2021 (2022] [added: 2022 (2023] Definitive Proxy Statement).*

We have adopted a Code of Ethics for the Principal Executive Officer and Senior Financial Officers (the “Code of Ethics”) that applies to our Principal Executive Officer, Chief Financial Officer and Controller.

The Code of Ethics is posted on our website located at *http://www.phillips66.com* and is available in print upon request.

We intend to disclose future amendments to certain provisions of the Code of Ethics, and waivers of the Code of Ethics, on our website.

The information required by Item 11 of Part III is incorporated herein by reference from our [removed: 2022] [added: 2023] Definitive Proxy Statement.*

The information required by Item 12 of Part III is incorporated herein by reference from our [removed: 2022] [added: 2023] Definitive Proxy Statement.*

The information required by Item 13 of Part III is incorporated herein by reference from our [removed: 2022] [added: 2023] Definitive Proxy Statement.*

The information required by Item 14 of Part III is incorporated herein by reference from our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_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: 79,] [added: 85,] are filed as part of this Annual Report on Form 10-K. | | |

| | | | 3. | | | Exhibits The exhibits listed in the Index to Exhibits, which appears on pages [removed: 150] [added: 165] to [removed: 153,] [added: 171,] are filed as part of this Annual Report on Form 10-K. | | |

[Index to [removed: Financial](#ica3f54726deb46d99d3d051a97b88554_133) [Statements](#ica3f54726deb46d99d3d051a97b88554_133)][added: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)]

| | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Exhibit Number | | | | | | Exhibit Description | | | Form | | | Exhibit Number | | | Filing Date | | | SEC File No. | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [2.1](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex21.htm) | | | | | | [Separation and Distribution Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex21.htm). | | | 8-K | | | 2.1 | | | 05/01/2012 | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [3.1](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex31.htm) | | | | | | [Amended and Restated Certificate of Incorporation of Phillips 66](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex31.htm). | | | 8-K | | | 3.1 | | | 05/01/2012 | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1534701/000153470117000025/phillips66by-lawsrevfeb820.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1534701/000119312522301888/d435494dex31.htm)] | | | | | | [Amended and Restated By-Laws of Phillips [removed: 66](http://www.sec.gov/Archives/edgar/data/1534701/000153470117000025/phillips66by-lawsrevfeb820.htm).] [added: 66](https://www.sec.gov/Archives/edgar/data/1534701/000119312522301888/d435494dex31.htm).] | | | 8-K | | | 3.1 | | | [removed: 02/09/2017] [added: 12/09/2022] | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [4.1](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex41.htm) | | | | | | [Description of Phillips 66’s Securities](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000070/psx-20191231ex41.htm). | | | 10-K | | | 4.1 | | | 02/21/2020 | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

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

| [4.3](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex44.htm) | | | | | | [Form of the terms of [removed: 4.300%] [added: 5.875%] Senior Notes due [removed: 2022](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex44.htm).] [added: 2042](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex44.htm).] | | | 10-12B/A | | | 4.4 | | | 04/05/2012 | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.4](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex44.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm)] | | | | | | [Form of the terms of [removed: 5.875%] [added: 1.300%] Senior Notes due [removed: 2042](https://www.sec.gov/Archives/edgar/data/1534701/000119312512151117/d319224dex44.htm).] [added: 2026](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm).] | | | [removed: 10-12B/A] [added: 8-K] | | | 4.4 | | | [removed: 04/05/2012] [added: 11/18/2020] | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.5](https://www.sec.gov/Archives/edgar/data/1534701/000119312514415150/d821776dex42.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1534701/000119312514415150/d821776dex42.htm)] | | | | | | [Form of the terms of 4.650% Senior Notes due November 2034](https://www.sec.gov/Archives/edgar/data/1534701/000119312514415150/d821776dex42.htm). | | | 8-K | | | 4.2 | | | 11/17/2014 | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1534701/000119312514415150/d821776dex42.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1534701/000119312514415150/d821776dex42.htm)] | | | | | | [Form of the terms of 4.875% Senior Notes due November 2044](https://www.sec.gov/Archives/edgar/data/1534701/000119312514415150/d821776dex42.htm). | | | 8-K | | | 4.2 | | | 11/17/2014 | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/1534701/000114420418012237/tv487456_ex4-3.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1534701/000114420418012237/tv487456_ex4-3.htm)] | | | | | | [Form of the terms of 3.900% Senior Notes due March 2028](https://www.sec.gov/Archives/edgar/data/1534701/000114420418012237/tv487456_ex4-3.htm). | | | 8-K | | | 4.3 | | | 03/01/2018 | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/exhibit_4x11.htm)] [added: [4.7](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.9](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2023xnotes.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm)] | | | | | | [Form of the terms of [removed: 3.700%] [added: 3.850%] Senior Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2023xnotes.htm).] [added: 2025](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm).] | | | 8-K | | | [removed: 4.2] [added: 4.3] | | | 04/09/2020 | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm)] | | | | | | [Form of the terms of [removed: 3.850%] [added: 0.900%] Senior Notes due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm).] [added: 2024](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm).] | | | 8-K | | | 4.3 | | | [removed: 04/09/2020] [added: 11/18/2020] | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000097/psx-june2020notesxterm.htm)] [added: [4.9](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm)] | | | | | | [Form of the terms of [removed: 0.900%] [added: 3.300%] Senior Notes due [removed: 2024](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm).] [added: 2052](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm).] | | | 8-K | | | [removed: 4.3] [added: 4.2] | | | [removed: 11/18/2020] [added: 11/15/2021] | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm)] | | | | | | [Form of the terms of [removed: 1.300% Senior Notes due 2026](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm).] [added: the 2026 Notes, including the form of the 2026 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm).] | | | 8-K | | | 4.4 | | | [removed: 11/18/2020] [added: 05/05/2022] | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex42.htm)] | | | | | | [Form of the terms of [removed: 3.300% Senior Notes due 2052](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm).] [added: the 2024 Notes, including the form of the 2024 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex42.htm).] | | | 8-K | | | 4.2 | | | [removed: 11/15/2021] [added: 05/05/2022] | | | 001-35349 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000099/psx-arcreditagreemente.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1534701/000119312522181496/d285698dex101.htm)] | | | | | | [removed: [Amended and Restated Credit] [added: [Credit] Agreement dated as of [removed: July 30, 2019,] [added: June 23, 2022,] among Phillips [removed: 66, Phillips] 66 Company, [added: Phillips 66, as guarantor,] the lenders party thereto, and [removed: JPMorgan Chase] [added: Mizuho] Bank, [removed: N.A.,] [added: Ltd.,] as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/1534701/000153470119000099/psx-arcreditagreemente.htm).] [added: agent](https://www.sec.gov/Archives/edgar/data/1534701/000119312522181496/d285698dex101.htm).] | | | 8-K | | | 10.1 | | | [removed: 08/01/2019] [added: 06/24/2022] | | | 001-35349 | | | | | | [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 | | | | | | [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 | | | | | | [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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [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 | | | | | | [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 | | | | | | [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 | | | | | | [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 | | | | | | [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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [10.10](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 | | | | | | [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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1015.htm)] [added: [10.13](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1018kesrpfirstamendment.htm)] [added: [10.14](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1534701/000153470116000153/psx-2016630_ex101.htm)] [added: [10.15](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1017.htm)] [added: [10.16](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1018.htm)] [added: [10.17](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1019.htm)] [added: [10.18](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1024kedcpfirstamendment.htm)] [added: [10.19](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1020.htm)] [added: [10.20](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 | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

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| [2.3](https://www.sec.gov/Archives/edgar/data/1534701/000119312523003066/d447901dex21.htm) | | | | | | [Agreement and Plan of Merger, dated January 5, 2023, by and among Phillips 66, Phillips 66 Project Development Inc., Dynamo Merger Sub LLC, DCP Midstream, LP, DCP Midstream GP, LP and DCP Midstream GP, LLC](https://www.sec.gov/Archives/edgar/data/1534701/000119312523003066/d447901dex21.htm). | | | 8-K | | | 2.1 | | | 01/06/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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[Index to Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)

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| | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Exhibit Description | | | Form | | | Exhibit Number | | | Filing Date | | | SEC File No. | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| /s/ Greg C. Garland | | | | | | Chairman of the Board of Directors | | |

| | | | | | | (Principal financial officer) | | |

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