Phillips 66 (PSX) 10-K risk factor changes: FY2023 vs FY2022

[removed: Our financial results are affected by changing] [added: Market conditions, including volatile] commodity [removed: prices and] [added: prices,] margins [added: and demand] for refined petroleum, petrochemical and plastics [removed: products.][added: products, impact our earnings, financial condition and cash flows.]

[removed: Our] [added: Similar to other companies in the industry in which we operate, our] financial results are largely affected by the relationship, or margin, between the prices at which we sell refined petroleum, petrochemical and plastics products and the prices for crude oil and other feedstocks used in manufacturing these products.

The [removed: costs] [added: cost] of feedstocks and the prices at which we can ultimately sell our products depend on numerous factors beyond our control, including regional and global supply and demand, which are subject to, among other things, production levels, levels of refined petroleum product inventories, productivity and growth of economies, [added: geopolitical risks, such as turmoil in the Middle East, Eastern Europe,] and [added: other producing regions, technology advancements and the pace of the energy transition, weather-related damage and disruptions due to other natural or human causes, consumer preferences and the use and availability of substitute products, and] governmental regulation.

We do not produce crude oil and [added: other feedstocks and] must purchase all of the [removed: crude] [added: feedstocks] we process.

The price of [added: natural gas and] crude oil also influences prices for [added: the] petrochemical and plastics products [added: we produce] and the feedstocks used to manufacture [removed: the] [added: those] products.

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

Market conditions, including [added: volatile] commodity [removed: prices, may] [added: prices and demand for crude oil, natural gas and NGL,] impact the earnings, financial condition and cash flows of our Midstream business.

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

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

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

Damages resulting from an incident involving any of our assets or operations may result in our being named as a defendant in one or more lawsuits asserting potentially substantial claims or in our being assessed potentially substantial [added: remediation] fines [added: or penalties] by governmental authorities.

In addition to our own operational risks, we could experience interruptions of supply or increases in costs to deliver refined petroleum products to market if the ability of the pipelines or vessels to transport crude oil or refined petroleum products is disrupted because of weather events, accidents, governmental [removed: regulations] [added: regulations, public health crises, armed hostilities,] or third-party [removed: actions.][added: actions, including protests.]

Public health crises, epidemics and pandemics, such as the COVID-19 [removed: pandemic] [added: pandemic,] have had and could continue to have a material adverse effect on our business.

Factors that will influence the impact on our business and operations include the duration and extent of such events, including the virulence of the infection, the timing of vaccine development and distribution across the world and its impact on economic recovery, the extent of imposed or recommended containment and mitigation [removed: measures] [added: measures, including travel restrictions,] and their impact on our operations, and the general economic consequences of public health crises, epidemics and pandemics, such as the COVID-19 pandemic.

To the extent any public health 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 [removed: below,] [added: in this Annual Report,] such as risks associated with industry capacity utilization, volatility in the price and availability of raw materials, [added: supply chain interruptions,] 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.

Large [removed: capital] [added: capital-intensive] projects can take many years to complete, and [added: the political and regulatory environments or] market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting expected project returns.

Our basis for approving [removed: a] large-scale [removed: capital project] [added: capital-intensive projects, such as the conversion of our San Francisco refinery into a renewable fuels facility,] is the expectation that it will deliver an acceptable rate of return on the capital invested.

During this multiyear period, [added: the political and regulatory environments or other] market conditions can change from those we [removed: forecast,] [added: anticipate,] and these changes could be significant.

Plans we or our joint ventures may have to expand or construct 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 [removed: carbon-based] [added: petroleum-based] fuels.

Such risks could adversely impact our [added: business and] results of operations.

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

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

[removed: In addition, our] [added: Our] Energy Research & Innovation organization works to develop new technologies [added: and solutions] focused on advancing our [removed: business,] [added: business units,] including renewable [removed: fuels research] and [removed: energy transition programs.][added: sustainable fuels research.]

[removed: In addition,] [added: Furthermore,] the U.S. government can prevent or restrict us from doing business in foreign countries and from doing business with entities affiliated with foreign governments, which can include state oil companies and U.S. subsidiaries of those companies.

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

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

We have systems in place to manage potential acute physical risks, including those that may be caused by climate change, but [removed: if any] such events [removed: were to occur, they] could have an adverse effect on our assets and operations.

Examples of potential physical risks include floods, hurricane-force winds, [added: severe storms, droughts, heat waves, earthquakes,] wildfires, freezing temperatures and snowstorms, as well as rising sea levels at our coastal facilities.

If any of these events had previously occurred or occurs in the future in connection with any of our refineries, pipelines or refined petroleum products terminals, or in connection with any facilities that receive our wastes or byproducts for treatment or disposal, other than events for which we are indemnified, we could be liable for all costs and penalties associated with their remediation under federal, state, local and international environmental laws or [added: at] common law, and could be liable for property damage to third parties caused by contamination from releases and spills.

International climate change-related efforts, such as the 2015 United Nations Conference on Climate Change, which led to the creation of the Paris Agreement, [added: and the 2023 United Nations Climate Change Conference,] may impact the regulatory framework of states whose policies directly influence our present and future operations.

The [removed: U.S.] [added: future of the U.S.’s] climate change strategy and the impact to our industry and operations due to [added: further] GHG regulation is unknown at this time.

Most of the crude oil and [added: natural] gas production of our Midstream segment’s customers is being produced from unconventional oil shale reservoirs.

If ballot initiatives, local, state, or national restrictions or prohibitions are adopted and result in more stringent limitations on the production and development of crude oil and natural gas, [added: we may incur significant costs to comply with the requirements, and] producers may experience delays or curtailment in the permitting or pursuit of exploration, development or production activities.

Societal, technological, political and scientific developments around emissions and fuel efficiency may decrease demand for [added: traditional] transportation fuels.

Government efforts to steer the public toward non-petroleum-based fuel dependent modes of transportation may foster a negative perception toward transportation fuels or increase costs of our products, thus affecting the public’s attitude toward our major [removed: product.][added: products.]

Advanced technology and increased use of vehicles that do not use petroleum-based transportation fuels or that are powered by hybrid engines would reduce demand for [added: the] motor [removed: fuel.][added: fuel we produce.]

Continuing political and social concerns about [removed: the issues of] climate change [added: and other Environmental, Social and Governance (ESG) matters] may result in changes to our business and significant expenditures, including litigation-related expenses.

Additionally, cities, counties, and other governmental entities in several states in the U.S. began filing lawsuits against energy companies in 2017, including Phillips [removed: 66.][added: 66, seeking damages allegedly associated with climate change, and the plaintiffs are seeking unspecified damages and abatement under various tort theories.]

While we believe these lawsuits are an inappropriate vehicle to address the challenges associated with climate change and will vigorously defend against [removed: them for lacking factual and legal merit,] [added: them,] the ultimate outcome and impact to us of any such litigation cannot be predicted with certainty, and we could incur substantial legal costs associated with defending these and similar lawsuits in the future.

Additionally, 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 [removed: Environmental, Social and Corporate Governance (ESG) related] [added: ESG-related] matters and practices by companies are false [removed: and] [added: or] misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes.

The ability of the members of the Organization of Petroleum Exporting Countries (OPEC) to agree on and to maintain crude oil price and production controls and changes in trade flows from events such as the Russia-Ukraine war have also had, and are likely to continue to have, a significant impact on the market prices of crude oil and certain of our products.

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We may be impacted again in the future depending on the duration and scope of any future health crises, epidemics, or pandemics.

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Supply chain disruptions may also delay projects or increase costs.

The occurrence of these factors may delay or increase the cost of our efforts, which could negatively impact our reputation, results of operations, cash flows and our return on capital employed.

- Establishing maximum margins that can be earned on sales of motor fuels or imposing financial penalties on profits earned above established maximum margins.

- Limiting or prohibiting our ability to undertake turnaround or other maintenance activities at our refineries.

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For example, in March 2023, the California legislature adopted Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, SBx 1-2), which, among other things, (i) authorizes the establishment of a maximum gross gasoline refining margin (maximum margin) and the imposition of a financial penalty for profits above the maximum margin, (ii) significantly expands reporting obligations relating to the maintenance and business of our California refineries, which includes reporting requirements to the California Energy Commission (CEC) for all participants in the petroleum industry supply chain in California, (iii) creates the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorizes the CEC to regulate the timing and other aspects of refinery turnaround and other maintenance activities in certain instances.

The CEC is currently in rulemaking with respect to various aspects of SBx 1-2, and the potential implementation of a financial penalty or any restrictions or delays on our ability to undertake turnaround or other maintenance activities creates uncertainty due to the potential adverse effects on our refining, marketing and midstream operations in California, which may be material to our results of operations, financial condition, profitability and cash flows.

We anticipate that other jurisdictions may contemplate similarly focused legislation or actions.

The ultimate timing and impacts of SBx 1-2 and any other similarly focused legislation or actions are subject to considerable uncertainty due to a number of factors, including technological and economic feasibility, legal challenges, and potential changes in law, regulation, or policy, and it is not currently possible to predict the ultimate effects of these matters and developments, but they may be significant.

For example, adverse effects on the financial performance of our operations in the state of California or the useful lives of the assets related to such operations may result in the recognition of material asset impairment charges and asset retirement obligations.

We may face other regulatory changes in the U.S. including, but not limited to, the enactment of tax law changes that adversely affect our industry, new emissions standards, restrictive flaring regulations, and more stringent requirements for environmental impact studies and reviews.

Hostilities in the Middle East, Russia or elsewhere or the occurrence or threat of future terrorist attacks could adversely affect the economies of the U.S. and other countries.

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Such compliance costs and delays, curtailments, limitations or prohibitions could have a material adverse effect on our business, prospects, results of operations, financial condition and liquidity.

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The competition for renewable fuels feedstocks may also increase, negatively impacting the availability of such feedstocks or increasing their cost.

Such claims are included in lawsuits filed against energy companies, including Phillips 66.

Efforts have also been made by governments and private parties to shut down energy assets by challenging operating permits, the validity of easements or the compliance with easement conditions.

Lawsuits and/or regulatory proceedings or actions of this nature could result in interruptions to construction or operations of current or future projects, delays in completing those projects and/or increased project costs, all of which may have a material, adverse effect on our business, financial condition, results of operation and cash flows.

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Any of the foregoing can be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.

Further, we have exposure to cybersecurity incidents and the negative impacts of such incidents related to our critical data and proprietary information housed on third-party IT systems, including cloud-based systems.

Additionally, authorized third-party IT systems or software can be compromised and used to gain access or introduce malware to our IT systems that can materially impact our business.

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The GDPR applies to the transfer and processing of personal data of those who live in the EU or UK, respectively.

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A failure to achieve our published GHG emissions intensity reduction goals and other E&S targets we may set in the future could negatively impact our business.

We have announced targets to reduce our Scope 1 and Scope 2 GHG emissions intensity from our operations by 30% and Scope 3 GHG emissions intensity of our energy products by 15% by 2030, and a target to reduce our Scope 1 and Scope 2 GHG emissions intensity by 50% by 2050, in each case as compared to baseline 2019 levels.

Our ability to achieve these goals depends on many factors, many of which are beyond our control, such as advancements that enable broad commercial deployment and use of lower-carbon technologies; global policies that fund and incentivize the development of a lower-carbon energy system; changes in consumer behavior and energy choices; the availability of materials throughout the supply chain; evolving regulatory requirements; competitor actions; the availability of renewable feedstocks; and acquisition and divestiture activities.

Further, the standards for tracking and reporting on GHG emissions have not been harmonized and continue to evolve.

Our selection of disclosure frameworks that seek to align with various reporting standards may change from time to time and may result in a lack of comparative data from period to period.

In addition, our processes and controls may not always align with evolving voluntary standards for identifying, measuring, and reporting GHG emissions, our interpretation of reporting standards may differ from those of others, and such standards may change over time, any of which could result in significant revisions to our goals or reported progress in achieving such goals.

Additionally, the level of production from natural gas wells will naturally decline over time.

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.

For example, due to significant damages from Hurricane Ida, we shut down the Alliance Refinery.

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

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

The GDPR applies to activities related to personal data that are conducted from an establishment in the EU.

Risks Related to Our Equity Investments and Pending Merger

One of our subsidiaries serves as the managing member of the general partner of a publicly traded master limited partnership (MLP), DCP LP, which may increase our exposure to legal liability, including with respect to our pending acquisition of the publicly held common units of DCP LP.

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.

Our control of the activities of 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 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.

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

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.

*Management’s Discussion and Analysis is the company’s analysis of its financial [removed: performance and] [added: performance,] financial condition, and [removed: of] significant trends that may affect future performance.

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

Phillips 66 is [added: uniquely positioned as] a diversified [added: and integrated downstream] energy company [added: operating] with Midstream, Chemicals, Refining, and Marketing and Specialties (M&S) [removed: operating] segments.

At December 31, [removed: 2022,] [added: 2023,] we had total assets of [removed: $76.4] [added: $75.5] billion.

[removed: During 2022, we] [added: We] used available cash [added: primarily] to [removed: pay down $2.4 billion] [added: repurchase noncontrolling interests] in [removed: debt,] [added: DCP LP for $4.1 billion, repurchase shares of our common stock for $4 billion,] fund capital expenditures and investments of [removed: $2.2] [added: $2.4] billion, [added: and] pay dividends on our common stock of [removed: $1.8 billion and repurchase $1.5 billion of our common stock.][added: $1.9 billion.]

We ended [removed: 2022] [added: 2023] with [removed: $6.1] [added: $3.3] billion of cash and cash equivalents and approximately [removed: $6.7] [added: $6.4] billion of total committed capacity available under our credit facilities.

*DCP Midstream, LLC [removed: (DCP Midstream)] and Gray Oak Holdings LLC [removed: (Gray Oak Holdings) Merger*][added: Merger (DCP Midstream Merger)*]

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

In connection with the [removed: merger,] [added: DCP Midstream Merger,] we were delegated DCP Midstream’s governance rights over DCP LP and its general partner entities, referred to as DCP Midstream Class A [removed: Segment.][added: Segment, and our indirect economic interest in DCP LP increased to 43.3%.]

[removed: In connection with] [added: Our business segment and consolidated results reflect] the [removed: merger] [added: consolidation] of DCP Midstream [removed: and Gray Oak Holdings, our NGL and Other business includes DCP Midstream] Class A Segment, DCP Sand Hills [removed: Pipeline, LLC (DCP Sand Hills)] and DCP Southern [removed: Hills Pipeline, LLC (DCP Southern Hills).][added: Hills, in connection with the DCP Midstream Merger, from August 18, 2022, forward.]

Prior to August 18, 2022, our investments in DCP Midstream, DCP Sand Hills and DCP Southern Hills were accounted for using the equity [removed: method.][added: method and equity earnings from these investments are included in the results of our NGL and Other business.]

See Note 3—DCP Midstream, LLC and [removed: Gray Oak Holdings LLC Merger,] [added: DCP Midstream, LP Mergers,] in the Notes to Consolidated Financial Statements, for additional information on the [removed: merger of] DCP Midstream and [removed: Gray Oak Holdings.][added: DCP LP Mergers.]

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[removed: On January 5, 2023, we] [added: The DCP LP Merger Agreement was] entered into [removed: a definitive agreement] with DCP LP, its subsidiaries and its general partner entities, pursuant to which one of our wholly owned subsidiaries [removed: will merge] [added: merged] with and into DCP LP, with DCP LP surviving as a Delaware limited partnership.

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

The [removed: merger will increase] [added: DCP LP Merger increased] our [added: aggregate direct and indirect] economic interest in DCP LP from 43.3% to 86.8%.

See Note 29—DCP Midstream Class A Segment, in the Notes to Consolidated Financial Statements, for additional information [removed: on] [added: regarding] the [added: DCP LP public] common unit acquisition [removed: agreement.][added: and the redemptions of DCP LP’s Series B and Series C preferred units.]

*Phillips 66 Partners [removed: Merger*][added: Term Loan*]

[removed: On March 9, 2022, we completed] [added: The decrease also reflects] the [added: impact of the] merger between us and Phillips 66 Partners [removed: LP (Phillips 66 Partners).][added: in March 2022.]

See Note [added: 3—DCP Midstream, LLC and DCP Midstream, LP Mergers, and Note] 30—Phillips 66 Partners LP, in the Notes to Consolidated Financial Statements, for additional information on [removed: this merger transaction.][added: the DCP Midstream Merger and the Phillips 66 Partners merger, respectively.]

We [removed: are executing on] [added: exceeded] our [removed: initiatives to achieve] [added: savings target by achieving] a [removed: sustainable] run-rate cost reduction of [removed: at least $800] [added: $900] million [added: per year] and [removed: a] sustaining capital reduction of [removed: at least $200] [added: $300] million per year by the end of 2023.

[removed: Optimizing] [added: - Improve Refining Performance – We are focused on optimizing] utilization rates and product yield at our refineries through reliable and safe [removed: operations enables] [added: operations, which will enable] us to capture the value available in the market in terms of prices and margins.

During [removed: 2022,] [added: 2023,] our worldwide refining crude oil capacity utilization rate was [removed: 90%] [added: 92%] and our worldwide refining clean product yield was [removed: 84%.][added: 85%, compared to 90% and 84%, respectively, in 2022.]

[added: - Drive Disciplined Growth and Returns –] A disciplined capital allocation process ensures we invest in projects that are expected to generate competitive returns.

In [removed: 2023,] [added: 2024,] we have budgeted [removed: $2] [added: $2.2] billion in capital expenditures and investments, which includes [removed: $1.1] [added: $1.3] billion of growth capital.

In [removed: Midstream,] [added: 2024,] we have budgeted [removed: $639] [added: $985] million [removed: for] [added: of] capital expenditures and [removed: investments,] [added: investments in our Midstream segment,] of which [removed: $310] [added: $593] million [removed: is for growth capital projects directed towards] [added: will be focused on] enhancing our integrated [removed: natural gas liquids (NGL)] [added: NGL wellhead-to-market] value [removed: chain from wellhead to market.][added: chain.]

We plan to enhance Refining [added: segment] returns [added: and increase our utilization rates] by focusing on low-capital, higher-return projects that increase asset reliability, improve market capture and reduce costs.

[added: - Deliver Shareholder Returns –] We believe shareholder value is enhanced through, among other things, a secure, competitive and growing dividend, complemented by share repurchases.

The amount and timing of future dividend payments and the level and timing of future share repurchases [added: is subject to the discretion of, and approval by, our Board of Directors and] will depend on various factors including our share price, results of operations, financial condition and cash required for future business plans.

Our NGL 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 and] natural gas [removed: and condensate] prices.

During [removed: 2022,] [added: 2023,] NGL and natural gas prices [removed: increased,] [added: decreased,] compared with [removed: 2021, supported by increasing liquified natural gas exports and higher crude oil prices.][added: 2022, as the result of increased production.]

The Chemicals segment consists of our 50% equity investment in [removed: CPChem.][added: Chevron Phillips Chemical Company LLC (CPChem).]

Compared with [removed: 2021,] [added: 2022,] the benchmark high-density polyethylene chain margin decreased [removed: significantly] in [removed: 2022,] [added: 2023,] due to [removed: soft demand and increasing capacity, resulting in] lower [removed: plant operating rates.][added: polyethylene sales prices as a result of industry oversupply driven by recent capacity additions.]

The price of U.S. benchmark crude oil, West Texas Intermediate (WTI) at Cushing, Oklahoma, [removed: increased] [added: decreased] to an average of [removed: $94.44] [added: $77.69] per barrel during [removed: 2022, compared with] [added: 2023, from] an average of [removed: $67.96] [added: $94.44] per barrel in [removed: 2021.][added: 2022.]

[removed: Effective August 18, 2022, forward, in connection with] [added: The decrease reflects] the [removed: merger] [added: impacts] of [added: the] DCP [removed: Midstream] [added: LP Merger in June 2023,] and [removed: Gray Oak Holdings we began consolidating] the [removed: results] [added: consolidation] of DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern [removed: Hills.][added: Hills and the derecognition of a noncontrolling interest related to Gray Oak Holdings as a result of the DCP Midstream Merger in August 2022.]

See Note 3—DCP Midstream, LLC and [removed: Gray Oak Holdings LLC Merger, Note 4—Business Combination,] [added: DCP Midstream, LP Mergers,] and Note [removed: 18—Fair Value Measurements,] [added: 30—Phillips 66 Partners LP,] in the Notes to Consolidated Financial Statements, for additional information on the [removed: merger of] DCP Midstream [added: Merger] and [removed: Gray Oak Holdings.][added: the Phillips 66 Partners merger, respectively.]

A summary of income [removed: (loss)] before income taxes by business segment with a reconciliation to net income [removed: (loss)] attributable to Phillips 66 follows:

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Midstream | | | $ | [removed: 4,734] [added: 2,774] | | | | | [removed: 1,500] [added: 4,734] | | | | | | [removed: (116)] [added: 1,500] | | |

| Chemicals | | | [removed: 856] [added: 600] | | | | | | [removed: 1,844] [added: 856] | | | | | | [removed: 635] [added: 1,844] | | |

During 2023, we reported earnings of $7 billion, generated $7 billion in cash from operating activities and received proceeds from debt offerings, net of debt repayments, of $2 billion.

*Strategic Priorities Update*

In November 2022, we announced financial and operational targets toward achieving the company’s strategic priorities and in October 2023, we announced updates to certain targets.

Our strategic priorities that are intended to enhance long-term shareholder value include:

We increased our target for returns to shareholders through share repurchases and dividends from July 2022 through year-end 2024 to a range of $13 billion to $15 billion from a range of $10 billion to $12 billion.

In support of the increased target, our Board of Directors approved a $5 billion increase to our share repurchase authorization on October 25, 2023.

We plan to return at least 50% of net cash provided by operating activities to shareholders through share repurchases and dividends.

In 2023, we paid $4 billion to repurchase shares of our common stock and paid dividends on our common stock of $1.9 billion.

We also plan to monetize certain assets that are no longer considered to be a long-term strategic fit.

We expect to generate proceeds of over $3 billion from the disposition of these non-core assets, which we plan to use to further advance our strategic priorities, including returns to shareholders through share repurchases and dividends.

The timing of these asset dispositions will be subject to satisfactory market conditions and any necessary regulatory approvals.

- Capture Value from Wellhead-to-Market – We are focused on growing our fully integrated natural gas liquids (NGL) wellhead-to-market value chain within our Midstream segment.

As part of executing this strategy, we completed two transactions that increased our economic interest in DCP LP; the first in 2022, which increased our indirect economic interest to 43.3%, and the second in 2023, which increased our aggregate direct and indirect economic interest in DCP LP to 86.8%.

We have already captured operating and commercial synergies from these transactions and remain focused on capturing additional synergies as we complete our integration activities in 2024.

In addition, growth capital includes $250 million related to the repayment of our 25% share of Dakota Access, LLC’s (Dakota Access) debt due in 2024.

- Execute Business Transformation – We continue to progress our multi-year business transformation aimed at sustainably reducing our cost structure.

As such, we are now targeting a run-rate cost reduction of $1.1 billion per year by the end of 2024, while maintaining our sustaining capital reduction of $300 million per year in 2024.

- Maintain Financial Strength and Flexibility – During 2023, we successfully reduced our sustaining capital spend and used available cash and proceeds from debt offerings to increase our economic interest in DCP LP, repurchase shares of our common stock, pay dividends on our common stock, fund capital expenditures and investments and repay a portion of DCP LP’s debt.

Our strategy remains focused on investing growth capital in the Midstream and Chemicals segments.

We are also investing in capital-efficient renewable fuels projects to advance a lower-carbon future.

Starting on August 18, 2022, our financial results reflect the consolidation of DCP Midstream Class A Segment, as well as DCP Sand Hills Pipeline, LLC (DCP Sand Hills) and DCP Southern Hills Pipeline, LLC (DCP Southern Hills).

Since the DCP Midstream Merger, we have taken steps to integrate the operations and personnel of DCP Midstream Class A Segment to enable the capture of commercial and operational synergies.

On June 15, 2023, we completed the acquisition of all publicly held common units of DCP LP pursuant to the terms of the Agreement and Plan of Merger, dated as of January 5, 2023 (DCP LP Merger Agreement).

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

The composite 3:2:1 market crack spread for our business decreased to an average of $28.37 per barrel during 2023, from an average of $34.26 per barrel in 2022.

The decrease in the composite market crack spread was primarily driven by lower global prices for gasoline and distillates reflecting reduced refining costs due to lower natural gas prices.

While the composite market crack spread fell in 2023, from the highest levels in at least a decade during 2022, it remains well above the five-year and 10-year average levels.

The decrease in crude oil prices was primarily driven by increased production in the United States and other countries outside of the Organization of Petroleum Exporting Countries (OPEC).

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

*2023 vs. 2022*

The decrease in 2023 was primarily due to the recognition of an aggregate before-tax gain of $3,013 million in 2022 in our Midstream segment in connection with the DCP Midstream Merger and a decline in realized refining margins, partially offset by a decrease in income tax expense and lower unrealized investment losses related to our investment in NOVONIX Limited (NOVONIX).

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

*2023 vs. 2022*

Equity in earnings of affiliates decreased 32% in 2023, resulting from lower equity earnings from DCP Midstream, DCP Sand Hills, DCP Southern Hills and Gray Oak Pipeline due to the DCP Midstream Merger in August 2022, as well as decreased equity earnings from WRB Refining LP (WRB) and CPChem primarily due to lower margins, partially offset by lower operating costs.

Net gain on dispositions increased $108 million in 2023, primarily due to a before-tax gain recognized in the Midstream segment in the third quarter of 2023 associated with the sale of our 25% ownership interest in the South Texas Gateway Terminal.

Other income decreased $2,378 million in 2023, primarily due to an aggregate before-tax gain of $3,013 million recognized in our Midstream segment in connection with the DCP Midstream Merger in August 2022.

The decrease was partially offset by lower unrealized investment losses on our investment in NOVONIX in 2023 compared to 2022, and higher interest income.

Selling, general and administrative expenses increased 16% in 2023, mainly driven by the consolidation of DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern Hills starting in August 2022 and higher costs associated with our business transformation.

These increases were partially offset by lower selling expenses due to decreased refined petroleum product prices.

Depreciation and amortization increased 21% in 2023, primarily due to additional depreciation and amortization related to assets acquired as a result of consolidating DCP Midstream Class A Segment, DCP Southern Hills and DCP Sand Hills starting in August 2022.

We reported earnings of $11 billion and generated $10.8 billion in cash from operating activities for the full year of 2022.

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

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

*DCP LP Public Common Unit Acquisition Agreement*

The transaction is expected to close in the second quarter of 2023, subject to customary closing conditions.

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.

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

Upon closing, Phillips 66 Partners became a wholly owned subsidiary of Phillips 66 and its common units are no longer publicly traded.

*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.

We continue to focus on the following strategic priorities:

- Operating Excellence.

Our commitment to operating excellence guides everything we do.

We are committed to protecting the health and safety of everyone who has a role in our operations and the communities in which we operate.

Continuous improvement in safety, environmental stewardship, reliability and cost efficiency is a fundamental requirement for our company and employees.

We employ rigorous training and audit programs to drive ongoing improvement in both personal and process safety as we strive for zero incidents.

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

Since we cannot control commodity prices, controlling operating expenses and overhead costs, within the context of our commitment to safety and environmental stewardship, is a high priority.

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 committed to protecting the environment and strive to reduce our environmental footprint throughout our operations.

- Growth.

Our strategy primarily focuses on investing in 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.

Approximately 50% of growth capital is expected to support lower-carbon opportunities.

In Refining, we have budgeted $1.1 billion for capital expenditures and investments, of which $448 million is for the continued conversion of the San Francisco Refinery in Rodeo, California into a renewable fuels facility.

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

CPChem plans to use its growth capital to fund development of its petrochemical projects in the U.S. Gulf Coast and Qatar, as well as expand its propylene splitting capacity and normal alpha olefins production.

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.

- Returns.

Our M&S segment will continue to develop and enhance our retail network, including energy transition opportunities.

- Distributions.

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

In the second quarter of 2022, we increased our quarterly dividend by 5% to $0.97 per common share.

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

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

[removed: Phillips 66 uses] [added: We use] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] was immaterial to our cash flows and results of operations.

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

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

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

| 2026 | | | | | | | | | [removed: 992] [added: 992] | | | | | | [removed: 2.42] [added: 2.42] | | | | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | |

| 2027 | | | | | | | | | [removed: 500] [added: 500] | | | | | | [removed: 5.63] [added: 5.63] | | | | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | |

| Remaining years | | | | | | | | | [removed: 12,040] [added: 12,040] | | | | | | [removed: 4.67] [added: 4.67] | | | | | | | | | [removed: 25] [added: 25] | | | | | | [removed: 4.72] [added: 4.72] | | |

| Total | | | | | | [removed: $] [added: $] | | | [removed: 17,107] [added: 17,107] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 65] [added: 65] | | | | | | | | |

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

| [removed: Year-End 2021] [added: Year-End 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2024 | | | | | | [added: $] | | | [removed: 1,100] [added: 1,100] | | | | | | [removed: 1.32] [added: 1.32] | | [added: %] | | | | [added: $] | | | [removed: —] [added: 350] | | | | | | [removed: —] [added: 6.38] | | [added: %] |

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

We based [removed: the] [added: these] 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 operate.

We caution you not to place undue reliance on these forward-looking [removed: statements] [added: statements, which speak only] as [added: of the date of this report, as] they are not guarantees of future performance 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 [removed: forecast] [added: forecasted] in any forward-looking [removed: statements.][added: statement.]

- Fluctuations in [added: market conditions, including] NGL, crude oil, refined petroleum product and natural gas prices and refining, marketing and petrochemical [removed: margins.][added: margins and demand.]

- [removed: The inability] [added: Our ability] to timely obtain or maintain permits, including those necessary for capital projects.

- [removed: The inability] [added: Our ability] to comply with government regulations or make capital expenditures required to maintain compliance.

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

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

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

| 2026 | | | | | | | | | 992 | | | | | | 2.42 | | | | | | | | | 1,250 | | | | | | 6.46 | | |

| 2027 | | | | | | | | | 1,250 | | | | | | 5.22 | | | | | | | | | 25 | | | | | | 6.51 | | |

| 2028 | | | | | | | | | 1,300 | | | | | | 3.84 | | | | | | | | | — | | | | | | — | | |

| Remaining years | | | | | | | | | 10,676 | | | | | | 4.74 | | | | | | | | | 290 | | | | | | 6.46 | | |

| Total | | | | | | $ | | | 17,293 | | | | | | | | | | | | $ | | | 1,915 | | | | | | | | |

| Fair value | | | | | | $ | | | 16,718 | | | | | | | | | | | | $ | | | 1,915 | | | | | | | | |

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

\\

*Risk Monitoring*

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

Factors that could cause actual results to differ materially from those in our forward-looking statements include:

- Our ability to achieve the expected benefits of the DCP LP integration, including the realization of expected synergies.

- Our ability to realize sustained savings and cost reductions from the company’s business transformation initiatives.

- Domestic and international economic and political developments including armed hostilities, such as the Russia-Ukraine war, instability in the financial services and banking sector, excess inflation, rising interest rates, expropriation of assets, and changes in fiscal policy.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

- Our ability to successfully complete, or any material delay in the completion of, asset dispositions or acquisitions that we pursue.

- Potential disruption or interruption of our operations or those of our joint ventures due to litigation or other governmental or regulatory action.

- Cybersecurity incidents or other disruptions that compromise our information and expose us to liability.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

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.

| 2022 | | | | | | $ | | | 1,000 | | | | | | 4.30 | | % | | | | $ | | | 450 | | | | | | 0.98 | | % |

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

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

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

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

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

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

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

Such differences could result from a variety of factors, including:

- 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.

- General domestic and international economic and political developments including armed hostilities, 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.

The [removed: following] [added: below] matters are disclosed in accordance with that requirement.

We do not currently believe that the eventual outcome of any matters [added: previously] reported, [added: but still unresolved,] individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

*Matters Previously Reported (unresolved or resolved since the quarterly report on Form 10-Q for the quarterly period ended September 30, [removed: 2022)*][added: 2023)*]

On [removed: July 2, 2020,] [added: December 1, 2023,] the South Coast Air Quality Management District (SCAQMD) issued a demand for penalties [removed: totaling $2,697,575.][added: that exceeds the $300,000 reporting threshold.]

The penalty demand proposes to resolve [removed: 26] [added: seven] Notices of Violation (NOVs) issued between [removed: 2017 and] 2020 [added: and 2022] for alleged violations of air permit and air pollution regulatory requirements at the Los Angeles Refinery.

We are working with SCAQMD to [added: negotiate and] resolve these NOVs.

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 [added: Operating Company] LP’s [added: (DCP Operating LP)] gas processing plants, which DCP [added: Operating] 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 [added: Operating] LP would be assessed an administrative penalty and economic benefit payment.

Subsequently, in July 2020, CDPHE issued a [removed: Notice of Violation] [added: NOV] in relation to amine treater emissions at this plant, which DCP [added: Operating] LP self-disclosed to CDPHE in April 2020.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

We received such a request in the first quarter of 2023, and we expect to receive a final demand for, alleged stipulated penalties arising from self-reported Clean Air Act violations at our Alliance, Borger, Sweeny and Wood River refineries.

The proposed penalties exceed $500,000 and would be pursued pursuant to the consent decree referenced above and a related Wood River Refinery consent decree.

There have been no further developments with respect to this matter.

The California Department of Toxic Substances Control (DTSC), served Phillips 66 Company (as successor to Tosco) and approximately 50 other potentially responsible parties with Imminent and Substantial Endangerment Determinations and Orders and Remedial Action Orders in November 2016 related to historic waste sent to certain California landfill sites that were operated by a now bankrupt party.

Since that time, we have been coordinating with other potentially responsible parties to negotiate a proposed settlement with DTSC regarding funding future operations, maintenance, and financial assurance for post-closure activities at the sites.

As part of the settlement process and Consent Decree in the matter, in December 2023 we agreed to pay approximately $4 million in full satisfaction of our potential liability at the Vine Hill landfill complex located in Martinez, California.

The company does not expect any future financial liabilities related to the Vine Hill landfill complex to be material.

Two additional and related NOVs were then issued in 2021 and 2023.

DCP Operating LP and the CDPHE have reached a tentative agreement to resolve these matters for aggregate monetary civil penalties of approximately $4 million.

As part of the settlement, DCP Operating LP will install emissions management equipment that will address the alleged violations.

A final order to resolve these matters is expected to be issued during the first quarter of 2024.

See “Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)” section of Note 8—Investments, Loans and Long-Term Receivables and Note 16—Contingencies and Commitments, in the Notes to Consolidated Financial Statements, for additional information regarding Legal Proceedings and other regulatory actions.

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.

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.

See Note 16—Contingencies and Commitments, in the Notes to Consolidated Financial Statements, for additional information.

[Index to Financial [removed: Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

| For the fiscal year ended | | | December 31, [removed: 2022] [added: 2023] | | | | | |

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $81.99,] [added: $95.38,] was [removed: $39.4] [added: $42.4] billion.

The registrant had [removed: 463,907,156] [added: 427,824,429] shares of common stock outstanding at January 31, [removed: 2023.][added: 2024.]

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 10, 2023] [added: 15, 2024] (Part III).

| [1 and 2. Business and [removed: Properties](#i64213ea7598947fdb81c617116ff25fe_13)] [added: Properties](#if1e02861ec2f44f18c24a2ae80c9aa02_13)] | | | [removed: [1](#i64213ea7598947fdb81c617116ff25fe_13)] [added: [1](#if1e02861ec2f44f18c24a2ae80c9aa02_13)] | | |

| [Corporate [removed: Structure](#i64213ea7598947fdb81c617116ff25fe_16)] [added: Structure](#if1e02861ec2f44f18c24a2ae80c9aa02_16)] | | | [removed: [1](#i64213ea7598947fdb81c617116ff25fe_16)] [added: [1](#if1e02861ec2f44f18c24a2ae80c9aa02_16)] | | |

| [Segment and Geographic [removed: Information](#i64213ea7598947fdb81c617116ff25fe_19)] [added: Information](#if1e02861ec2f44f18c24a2ae80c9aa02_19)] | | | [removed: [3](#i64213ea7598947fdb81c617116ff25fe_19)] [added: [2](#if1e02861ec2f44f18c24a2ae80c9aa02_19)] | | |

| [Marketing and [removed: Specialties](#i64213ea7598947fdb81c617116ff25fe_31)] [added: Specialties](#if1e02861ec2f44f18c24a2ae80c9aa02_31)] | | | [removed: [18](#i64213ea7598947fdb81c617116ff25fe_31)] [added: [17](#if1e02861ec2f44f18c24a2ae80c9aa02_31)] | | |

| [Energy Research & [removed: Innovation](#i64213ea7598947fdb81c617116ff25fe_34)] [added: Innovation](#if1e02861ec2f44f18c24a2ae80c9aa02_34)] | | | [removed: [19](#i64213ea7598947fdb81c617116ff25fe_34)] [added: [18](#if1e02861ec2f44f18c24a2ae80c9aa02_34)] | | |

| [Human [removed: Capital](#i64213ea7598947fdb81c617116ff25fe_37)] [added: Capital](#if1e02861ec2f44f18c24a2ae80c9aa02_37)] | | | [removed: [19](#i64213ea7598947fdb81c617116ff25fe_37)] [added: [18](#if1e02861ec2f44f18c24a2ae80c9aa02_37)] | | |

| [1A. Risk [removed: Factors](#i64213ea7598947fdb81c617116ff25fe_49)] [added: Factors](#if1e02861ec2f44f18c24a2ae80c9aa02_49)] | | | [removed: [22](#i64213ea7598947fdb81c617116ff25fe_49)] [added: [21](#if1e02861ec2f44f18c24a2ae80c9aa02_49)] | | |

| [1B. Unresolved Staff [removed: Comments](#i64213ea7598947fdb81c617116ff25fe_52)] [added: Comments](#if1e02861ec2f44f18c24a2ae80c9aa02_52)] | | | [removed: [35](#i64213ea7598947fdb81c617116ff25fe_52)] [added: [36](#if1e02861ec2f44f18c24a2ae80c9aa02_52)] | | |

| [3. Legal [removed: Proceedings](#i64213ea7598947fdb81c617116ff25fe_55)] [added: Proceedings](#if1e02861ec2f44f18c24a2ae80c9aa02_55)] | | | [removed: [35](#i64213ea7598947fdb81c617116ff25fe_55)] [added: [37](#if1e02861ec2f44f18c24a2ae80c9aa02_55)] | | |

| [4. Mine Safety [removed: Disclosures](#i64213ea7598947fdb81c617116ff25fe_58)] [added: Disclosures](#if1e02861ec2f44f18c24a2ae80c9aa02_58)] | | | [removed: [35](#i64213ea7598947fdb81c617116ff25fe_58)] [added: [38](#if1e02861ec2f44f18c24a2ae80c9aa02_58)] | | |

| [Information About Our Executive [removed: Officers](#i64213ea7598947fdb81c617116ff25fe_61)] [added: Officers](#if1e02861ec2f44f18c24a2ae80c9aa02_61)] | | | [removed: [36](#i64213ea7598947fdb81c617116ff25fe_61)] [added: [39](#if1e02861ec2f44f18c24a2ae80c9aa02_61)] | | |

| [5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i64213ea7598947fdb81c617116ff25fe_67)] [added: Securities](#if1e02861ec2f44f18c24a2ae80c9aa02_67)] | | | [removed: [38](#i64213ea7598947fdb81c617116ff25fe_67)] [added: [40](#if1e02861ec2f44f18c24a2ae80c9aa02_67)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i64213ea7598947fdb81c617116ff25fe_73)] [added: Operations](#if1e02861ec2f44f18c24a2ae80c9aa02_73)] | | | [removed: [40](#i64213ea7598947fdb81c617116ff25fe_73)] [added: [42](#if1e02861ec2f44f18c24a2ae80c9aa02_73)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i64213ea7598947fdb81c617116ff25fe_127)] [added: Risk](#if1e02861ec2f44f18c24a2ae80c9aa02_127)] | | | [removed: [80](#i64213ea7598947fdb81c617116ff25fe_127)] [added: [80](#if1e02861ec2f44f18c24a2ae80c9aa02_127)] | | |

| [Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the [removed: Private](#i64213ea7598947fdb81c617116ff25fe_130)] [added: Private](#if1e02861ec2f44f18c24a2ae80c9aa02_130)] [Securities Litigation Reform Act of [removed: 1995](#i64213ea7598947fdb81c617116ff25fe_130)] [added: 1995](#if1e02861ec2f44f18c24a2ae80c9aa02_130)] | | | [removed: [83](#i64213ea7598947fdb81c617116ff25fe_130)] [added: [82](#if1e02861ec2f44f18c24a2ae80c9aa02_130)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#i64213ea7598947fdb81c617116ff25fe_133)] [added: Data](#if1e02861ec2f44f18c24a2ae80c9aa02_133)] | | | [removed: [85](#i64213ea7598947fdb81c617116ff25fe_133)] [added: [84](#if1e02861ec2f44f18c24a2ae80c9aa02_133)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i64213ea7598947fdb81c617116ff25fe_262)] [added: Disclosure](#if1e02861ec2f44f18c24a2ae80c9aa02_280)] | | | [removed: [162](#i64213ea7598947fdb81c617116ff25fe_262)] [added: [162](#if1e02861ec2f44f18c24a2ae80c9aa02_280)] | | |

| [9A. Controls and [removed: Procedures](#i64213ea7598947fdb81c617116ff25fe_265)] [added: Procedures](#if1e02861ec2f44f18c24a2ae80c9aa02_283)] | | | [removed: [162](#i64213ea7598947fdb81c617116ff25fe_265)] [added: [162](#if1e02861ec2f44f18c24a2ae80c9aa02_283)] | | |

| [9B. Other [removed: Information](#i64213ea7598947fdb81c617116ff25fe_268)] [added: Information](#if1e02861ec2f44f18c24a2ae80c9aa02_286)] | | | [removed: [162](#i64213ea7598947fdb81c617116ff25fe_268)] [added: [162](#if1e02861ec2f44f18c24a2ae80c9aa02_286)] | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i64213ea7598947fdb81c617116ff25fe_271)] [added: Inspections](#if1e02861ec2f44f18c24a2ae80c9aa02_289)] | | | [removed: [162](#i64213ea7598947fdb81c617116ff25fe_271)] [added: [162](#if1e02861ec2f44f18c24a2ae80c9aa02_289)] | | |

| [10. Directors, Executive Officers and Corporate [removed: Governance](#i64213ea7598947fdb81c617116ff25fe_277)] [added: Governance](#if1e02861ec2f44f18c24a2ae80c9aa02_295)] | | | [removed: [163](#i64213ea7598947fdb81c617116ff25fe_277)] [added: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_295)] | | |

| [11. Executive [removed: Compensation](#i64213ea7598947fdb81c617116ff25fe_280)] [added: Compensation](#if1e02861ec2f44f18c24a2ae80c9aa02_298)] | | | [removed: [163](#i64213ea7598947fdb81c617116ff25fe_280)] [added: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_298)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and [removed: Related](#i64213ea7598947fdb81c617116ff25fe_283)] [added: Related](#if1e02861ec2f44f18c24a2ae80c9aa02_301)] [Stockholder [removed: Matters](#i64213ea7598947fdb81c617116ff25fe_283)] [added: Matters](#if1e02861ec2f44f18c24a2ae80c9aa02_301)] | | | [removed: [163](#i64213ea7598947fdb81c617116ff25fe_283)] [added: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_301)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i64213ea7598947fdb81c617116ff25fe_286)] [added: Independence](#if1e02861ec2f44f18c24a2ae80c9aa02_304)] | | | [removed: [163](#i64213ea7598947fdb81c617116ff25fe_286)] [added: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_304)] | | |

| [14. Principal Accountant Fees and [removed: Services](#i64213ea7598947fdb81c617116ff25fe_289)] [added: Services](#if1e02861ec2f44f18c24a2ae80c9aa02_307)] | | | [removed: [163](#i64213ea7598947fdb81c617116ff25fe_289)] [added: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_307)] | | |

| [PART [removed: IV](#i64213ea7598947fdb81c617116ff25fe_292)] [added: III](#if1e02861ec2f44f18c24a2ae80c9aa02_292)] | | | | | |

| [15. Exhibit and Financial Statement [removed: Schedules](#i64213ea7598947fdb81c617116ff25fe_295)] [added: Schedules](#if1e02861ec2f44f18c24a2ae80c9aa02_313)] | | | [removed: [164](#i64213ea7598947fdb81c617116ff25fe_295)] [added: [164](#if1e02861ec2f44f18c24a2ae80c9aa02_313)] | | |

| [16. Form 10-K [removed: Summary](#i64213ea7598947fdb81c617116ff25fe_298)] [added: Summary](#if1e02861ec2f44f18c24a2ae80c9aa02_316)] | | | [removed: [164](#i64213ea7598947fdb81c617116ff25fe_298)] [added: [164](#if1e02861ec2f44f18c24a2ae80c9aa02_316)] | | |

Unless otherwise indicated, [removed: “the company,”] [added: the “company,”] “we,” “our,” “us” and “Phillips 66” are used in this report to refer to the businesses of Phillips 66 and its consolidated subsidiaries.

This Annual Report on Form 10-K contains forward-looking statements including, without limitation, statements relating to [removed: our] [added: the company’s] plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

The company does not undertake to update, revise or correct any [added: of the] forward-looking information unless required to do so [removed: under the federal securities laws.][added: pursuant to applicable law.]

[removed: As a result of a merger of DCP] [added: *DCP] Midstream, LLC [removed: (DCP Midstream)] and Gray Oak Holdings LLC [removed: (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] [added: Merger] (DCP [removed: Southern Hills).][added: Midstream Merger)*]

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

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

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

| 2023 | | | | | | | | | | | | | | |

[Index to Financial Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

| [PART I](#if1e02861ec2f44f18c24a2ae80c9aa02_10) | | | | | |

| [Midstream](#if1e02861ec2f44f18c24a2ae80c9aa02_22) | | | [2](#if1e02861ec2f44f18c24a2ae80c9aa02_22) | | |

| [Chemicals](#if1e02861ec2f44f18c24a2ae80c9aa02_25) | | | [11](#if1e02861ec2f44f18c24a2ae80c9aa02_25) | | |

| [Refining](#if1e02861ec2f44f18c24a2ae80c9aa02_28) | | | [13](#if1e02861ec2f44f18c24a2ae80c9aa02_28) | | |

| [Competition](#if1e02861ec2f44f18c24a2ae80c9aa02_40) | | | [19](#if1e02861ec2f44f18c24a2ae80c9aa02_40) | | |

| [General](#if1e02861ec2f44f18c24a2ae80c9aa02_43) | | | [20](#if1e02861ec2f44f18c24a2ae80c9aa02_43) | | |

| [1C. Cybersecurity](#if1e02861ec2f44f18c24a2ae80c9aa02_2432) | | | [36](#if1e02861ec2f44f18c24a2ae80c9aa02_2432) | | |

| [PART II](#if1e02861ec2f44f18c24a2ae80c9aa02_64) | | | | | |

| [6. \[Reserved\]](#if1e02861ec2f44f18c24a2ae80c9aa02_70) | | | [41](#if1e02861ec2f44f18c24a2ae80c9aa02_70) | | |

| [PART IV](#if1e02861ec2f44f18c24a2ae80c9aa02_310) | | | | | |

| [Signatures](#if1e02861ec2f44f18c24a2ae80c9aa02_322) | | | [172](#if1e02861ec2f44f18c24a2ae80c9aa02_322) | | |

[Index to Financial Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

This segment includes 12 refineries in the United States and Europe.

[Index to Financial Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

Starting on August 18, 2022, our financial results reflect the consolidation of DCP Midstream Class A Segment, as well as DCP Sand Hills and DCP Southern Hills within our NGL and Other business.

On June 15, 2023, we completed the acquisition of all publicly held common units of DCP LP pursuant to the terms of the Agreement and Plan of Merger, dated as of January 5, 2023 (DCP LP Merger Agreement).

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

*Asset Dispositions*

In August 2023, Phillips 66 sold its 25% interest in the South Texas Gateway Terminal for approximately $275 million.

On February 28, 2023, we closed on the sale of the Belle Chasse Terminal for approximately $76 million.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

A significant portion of our NGL and Other business is conducted through DCP LP, a consolidated subsidiary.

DCP LP is one of the largest processors of natural gas and one of the largest producers of NGLs in the United States.

DCP LP’s gathering and processing assets are strategically located in some of the major producing regions in the United States, including the Permian Basin, the Denver-Julesburg Basin (DJ Basin), the Midcontinent and Eagle Ford.

Pipelines systems owned by DCP Sand Hills and DCP Southern Hills provide takeaway capabilities for DCP LP’s gathering and processing operations and provide access to customers and market outlets on the U.S. Gulf Coast, including our Sweeny fractionation and export facilities.

The integration of DCP LP’s, DCP Sand Hills’ and DCP Southern Hills’ operations into our existing operations provides us with a diversified and integrated portfolio of assets across the wellhead-to-market value chain.

*Pipeline Systems*

At December 31, 2023, our aggregate direct and indirect economic interest in DCP LP was 86.8%, and our aggregate direct and indirect economic interests in DCP Sand Hills and DCP Southern Hills was 91.2%.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

At December 31, 2023, Phillips 66 held an aggregate 86.8% direct and indirect economic interest in DCP LP.*

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

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

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

At December 31, 2023, Phillips 66 held an aggregate 86.8% direct and indirect economic interest in DCP LP.*

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

| [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) | | |

| [PART III](#i64213ea7598947fdb81c617116ff25fe_274) | | | | | |

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

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.

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

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.

*DCP LP Public Common Unit Acquisition Agreement*

The transaction is expected to close in the second quarter of 2023, subject to customary closing conditions.

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.

See Note 30—Phillips 66 Partners LP, in the Notes to Consolidated Financial Statements, for additional information on this merger transaction.

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

The Dakota Access Pipeline is currently subject to litigation that could affect operations.

See the “Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)” section of Note 8—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements, for additional information on this litigation.

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

| North Texas Crude | | | | | | Texas | | | | | | 100 | | | | | | 142 | | | | | | 34 | | |

| Belle Chasse* | | | | | | Louisiana | | | | | | Crude Oil, Refined Petroleum Products | | | | | | 100 | | | | | | 8,200 | | | | | | N/A | | |

| South Texas Gateway | | | | | | Texas | | | | | | Crude Oil | | | | | | 25 | | | | | | 8,600 | | | | | | N/A | | |

Assets are held for sale.*

| Belle Chasse | | | | | | Louisiana | | | | | | Crude Oil | | | | | | 100 | | | | | | 9 | | |

| South Texas Gateway | | | | | | Texas | | | | | | Crude Oil | | | | | | 25 | | | | | | 120 | | |

* Assets are held for sale.*

*Pipelines*

Frac 4 was completed in the third quarter of 2022, achieving full rates in the fourth quarter of 2022.

Frac 4 added 150,000 BPD of nameplate capacity, bringing the total Sweeny Hub nameplate fractionation capacity to 550,000 BPD.

The fractionators are supported by long-term customer commitments.

Management has implemented a comprehensive cybersecurity program that is designed to protect our information, and that of our customers and suppliers, against cybersecurity threats that may materially and adversely affect the confidentiality, integrity, and availability of our information systems.

Our cybersecurity program includes processes and standards that leverage recognized cybersecurity frameworks, industry best practices and guidance from U.S. Government security directives that focus on cybersecurity and critical infrastructure.

Cybersecurity Governance

Board of Directors

The Audit and Finance Committee of the Board of Directors (the Audit and Finance Committee) is responsible for overseeing the company’s Enterprise Risk Management (ERM) program, including oversight of the processes management has implemented to assess, identify and manage risks associated with cybersecurity and information technology.

In carrying out this responsibility, the Audit and Finance Committee regularly receives written reports from the company’s Chief Information Security Officer (CISO) and periodic briefings from the CISO.

These presentations may address a wide range of topics, such as the results of recent vulnerability assessments and third-party independent reviews, changes to the threat environment, technological trends and other recent developments, and peer and other third-party benchmarking.

The Audit and Finance Committee makes regular reports to the Board of Directors on data protection and cybersecurity matters.

The company maintains an Enterprise Cybersecurity Incident Response Plan (ECIRP) which provides the framework for management’s response to cyber-related incidents and escalation protocols, including, when appropriate, prompt reporting to the Board of Directors.

Management

At the management level, our CISO has extensive cybersecurity knowledge and skills gained from work experience at the company and with a law enforcement agency, as well as from obtaining advanced professional certifications.

The CISO is responsible for the assessment and management of risks from cybersecurity threats and leads a team responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across the company.

The individuals who report directly to our CISO possess relevant educational and industry experience in the areas of cyber threat hunting and intelligence, digital standards, data privacy, cyber training, and cybersecurity operations center management.

In addition to our internal cybersecurity capabilities, we also regularly engage consultants, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.

The CISO receives reports on cybersecurity threats on an ongoing basis, and in conjunction with management, regularly reviews risk management measures implemented by the company to identify, assess and mitigate data protection and cybersecurity risks.

Our CISO works closely with the company’s Senior Counsel, Intellectual Property and Data Protection, to oversee compliance with legal, regulatory and contractual security requirements.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

Risk Management and Strategy

On an annual basis, we conduct an evaluation of our cybersecurity risks as part of the ERM program.

Through the ERM program, the CISO and other internal subject matter experts review potential cybersecurity threat scenarios, such as data theft, cash theft, widespread outages and business disruptions, and the potential consequences of such scenarios.

The results of the risk assessment are shared with management and the Audit and Finance Committee.

We have a continuous monitoring program to detect and respond to potential cybersecurity threats in real-time.

Log data from our technical controls are collected, aggregated, and correlated in a Security Information and Event Management (SIEM) system that identifies and categorizes events, as well as analyzes them.

If the SIEM system identifies a potential security event, it can direct other controls to stop the activity and also generate alerts for detection and response.

These alerts are monitored by a managed security service provider that augments a dedicated internal Security Operations Center team.

In addition, we utilize a third-party risk management (TPRM) program to identify, assess, monitor, and mitigate risks associated with third-party relationships, including cybersecurity risks.

The TPRM program is designed to help ensure proper controls and measures are in place to manage the potential risks and vulnerabilities associated with third parties.

Our policies and procedures aid in the governance from initial due diligence, selection, and contracting to termination.

With respect to cybersecurity incident response, our ECIRP provides a standardized framework for responding to cybersecurity incidents.

The ECIRP sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate.

Internal audit performs audits of our cybersecurity program.

Each year, we conduct audits across the company’s information technology and operation technology infrastructure, networks, systems, applications, and operational processes and procedures to evaluate compliance with our information security policies and standards.

Process control network assurance audits are conducted on a rotating schedule that is risk-based and provides coverage across each operational business area no greater than five years.

In addition to the internal audits, we also engage external cybersecurity experts and auditors to conduct assessments, penetration testing, and cybersecurity maturity assessments.

Although we have experienced actual and attempted cybersecurity events and incidents on our networks and systems in the past, we do not believe that the risks from any of these events or incidents, individually or in the aggregate, have materially affected our business, operations, or financial condition, or are reasonably likely to have such an effect.

For more information concerning cybersecurity risks we face, see the discussion in “Item 1A.

Risk Factors” in this report.

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

| Mark E. Lashier | | | President and Chief Executive Officer | | | [removed: 61] [added: 62] | | |

| Zhanna Golodryga | | | Executive Vice President, Emerging Energy and Sustainability | | | [removed: 67] [added: 68] | | |

| Brian M. Mandell | | | Executive Vice President, Marketing and Commercial | | | [removed: 59] [added: 60] | | |

| Kevin J. Mitchell | | | Executive Vice President and Chief Financial Officer | | | [removed: 56] [added: 57] | | |

| Timothy D. Roberts | | | Executive Vice President, Midstream and Chemicals | | | [removed: 61] [added: 62] | | |

| Vanessa L. Allen Sutherland | | | Executive Vice President, Government Affairs, General Counsel and Corporate Secretary | | | [removed: 51] [added: 52] | | |

| Richard G. Harbison | | | [removed: Senior] [added: Executive] Vice President, Refining | | | [removed: 57] [added: 58] | | |

| J. Scott Pruitt | | | Vice President and Controller | | | [removed: 58] [added: 59] | | |

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

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

Mandell is Executive Vice President, Marketing and [removed: Commercial of Phillips 66,] [added: Commercial,] a position he has held since March 2019.

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

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

Previously, Mr. Roberts served as Executive Vice President, Marketing and Commercial from January 2017 to August 2018 and as Executive Vice [removed: President] [added: President,] Strategy and Business Development from April 2016 to January 2017.

Allen Sutherland is Executive Vice President, Government Affairs, General Counsel and Corporate [removed: Secretary of Phillips 66,] [added: Secretary,] 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 January [removed: 2022,] [added: 2022;] Senior Vice [removed: President] [added: President,] Government Relations and Chief Legal Officer from August 2019 to April [removed: 2020,] [added: 2020;] Senior Vice [removed: President] [added: President,] Law and Chief Legal Officer from April 2019 to August [removed: 2019,] [added: 2019;] and Vice [removed: President] [added: President,] Law from June 2018 to April 2019.

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

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

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

As of February 21, 2024.*

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

On February 22, 2023.*

Phillips 66’s common stock is traded on the New York Stock Exchange under the symbol “PSX.” At January 31, [removed: 2023,] [added: 2024,] the number of stockholders of record of our shares was [removed: 30,117.][added: 28,817.]

[removed: ][added: ]

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

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, [removed: 2022 (the New Peer Group), our self-constructed peer group for the year ended December 31, 2021] [added: 2023] (the [removed: Old] Peer [removed: Group),] [added: Group)] and the S&P 500 Index, for the five years ended December 31, [removed: 2022.][added: 2023.]

The [removed: 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.

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

[removed: On November 7, 2022,] [added: Issuer Purchases of Equity SecuritiesOn October 25, 2023,] our Board of Directors approved a $5 billion increase to our share repurchase [removed: program.][added: authorization.]

Any future share repurchases [removed: 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.

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

| October 1-31, 2023 | | | 2,380,576 | | | | | | $ | 113.47 | | 2,380,576 | | | | | | $ | 7,824 | |

| November 1-30, 2023 | | | 4,101,833 | | | | | | 117.82 | | | 4,101,833 | | | | | | 7,341 | | |

| December 1-31, 2023 | | | 3,298,558 | | | | | | 131.45 | | | 3,298,558 | | | | | | 6,907 | | |

| Total | | | 9,780,967 | | | | | | $ | 121.36 | | 9,780,967 | | | | | | | | |

| * Average price paid per share includes excise taxes.* | | | | | | | | | | | | | | | | | | | | |

| Since the inception of our share repurchase program in 2012, our Board of Directors has authorized an aggregate of $25 billion of repurchases of our outstanding common stock. Our share repurchase authorizations do not expire. Any future share repurchases 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. Shares of stock repurchased are held as treasury shares.* | | | | | | | | | | | | | | | | | | | | |

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

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

The Old Peer Group consists of Delek US Holdings, Inc.; Dow Inc.; 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, HollyFrontier Corporation was included as a peer for periods prior to its acquisition by HF Sinclair Corporation in March 2022.

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

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

| 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 | | | | | | | | |

| * 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.* | | | | | | | | | | | | | | | | | | | | |

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

| [Report of [removed: Management](#i64213ea7598947fdb81c617116ff25fe_136)] [added: Management](#if1e02861ec2f44f18c24a2ae80c9aa02_136)] | | | [removed: [86](#i64213ea7598947fdb81c617116ff25fe_136)] [added: [85](#if1e02861ec2f44f18c24a2ae80c9aa02_136)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i64213ea7598947fdb81c617116ff25fe_139)] [added: Firm](#if1e02861ec2f44f18c24a2ae80c9aa02_139)] (PCAOB ID: 42) | | | [removed: [87](#i64213ea7598947fdb81c617116ff25fe_139)] [added: [86](#if1e02861ec2f44f18c24a2ae80c9aa02_139)] | | |

| [Report of Independent Registered Public Accounting Firm (DCP Midstream, LP) (PCAOB [removed: ID:](#i64213ea7598947fdb81c617116ff25fe_7146825583060) 34[)](#i64213ea7598947fdb81c617116ff25fe_7146825583060)] [added: ID:](#if1e02861ec2f44f18c24a2ae80c9aa02_145) 34[)](#if1e02861ec2f44f18c24a2ae80c9aa02_145)] | | | [removed: [91](#i64213ea7598947fdb81c617116ff25fe_7146825583060)] [added: [90](#if1e02861ec2f44f18c24a2ae80c9aa02_145)] | | |

| [Consolidated Financial Statements of Phillips [removed: 66:](#i64213ea7598947fdb81c617116ff25fe_145)] [added: 66:](#if1e02861ec2f44f18c24a2ae80c9aa02_148)] | | | | | |

| [Consolidated Statement [removed: of Operations for] [added: of](#if1e02861ec2f44f18c24a2ae80c9aa02_151) [Income](#if1e02861ec2f44f18c24a2ae80c9aa02_151) [for] the years ended December 31, [removed: 2022, 2021 and 2020](#i64213ea7598947fdb81c617116ff25fe_148)] [added: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_151)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_151)[, 202](#if1e02861ec2f44f18c24a2ae80c9aa02_151)[2](#if1e02861ec2f44f18c24a2ae80c9aa02_151) [and 202](#if1e02861ec2f44f18c24a2ae80c9aa02_151)1] | | | [removed: [94](#i64213ea7598947fdb81c617116ff25fe_148)] [added: [94](#if1e02861ec2f44f18c24a2ae80c9aa02_151)] | | |

| [Consolidated Statement of Comprehensive [removed: Income (Loss) for] [added: Income](#if1e02861ec2f44f18c24a2ae80c9aa02_154) [for] the years ended December 31, [removed: 2022, 2021 and 2020](#i64213ea7598947fdb81c617116ff25fe_151)] [added: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_154)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_154)[, 202](#if1e02861ec2f44f18c24a2ae80c9aa02_154)[2](#if1e02861ec2f44f18c24a2ae80c9aa02_154) [and 202](#if1e02861ec2f44f18c24a2ae80c9aa02_154)1] | | | [removed: [95](#i64213ea7598947fdb81c617116ff25fe_151)] [added: [95](#if1e02861ec2f44f18c24a2ae80c9aa02_154)] | | |

| [Consolidated Balance Sheet at December 31, [removed: 2022 and 2021](#i64213ea7598947fdb81c617116ff25fe_154)] [added: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_157)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_157) [and 202](#if1e02861ec2f44f18c24a2ae80c9aa02_157)2] | | | [removed: [96](#i64213ea7598947fdb81c617116ff25fe_154)] [added: [96](#if1e02861ec2f44f18c24a2ae80c9aa02_157)] | | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2022, 2021 and 2020](#i64213ea7598947fdb81c617116ff25fe_157)] [added: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_160)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_160)[, 202](#if1e02861ec2f44f18c24a2ae80c9aa02_160)[2](#if1e02861ec2f44f18c24a2ae80c9aa02_160) [and 202](#if1e02861ec2f44f18c24a2ae80c9aa02_160)1] | | | [removed: [97](#i64213ea7598947fdb81c617116ff25fe_157)] [added: [97](#if1e02861ec2f44f18c24a2ae80c9aa02_160)] | | |

| [Consolidated Statement of Changes in Equity for the years ended December 31, [removed: 2022, 2021 and 2020](#i64213ea7598947fdb81c617116ff25fe_160)] [added: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_163)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_163)[, 202](#if1e02861ec2f44f18c24a2ae80c9aa02_163)[2](#if1e02861ec2f44f18c24a2ae80c9aa02_163) [and 202](#if1e02861ec2f44f18c24a2ae80c9aa02_163)1] | | | [removed: [98](#i64213ea7598947fdb81c617116ff25fe_160)] [added: [98](#if1e02861ec2f44f18c24a2ae80c9aa02_163)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i64213ea7598947fdb81c617116ff25fe_163)] [added: Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_166)] | | | [removed: [100](#i64213ea7598947fdb81c617116ff25fe_163)] [added: [100](#if1e02861ec2f44f18c24a2ae80c9aa02_166)] | | |

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in [removed: *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, 2022.][added: Internal Control—Integrated Framework (2013).]

[removed: On August 17, 2022, the company and a co-venturer completed the merger of DCP] [added: DCP] Midstream, LLC and Gray Oak [removed: Holdings, LLC.][added: Holdings LLC Merger (DCP Midstream Merger)]

[removed: As] [added: (d)As] a result of the [removed: merger and the governance rights delegated to the company over] DCP [removed: Midstream, LLC’s Class A Segment, the company] [added: Midstream Merger, we] began consolidating [removed: the financial results of] DCP [removed: Midstream, LLC’s] [added: Midstream] Class A Segment, DCP Sand Hills [removed: Pipeline, LLC] and DCP Southern [removed: Hills Pipeline, LLC.][added: Hills.]

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] and their report is included herein.

Date: February [removed: 22, 2023][added: 21, 2024]

We have audited the accompanying consolidated balance sheets of Phillips 66 (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of [removed: operations,] [added: income,] comprehensive [removed: income (loss),] [added: income,] changes in equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the [removed: financial statements).][added: “financial statements”).]

In our opinion, based on our audits and, for [added: 2023 and] 2022, the report of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Company [removed: as of] [added: at] December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We did not audit the [added: 2023 and] 2022 financial statements of DCP Midstream, LP (DCP LP), a consolidated subsidiary, which reflect total assets constituting approximately [added: 14% and] 18% at December 31, [removed: 2022,] [added: 2023] and [added: 2022 respectively, and] total revenues constituting approximately [added: 4% in 2023 and] 3% [added: in 2022] for the [removed: year] [added: years] 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 [added: 2023 and] 2022, is based solely on the report of the other auditors.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 22, 2023] [added: 21, 2024] expressed an unqualified opinion thereon.

We conducted our audits in accordance with the standards of the [removed: PCAOB.][added: PCAOB and in accordance with auditing standards generally accepted in the United States of America.]

[removed: | | | | | | | Consolidation of DCP Midstream | | |][added: DCP Midstream, LP Merger (DCP LP Merger)]

We have audited Phillips 66’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Phillips 66 (the [removed: Company),] [added: Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of [removed: operations,] [added: income,] comprehensive [removed: income (loss),] [added: income,] changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 22, 2023,] [added: 21, 2024,] expressed an unqualified opinion thereon, based on our audit and the report of the other auditors.

We have audited the consolidated balance sheets of DCP Midstream, LP and subsidiaries (the "Partnership") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: (loss)] income, changes in equity, and cash flows, for each of the [removed: three] [added: two] years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “financial [removed: statements”).][added: statements”) (not presented herein).]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the [removed: three] [added: two] years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements of the Partnership include its equity investment in Gulf Coast Express Pipeline, LLC of [removed: $408] [added: $385] million and [removed: $422] [added: $408] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and its equity earnings in Gulf Coast Express Pipeline, LLC of [removed: $67 million, $63 million,] [added: $68 million] and [removed: $66] [added: $67] million for the years ended December 31, [removed: 2022, 2021,] [added: 2023] and [removed: 2020,] [added: 2022,] respectively.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (PCAOB),] [added: (PCAOB) and in accordance with auditing standards generally accepted in] the [added: United States of America, the] Partnership’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on [removed: the] criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 17, 2023,] [added: 21, 2024,] expressed an unqualified opinion on the Partnership’s internal control over financial reporting.

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

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

Property, Plant and Equipment, Net - Determination of Impairment [removed: Indicators–] [added: Indicators and Recoverability Analysis for Asset Grouping in the South Region –] Refer to Notes 2, [removed: 10] [added: 9] and [removed: 13] [added: 12] to the financial statements

The Partnership [removed: periodically] evaluates [added: on a quarterly basis] whether the carrying value of long-lived assets [removed: has been] [added: should be] impaired when circumstances indicate the carrying value of [added: such] long-lived assets may not be recoverable.

Management considers various factors when determining if long-lived assets should be evaluated for impairment including a significant adverse change in the [added: legal or] business climate, a current period operating or cash flow loss combined with a history of losses, [added: an accumulation of costs significantly in excess of the amount originally expected,] a significant adverse change in the extent or manner in which an asset is used, [added: a significant adverse change in the market value of an asset,] or a current expectation that the asset will be sold or otherwise disposed of before the end of its useful life.

The Partnership’s determination of whether impairment indicators exist for [removed: long-lived] [added: long lived] assets requires management to apply significant [removed: judgment.][added: judgments and assumptions.]

When events or circumstances exist that indicate the carrying value of long-lived assets may not be recoverable, the Partnership evaluates its long-lived assets for impairment by comparing the carrying amount of the applicable asset group to the sum of the undiscounted cash flows expected to result from the use [removed: and eventual disposition] of the asset (“recoverability [removed: analysis”).][added: analysis”) using the income approach and selecting a discount rate reflective of the risk inherent in future cash flows, and applying that discount rate to the cash flow projections.]

We [removed: identified] [added: considered] the identification of impairment indicators for property, plant and equipment and the associated recoverability analysis as a critical audit matter because of the significant assumptions [added: that] management makes when determining whether events or changes in circumstances have occurred [added: or could occur] indicating that the carrying amounts of property, plant and equipment may not be recoverable as well as the significant judgements and assumptions made in the undiscounted cash flow analysis used to evaluate recoverability.

Our audit procedures related to the identification of impairment indicators [removed: and recoverability analysis] for long-lived assets included the following, among others:

Based on this assessment, management concluded the company’s internal control over financial reporting was effective as of December 31, 2023.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

| | | | | | | Impairment Assessment of Certain Equity Method Investments | | |

| *Description of the Matter* | | | | | | As discussed in Note 1 to the consolidated financial statements, the Company assesses investments in nonconsolidated entities accounted for under the equity method for impairment when changes in the facts and circumstances indicate a loss in value has occurred. As discussed in Note 8 to the consolidated financial statements, the Company owns a 50% interest in WRB Refining LP (WRB), a joint venture that owns the Wood River and Borger refineries. The carrying value of the Company’s investment in WRB was $2.7 billion as of December 31, 2023. WRB’s earnings are subject to variability as they are dependent on market conditions, as well as the utilization of its refineries. Accordingly, significant judgment is required in determining whether events or changes in circumstances indicate a loss in value may have occurred that is indicative of a possible impairment. We determined that the identification and evaluation of events or changes in circumstances indicating that the carrying value of the investment in WRB may not be recoverable is a critical audit matter because of the judgement and assumptions management uses to perform its identification and evaluation of such factors. | | |

| *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 process for identifying and evaluating events or changes in circumstances that would indicate that the carrying value of the investment in WRB may not be recoverable and performed a walkthrough of the Company’s process and controls. Our evaluation of the Company’s analysis included an assessment of whether events or changes in circumstances indicating that the carrying value of the investment in WRB may not be recoverable were appropriately identified and evaluated by the Company. This included, but was not limited to, an evaluation of the investee’s earnings history and an evaluation of the sustainability of the investee’s earnings 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 management’s evaluation and conclusions. For example, we performed inquiries of management, considered WRB’s historical operating results, reviewed the projected investment recovery period, and assessed current and expected market conditions affecting WRB’s results. We performed an independent assessment using both internally and externally available information, such as utilization and margins for WRB’s and other regional refineries, as well as forecasted prices, market crack spreads and demand. We also considered other information, such as the Company’s internal valuations, to identify evidence contrary to management’s conclusion. Additionally, we evaluated management’s process to accurately forecast future operating income by comparing actual results to budgeted results. | | |

February 21, 2024

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

We did not examine the effectiveness of internal control over financial reporting of DCP Midstream, LP whose financial statements reflect total assets and sales constituting 14% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

The effectiveness of DCP Midstream, LP’s internal control over financial reporting was audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the effectiveness of DCP Midstream, LP’s internal control over financial reporting, is based solely on the report of the other auditors.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

February 21, 2024

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

This analysis resulted in management determining that an impairment triggering event had occurred at a certain asset group in the South region of the Gathering and Processing segment.

The triggering event is a reflection of the diminished probability of new well connects and margin degradation, commodity prices in the recently prepared budget forecasts, and a negative outlook for long-term production volume forecasts.

Management prepared a recoverability analysis and recognized a $209 million impairment loss for the year ended December 31, 2023.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to selection of the discount rate, the terminal value multiple, forecasted future gathering and processing volumes and future commodity pricing.

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

Our further audit procedures on the recoverability analysis included evaluating Management’s significant inputs, including forecasted gathering and processing volumes, future commodity prices, the terminal value multiple, and the selection of the discount rate applied to estimated future cash flows included in Management’s cash flow model, included the following, among others:

- We tested the effectiveness of internal controls over financial reporting related to management’s preparation and review of significant underlying assumptions used in the undiscounted cash flow model

–Evaluating the reasonableness of management’s future commodity pricing forecasts by comparing to independent analysts’ estimates

- With the assistance of our Internal fair value specialists, we evaluated the reasonableness of the discount rate and terminal value multiple by:

–Evaluating the appropriateness of the mathematical model used to develop the discount rate

–Evaluating the guideline public companies selected by management and used in the selection of the discount rate considering the comparability of operations to those of the Partnership

–Developing a range of independent estimates of the discount rate by independently obtaining information to estimate components of the discount rate, including the cost of debt capital, the cost of equity capital, and debt-to-equity ratio

–Evaluating the terminal value multiple in comparison to recent valuation metrics for companies of similar operations

February 21, 2024

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_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 Internal Control over Financial Reporting

We have audited the internal control over financial reporting of DCP Midstream, LP and subsidiaries (the "Partnership") as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and in accordance with auditing standards generally accepted in the United States of America, the consolidated financial statements as of and for the year ended December 31, 2023, of the Partnership (not presented herein) and our report dated February 21, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting (not presented herein).

Our responsibility is to express an opinion on the Partnership's internal control over financial reporting based on our audit.

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 audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

| | | | | | |

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

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.

| *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

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.

The property, plant and equipment, net balance was $7,763 million as of December 31, 2022.

This required a high degree of auditor judgment, including an increased extent of effort related to evaluating indicators of impairment and auditing whether management appropriately identified impairment indicators and assessed recoverability.

- Assessing whether long-lived assets having indicators of impairment were appropriately identified

- Evaluating management’s judgments around historical trends, macroeconomic and industry conditions, and whether projections are consistent with the Partnership’s operating strategy

- Evaluating management’s forecasts by comparing such forecasts to: information included in the Partnership's public disclosures, recent results of operations, trends in operational data for asset groups such as measures of profitability over recent years and quarters

- Researching industry trends

February 17, 2023

| Net proceeds from issuance of Phillips 66 Partners LP common and preferred units | | | — | | | | | | — | | | | | | 2 | | |

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

| December 31, 2019 | | | $ | 6 | | 20,301 | | | (16,673) | | | 22,064 | | | (788) | | | 2,259 | | | 27,169 | | |

| Net income (loss) | | | — | | | — | | | — | | | (3,975) | | | — | | | 261 | | | (3,714) | | |

| Transfer of equity interest | | | — | | | 2 | | | — | | | — | | | — | | | 305 | | | 307 | | |

| Benefit plan activity | | | — | | | 188 | | | — | | | (15) | | | — | | | — | | | 173 | | |

| December 31, 2019 | | | | | | | | | 647,416,633 | | | 206,390,806 | | |

| 2020 | | | | | | | | | $ | 3.60 | | | | |

Recasted Financial Information

Certain prior period financial information has been recasted to reflect the current year’s presentation.

Goodwill

Our equity-classified programs generally provide accelerated vesting (i.e., a waiver of the remaining period of service required to earn an award) for awards held by employees at the time they become eligible for retirement (at age 55 with 5 years of service).

We have elected to recognize expense on a straight-line basis over the service period for the entire award, irrespective of whether the award was granted with ratable or cliff vesting, and have elected to recognize forfeitures of awards when they occur.

Due to the level of effort required to develop fair value measurements, the valuation information necessary to determine the fair values of assets acquired and liabilities assumed is preliminary, including the underlying cash flows, appraisals and other information used to estimate the fair values of the net assets acquired and noncontrolling interests in those net assets.

We continue to evaluate the factors used in establishing the fair values of assets and liabilities as of the acquisition date, including, but not limited to, those factors that could affect the estimated fair values of PP&E, investments in unconsolidated affiliates accounted for under the equity method, identifiable intangible assets, leases, financial instruments, asset retirement and environmental obligations, legal contingencies, debt and noncontrolling interests.

We will complete a final determination of the fair values of assets acquired and liabilities assumed within the one-year measurement period from the date of the merger.

Any adjustments made in subsequent periods could be material to the preliminary values.

Adjustments made in the fourth quarter of 2022 were immaterial.

The following table summarizes, based on our preliminary purchase price allocation described above, the fair values of the assets acquired and liabilities assumed of DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern Hills as of August 17, 2022:

| Inventories | | | 74 | | |

| | | | $ | 3,276 | | | | | 3,394 | | |

These liquidations did not have a material impact on our results for the year ended December 31, 2020.

As of December 31, [removed: 2022,] [added: 2023,] with the participation of management, our President and Chief Executive Officer and our Executive Vice 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 President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, [removed: 2022.][added: 2023.]

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: 2022,] [added: 2023,] 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.

During the quarter ended December 31, 2023, no director or Section 16 officer adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

None.

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

The Code of Ethics is posted on our website located at *http://www.phillips66.com* [added: (within the Corporate Governance section)] and is available in print upon request.

We intend to disclose future amendments to [removed: certain provisions of] the Code of Ethics, and [added: any] waivers of the Code of Ethics, on our website.

The remaining information required by Item 10 of Part III is incorporated herein by reference from our [added: Definitive] Proxy Statement [removed: for the] [added: relating to our 2024] Annual Meeting of Stockholders to be held on May [removed: 10, 2023,] [added: 15, 2024,] which will be filed within 120 days after December 31, [removed: 2022 (2023] [added: 2023 (2024] Definitive Proxy Statement).*

The information required by Item 11 of Part III is incorporated herein by reference from our [removed: 2023] [added: 2024] Definitive Proxy Statement.*

The information required by Item 12 of Part III is incorporated herein by reference from our [removed: 2023] [added: 2024] Definitive Proxy Statement.*

The information required by Item 13 of Part III is incorporated herein by reference from our [removed: 2023] [added: 2024] Definitive Proxy Statement.*

The information required by Item 14 of Part III is incorporated herein by reference from our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Definitive Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.*

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_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: 85,] [added: 83,] 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: 165] [added: 164] to [removed: 171,] [added: 170,] are filed as part of this Annual Report on Form 10-K. | | |

[Index to [removed: Financial Statements](#i64213ea7598947fdb81c617116ff25fe_133)][added: Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)]

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

| [removed: [4.21](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex49.htm)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex49.htm)] | | | | | | [Registration Rights Agreement, dated as of May 5, 2022, among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as dealer managers](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex49.htm). | | | 8-K | | | 4.9 | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.22](https://www.sec.gov/Archives/edgar/data/1338065/000119312510221001/dex41.htm)] [added: [4.24](https://www.sec.gov/Archives/edgar/data/1338065/000119312510221001/dex41.htm)] | | | | | | [Indenture dated as of September 30, 2010 for the issuance of debt securities between DCP Midstream Operating, LP, as issuer, any Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312510221001/dex41.htm). | | | 8-K | | | 4.1 | | | 09/30/2010 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.23](https://www.sec.gov/Archives/edgar/data/1338065/000119312512270732/d354439dex41.htm)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1338065/000119312512270732/d354439dex41.htm)] | | | | | | [Third Supplemental Indenture dated as of June 14, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312512270732/d354439dex41.htm). | | | 8-K | | | 4.1 | | | 06/14/2012 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.24](https://www.sec.gov/Archives/edgar/data/1338065/000119312513107440/d502494dex43.htm)] [added: [4.26](https://www.sec.gov/Archives/edgar/data/1338065/000119312513107440/d502494dex43.htm)] | | | | | | [Fifth Supplemental Indenture dated as of March 14, 2013 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312513107440/d502494dex43.htm). | | | 8-K | | | 4.3 | | | 03/14/2013 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1338065/000133806514000017/ex43supplementalindenturem.htm)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/1338065/000133806514000017/ex43supplementalindenturem.htm)] | | | | | | [Sixth Supplemental Indenture dated as of March 13, 2014 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000133806514000017/ex43supplementalindenturem.htm). | | | 8-K | | | 4.3 | | | 03/14/2014 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.26](https://www.sec.gov/Archives/edgar/data/1338065/000119312518219672/d535261dex43.htm)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1338065/000119312518219672/d535261dex43.htm)] | | | | | | [Seventh Supplemental Indenture dated as of July 17, 2018 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312518219672/d535261dex43.htm). | | | 8-K | | | 4.3 | | | 07/17/2018 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1338065/000119312519144261/d709926dex43.htm)] [added: [4.29](https://www.sec.gov/Archives/edgar/data/1338065/000119312519144261/d709926dex43.htm)] | | | | | | [Eighth Supplemental Indenture dated as of May 10, 2019 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312519144261/d709926dex43.htm). | | | 8-K | | | 4.3 | | | 05/10/2019 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.28](https://www.sec.gov/Archives/edgar/data/1338065/000119312520177628/d948319dex43.htm)] [added: [4.30](https://www.sec.gov/Archives/edgar/data/1338065/000119312520177628/d948319dex43.htm)] | | | | | | [Ninth Supplemental Indenture dated as of June 24, 2020 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312520177628/d948319dex43.htm). | | | 8-K | | | 4.3 | | | 06/24/2020 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.29](https://www.sec.gov/Archives/edgar/data/1338065/000119312521335171/d229132dex43.htm)] [added: [4.31](https://www.sec.gov/Archives/edgar/data/1338065/000119312521335171/d229132dex43.htm)] | | | | | | [Tenth Supplemental Indenture dated as of November 19, 2021 to Indenture dated as of September 20, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312521335171/d229132dex43.htm). | | | 8-K | | | 4.3 | | | 11/19/2021 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.30](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex41.htm)] [added: [4.32](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex41.htm)] | | | | | | [Indenture, dated as of August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex41.htm). | | | 8-K | | | 4.1 | | | 01/06/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.31](https://www.sec.gov/Archives/edgar/data/1119811/000095012900004247/ex4-1.txt)] [added: [4.33](https://www.sec.gov/Archives/edgar/data/1119811/000095012900004247/ex4-1.txt)] | | | | | | [First Supplemental Indenture, dated August 16, 2000, by and between Duke Energy Field Services, LLC and The Chase Manhattan Bank](https://www.sec.gov/Archives/edgar/data/1119811/000095012900004247/ex4-1.txt). | | | 8-K | | | 4.1 | | | 08/16/2000 | | | 000-31095 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.32](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex43.htm)] [added: [4.34](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex43.htm)] | | | | | | [Fifth Supplemental Indenture, dated as of October 27, 2006, by and between Duke Energy Field Services, LLC and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank)](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex43.htm). | | | 8-K | | | 4.3 | | | 01/06/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex44.htm)] [added: [4.35](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex44.htm)] | | | | | | [Sixth Supplemental Indenture, dated September 17, 2007, by and between DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) and The Bank of New York (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank)](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex44.htm). | | | 8-K | | | 4.4 | | | 01/06/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex48.htm)] [added: [4.36](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex48.htm)] | | | | | | [Eleventh Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank)](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex48.htm). | | | 8-K | | | 4.8 | | | 01/06/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.35](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex49.htm)] [added: [4.37](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex49.htm)] | | | | | | [Twelfth Supplemental Indenture, dated January 1, 2017, by and among DCP Midstream Operating, LP (as successor to DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC)), DCP Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank)](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex49.htm). | | | 8-K | | | 4.9 | | | 01/06/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.36](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex410.htm)] [added: [4.38](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex410.htm)] | | | | | | [Indenture, dated as of May 21, 2013, by and between DCP Midstream Operating, LP (as issuer and successor to DCP Midstream, LLC) and the Bank of New York Mellon Trust Company, N.A](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex410.htm). | | | 8-K | | | 4.10 | | | 01/06/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.37](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex411.htm)] [added: [4.39](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex411.htm)] | | | | | | [First Supplemental Indenture, dated May 21, 2013, by and between DCP Midstream, LLC and the Bank of New York Mellon Trust Company, N.A](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex411.htm). | | | 8-K | | | 4.11 | | | 01/06/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.38](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex412.htm)] [added: [4.40](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex412.htm)] | | | | | | [Second Supplemental Indenture, dated January 1, 2017, by and between DCP Midstream Operating, LP, DCP Midstream, LLC and The Bank of New York Mellon Trust Company, N.A](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex412.htm). | | | 8-K | | | 4.12 | | | 01/06/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm)] | | | | | | [Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of May 1, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm). | | | 10-Q | | | 10.14 | | | 08/03/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm)] | | | | | | [First Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of December 31, 2017](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm). | | | 10-K | | | 10.6 | | | 02/23/2018 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm)] | | | | | | [Second Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of June 1, 2018](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm). | | | 10-Q | | | 10.1 | | | 07/27/2018 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000106/psx-2021331_ex101.htm)] [added: [10.6](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 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm)] | | | | | | [Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm). | | | 8-K | | | 10.1 | | | 05/01/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm)] | | | | | | [Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm). | | | 8-K | | | 10.2 | | | 05/01/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.8](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm)] | | | | | | [Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm). | | | 8-K | | | 10.4 | | | 05/01/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm)] | | | | | | [Amendment to the Employee Matters Agreement by and between ConocoPhillips and Phillips 66, dated April 26, 2012](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm). | | | 10-Q | | | 10.1 | | | 05/02/2013 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm)] [added: [10.11](https://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 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.11](https://www.sec.gov/Archives/edgar/data/1534701/000119312513127542/d473113ddef14a.htm#toc473113_25)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1534701/000119312513127542/d473113ddef14a.htm#toc473113_25)] | | | | | | [2013 Omnibus Stock and Performance Incentive Plan of Phillips 66](https://www.sec.gov/Archives/edgar/data/1534701/000119312513127542/d473113ddef14a.htm#toc473113_25). | | | DEF14A | | | App. A | | | 03/27/2013 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/1534701/000120677422000928/psx3965551_def14a.htm#a_061)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1534701/000120677422000928/psx3965551_def14a.htm#a_061)] | | | | | | [removed: [20](https://www.sec.gov/Archives/edgar/data/1534701/000120677422000928/psx3965551_def14a.htm#a_061)[22](https://www.sec.gov/Archives/edgar/data/1534701/000120677422000928/psx3965551_def14a.htm#a_061) [Omnibus] [added: [2022 Omnibus] Stock and Performance Incentive Plan of Phillips 66](https://www.sec.gov/Archives/edgar/data/1534701/000120677422000928/psx3965551_def14a.htm#a_061). | | | DEF14A | | | App. A | | | 03/31/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1015.htm)] [added: [10.14](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 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1018kesrpfirstamendment.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1018kesrpfirstamendment.htm)] | | | | | | [First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1018kesrpfirstamendment.htm). | | | 10-K | | | 10.18 | | | 02/22/2013 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1534701/000153470116000153/psx-2016630_ex101.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1534701/000153470116000153/psx-2016630_ex101.htm)] | | | | | | [Phillips 66 Amended and Restated Executive Severance Plan](http://www.sec.gov/Archives/edgar/data/1534701/000153470116000153/psx-2016630_ex101.htm). | | | 10-Q | | | 10.1 | | | 07/29/2016 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1017.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1017.htm)] | | | | | | [Phillips 66 Deferred Compensation Plan for Non-Employee Directors](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1017.htm). | | | 10-Q | | | 10.17 | | | 08/03/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1018.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1018.htm)] | | | | | | [Phillips 66 Key Employee Deferred Compensation Plan-Title I](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1018.htm). | | | 10-Q | | | 10.18 | | | 08/03/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1019.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1019.htm)] | | | | | | [Phillips 66 Key Employee Deferred Compensation Plan-Title II](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1019.htm). | | | 10-Q | | | 10.19 | | | 08/03/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1024kedcpfirstamendment.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1024kedcpfirstamendment.htm)] | | | | | | [First Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1024kedcpfirstamendment.htm). | | | 10-K | | | 10.24 | | | 02/22/2013 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1020.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1020.htm)] | | | | | | [Phillips 66 Defined Contribution Make-Up Plan Title I](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1020.htm). | | | 10-Q | | | 10.20 | | | 08/03/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1026phillips66-dcmptitlei.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1026phillips66-dcmptitlei.htm)] | | | | | | [Phillips 66 Defined Contribution Make-Up Plan Title II](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000006/a1026phillips66-dcmptitlei.htm). | | | 10-K | | | 10.26 | | | 02/22/2013 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

| [4.21](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm) | | | | | | [Form of the terms of the 2027 Notes, including the form of the 2027 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm) | | | 8-K | | | 4.2 | | | 03/29/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [4.22](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm) | | | | | | [Form of the terms of the 2033 Notes, including the form of the 2033 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm) | | | 8-K | | | 4.3 | | | 03/29/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

| [10.2](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex101.htm) | | | | | | [Term Loan Credit Agreement dated as of March 27, 2023, among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex101.htm) | | | 8-K | | | 10.1 | | | 03/29/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

| [10.30](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex102.htm) | | | | | | [Form](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex102.htm) [of](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex102.htm) [Stock Option Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex102.htm) | | | 10-Q | | | 10.2 | | | 05/04/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.31](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex103.htm) | | | | | | [Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex103.htm)[.](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex103.htm) | | | 10-Q | | | 10.3 | | | 05/04/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.32](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex104.htm) | | | | | | [Form of Performance Share Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex104.htm) | | | 10-Q | | | 10.4 | | | 05/04/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.33](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex105.htm) | | | | | | [Letter Agreement with Vanessa L. Allen Sutherland, dated October 9, 2021.](https://www.sec.gov/Archives/edgar/data/1534701/000153470123000080/psx-2023331_ex105.htm) | | | 10-Q | | | 10.5 | | | 05/04/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.35](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex1035.htm)* | | | | | | [Phillips 66 Key Employee Supplemental Retirement Plan Amendment and Restatement.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex1035.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.36](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex1036.htm)* | | | | | | [Phillips 66 Defined Contribution Make-Up Plan (Title II) Amendment and Restatement.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex1036.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.37](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex1037.htm)* | | | | | | [Second Amendment to the](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex1037.htm) [Phillips 66 Key Employee Deferred Compensation Plan Title II.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex1037.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.38](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/dcpexecutivedeferredcomp.htm)* | | | | | | [The](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/dcpexecutivedeferredcomp.htm) [DCP](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/dcpexecutivedeferredcomp.htm) [Executive Nonqualified Excess Plan Plan Document.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/dcpexecutivedeferredcomp.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

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| [97](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex97.htm)* | | | | | | [Phillips 66 Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000078/psx-20231231_ex97.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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Furnished herewith.*

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

[Index to Financial](#if1e02861ec2f44f18c24a2ae80c9aa02_133) [Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

| [4.39](https://www.sec.gov/Archives/edgar/data/1338065/000119312517348064/d432047dex41.htm) | | | | | | [Form of Unit Certificate for 7.375% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units](https://www.sec.gov/Archives/edgar/data/1338065/000119312517348064/d432047dex41.htm). | | | 8-K | | | 4.1 | | | 11/20/2017 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [4.40](https://www.sec.gov/Archives/edgar/data/1338065/000119312518160819/d583982dex41.htm) | | | | | | [Form of Unit Certificate for 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units](https://www.sec.gov/Archives/edgar/data/1338065/000119312518160819/d583982dex41.htm). | | | 8-K | | | 4.1 | | | 05/11/2018 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [4.41](https://www.sec.gov/Archives/edgar/data/1338065/000119312518293305/d630473dex41.htm) | | | | | | [Form of Unit Certificate for 7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units](https://www.sec.gov/Archives/edgar/data/1338065/000119312518293305/d630473dex41.htm). | | | 8-K | | | 4.1 | | | 10/04/2018 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |