Phillips 66 (PSX) 10-K risk factor changes: FY2024 vs FY2023

You should carefully consider the following risk factors in addition to the other information included in this Annual [removed: Report on Form 10-K.][added: Report.]

Each of these risk factors could adversely affect our business, operating results and financial condition, as well as the value of an investment in our [removed: common stock.][added: securities.]

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

The prices for crude [removed: oil] [added: oil, other feedstocks] and refined [removed: petroleum] products can fluctuate based on global, regional and local market conditions, as well as by type and class of products, which can reduce margins and have a significant impact on our refining, wholesale marketing and retail operations, revenues, operating income and cash flows.

The ability of the members of [removed: the Organization of Petroleum Exporting Countries (OPEC)] [added: OPEC] to agree on and to [removed: maintain] [added: set] crude oil price and production controls and changes in trade flows from events such as the [removed: Russia-Ukraine] war [added: in Eastern Europe] 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.

Also, [removed: crude oil] supply contracts generally have market-based pricing provisions.

We normally purchase our [removed: refinery] feedstocks weeks before manufacturing and selling the refined [removed: petroleum] products.

We also purchase refined [removed: petroleum] products produced by others for sale to our customers.

Changes in prices that occur between the time we purchase feedstocks or products and when we sell the refined [removed: petroleum] products could have a significant [removed: effect] [added: impact] on our financial results.

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

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

[removed: Sustained] [added: In addition, sustained] periods of low [added: commodity] prices can [removed: also cause] [added: result in upstream] producers [removed: to] significantly [removed: curtail or limit] [added: curtailing] their oil and gas drilling operations, which could substantially delay the production and delivery of volumes of crude oil, natural gas and [removed: NGL.][added: NGL and negatively impact the results of our Midstream, Refining, and M&S segments.]

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

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

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

[removed: We] [added: - We] are subject to interruptions of supply and offtake, as well as increased costs, as a result of our reliance on third-party transportation of crude [removed: oil, NGL and] [added: oil or other feedstocks, NGL,] refined petroleum [removed: products.][added: and renewable fuels products.]

We often utilize the services of third parties to transport crude [removed: oil, NGL and] [added: oil or other feedstocks, NGL,] refined petroleum [added: and renewable fuels] products to and from our facilities.

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

A prolonged disruption [removed: of the] [added: in our] ability [removed: of a pipeline or vessel] to transport crude [removed: oil, NGL] [added: oil] or [added: other feedstocks, NGL,] refined petroleum [added: or renewable fuels] products to or from one or more of our refineries or other facilities could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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

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

Any future widespread health crises could materially and adversely impact our [removed: business in the future.][added: business.]

Our global operations expose us to risks associated with public health crises and outbreaks of epidemics, pandemics, or contagious diseases, such as [removed: COVID-19.][added: the COVID-19 pandemic.]

As we cannot predict the duration or scope of any [added: future] public health crisis, epidemic or pandemic, the negative financial impact to our results cannot be reasonably estimated and could be material.

Factors that will influence the impact on our business and operations include the duration and extent of 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 measures, including travel restrictions, and their impact on our operations, and the general economic consequences of public health crises, epidemics and [removed: pandemics, such as the COVID-19 pandemic.][added: pandemics.]

[removed: Refining] [added: - Refining, midstream] and marketing competitors that produce their own feedstocks, have more extensive retail outlets, or have greater financial resources may have a competitive [removed: advantage.][added: advantage.]

We compete with many companies for available supplies of crude oil and other feedstocks and for outlets for our refined [removed: petroleum] products.

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

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

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

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

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

[removed: Plans] [added: - 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 petroleum-based [added: and renewables-based] fuels.

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 petroleum-based [added: and renewables-based] fuels.

A portion of our growth strategy is dependent on our and our joint ventures’ ability to capture growth opportunities in the [removed: Midstream] [added: Midstream, Renewable Fuels] and Chemicals segments.

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

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

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

Examples of such factors include evolving government regulation, the pace of changes in [removed: technology,] [added: technology (including with respect to generative artificial intelligence),] the successful development and deployment of existing or new technologies and business solutions on a commercial scale, competition from third parties in developing new technologies and the availability, timing and cost of equipment.

- Limiting or prohibiting our ability to undertake turnaround or [removed: other] maintenance [removed: activities] [added: activities, or to cease operations] at our refineries.

Summary of Risk Factors

*Risks Related to Our Manufacturing and Operations*

- Margins for the products we produce are cyclical and volatile due to changes in market conditions, which are largely dependent on factors beyond our control, and directly affect our earnings, financial condition and cash flows.

- The prices at which we buy our feedstocks are dependent on market conditions that are beyond our control, and changes in supply and demand for the feedstocks we process directly impact the results of our business.

- Changes to government policies relating to renewable feedstocks and renewable fuels that adversely affect programs like the renewable fuels standards program, low-carbon fuels standards and tax credits for processing certain renewable feedstocks impact our financial condition and results of operations.

- Our operations are subject to planned and unplanned downtime, business interruptions, and operational hazards, any of which could adversely impact our ability to operate and could adversely impact our financial condition, results of operations and cash flows.

- Our investments in joint ventures decrease our ability to manage risk.

*Competition Risks*

- Our Midstream segment competes for natural gas supplies with other companies that provide midstream gathering and processing, transportation, fractionation and terminaling services, and a failure to grow or maintain throughput levels may negatively impact the results of operations of our business.

*Strategic Performance and Future Growth Risks*

Such risks could adversely impact our business and results of operations.

- Political and economic developments could affect our operations and materially reduce our profitability and cash flows.

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

- Our business could be negatively impacted as a result of shareholder activism.

- We are subject to a variety of legal proceedings and other claims arising out of our operations which may adversely impact our business and financial condition.

- Climate change and severe weather may adversely affect our and our joint ventures’ facilities and ongoing operations.

- There are certain environmental hazards and risks inherent in our operations that could adversely affect those operations and our financial results.

- Compliance with the EPA’s Renewable Fuel Standard (RFS) could adversely affect our financial results.

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

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

*Cybersecurity and Data Privacy Risks*

- Cybersecurity incidents and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

- Increasing regulatory focus on privacy and cybersecurity issues and expanding laws could expose us to increased liability, subject us to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business.

*Indebtedness, Capital Markets and Financial Risks*

- Uncertainty and illiquidity in credit and capital markets can impair our ability to obtain credit and financing on acceptable terms and can adversely affect the financial strength of our business partners.

- Deterioration in our credit profile could increase our costs of borrowing money, limit our access to the capital markets and commercial credit, and could trigger co-venturer rights under joint venture arrangements.

- The level of returns on pension and postretirement plan assets and the actuarial assumptions used for valuation purposes could affect our earnings and cash flows in future periods.

- We may incur losses as a result of our forward contracts and derivative transactions.

- We are subject to continuing contingent liabilities of ConocoPhillips following the separation.

ConocoPhillips has indemnified us for certain matters, but may not be able to satisfy its obligations to us in the future.

Margins for the products we produce are cyclical and volatile due to changes in market conditions, which are largely dependent on factors beyond our control, and directly affect our earnings, financial condition and cash flows.

Historically, margins have been volatile and the industry in which we operate is cyclical in nature, and we expect such volatility and cyclicality to continue.

The price at which we purchase crude oil, natural gas, NGLs and renewable feedstocks and the prices at which we can ultimately sell our refined products depend upon factors beyond our control, including, but not limited to:

- global and local demand;

- production levels of feedstocks;

- production levels of refined products by competitors;

- import and export capabilities;

- seasonality and weather conditions;

- transportation availability and cost;

- changes in energy prices;

Market conditions, including volatile commodity prices, margins and demand for refined petroleum, petrochemical and plastics products, impact our earnings, financial condition and cash flows.

Historically, margins have been volatile, and we expect they will continue to be volatile in the future.

The 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, geopolitical risks, such as turmoil in the Middle East, Eastern Europe, and 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.

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

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

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

Our Midstream business is affected by the price of and demand for crude oil, natural gas and NGL, which have historically been volatile.

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

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

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

Demand for these services may be substantially reduced due to lower rates of natural gas production as a result of declining commodity prices.

Commodity prices, including when ethane prices are low relative to natural gas prices, can also negatively impact throughput volumes of NGL transported, fractionated and stored.

The COVID-19 pandemic and the associated containment efforts had a serious adverse impact on the economy and a material adverse effect on our business, as the demand for crude oil, gasoline, jet fuel, diesel fuel and other refined products was significantly reduced.

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

Although the United States had previously withdrawn from the Paris Agreement, it has since taken the steps necessary to rejoin, which was effective in February 2021.

From time to time, we may need to supplement cash generated from operations with proceeds from financing activities.

It should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual [removed: Report on Form 10-K.*][added: Report.*]

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

At December 31, [removed: 2023,] [added: 2024,] we had total assets of [removed: $75.5] [added: $72.6] billion.

During [removed: 2023,] [added: 2024,] we reported earnings of [removed: $7 billion,] [added: $2.1 billion and] generated [removed: $7] [added: $4.2] billion in cash from operating [removed: activities and received proceeds from debt offerings, net of debt repayments, of $2 billion.][added: activities.]

We ended [removed: 2023] [added: 2024] with [removed: $3.3] [added: $1.7] billion of cash and cash equivalents and [removed: approximately $6.4] [added: $4.6] billion of total committed capacity available under our credit facilities.

*Strategic [removed: Priorities Update*][added: Priorities*]

In November 2022, we announced financial and operational targets toward achieving the company’s strategic [removed: priorities] [added: priorities,] and in October 2023, we announced updates [added: and enhancements] to certain [added: of those] targets.

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

[removed: We increased our target for returns] [added: With the return of $5.3 billion] to shareholders through share repurchases and dividends [removed: from July 2022 through year-end 2024 to a range] [added: during 2024, we achieved our target] of [added: returning between] $13 billion [removed: to] [added: and] $15 billion [added: to our shareholders] from [added: July 2022 to year-end 2024, as we distributed] a [removed: range] [added: total] of [removed: $10] [added: $13.6] billion to [removed: $12 billion.][added: shareholders.]

[removed: We plan] [added: Our new target aims] to return [removed: at least] [added: greater than] 50% of net cash provided by operating activities to shareholders through share repurchases and dividends.

[removed: In 2023, we] [added: We] paid [removed: $4] [added: $3.5] billion to repurchase [removed: shares of our] common stock and [removed: paid] [added: $1.9 billion to fund] dividends on our common [removed: stock of $1.9 billion.][added: stock.]

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

[removed: We] [added: With our new targets, we will remain focused on a competitive cost structure and] plan to enhance Refining segment returns and increase our utilization rates by focusing on low-capital, higher-return projects that increase asset [removed: reliability,] [added: reliability and] improve market [removed: capture and reduce costs.][added: capture.]

[removed: During 2023, our] [added: Our] worldwide refining crude oil capacity utilization rate was [removed: 92%] [added: 95% for 2024,] and our worldwide refining clean product yield was [removed: 85%,] [added: 87%,] compared to [removed: 90%] [added: 92%] and [removed: 84%,] [added: 85%,] respectively, in [removed: 2022.][added: 2023.]

[removed: - Capture Value from Wellhead-to-Market – We] [added: Within our Midstream segment, we] are [added: primarily] focused on [removed: growing] [added: maximizing the value of] our fully integrated natural gas liquids (NGL) wellhead-to-market value [removed: chain within our Midstream segment.][added: chain.]

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

Our strategy remains focused on [removed: investing growth capital in the] [added: growing our] Midstream and Chemicals [removed: segments.][added: businesses.]

[removed: In 2024, we] [added: We] have budgeted [removed: $2.2] [added: $2.1] billion [removed: in] [added: for 2025] capital expenditures and investments, [added: exclusive of acquisitions,] which includes [removed: $1.3] [added: $1.1] billion of growth [removed: capital.][added: capital, primarily in our Midstream segment.]

[removed: *DCP] [added: Starting on August 18, 2022, our Midstream operating segment and consolidated results reflect the impacts of the merger of DCP] Midstream, LLC and Gray Oak Holdings LLC Merger (DCP Midstream [removed: Merger)*][added: Merger).]

[removed: Starting on August 18, 2022, our financial] [added: In addition, the] results [removed: reflect] [added: of our NGL business include] the [removed: consolidation] [added: consolidated results] of DCP Midstream Class A Segment, [removed: as well as] DCP Sand Hills [removed: Pipeline, LLC (DCP Sand Hills)] and DCP Southern Hills [removed: Pipeline, LLC (DCP Southern Hills).][added: from August 18, 2022, forward.]

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

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

The composite 3:2:1 market crack spread for our business decreased to an average of [removed: $28.37] [added: $16.95] per barrel during [removed: 2023,] [added: 2024,] from an average of [removed: $34.26] [added: $28.37] per barrel in [removed: 2022.][added: 2023.]

The decrease in the composite market crack spread was primarily driven by [added: higher supply due to increased global refining utilization and] lower global prices for gasoline and [removed: distillates reflecting reduced refining costs due to lower natural gas prices.][added: diesel.]

The price of U.S. benchmark crude oil, West Texas Intermediate [removed: (WTI)] at Cushing, Oklahoma, decreased to an average of [removed: $77.69] [added: $75.83] per barrel during [removed: 2023,] [added: 2024,] from an average of [removed: $94.44] [added: $77.69] per barrel in [removed: 2022.][added: 2023.]

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

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

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

[removed: Our business segment and consolidated results reflect the consolidation] [added: * Includes 100%] of DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern [removed: Hills, in connection with the DCP Midstream Merger,] [added: Hills capital expenditures and investments] from August 18, 2022, [removed: forward.][added: forward.*]

See [added: also] Note 3—DCP Midstream, LLC and DCP Midstream, LP Mergers, in the Notes to Consolidated Financial [removed: Statements,] [added: Statements] for additional information regarding the DCP Midstream Merger.

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

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Chemicals | | | [removed: 600] [added: 876] | | | | | | [removed: 856] [added: 600] | | | | | | [removed: 1,844] [added: 856] | | |

| Corporate and Other | | | [removed: (1,306)] [added: 75] | | | | | | [removed: (1,169)] [added: 66] | | | | | | [removed: (974)] [added: 90] | | | [added: | | | 134 | | |]

| Income before income taxes | | | [removed: 9,469] [added: 2,675] | | | | | | [removed: 14,639] [added: 9,469] | | | | | | [removed: 1,740] [added: 14,639] | | |

| Income tax expense | | | [removed: 2,230] [added: 500] | | | | | | [removed: 3,248] [added: 2,230] | | | | | | [removed: 146] [added: 3,248] | | |

| Net income | | | [removed: 7,239] [added: 2,175] | | | | | | [removed: 11,391] [added: 7,239] | | | | | | [removed: 1,594] [added: 11,391] | | |

| Less: net income attributable to noncontrolling interests | | | [removed: 224] [added: 58] | | | | | | [removed: 367] [added: 224] | | | | | | [removed: 277] [added: 367] | | |

| Net income attributable to Phillips 66 | | | $ | [removed: 7,015] [added: 2,117] | | | | | [removed: 11,024] [added: 7,015] | | | | | | [removed: 1,317] [added: 11,024] | | |

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 [removed: Merger] [added: 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 [removed: NOVONIX Limited (NOVONIX).][added: NOVONIX.]

We funded capital expenditures and investments of $1.9 billion, completed acquisitions for cash consideration of $625 million, purchased government obligations of $1.1 billion that were ultimately used to extinguish debt, and received proceeds from asset dispositions of $1.1 billion.

Additionally, we received proceeds from debt issuances, net of debt repayments, of $2.1 billion.

The strategic priority targets were focused on achieving financial and operational goals through year-end 2024, with an emphasis on delivering shareholder returns; improving refining performance; capturing value from wellhead-to-market; executing business transformation initiatives; maintaining financial strength and flexibility; and driving disciplined growth and returns.

In January 2025, we announced the next phase of priorities along with financial and operational initiatives through year-end 2027.

With these targets, the company is continuing to focus on creating shareholder value; driving disciplined growth and returns; and maintaining financial strength and flexibility.

As the company has completed its business transformation efforts, the company has shifted to operational and cost reduction targets intended to drive world-class operations across its portfolio, while maintaining emphasis on growing its Midstream and Chemicals businesses.

At year-end 2024, we achieved final total company run-rate cost savings of $1.5 billion through our business transformation efforts, including a $0.3 billion reduction of sustaining capital, exceeding our targeted savings on a run-rate basis.

Our new priorities for 2025-2027 continue to focus on Refining performance, targeting an annual clean product yield of greater than 86%, crude oil capacity utilization rates higher than industry average, and continuing to improve our competitive cost structure.

▪During 2024, we completed the conversion of our San Francisco Refinery in Rodeo, California, into the Rodeo Renewable Energy Complex (Rodeo Complex).

▪In 2024, we funded capital expenditures and investments of $1.9 billion and completed acquisitions of $0.6 billion through disciplined capital allocation and $1.1 billion in proceeds from asset dispositions.

In January 2025, we received proceeds from asset dispositions of $2.1 billion and we will continue to evaluate future opportunities to rationalize our asset portfolio.

▪During 2024, we expanded our Midstream NGL wellhead-to-market platform with the acquisition of Pinnacle Midland Parent LLC (Pinnacle Midstream) and approval of a follow-on processing plant expansion in the Midland Basin expected to be completed in mid-2025.

In addition, we achieved over $500 million of run-rate synergies from the integration of DCP Midstream Class A Segment, which is comprised of the businesses, activities, assets and liabilities of DCP Midstream, LP (DCP LP) and its subsidiaries and general partner entities, surpassing our target.

▪Our new financial targets for 2025-2027 reflect our plans to grow Midstream and Chemicals businesses, as well as maintain total annual capital expenditures and investments of approximately $2 billion, excluding acquisitions.

- Financial Strength and Flexibility – We use a variety of funding sources to support our liquidity requirements, including cash from operations, debt and proceeds from dispositions.

Our focus remains on protecting the stable cash generation from the Midstream and Marketing and Specialties (M&S) businesses while balancing continued portfolio optimization.

▪During 2024, we used available cash and proceeds from asset dispositions and debt offerings to fund capital expenditures and investments, complete the acquisition of Pinnacle Midstream, purchase government obligations that were ultimately used to extinguish debt, repurchase shares of our common stock and pay dividends on our common stock.

▪We are targeting reductions of total debt to $17 billion and reductions of our debt to capital ratio.

*Basis of Presentation*

Effective April 1, 2024, we changed the internal financial information reviewed by our chief executive officer to evaluate performance and allocate resources to our operating segments.

This resulted in changes to the composition of our operating segments, as well as measurement changes for certain activities between our operating segments.

The primary effects are summarized below.

Prior period information has been recast for comparability.

- Establishment of a Renewable Fuels operating segment, which includes renewable fuels activities and assets historically reported in our Refining, M&S and Midstream operating segments.

- Change in method of allocating results for certain Gulf Coast distillate export activities from our M&S operating segment to our Refining operating segment.

- Reclassification of certain crude oil and international clean products trading activities between our M&S operating segment and our Refining operating segment.

- Change in reporting of our investment in NOVONIX Limited (NOVONIX) from our Midstream operating segment to Corporate and Other.

In the third quarter of 2024, we began presenting the line item “Capital expenditures and investments” on our consolidated statement of cash flows exclusive of acquisitions, net of cash acquired.

Prior period information has been reclassified for comparability.

The weighted-average NGL price was $0.68 per gallon during 2024, compared with $0.67 per gallon during 2023.

The Henry Hub natural gas price was $2.24 per million British thermal units (MMBtu) during 2024, compared with $2.53 per MMBtu during 2023.

The increase in NGL prices was primarily due to higher demand and increased exports, while the decrease in natural gas prices was partially due to increased production and constraints on Permian natural gas exit capacity.

The benchmark high-density polyethylene chain margin was 17.7 cents per pound in 2024, compared with 16.4 cents per pound in 2023.

The increase was mainly due to improved polyethylene sales prices and lower natural gas and ethane prices.

Our Renewable Fuels segment consists of the operations and assets of the Rodeo Complex, as well as the global activities to procure renewable feedstocks, manage certain regulatory credits, and market renewable fuels.

Results for our Renewable Fuels segment are impacted by several factors, including the market price of renewable fuels, feedstock costs, throughput, operating costs, and the value of certain regulatory credits, as well as other market factors, largely determined by the relationship between supply and demand.

| Midstream | | | $ | 2,638 | | | | | 2,819 | | | | | | 5,176 | | |

| Refining | | | (365) | | | | | | 5,340 | | | | | | 7,976 | | |

| Marketing and Specialties | | | 1,011 | | | | | | 1,897 | | | | | | 2,072 | | |

| Renewable Fuels | | | (198) | | | | | | 153 | | | | | | 171 | | |

We used available cash primarily to repurchase noncontrolling interests in DCP Midstream, LP (DCP LP) for $4.1 billion, fund capital expenditures and investments of $2.4 billion, repurchase shares of common stock for $4 billion and pay dividends on our common stock of $1.9 billion.

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

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 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.

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

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 2024, we have budgeted $985 million of capital expenditures and investments in our Midstream segment, of which $593 million will be focused on enhancing our integrated NGL wellhead-to-market value chain.

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.

We exceeded our savings target by achieving a run-rate cost reduction of $900 million per year and sustaining capital reduction of $300 million per year by the end of 2023.

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.

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

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

In connection with the 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 Segment, and our indirect economic interest in DCP LP increased to 43.3%.

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.

*DCP Midstream, LP Merger (DCP LP Merger)*

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).

The DCP LP Merger Agreement was entered into with DCP LP, its subsidiaries and its general partner entities, pursuant to which one of our wholly owned subsidiaries merged with and into DCP LP, with DCP LP surviving as a Delaware limited partnership.

Under the terms of the DCP LP Merger Agreement, at the effective time of the DCP LP Merger, each publicly held common unit representing a limited partner interest in DCP LP (other than the common units owned by DCP Midstream and its subsidiaries) issued and outstanding as of immediately prior to the effective time was converted into the right to receive $41.75 per common unit in cash.

The DCP LP Merger increased our aggregate direct and indirect economic interest in DCP LP from 43.3% to 86.8%.

During 2023, NGL and natural gas prices decreased, compared with 2022, as the result of increased production.

Compared with 2022, the benchmark high-density polyethylene chain margin decreased in 2023, due to lower polyethylene sales prices as a result of industry oversupply driven by recent capacity additions.

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.

| Midstream | | | $ | 2,774 | | | | | 4,734 | | | | | | 1,500 | | |

| Refining | | | 5,266 | | | | | | 7,816 | | | | | | (2,353) | | |

| Marketing and Specialties | | | 2,135 | | | | | | 2,402 | | | | | | 1,723 | | |

The improvement was primarily due to higher realized refining margins, an aggregate before-tax gain of $3,013 million recognized in our Midstream segment in connection with the DCP Midstream Merger, lower impairments in the Refining segment, and improved international marketing fuel margins.

Sales and other operating revenues and purchased crude oil and products increased 52% and 47%, respectively, in 2022.

Other income increased $2,283 million in 2022, primarily due to an aggregate before-tax gain of $3,013 million recognized in our Midstream segment in connection with the DCP Midstream Merger.

The impact of this gain was partially offset by an unrealized investment loss on our investment in NOVONIX, compared with an unrealized gain in 2021.

Operating expenses increased 19% in 2022, mainly attributable to higher utility costs driven by increased natural gas and power prices and higher turnaround and other maintenance expenses.

Selling, general and administrative expenses increased 24% in 2022, primarily driven by higher employee-related expenses, restructuring costs related to our business transformation and increased selling expenses driven by rising refined petroleum product prices.

Impairments decreased 96% in 2022, primarily due to a before-tax impairment of $1,298 million recorded in the third quarter of 2021 associated with our Alliance Refinery.

Taxes other than income taxes increased 29% in 2022, primarily due to tax credits received from renewable diesel blending activity at our San Francisco Refinery in the third quarter of 2021, as well as higher property and other taxes.

Income tax expense increased $3,102 million in 2022 primarily due to improved results.

The increase was primarily driven by the consolidation of DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern Hills as part of the DCP Midstream Merger in August 2022, which resulted in us reflecting the additional noncontrolling interests owned by the public common and preferred unitholders of DCP LP, as well as Enbridge’s noncontrolling interest in DCP Midstream Class A Segment, on our consolidated statement of income.

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

Consistent with this policy, we use derivative contracts to convert our exposure from fixed-price sales or purchase contracts, often specified in contracts with refined [removed: petroleum] product customers, back to floating market prices.

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

Using Monte Carlo simulation, a 95% confidence level and a one-day holding period, the VaR for derivative commodity instruments issued or held at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] was immaterial to our cash flows and results of operations.

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

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

| 2026 | | | | | | | | | [removed: 992] [added: 992] | | | | | | [removed: 2.42] [added: 2.42] | | | | | | | | | [removed: 1,250] [added: 1,250] | | | | | | [removed: 6.46] [added: 6.46] | | |

| 2027 | | | | | | | | | [removed: 1,250] [added: 1,250] | | | | | | [removed: 5.22] [added: 5.22] | | | | | | | | | [removed: 25] [added: 25] | | | | | | [removed: 6.51] [added: 6.51] | | |

| Remaining years | | | | | | | | | [removed: 10,676] [added: 10,676] | | | | | | [removed: 4.74] [added: 4.74] | | | | | | | | | [removed: 290] [added: 290] | | | | | | [removed: 6.46] [added: 6.46] | | |

| Total | | | | | | [removed: $] [added: $] | | | [removed: 17,293] [added: 17,293] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 1,915] [added: 1,915] | | | | | | | | |

| Fair value | | | | | | [removed: $] [added: $] | | | [removed: 16,718] [added: 16,718] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 1,915] [added: 1,915] | | | | | | | | |

| [removed: Year-End 2022] [added: Year-End 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2026 | | | | | | | | | [removed: 992] [added: 992] | | | | | | [removed: 2.42] [added: 2.42] | | | | | | | | | [removed: —] [added: 550] | | | | | | [removed: —] [added: 5.45] | | |

| Fair value | | | | | | [removed: $] [added: $] | | | [removed: 15,871] [added: 16,913] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 65] [added: 1,760] | | | | | | | | |

For additional information about our use of derivative instruments, see Note [removed: 17—Derivatives] [added: 18—Derivatives] and Financial Instruments, in the Notes to Consolidated Financial Statements.

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

We based 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 [removed: operate.][added: operate, and our sustainability-related plans and goals.]

- Fluctuations in market [removed: conditions, including] [added: conditions and demand impacting the prices of] NGL, crude oil, refined petroleum [removed: product] [added: products, renewable fuels, renewable feedstocks] and natural gas prices and [removed: refining,] [added: changes in refined product,] marketing and petrochemical [removed: margins and demand.][added: margins.]

- Changes in governmental policies relating to NGL, crude oil, natural [removed: gas or] [added: gas,] refined petroleum [added: or renewable fuels] products pricing, regulation or taxation, including exports.

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

- [removed: Lack of,] [added: Changes in the cost] or [removed: disruptions in,] [added: availability of] adequate and reliable transportation for our NGL, crude oil, natural gas and refined petroleum [added: and renewable fuels] products.

- The level and success of [added: producers’] drilling [added: plans] and [added: the amount and] quality of production volumes around our midstream assets.

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

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

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

- Our ability to successfully complete, or any material delay in the completion of, [added: any] asset [removed: dispositions] [added: dispositions, acquisitions, shutdowns] or [removed: acquisitions] [added: conversions] that we [removed: pursue.][added: may pursue, including the receipt of any necessary regulatory approvals or permits related to such action.]

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

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

- Liability [removed: resulting from litigation or] for remedial actions, including removal and reclamation obligations under environmental regulations.

| 2025 | | | | | | $ | | | 584 | | | | | | 5.19 | | % | | | | $ | | | 1,210 | | | | | | 5.05 | | % |

| 2027 | | | | | | | | | 1,250 | | | | | | 5.22 | | | | | | | | | — | | | | | | — | | |

| 2029 | | | | | | | | | 1,200 | | | | | | 4.14 | | | | | | | | | — | | | | | | — | | |

| Remaining years | | | | | | | | | 12,776 | | | | | | 4.94 | | | | | | | | | — | | | | | | — | | |

| Total | | | | | | $ | | | 18,102 | | | | | | | | | | | | $ | | | 1,760 | | | | | | | | |

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

In October 2024, we entered into a foreign currency derivative instrument and recognized a before-tax gain of $67 million.

The instrument is in connection with the sale of our 49% ownership interest in Coop, which closed in January 2025.

This instrument was settled in January 2025.

For additional information, see Note 9—Investments, Loans and Long-Term Receivables.

Our sustainability-related goals are not guarantees or promises and may change.

Statements regarding our goals are not guarantees or promises that they will be met.

The information included in, and any issues identified as material for purposes of, our sustainability reports shall not be considered material for SEC reporting purposes.

- Liability resulting from pending or future litigation or other legal proceedings.

- Economic, political and regulatory conditions domestically and internationally, including imposition of tariffs or other tax incentives or disincentives.

- The potential impact of activist shareholder actions or tactics.

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

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

| 2023 | | | | | | $ | | | 500 | | | | | | 3.88 | | % | | | | $ | | | — | | | | | | — | | % |

| 2024 | | | | | | | | | 1,100 | | | | | | 1.32 | | | | | | | | | 40 | | | | | | 5.33 | | |

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

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

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

\\

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

Additionally, we have elected a [removed: $300,000] [added: $1 million] threshold to disclose certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party to the proceedings.

[removed: We] [added: Except as otherwise set forth herein, we] do not currently believe that the eventual outcome of any matters previously reported, 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: 2023)*][added: 2024)*]

See “Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)” section of Note [removed: 8—Investments,] [added: 9—Investments,] Loans and Long-Term Receivables and Note [removed: 16—Contingencies] [added: 17—Contingencies] and Commitments, in the Notes to Consolidated Financial [removed: Statements,] [added: Statements] for additional information regarding Legal Proceedings and other regulatory actions.

During the fourth quarter of 2024, two new matters arose, and there were material developments with respect to two matters previously reported, that resolved those matters, which are all described below.

In December 2024, the Bay Area Air Quality Management District (BAAQMD) offered to settle 172 notices of alleged violations of air regulations by the Rodeo Complex dating back to 2016.

Settlement negotiations are underway, and resolution is expected in 2025.

In November 2024, Phillips 66 Company received an indictment from a federal grand jury in the United States District Court for the Central District of California alleging two counts of negligently violating the Clean Water Act and four counts of knowingly violating the Clean Water Act at its Los Angeles Refinery.

If convicted of all charges, Phillips 66 would face a statutory maximum fine exceeding $1 million.

The matter relates to alleged wastewater permit violations and is ongoing.

As described further in the “Legal Proceedings” section of Note 17—Contingencies and Commitments, in the Notes to Consolidated Financial Statements, on February 17, 2022, Propel Fuels, Inc. (Propel Fuels) filed a lawsuit in the Superior Court of California, County of Alameda (the Propel Court), alleging that Phillips 66 Company misappropriated trade secrets related to Propel Fuels’ renewable fuels business.

On October 16, 2024, a jury returned a verdict against Phillips 66 Company for $604.9 million in compensatory damages and issued a willfulness finding.

In 2025, the Propel Court is expected to rule on motions anticipated to be filed by Propel Fuels seeking exemplary damages and attorneys’ fees.

Propel Fuels has asked the Propel Court to grant treble damages and Phillips 66 Company has filed a brief in opposition to that request.

Also in 2025, the Propel Court is expected to rule on Phillips 66 Company’s motions for a judgment in its favor as a matter of law, or in the alternative to reduce the jury’s verdict or to grant a new trial.

Phillips 66 Company denies any wrongdoing and intends to vigorously defend its position.

While Phillips 66 Company believes the jury verdict is not legally or factually supported and intends to pursue post-judgment remedies and file an appeal, there can be no assurances that such defense efforts will be successful.

To the extent Phillips 66 Company is required to pay exemplary damages, it may have a material adverse effect on our financial position and results of operations.

On August 30, 2024, the Colorado Department of Public Health & Environment, Air Pollution Control Division (APCD) sent DCP Operating Company, LP (DCP) a Compliance Order on Consent alleging violations at its Enterprise Compressor Station of AQCC Regulation 7 and DCP’s permit conditions.

This matter was resolved in the fourth quarter of 2024 with an agreement to pay a penalty and an economic benefit reimbursement totaling less than $1 million.

On May 12, 2023, the EPA, Region 6, sent DCP a Notice of Violation and Opportunity to Confer regarding alleged violations of 40 C.F.R. Part 60, Subpart OOOOa (NOV).

The NOV alleged non-compliances at the Artesia and Eunice Natural Gas Processing Plants in New Mexico.

This matter was resolved in the fourth quarter of 2024 with an agreement to implement scheduled corrective actions and pay a penalty of $1.9 million.

*Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)*

The below matters are disclosed in accordance with that requirement.

[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.

On December 1, 2023, the South Coast Air Quality Management District (SCAQMD) issued a demand for penalties that exceeds the $300,000 reporting threshold.

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

We are working with SCAQMD to 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 Operating Company LP’s (DCP Operating LP) gas processing plants, which DCP 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 Operating LP would be assessed an administrative penalty and economic benefit payment.

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

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

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.

| For the fiscal year ended | | | December 31, [removed: 2023] [added: 2024] | | | | | |

The aggregate market value of common stock held by non-affiliates of the registrant on June [removed: 30, 2023,] [added: 28, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $95.38,] [added: $141.17,] was [removed: $42.4] [added: $59] billion.

The registrant had [removed: 427,824,429] [added: 407,698,347] shares of common stock outstanding at January 31, [removed: 2024.][added: 2025.]

Portions of the Proxy Statement for the [added: Registrant’s 2025] Annual Meeting of [removed: Stockholders to be held on May 15, 2024 (Part III).][added: Shareholders.]

| [1 and 2. Business and [removed: Properties](#if1e02861ec2f44f18c24a2ae80c9aa02_13)] [added: Properties](#icee02bc8a839408f9e11af4394aaa260_13)] | | | [removed: [1](#if1e02861ec2f44f18c24a2ae80c9aa02_13)] [added: [1](#icee02bc8a839408f9e11af4394aaa260_13)] | | |

| [Corporate [removed: Structure](#if1e02861ec2f44f18c24a2ae80c9aa02_16)] [added: Structure](#icee02bc8a839408f9e11af4394aaa260_16)] | | | [removed: [1](#if1e02861ec2f44f18c24a2ae80c9aa02_16)] [added: [1](#icee02bc8a839408f9e11af4394aaa260_16)] | | |

| [Segment and Geographic [removed: Information](#if1e02861ec2f44f18c24a2ae80c9aa02_19)] [added: Information](#icee02bc8a839408f9e11af4394aaa260_19)] | | | [removed: [2](#if1e02861ec2f44f18c24a2ae80c9aa02_19)] [added: [3](#icee02bc8a839408f9e11af4394aaa260_19)] | | |

| [Marketing and [removed: Specialties](#if1e02861ec2f44f18c24a2ae80c9aa02_31)] [added: Specialties](#icee02bc8a839408f9e11af4394aaa260_31)] | | | [removed: [17](#if1e02861ec2f44f18c24a2ae80c9aa02_31)] [added: [18](#icee02bc8a839408f9e11af4394aaa260_31)] | | |

| [Energy Research & [removed: Innovation](#if1e02861ec2f44f18c24a2ae80c9aa02_34)] [added: Innovation](#icee02bc8a839408f9e11af4394aaa260_34)] | | | [removed: [18](#if1e02861ec2f44f18c24a2ae80c9aa02_34)] [added: [20](#icee02bc8a839408f9e11af4394aaa260_34)] | | |

| [Human [removed: Capital](#if1e02861ec2f44f18c24a2ae80c9aa02_37)] [added: Capital](#icee02bc8a839408f9e11af4394aaa260_37)] | | | [removed: [18](#if1e02861ec2f44f18c24a2ae80c9aa02_37)] [added: [20](#icee02bc8a839408f9e11af4394aaa260_37)] | | |

| [1A. Risk [removed: Factors](#if1e02861ec2f44f18c24a2ae80c9aa02_49)] [added: Factors](#icee02bc8a839408f9e11af4394aaa260_49)] | | | [removed: [21](#if1e02861ec2f44f18c24a2ae80c9aa02_49)] [added: [24](#icee02bc8a839408f9e11af4394aaa260_49)] | | |

| [1B. Unresolved Staff [removed: Comments](#if1e02861ec2f44f18c24a2ae80c9aa02_52)] [added: Comments](#icee02bc8a839408f9e11af4394aaa260_52)] | | | [removed: [36](#if1e02861ec2f44f18c24a2ae80c9aa02_52)] [added: [42](#icee02bc8a839408f9e11af4394aaa260_52)] | | |

| [1C. [removed: Cybersecurity](#if1e02861ec2f44f18c24a2ae80c9aa02_2432)] [added: Cybersecurity](#icee02bc8a839408f9e11af4394aaa260_55)] | | | [removed: [36](#if1e02861ec2f44f18c24a2ae80c9aa02_2432)] [added: [42](#icee02bc8a839408f9e11af4394aaa260_55)] | | |

| [3. Legal [removed: Proceedings](#if1e02861ec2f44f18c24a2ae80c9aa02_55)] [added: Proceedings](#icee02bc8a839408f9e11af4394aaa260_58)] | | | [removed: [37](#if1e02861ec2f44f18c24a2ae80c9aa02_55)] [added: [43](#icee02bc8a839408f9e11af4394aaa260_58)] | | |

| [4. Mine Safety [removed: Disclosures](#if1e02861ec2f44f18c24a2ae80c9aa02_58)] [added: Disclosures](#icee02bc8a839408f9e11af4394aaa260_61)] | | | [removed: [38](#if1e02861ec2f44f18c24a2ae80c9aa02_58)] [added: [44](#icee02bc8a839408f9e11af4394aaa260_61)] | | |

| [Information About Our Executive [removed: Officers](#if1e02861ec2f44f18c24a2ae80c9aa02_61)] [added: Officers](#icee02bc8a839408f9e11af4394aaa260_64)] | | | [removed: [39](#if1e02861ec2f44f18c24a2ae80c9aa02_61)] [added: [45](#icee02bc8a839408f9e11af4394aaa260_64)] | | |

| [5. Market for Registrant's Common Equity, [removed: Related Stockholder Matters] [added: Related](#icee02bc8a839408f9e11af4394aaa260_70) [Stockholder](#icee02bc8a839408f9e11af4394aaa260_70) [Matters] and Issuer Purchases of Equity [removed: Securities](#if1e02861ec2f44f18c24a2ae80c9aa02_67)] [added: Securities](#icee02bc8a839408f9e11af4394aaa260_70)] | | | [removed: [40](#if1e02861ec2f44f18c24a2ae80c9aa02_67)] [added: [46](#icee02bc8a839408f9e11af4394aaa260_70)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if1e02861ec2f44f18c24a2ae80c9aa02_73)] [added: Operations](#icee02bc8a839408f9e11af4394aaa260_76)] | | | [removed: [42](#if1e02861ec2f44f18c24a2ae80c9aa02_73)] [added: [48](#icee02bc8a839408f9e11af4394aaa260_76)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#if1e02861ec2f44f18c24a2ae80c9aa02_127)] [added: Risk](#icee02bc8a839408f9e11af4394aaa260_130)] | | | [removed: [80](#if1e02861ec2f44f18c24a2ae80c9aa02_127)] [added: [91](#icee02bc8a839408f9e11af4394aaa260_130)] | | |

| [Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the [removed: Private](#if1e02861ec2f44f18c24a2ae80c9aa02_130)] [added: Private](#icee02bc8a839408f9e11af4394aaa260_133)] [Securities Litigation Reform Act of [removed: 1995](#if1e02861ec2f44f18c24a2ae80c9aa02_130)] [added: 1995](#icee02bc8a839408f9e11af4394aaa260_133)] | | | [removed: [82](#if1e02861ec2f44f18c24a2ae80c9aa02_130)] [added: [93](#icee02bc8a839408f9e11af4394aaa260_133)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#if1e02861ec2f44f18c24a2ae80c9aa02_133)] [added: Data](#icee02bc8a839408f9e11af4394aaa260_136)] | | | [removed: [84](#if1e02861ec2f44f18c24a2ae80c9aa02_133)] [added: [95](#icee02bc8a839408f9e11af4394aaa260_136)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if1e02861ec2f44f18c24a2ae80c9aa02_280)] [added: Disclosure](#icee02bc8a839408f9e11af4394aaa260_286)] | | | [removed: [162](#if1e02861ec2f44f18c24a2ae80c9aa02_280)] [added: [176](#icee02bc8a839408f9e11af4394aaa260_286)] | | |

| [9A. Controls and [removed: Procedures](#if1e02861ec2f44f18c24a2ae80c9aa02_283)] [added: Procedures](#icee02bc8a839408f9e11af4394aaa260_289)] | | | [removed: [162](#if1e02861ec2f44f18c24a2ae80c9aa02_283)] [added: [176](#icee02bc8a839408f9e11af4394aaa260_289)] | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if1e02861ec2f44f18c24a2ae80c9aa02_289)] [added: Inspections](#icee02bc8a839408f9e11af4394aaa260_295)] | | | [removed: [162](#if1e02861ec2f44f18c24a2ae80c9aa02_289)] [added: [176](#icee02bc8a839408f9e11af4394aaa260_295)] | | |

| [10. Directors, Executive Officers and Corporate [removed: Governance](#if1e02861ec2f44f18c24a2ae80c9aa02_295)] [added: Governance](#icee02bc8a839408f9e11af4394aaa260_301)] | | | [removed: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_295)] [added: [177](#icee02bc8a839408f9e11af4394aaa260_301)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and [removed: Related](#if1e02861ec2f44f18c24a2ae80c9aa02_301) [Stockholder Matters](#if1e02861ec2f44f18c24a2ae80c9aa02_301)] [added: Related](#icee02bc8a839408f9e11af4394aaa260_307) Stockholder [Matters](#icee02bc8a839408f9e11af4394aaa260_307)] | | | [removed: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_301)] [added: [177](#icee02bc8a839408f9e11af4394aaa260_307)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#if1e02861ec2f44f18c24a2ae80c9aa02_304)] [added: Independence](#icee02bc8a839408f9e11af4394aaa260_310)] | | | [removed: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_304)] [added: [177](#icee02bc8a839408f9e11af4394aaa260_310)] | | |

| [14. Principal Accountant Fees and [removed: Services](#if1e02861ec2f44f18c24a2ae80c9aa02_307)] [added: Services](#icee02bc8a839408f9e11af4394aaa260_313)] | | | [removed: [163](#if1e02861ec2f44f18c24a2ae80c9aa02_307)] [added: [177](#icee02bc8a839408f9e11af4394aaa260_313)] | | |

| [15. Exhibit and Financial Statement [removed: Schedules](#if1e02861ec2f44f18c24a2ae80c9aa02_313)] [added: Schedules](#icee02bc8a839408f9e11af4394aaa260_319)] | | | [removed: [164](#if1e02861ec2f44f18c24a2ae80c9aa02_313)] [added: [178](#icee02bc8a839408f9e11af4394aaa260_319)] | | |

This Annual Report on Form 10-K [added: (the Annual Report)] contains forward-looking statements including, without limitation, statements relating to 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 words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” [removed: “target”] [added: “target,” “priorities”] and similar expressions often identify forward-looking statements, but the absence of these words does not mean a statement is not forward-looking.

The two companies were separated by ConocoPhillips distributing to its [removed: stockholders] [added: shareholders] all the shares of common stock of Phillips 66 after the market closed on April 30, 2012 (the separation).

Our businesses are [added: now] organized into [removed: four] [added: five] operating segments:

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

3)Refining—Refines crude oil and other feedstocks into petroleum products, such as [removed: gasoline, distillates] [added: gasoline] and [added: distillates, including] aviation [removed: fuels, as well as renewable] fuels.

This segment includes [removed: 12] [added: 11] refineries in the United States and Europe.

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

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

Corporate assets include all cash, cash [removed: equivalents and] [added: equivalents,] income tax-related [added: assets and enterprise information technology] assets.

See Note [removed: 31—Restructuring,] [added: 4—Restructuring,] in the Notes to Consolidated Financial [removed: Statements,] [added: Statements] for additional information regarding restructuring costs.

| 2024 | | | | | | | | | | | | | | |

| [PART I](#icee02bc8a839408f9e11af4394aaa260_10) | | | | | |

| [Midstream](#icee02bc8a839408f9e11af4394aaa260_22) | | | [3](#icee02bc8a839408f9e11af4394aaa260_22) | | |

| [Chemicals](#icee02bc8a839408f9e11af4394aaa260_25) | | | [12](#icee02bc8a839408f9e11af4394aaa260_25) | | |

| [Refining](#icee02bc8a839408f9e11af4394aaa260_28) | | | [14](#icee02bc8a839408f9e11af4394aaa260_28) | | |

| [Renewable Fuels](#icee02bc8a839408f9e11af4394aaa260_2508) | | | [20](#icee02bc8a839408f9e11af4394aaa260_2508) | | |

| [Competition](#icee02bc8a839408f9e11af4394aaa260_40) | | | [22](#icee02bc8a839408f9e11af4394aaa260_40) | | |

| [General](#icee02bc8a839408f9e11af4394aaa260_43) | | | [23](#icee02bc8a839408f9e11af4394aaa260_43) | | |

| [PART II](#icee02bc8a839408f9e11af4394aaa260_67) | | | | | |

| [6. \[Reserved\]](#icee02bc8a839408f9e11af4394aaa260_73) | | | [47](#icee02bc8a839408f9e11af4394aaa260_73) | | |

| [9B. Other Information](#icee02bc8a839408f9e11af4394aaa260_292) | | | [176](#icee02bc8a839408f9e11af4394aaa260_292) | | |

| [PART III](#icee02bc8a839408f9e11af4394aaa260_298) | | | | | |

| [11. Executive Compensation](#icee02bc8a839408f9e11af4394aaa260_304) | | | [177](#icee02bc8a839408f9e11af4394aaa260_304) | | |

| [PART IV](#icee02bc8a839408f9e11af4394aaa260_316) | | | | | |

| [16. Form 10-K Summary](#icee02bc8a839408f9e11af4394aaa260_322) | | | [178](#icee02bc8a839408f9e11af4394aaa260_322) | | |

| [Signatures](#icee02bc8a839408f9e11af4394aaa260_328) | | | [186](#icee02bc8a839408f9e11af4394aaa260_328) | | |

Operating Segments

*Basis of Presentation*

Effective April 1, 2024, we changed the internal financial information reviewed by our chief executive officer to evaluate performance and allocate resources to our operating segments.

This resulted in changes to the composition of our operating segments, as well as measurement changes for certain activities between our operating segments.

The primary effects are summarized below.

Prior period information has been recast for comparability.

- Establishment of a Renewable Fuels operating segment, which includes renewable fuels activities and assets historically reported in our Refining, Marketing and Specialties (M&S) and Midstream operating segments.

- Change in method of allocating results for certain Gulf Coast distillate export activities from our M&S operating segment to our Refining operating segment.

- Reclassification of certain crude oil and international clean products trading activities between our M&S operating segment and our Refining operating segment.

- Change in reporting of our investment in NOVONIX Limited (NOVONIX) from our Midstream operating segment to Corporate and Other.

In addition, this segment exports liquefied petroleum gas (LPG) to global markets.

5)Renewable Fuels—Processes renewable feedstocks into renewable products at the Rodeo Renewable Energy Complex (Rodeo Complex) and at our Humber Refinery.

In addition, this segment includes the global activities to procure renewable feedstocks, manage certain regulatory credits, and market renewable fuels.

*Acquisition*

On July 1, 2024, we acquired Pinnacle Midland Parent LLC (Pinnacle Midstream) to expand our natural gas gathering and processing operations in the Permian Basin for cash consideration of $565 million.

*Pending Acquisition*

On January 6, 2025, we entered into a definitive agreement to acquire all issued and outstanding equity interests in each of EPIC Y-Grade GP, LLC (Y-Grade GP) and EPIC Y-Grade, LP (Y-Grade LP, and, together with Y-Grade GP and their respective subsidiaries, EPIC Y-Grade), which own various long haul natural gas liquids pipelines, fractionation facilities and distribution systems, for cash consideration of $2.2 billion, subject to certain closing adjustments.

The closing date of this transaction is dependent on regulatory approval and completion of other customary closing conditions.

See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information regarding the acquisition of Pinnacle Midstream and the pending EPIC Y-Grade acquisition.

During the year ended December 31, 2024, we sold the following assets:

- Our equity interests in certain pipeline and terminaling assets in North Dakota.

- Certain gathering and processing assets in Texas.

- Our ownership interests in certain gathering and processing assets in Louisiana and Alabama.

- Our 25% ownership interest in Rockies Express Pipeline LLC.

[Index to Financial Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_133)

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

| [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) | | |

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

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

| [9B. Other Information](#if1e02861ec2f44f18c24a2ae80c9aa02_286) | | | [162](#if1e02861ec2f44f18c24a2ae80c9aa02_286) | | |

| [PART III](#if1e02861ec2f44f18c24a2ae80c9aa02_292) | | | | | |

| [11. Executive Compensation](#if1e02861ec2f44f18c24a2ae80c9aa02_298) | | | [163](#if1e02861ec2f44f18c24a2ae80c9aa02_298) | | |

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

| [16. Form 10-K Summary](#if1e02861ec2f44f18c24a2ae80c9aa02_316) | | | [164](#if1e02861ec2f44f18c24a2ae80c9aa02_316) | | |

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

This segment also includes our 16% investment in NOVONIX Limited (NOVONIX).

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

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

At December 31, 2023, our Midstream business was comprised of over 72,000 miles of crude oil, refined petroleum product, NGL and natural gas pipeline systems in the United States, including those partially owned or operated by our affiliates.

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

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

In connection with the 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 Segment, and our indirect economic interest in DCP LP increased to 43.3%.

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.

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

In connection with the merger, our indirect interest in Gray Oak Pipeline was reduced to 6.5% and is now held through DCP Midstream Class B Segment.

We account for our remaining interest in Gray Oak Pipeline using the equity method.

*DCP Midstream, LP Merger (DCP LP Merger)*

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).

The DCP LP Merger Agreement was entered into with DCP LP, its subsidiaries and its general partner entities, pursuant to which one of our wholly owned subsidiaries merged with and into DCP LP, with DCP LP surviving as a Delaware limited partnership.

Under the terms of the DCP LP Merger Agreement, at the effective time of the DCP LP Merger, each publicly held common unit representing a limited partner interest in DCP LP (other than the common units owned by DCP Midstream and its subsidiaries) issued and outstanding as of immediately prior to the effective time was converted into the right to receive $41.75 per common unit in cash.

The DCP LP Merger increased our aggregate direct and indirect economic interest in DCP LP from 43.3% to 86.8%.

*Phillips 66 Partners Merger*

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

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.

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

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.

| Sacagawea | | | | | | North Dakota | | | | | | 50 | | | | | | 95 | | | | | | 183 | | |

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

These alerts are monitored by a managed security service provider that augments [removed: a] [added: our] dedicated internal Security Operations Center team.

With respect to cybersecurity incident response, our ECIRP provides a [removed: standardized] [added: documented] framework for responding to cybersecurity incidents.

[added: Our] Internal [removed: audit] [added: Audit organization] performs audits of our cybersecurity program.

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

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

| Mark E. Lashier | | | [removed: President] [added: Chairman] and Chief Executive Officer | | | [removed: 62] [added: 63] | | |

| Kevin J. Mitchell | | | Executive Vice President and Chief Financial Officer | | | [removed: 57] [added: 58] | | |

| Zhanna Golodryga | | | Executive Vice President, Emerging Energy and Sustainability | | | [removed: 68] [added: 69] | | |

| Richard G. Harbison | | | Executive Vice President, Refining | | | [removed: 58] [added: 59] | | |

| Brian M. Mandell | | | Executive Vice President, Marketing and Commercial | | | [removed: 60] [added: 61] | | |

| [removed: Timothy D. Roberts] [added: Donald A. Baldridge] | | | Executive Vice President, Midstream and Chemicals | | | [removed: 62] [added: 55] | | |

| Vanessa L. Allen Sutherland | | | Executive Vice President, Government Affairs, General Counsel and Corporate Secretary | | | [removed: 52] [added: 53] | | |

| [removed: J. Scott Pruitt] [added: Ann M. Kluppel] | | | Vice President and Controller | | | [removed: 59] [added: 57] | | |

Lashier is [removed: President] [added: Chairman] and Chief Executive Officer, a position he has held since [removed: July 2022.][added: May 2024.]

Previously, Mr. Lashier served [added: Phillips 66] as President and Chief [removed: Operating] [added: Executive] Officer [removed: of Phillips 66] from [removed: April 2021 to] July [removed: 2022;] [added: 2022 to May 2024 and as] President and Chief [removed: Executive] [added: Operating] Officer [removed: of CPChem] from [removed: August 2017 to] April [removed: 2021; and as Executive Vice President, Commercial of CPChem from August 2015] [added: 2021] to [removed: August 2017.][added: July 2022.]

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

[removed: Roberts] [added: Baldridge] is Executive Vice President, Midstream and Chemicals, a position he has held since [removed: August 2018.][added: June 2024.]

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 and] Senior Vice President, Government Relations and Chief Legal Officer [added: of Norfolk Southern Corporation] from August 2019 to April [removed: 2020; Senior Vice President, Law and Chief Legal Officer from April 2019 to August 2019; and Vice President, Law from June 2018 to April 2019.][added: 2020.]

[removed: Scott Pruitt] [added: Kluppel] is Vice President and Controller, a position [removed: he] [added: she] has held since [removed: August 2021.][added: May 2024.]

[removed: Mr. Pruitt] [added: Ms. Kluppel] previously served as General Auditor from [removed: September 2020 to] August 2021 [removed: and Assistant Controller from May 2012] to [removed: September 2020.][added: May 2024.]

As of February 21, 2025.*

Set forth below is the name, title and period of service of each executive officer identified above over the last five years.

Mr. Lashier served as President and Chief Executive Officer of CPChem from August 2017 to April 2021.

Donald A.

Previously, Mr. Baldridge served as Interim Chief Executive Officer of DCP Midstream from January 2023 to May 2024.

Prior to that, he served as DCP Midstream’s President of Operations from January 2019 to December 2022.

Ann M.

Prior to that, Ms. Kluppel served as Managing Director, Corporate Finance from January 2021 to August 2021, and as Manager, Midstream Financial Planning & Analysis from August 2018 to December 2020.

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

As of February 21, 2024.*

Set forth below is information about the executive officers identified above.

Previously, Mr. Mitchell served as Vice President, Investor Relations from September 2014 to January 2016.

Mr. Mandell served as Senior Vice President, Marketing and Commercial from August 2018 to March 2019; Senior Vice President, Commercial from November 2016 to August 2018; and President, Global Marketing from March 2015 to November 2016.

Timothy D.

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

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

J.

Phillips 66’s common stock is traded on the New York Stock Exchange under the symbol “PSX.” At January 31, [removed: 2024,] [added: 2025,] the number of [removed: stockholders] [added: shareholders] of record of our shares was [removed: 28,817.][added: 27,494.]

[removed: ][added: ]

The [removed: above] performance graph [removed: represents] [added: above shows the] cumulative total [removed: stockholder return,] [added: shareholder return (TSR) of Phillips 66 common stock for the five years ended December 31, 2024,] which assumes [removed: reinvestment of dividends, of] a $100 investment in our common [removed: stock, our self-constructed peer group for the year ended] [added: stock on] December 31, [removed: 2023 (the Peer Group)] [added: 2019,] and [removed: the S&P 500 Index, for the five years ended December 31, 2023.][added: reinvestment of dividends.]

The graph also compares our cumulative TSR against (i) our self-constructed Peer Group (defined below) and (ii) the S&P 500 Index, in each case upon the same assumptions for the same period.

Our Peer Group is weighted according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated.

Issuer Purchases of Equity Securities

| October 1-31, 2024 | | | 2,660,930 | | | | | | $ | 133.44 | | 2,660,930 | | | | | | $ | 3,750 | |

| November 1-30, 2024 | | | 945,973 | | | | | | 130.28 | | | 945,973 | | | | | | 3,627 | | |

| December 1-31, 2024 | | | 1,089,842 | | | | | | 120.96 | | | 1,089,842 | | | | | | 3,495 | | |

| Total | | | 4,696,745 | | | | | | $ | 129.90 | | 4,696,745 | | | | | | | | |

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

Issuer Purchases of Equity SecuritiesOn October 25, 2023, our Board of Directors approved a $5 billion increase to our share repurchase authorization.

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.

| 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 | | | | | | | | |

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#if1e02861ec2f44f18c24a2ae80c9aa02_139)] [added: Firm](#icee02bc8a839408f9e11af4394aaa260_142)] (PCAOB ID: 42) | | | [removed: [86](#if1e02861ec2f44f18c24a2ae80c9aa02_139)] [added: [97](#icee02bc8a839408f9e11af4394aaa260_142)] | | |

| [removed: [Report of] [added: [Report](#icee02bc8a839408f9e11af4394aaa260_148) [of] Independent Registered Public Accounting [removed: Firm] [added: Firm](#icee02bc8a839408f9e11af4394aaa260_148)] (DCP Midstream, LP) (PCAOB [removed: ID:](#if1e02861ec2f44f18c24a2ae80c9aa02_145) 34[)](#if1e02861ec2f44f18c24a2ae80c9aa02_145)] [added: ID: 34)] | | | [removed: [90](#if1e02861ec2f44f18c24a2ae80c9aa02_145)] [added: [101](#icee02bc8a839408f9e11af4394aaa260_148)] | | |

| [Consolidated Financial Statements of Phillips [removed: 66:](#if1e02861ec2f44f18c24a2ae80c9aa02_148)] [added: 66:](#icee02bc8a839408f9e11af4394aaa260_154)] | | | | | |

| [Consolidated Statement [removed: of](#if1e02861ec2f44f18c24a2ae80c9aa02_151) [Income](#if1e02861ec2f44f18c24a2ae80c9aa02_151) [for] [added: of Comprehensive Income for] the years ended December 31, [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_151)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_151)[, 202](#if1e02861ec2f44f18c24a2ae80c9aa02_151)[2](#if1e02861ec2f44f18c24a2ae80c9aa02_151)] [added: 202](#icee02bc8a839408f9e11af4394aaa260_160)[4](#icee02bc8a839408f9e11af4394aaa260_160)[, 202](#icee02bc8a839408f9e11af4394aaa260_160)[3](#icee02bc8a839408f9e11af4394aaa260_160)] [and [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_151)1] [added: 202](#icee02bc8a839408f9e11af4394aaa260_160)2] | | | [removed: [94](#if1e02861ec2f44f18c24a2ae80c9aa02_151)] [added: [103](#icee02bc8a839408f9e11af4394aaa260_160)] | | |

| [Consolidated Statement of [removed: Comprehensive Income](#if1e02861ec2f44f18c24a2ae80c9aa02_154) [for] [added: Income for] the years ended December 31, [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_154)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_154)[, 202](#if1e02861ec2f44f18c24a2ae80c9aa02_154)[2](#if1e02861ec2f44f18c24a2ae80c9aa02_154) [and 202](#if1e02861ec2f44f18c24a2ae80c9aa02_154)1] [added: 2024, 2023 and 202](#icee02bc8a839408f9e11af4394aaa260_157)2] | | | [removed: [95](#if1e02861ec2f44f18c24a2ae80c9aa02_154)] [added: [102](#icee02bc8a839408f9e11af4394aaa260_157)] | | |

| [Consolidated Balance Sheet at December 31, [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_157)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_157)] [added: 202](#icee02bc8a839408f9e11af4394aaa260_163)[4](#icee02bc8a839408f9e11af4394aaa260_163)] [and [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_157)2] [added: 202](#icee02bc8a839408f9e11af4394aaa260_163)3] | | | [removed: [96](#if1e02861ec2f44f18c24a2ae80c9aa02_157)] [added: [104](#icee02bc8a839408f9e11af4394aaa260_163)] | | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_160)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_160)[, 202](#if1e02861ec2f44f18c24a2ae80c9aa02_160)[2](#if1e02861ec2f44f18c24a2ae80c9aa02_160)] [added: 202](#icee02bc8a839408f9e11af4394aaa260_166)[4](#icee02bc8a839408f9e11af4394aaa260_166)[, 202](#icee02bc8a839408f9e11af4394aaa260_166)[3](#icee02bc8a839408f9e11af4394aaa260_166)] [and [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_160)1] [added: 202](#icee02bc8a839408f9e11af4394aaa260_166)2] | | | [removed: [97](#if1e02861ec2f44f18c24a2ae80c9aa02_160)] [added: [105](#icee02bc8a839408f9e11af4394aaa260_166)] | | |

| [Consolidated Statement of Changes in Equity for the years ended December 31, [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_163)[3](#if1e02861ec2f44f18c24a2ae80c9aa02_163)[, 202](#if1e02861ec2f44f18c24a2ae80c9aa02_163)[2](#if1e02861ec2f44f18c24a2ae80c9aa02_163)] [added: 202](#icee02bc8a839408f9e11af4394aaa260_169)[4](#icee02bc8a839408f9e11af4394aaa260_169)[, 202](#icee02bc8a839408f9e11af4394aaa260_169)[3](#icee02bc8a839408f9e11af4394aaa260_169)] [and [removed: 202](#if1e02861ec2f44f18c24a2ae80c9aa02_163)1] [added: 202](#icee02bc8a839408f9e11af4394aaa260_169)2] | | | [removed: [98](#if1e02861ec2f44f18c24a2ae80c9aa02_163)] [added: [106](#icee02bc8a839408f9e11af4394aaa260_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if1e02861ec2f44f18c24a2ae80c9aa02_166)] [added: Statements](#icee02bc8a839408f9e11af4394aaa260_172)] | | | [removed: [100](#if1e02861ec2f44f18c24a2ae80c9aa02_166)] [added: [108](#icee02bc8a839408f9e11af4394aaa260_172)] | | |

Management has made available to Ernst & Young LLP all of the company’s financial records and related data, as well as the minutes of [removed: stockholders’] [added: shareholders’] and directors’ meetings.

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

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

Based on this assessment, management concluded the company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] and their report is included herein.

| [removed: President] [added: Chairman] and Chief Executive Officer | | | | | | Executive Vice President and | | |

Date: February 21, [removed: 2024][added: 2025]

To the Board of Directors and [removed: Stockholders] [added: Shareholders] of Phillips 66

We have audited the accompanying consolidated balance sheets of Phillips 66 (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits and, for 2023 and 2022, the report of [removed: other auditors,] [added: Deloitte & Touche LLP,] the [removed: consolidated] financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We did not audit the 2023 and 2022 financial statements of DCP Midstream, LP (DCP LP), a consolidated subsidiary, [removed: which] [added: whose financial statements] reflect total assets constituting [removed: approximately] 14% [removed: and 18% at] [added: of the Company’s total assets as of] December 31, 2023 and [removed: 2022 respectively, and] total revenues constituting [removed: approximately] 4% [removed: in 2023] and 3% [removed: in 2022] [added: of the Company’s revenues and other income] for the years [removed: then ended.][added: ended December 31, 2023 and 2022, respectively.]

Those statements were audited by [removed: other auditors] [added: Deloitte & Touche LLP,] whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for DCP LP for 2023 and 2022, is based solely on the report of [removed: the other auditors.][added: Deloitte & Touche LLP.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February 21, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

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

The communication of the critical audit matter does not alter in any way our opinion on the [removed: consolidated] 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.

| | | | | | | Impairment [removed: Assessment] [added: assessment] of [removed: Certain Equity Method Investments] [added: WRB Refining LP, an equity method investment] | | |

| *Description of the Matter* | | | | | | As discussed in Note 1 to the [removed: consolidated] financial statements, the Company assesses investments in [removed: nonconsolidated entities] [added: unconsolidated affiliates] accounted for [removed: under] [added: using] the equity method for impairment when [added: events or] changes in [removed: the facts and] circumstances indicate a loss in value [removed: has] [added: that is other than temporary may have] occurred. As discussed in Note [removed: 8] [added: 9] to the [removed: 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 [removed: $2.7] [added: $2.3] billion as of December 31, [removed: 2023.] [added: 2024.] WRB’s earnings are subject to variability as they [removed: are dependent on] [added: depend on, among other things,] market conditions, [removed: as well as] the utilization of its [removed: refineries.] [added: refineries, cost levels and other factors relevant to its operations.] 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 [removed: that] the [removed: identification and evaluation of events or changes in circumstances indicating that the carrying value] [added: Company’s process for evaluating whether an other than temporary impairment] of [removed: the] [added: its] investment in WRB [removed: may not be recoverable] [added: has occurred] is a critical audit matter because of the [removed: judgement] [added: judgment] and assumptions management uses to perform its identification and evaluation of such factors. | | |

We have audited Phillips 66’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control—Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Phillips 66 (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, changes in [removed: equity] [added: equity,] and cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related [removed: notes] [added: notes,] and our report dated February 21, [removed: 2024,] [added: 2025] expressed an unqualified opinion thereon, based on our audit and the report of [removed: the other auditors.][added: Deloitte & Touche LLP.]

To the Board of Directors [removed: of DCP Midstream GP, LLC] and [removed: the Unitholders] [added: Shareholders] of [removed: DCP Midstream, LP][added: Phillips 66]

We [removed: have served] [added: began serving] as the Partnership’s auditor [removed: since] [added: in] 2004.

| | | | Millions of Dollars | | | | | | | | | | | | [removed: | | |]

| Years Ended December 31 | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Sales and other operating revenues | | | $ | [removed: 147,399] [added: 143,153] | | | | | [removed: 169,990] [added: 147,399] | | | | | | [removed: 111,476] [added: 169,990] | | |

| Equity in earnings of affiliates | | | [removed: 2,017] [added: 1,779] | | | | | | [removed: 2,968] [added: 2,017] | | | | | | [removed: 2,904] [added: 2,968] | | |

| Net gain on dispositions | | | [removed: 115] [added: 321] | | | | | | [removed: 7] [added: 115] | | | | | | [removed: 18] [added: 7] | | |

| Other income | | | [removed: 359] [added: 243] | | | | | | [removed: 2,737] [added: 359] | | | | | | [removed: 454] [added: 2,737] | | |

| Total Revenues and Other Income | | | [removed: 149,890] [added: 145,496] | | | | | | [removed: 175,702] [added: 149,890] | | | | | | [removed: 114,852] [added: 175,702] | | |

| Purchased crude oil and products | | | [removed: 128,086] [added: 129,962] | | | | | | [removed: 149,932] [added: 128,086] | | | | | | [removed: 102,102] [added: 149,932] | | |

| Operating expenses | | | [removed: 6,154] [added: 5,939] | | | | | | [removed: 6,111] [added: 6,154] | | | | | | [removed: 5,147] [added: 6,111] | | |

| [Report of Management](#icee02bc8a839408f9e11af4394aaa260_139) | | | [96](#icee02bc8a839408f9e11af4394aaa260_139) | | |

| *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 for the assessment of potential other than temporary impairments in WRB, which included identifying and evaluating events or changes in circumstances that could indicate a potential other than temporary impairment. We exercised professional judgment based on our knowledge of the industry and WRB’s business to assess the appropriateness of management’s conclusion that no such events existed or changes in circumstances had occurred as of December 31, 2024. In our evaluation, among other things, we performed inquiries of management and evaluated WRB’s prior and current operating earnings to assess its ability to sustain an earnings capacity that justifies the Company’s recorded investment in WRB and to assess the Company’s ability to recover its investment in WRB. In addition, we evaluated potential contrary evidence to management’s conclusion, considering both internally and externally available information, such as demand for WRB’s products, gross margins, costs, refinery utilization, and other operating information, as well as comparable market multiples. | | |

February 21, 2025

February 21, 2025

In 2024 we became the predecessor auditor.

| Impairments | | | 456 | | | | | | 24 | | | | | | 60 | | |

| Impairments | | | 456 | | | | | | 24 | | | | | | 60 | | |

| Accretion on discounted liabilities | | | 40 | | | | | | 29 | | | | | | 23 | | |

| Acquisitions, net of cash acquired | | | (625) | | | | | | (263) | | | | | | (306) | | |

| Purchases of government obligations | | | (1,100) | | | | | | — | | | | | | — | | |

| Net income | | | — | | | — | | | — | | | 2,117 | | | — | | | 58 | | | 2,175 | | |

| Other comprehensive loss | | | — | | | — | | | — | | | — | | | (125) | | | — | | | (125) | | |

| Repurchase of common stock | | | — | | | — | | | (3,409) | | | — | | | — | | | — | | | (3,409) | | |

| December 31, 2024 | | | $ | 7 | | 19,788 | | | (22,751) | | | 30,771 | | | (407) | | | 1,055 | | | 28,463 | | |

| Repurchase of common stock | | | | | | | | | — | | | 24,217,484 | | |

| December 31, 2024 | | | | | | | | | 656,987,861 | | | 248,594,923 | | |

| 2024 | | | | | | | | | $ | 4.50 | | | | |

Recast Financial Information

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

See Note 29—Segment Disclosures and Related Information and Note 26—Cash Flow Information, for further information.

See Note 4—Restructuring, for additional information regarding the change in asset retirement obligation related to our intention to cease operations at our Los Angeles Refinery.

| Investments and long-term receivables | | | 1,622 | | | | | | 1,901 | | |

*Los Angeles Refinery*

In October 2024, we announced our intention to cease operations at our Los Angeles Refinery in the fourth quarter of 2025, and are evaluating potential future uses of the property.

As a result of this decision, the following impacts were recorded in our Refining segment:

However, the estimated useful lives of the Los Angeles Refinery assets were shortened to reflect the plan to cease the use of the assets in the fourth quarter of 2025.

As of December 31, 2024, the $1,248 million carrying value of the net PP&E and intangible assets will be depreciated through December 2025 to the estimated salvage value of $241 million.

Total depreciation related to the Los Angeles Refinery assets for the year ended December 31, 2024, was $350 million, including $253 million of accelerated depreciation.

- We increased our asset retirement obligations (AROs) to $231 million as of December 31, 2024, mainly reflecting our change in the estimated timing of spending for asbestos abatement and decommissioning of assets at the Los Angeles Refinery.

The asset retirement obligations recorded require significant judgment and are subject to changes in the underlying assumptions.

Depreciation of the related capitalized asset retirement costs also will be recorded through December 2025, and the amount for the year ended December 31, 2024, is reflected in the accelerated depreciation discussed above.

- We recorded $44 million of severance costs, which are included in the “Operating expenses” line item on our consolidated statement of income for the year ended December 31, 2024.

*Acquisition*

On July 1, 2024, we acquired Pinnacle Midland Parent LLC (Pinnacle Midstream) to expand our natural gas gathering and processing operations in the Permian Basin for cash consideration of $565 million.

For this acquisition, we provisionally recorded $325 million of PP&E, including finance lease right of use assets; $256 million of amortizable intangible assets, primarily customer relationships; $21 million of goodwill; $18 million of net working capital deficit; $13 million of AROs; and $6 million of finance lease liabilities.

The fair values of the assets acquired and liabilities assumed are preliminary and subject to change until we finalize the accounting for this acquisition.

*Pending Midstream Acquisition*

On January 6, 2025, we entered into a definitive agreement to acquire all issued and outstanding equity interests in each of EPIC Y-Grade GP, LLC (Y-Grade GP) and EPIC Y-Grade, LP (Y-Grade LP, and, together with Y-Grade GP and their respective subsidiaries, EPIC Y-Grade), which own various long haul natural gas liquids pipelines, fractionation facilities and distribution systems, for cash consideration of $2.2 billion, subject to certain closing adjustments.

The closing date of this transaction is dependent on regulatory approval and completion of other customary closing conditions.

On October 1, 2024, we acquired a marketing business on the U.S. West Coast for total consideration of $65 million.

| | | | | | |

| [Report of Management](#if1e02861ec2f44f18c24a2ae80c9aa02_136) | | | [85](#if1e02861ec2f44f18c24a2ae80c9aa02_136) | | |

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

Report of Independent Registered Public Accounting Firm

Basis for Opinion

Critical Audit Matter

| *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

Opinion on Internal Control over Financial Reporting

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.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 Partnership’s internal control over financial reporting 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 and our report dated February 21, 2024, expressed an unqualified opinion on the Partnership’s internal control over financial reporting.

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.

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 those charged with governance and that (1) 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 a critical audit 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 Indicators and Recoverability Analysis for Asset Grouping in the South Region – Refer to Notes 2, 9 and 12 to the financial statements

*Critical Audit Matter Description*

The Partnership evaluates on a quarterly basis whether the carrying value of long-lived assets should be impaired when circumstances indicate the carrying value of 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 legal or business climate, a current period operating or cash flow loss combined with a history of losses, 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, 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 long lived assets requires management to apply significant 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 of the asset (“recoverability 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.

If management determines the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.

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.

We 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 that management makes when determining whether events or changes in circumstances have occurred 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.

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.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the identification of impairment indicators for long-lived assets included the following, among others:

- We tested the effectiveness of internal controls over financial reporting related to management’s identification of possible impairment indicators for long-lived assets that may indicate the carrying amount of long-lived assets may not be recoverable.

- We tested the effectiveness of controls over estimates of future volumes of raw natural gas, or other applicable throughput.

- We evaluated management’s analysis of impairment indicators by:

As of December 31, [removed: 2023,] [added: 2024,] with the participation of management, our [removed: President] [added: Chairman] 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 [removed: President] [added: Chairman] 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: 2023.][added: 2024.]

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: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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).

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

We intend to disclose future amendments to the Code of Ethics, and any waivers of the Code of Ethics, on our [removed: website.][added: website within four business days following the date of the amendment or waiver.]

The remaining information required by Item 10 of Part III is incorporated herein by reference from our Definitive Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of [removed: Stockholders to be held on May 15, 2024,] [added: Shareholders,] which will be filed within 120 days after December 31, [removed: 2023 (2024] [added: 2024 (the 2025] Definitive Proxy Statement).*

The information required by Item 11 of Part III is incorporated herein by reference from our [removed: 2024] [added: 2025] Definitive Proxy Statement.*

The information required by Item 12 of Part III is incorporated herein by reference from our [removed: 2024] [added: 2025] Definitive Proxy Statement.*

The information required by Item 13 of Part III is incorporated herein by reference from our [removed: 2024] [added: 2025] Definitive Proxy Statement.*

The information required by Item 14 of Part III is incorporated herein by reference from our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Definitive Proxy Statement are not deemed to be a part of this Annual Report [removed: on Form 10-K] or deemed to be filed with the [added: U.S. Securities and Exchange] Commission as a part of this report.*

[Index to 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: 83,] [added: 95,] are filed as part of this Annual [removed: Report on Form 10-K.] [added: Report.] | | |

| | | | 3. | | | Exhibits The exhibits listed in the Index to Exhibits, which appears on pages [removed: 164] [added: 179] to [removed: 170,] [added: 185,] are filed as part of this Annual [removed: Report on Form 10-K.] [added: Report.] | | |

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

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

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex42.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex43.htm)] | | | | | | [Form of the terms of the [removed: 2024] [added: 2025] Notes, including the form of the [removed: 2024 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex42.htm).] [added: 2025 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex43.htm).] | | | 8-K | | | [removed: 4.2] [added: 4.3] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex43.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm)] | | | | | | [Form of the terms of the [removed: 2025] [added: 2026] Notes, including the form of the [removed: 2025 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex43.htm).] [added: 2026 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm).] | | | 8-K | | | [removed: 4.3] [added: 4.4] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex45.htm)] | | | | | | [Form of the terms of the [removed: 2026] [added: 2028] Notes, including the form of the [removed: 2026 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm).] [added: 2028 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex45.htm).] | | | 8-K | | | [removed: 4.4] [added: 4.5] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex45.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex46.htm)] | | | | | | [Form of the terms of the [removed: 2028] [added: 2029] Notes, including the form of the [removed: 2028 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex45.htm).] [added: 2029 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex46.htm).] | | | 8-K | | | [removed: 4.5] [added: 4.6] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex46.htm)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex47.htm)] | | | | | | [Form of the terms of the [removed: 2029] [added: 2045] Notes, including the form of the [removed: 2029 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex46.htm).] [added: 2045 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex47.htm).] | | | 8-K | | | [removed: 4.6] [added: 4.7] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.19](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex47.htm)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex48.htm)] | | | | | | [Form of the terms of the [removed: 2045] [added: 2046] Notes, including the form of the [removed: 2045 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex47.htm).] [added: 2046 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex48.htm).] | | | 8-K | | | [removed: 4.7] [added: 4.8] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.20](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex48.htm)] [added: [4.20](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm)] | | | | | | [Form of the terms of the [removed: 2046] [added: 2027] Notes, including the form of the [removed: 2046 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex48.htm).] [added: 2027 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm)] | | | 8-K | | | [removed: 4.8] [added: 4.2] | | | [removed: 05/05/2022] [added: 03/29/2023] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.21](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm)] | | | | | | [Form of the terms of the [removed: 2027] [added: 2033] Notes, including the form of the [removed: 2027 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm)] [added: 2033 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm)] | | | 8-K | | | [removed: 4.2] [added: 4.3] | | | 03/29/2023 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.22](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex42.htm)] | | | | | | [Form of the terms of the [removed: 2033] [added: 2031] Notes, including the form of the [removed: 2033 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm)] [added: 2031 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex42.htm)] | | | 8-K | | | [removed: 4.3] [added: 4.2] | | | [removed: 03/29/2023] [added: 02/28/2024] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.23](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex49.htm)] [added: [4.26](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: [4.24](https://www.sec.gov/Archives/edgar/data/1338065/000119312510221001/dex41.htm)] [added: [4.27](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: [4.25](https://www.sec.gov/Archives/edgar/data/1338065/000119312512270732/d354439dex41.htm)] [added: [4.28](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: [4.26](https://www.sec.gov/Archives/edgar/data/1338065/000119312513107440/d502494dex43.htm)] [added: [4.29](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: [4.27](https://www.sec.gov/Archives/edgar/data/1338065/000133806514000017/ex43supplementalindenturem.htm)] [added: [4.30](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: [4.28](https://www.sec.gov/Archives/edgar/data/1338065/000119312518219672/d535261dex43.htm)] [added: [4.31](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: [4.29](https://www.sec.gov/Archives/edgar/data/1338065/000119312519144261/d709926dex43.htm)] [added: [4.32](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: [4.30](https://www.sec.gov/Archives/edgar/data/1338065/000119312520177628/d948319dex43.htm)] [added: [4.33](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: [4.31](https://www.sec.gov/Archives/edgar/data/1338065/000119312521335171/d229132dex43.htm)] [added: [4.34](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: [4.32](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex41.htm)] [added: [4.35](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: [4.33](https://www.sec.gov/Archives/edgar/data/1119811/000095012900004247/ex4-1.txt)] [added: [4.36](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: [4.34](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex43.htm)] [added: [4.37](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: [4.35](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex44.htm)] [added: [4.38](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: [4.36](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex48.htm)] [added: [4.39](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: [4.37](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex49.htm)] [added: [4.40](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: [4.38](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex410.htm)] [added: [4.41](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: [4.39](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex411.htm)] [added: [4.42](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: [4.40](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex412.htm)] [added: [4.43](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: [10.1](https://www.sec.gov/Archives/edgar/data/1534701/000119312522181496/d285698dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex101.htm)] | | | | | | [Credit Agreement dated as of [removed: June 23, 2022,] [added: February 28, 2024,] among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1534701/000119312522181496/d285698dex101.htm).] [added: agent](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex101.htm).] | | | 8-K | | | 10.1 | | | [removed: 06/24/2022] [added: 02/28/2024] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm)] [added: [10.5](https://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, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm).] [added: 2012](https://www.sec.gov/Archives/edgar/data/1534701/000119312512334961/d361347dex1014.htm).] | | | 10-Q | | | 10.14 | | | 08/03/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm)] [added: [10.6](https://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, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm).] [added: 2017](https://www.sec.gov/Archives/edgar/data/1534701/000153470118000065/psx-20171231_ex106.htm).] | | | 10-K | | | 10.6 | | | 02/23/2018 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm)] [added: [10.7](https://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, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm).] [added: 2018](https://www.sec.gov/Archives/edgar/data/1534701/000153470118000094/psx-2018630_101.htm).] | | | 10-Q | | | 10.1 | | | 07/27/2018 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000106/psx-2021331_ex101.htm)] [added: [10.8](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: [10.7](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm)] | | | | | | [Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm).] [added: 2012](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex101.htm).] | | | 8-K | | | 10.1 | | | 05/01/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm)] | | | | | | [Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm).] [added: 2012](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex102.htm).] | | | 8-K | | | 10.2 | | | 05/01/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm)] | | | | | | [Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm).] [added: 2012](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex104.htm).] | | | 8-K | | | 10.4 | | | 05/01/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm)] [added: [10.12](https://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, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm).] [added: 2012](https://www.sec.gov/Archives/edgar/data/1534701/000153470113000009/a101emaamendment.htm).] | | | 10-Q | | | 10.1 | | | 05/02/2013 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.11](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm)] | | | | | | [Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm).] [added: 2012](https://www.sec.gov/Archives/edgar/data/1534701/000119312512200916/d341711dex105.htm).] | | | 8-K | | | 10.5 | | | 05/01/2012 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/1534701/000119312513127542/d473113ddef14a.htm#toc473113_25)] [added: [10.14](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 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [2.4](https://www.sec.gov/Archives/edgar/data/1534701/000119312525002491/d924980dex21.htm) | | | | | | [Equity Purchase Agreement, dated as of January 6, 2025, by and among P66, SCM EPIC, Dos Rios and Y-Grade Holdings.](https://www.sec.gov/Archives/edgar/data/1534701/000119312525002491/d924980dex21.htm) | | | 8-K | | | 2.1 | | | 01/06/2024 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [4.23](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex44.htm) | | | | | | [Form of the terms of the 2054 Notes, including the form of the 2054 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex44.htm) | | | 8-K | | | 4.4 | | | 02/28/2024 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [4.24](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a43-psxxseptember2024notes.htm) | | | | | | [Form of the terms of the 2035 Notes, including the form of the 2035 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a43-psxxseptember2024notes.htm) | | | 8-K | | | 4.3 | | | 09/11/2024 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [4.25](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a44-psxxseptember2024notes.htm) | | | | | | [Form of the terms of the 2055 Notes, including the form of the 2055 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a44-psxxseptember2024notes.htm) | | | 8-K | | | 4.4 | | | 09/11/2024 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.3](https://www.sec.gov/Archives/edgar/data/1534701/000119312524230145/d816059dex101.htm) | | | | | | [Receivables Purchase and Financing Agreement, dated as of September 30, 2024, among Phillips 66 Receivables LLC, the persons from time to time party thereto as purchaser/lenders, PNC Bank, National Association, as Administrative Agent, Phillips 66 Company, as servicer, and PNC Capital Markets LLC, as structuring agent.](https://www.sec.gov/Archives/edgar/data/1534701/000119312524230145/d816059dex101.htm) | | | 8-K | | | 10.1 | | | 10/01/2024 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1534701/000119312524230145/d816059dex102.htm) | | | | | | [Sale and Contribution Agreement, dated as of September 30, 2024, between Phillips 66 Company, as an originator, and Phillips 66 Receivables LLC, as buyer.](https://www.sec.gov/Archives/edgar/data/1534701/000119312524230145/d816059dex102.htm) | | | 8-K | | | 10.2 | | | 10/01/2024 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [19](https://www.sec.gov/Archives/edgar/data/1534701/000153470125000074/psx-20241231_ex19.htm)* | | | | | | [Phillips 66 Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1534701/000153470125000074/psx-20241231_ex19.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| /s/ Robert W. Pease | | | | | | Director | | |

| *Robert W. Pease* | | | | | | | | |

| /s/ Grace Puma | | | | | | Director | | |

| *Grace Puma* | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

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

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

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

| *Greg C. Garland* | | | | | | | | |