Cover and table of contents

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Cover and table of contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 30, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission file number:001-35349

Phillips 66

(Exact name of registrant as specified in its charter)

Delaware45-3779385
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

2331 CityWest Blvd., Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

832-765-3010

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValuePSXNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐
Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 412,989,227 shares of common stock, $0.01 par value, outstanding as of September 30, 2024.

Table of Contents

PHILLIPS 66

TABLE OF CONTENTS

Page
Part I – Financial Information
Item 1. Financial Statements
Consolidated Statement of Income1
Consolidated Statement of Comprehensive Income2
Consolidated Balance Sheet3
Consolidated Statement of Cash Flows4
Consolidated Statement of Changes in Equity5
Notes to Consolidated Financial Statements7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations35
Item 3. Quantitative and Qualitative Disclosures About Market Risk69
Item 4. Controls and Procedures69
Part II – Other Information
Item 1. Legal Proceedings70
Item 1A. Risk Factors72
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds72
Item 5. Other Information72
Item 6. Exhibits73
Signatures74

Table of Contents

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS