Item 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in U.S. Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. As of September 30, 2024, with the participation of management, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of September 30, 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 September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, we may be involved in litigation and claims arising out of our operations in the normal course of business. Additionally, we have elected a $300,000 threshold to disclose certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party to the proceedings. During the third quarter of 2024, four new matters arose, which are described below, and there was a material development with respect to a matter previously reported but still unresolved, which is described below. 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.

Further, our U.S. refineries are implementing two separate consent decrees, regarding alleged violations of the Federal Clean Air Act, with the EPA, five states and one local air pollution agency. Some of the requirements and limitations contained in the decrees provide for stipulated penalties for violations. Stipulated penalties under the decrees are not automatic, but must be requested by one of the agency signatories. As part of periodic reports under the decrees or other reports required by permits or regulations, we occasionally report matters that could be subject to a request for stipulated penalties. If a specific request for stipulated penalties meeting the reporting threshold set forth in U.S. Securities and Exchange Commission (SEC) rules is made pursuant to these decrees based on a given reported exceedance, we will separately report that matter and the amount of the proposed penalty.

Material Development to Matter Previously Reported

In the first quarter of 2023, we received a penalty demand under the corporate-wide Clean Air Act consent decree for alleged stipulated penalties arising from self-reported Clean Air Act violations at our Alliance, Borger, Sweeny, and Wood River Refineries. In December 2023, the Company paid $2,470,000 in alleged stipulated penalties related to self-reported violations at the Alliance Refinery. In June 2024, the court released the Company from its obligations and liabilities under the Consent Decree from February 28, 2023, forward as a result of the sale of the facility to Harvest Louisiana Terminals, LLC. In the third quarter of 2024, the Company paid $799,500 in satisfaction of a stipulated penalty demand for the Sweeny Refinery.

New Matters

As described further in the “Legal Proceedings” section of Note 14—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 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 Court is expected to rule on motions anticipated to be filed by Propel Fuels seeking exemplary damages and attorneys’ fees. Phillips 66 Company expects that Propel Fuels will ask the Court to grant treble damages. Also in 2025, the 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. APCD has proposed a penalty of $446,250. The Parties are in ongoing settlement discussions of their respective understanding of the facts and the associated proposed penalty. Resolution is anticipated in the fourth quarter of 2024.

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On May 12, 2023, the US Environmental Protection Agency (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 alleges non-compliances at the Artesia and Eunice Natural Gas Processing Plants in New Mexico. In the third quarter of 2024, EPA proposed a settlement of the matter that would include injunctive relief with regards to implementation of Subpart OOOOa and an administrative penalty in excess of $300,000. The Parties remain in ongoing discussion of their respective understanding of the facts and the associated level of penalty. Resolution is anticipated by the first quarter of 2025.

In December of 2021, the EPA notified the Company of alleged violations of Section 112(r)(1) and 112(r)(7) of the Clean Air Act (CAA), 42 U.S.C. § 7412(r)(1) and 7412(r)(7), and the Risk Management Plan (RMP) provisions of the CAA implementing regulations at 40 C.F.R. Part 68 at the Company’s Billings, Ferndale, Los Angeles, and Wood River Refineries. Phillips 66 has provided, and continues to provide, information to the U.S. EPA and the US. Department of Justice (DOJ) about the Company’s RMP program. In 2023, EPA alleged CAA violations at the Company’s Borger Refinery related to an incident at the facility in 2022. In 2024, EPA alleged additional CAA violations at the Company’s Borger Refinery related to incidents at facility in 2024. The Company is engaged in confidential discussions with the U.S. EPA and U.S. DOJ. In September 2024, EPA made a penalty demand in excess of $300,000 to resolve these allegations. The company is continuing its discussions with the agency to potentially resolve the allegations that would include a penalty amount to be determined and certain other injunctive relief. The Company believes it has legal and factual defenses and will vigorously defend any allegation of noncompliance and the factors that could apply in the assessment of any fines and penalties. Resolution of the matter is expected in 2025.

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

See the “Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)” section of Note 8—Investments, Loans and Long-Term Receivables and Note 14—Contingencies and Commitments, in the Notes to Consolidated Financial Statements for additional information regarding Legal Proceedings and other regulatory actions.

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