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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-21 · 41 added, 30 removed, 254 unchanged (22% of the section changed)

1 unchanged sentence

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 SEC 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 December 31, 2023, with the participation of management, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act).

Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, 2023.

As of December 31, 2024, with the participation of management, our 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 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, 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, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7 unchanged sentences

Not applicable.

Index to Financial Statements

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

2 unchanged sentences

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

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

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

We intend to disclose future amendments to the Code of Ethics, and any waivers of the Code of Ethics, on our 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 2025 Annual Meeting of Shareholders, which will be filed within 120 days after December 31, 2024 (the 2025 Definitive Proxy Statement).*

EXECUTIVE COMPENSATION

7 unchanged sentences

_________________________

* Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our 2024 Definitive Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.

Index to Financial Statements

* Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our 2025 Definitive Proxy Statement are not deemed to be a part of this Annual Report or deemed to be filed with the U.S.

Securities and Exchange Commission as a part of this report.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

Financial Statements and Supplementary Data

The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page 83, are filed as part of this Annual Report on Form 10-K.

The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page 95, are filed as part of this Annual Report.

Financial Statement Schedules

All financial statement schedules are omitted because they are not required, not significant, not applicable, or the information is shown in the financial statements or notes thereto.

The exhibits listed in the Index to Exhibits, which appears on pages 164 to 170, are filed as part of this Annual Report on Form 10-K.

The exhibits listed in the Index to Exhibits, which appears on pages 179 to 185, are filed as part of this Annual Report.

FORM 10-K SUMMARY

Index to Financial Statements

INDEX TO EXHIBITS

8 unchanged sentences

8-K 2.1 01/06/2023 001-35349

Equity Purchase Agreement, dated as of January 6, 2025, by and among P66, SCM EPIC, Dos Rios and Y-Grade Holdings.

8-K 2.1 01/06/2024 001-35349

Amended and Restated Certificate of Incorporation of Phillips 66 .

25 unchanged sentences

8-K 4.4 11/18/2020 001-35349

Form of the terms of 3.300% Senior Notes due 2052 .

8-K 4.2 11/15/2021 001-35349

Index to Financial Statements

Incorporated by Reference

1 unchanged sentence

Number Filing

Form of the terms of 3.300% Senior Notes due 2052 .

8-K 4.2 11/15/2021 001-35349

Indenture, dated as of May 5, 2022, among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and U.S.

19 unchanged sentences

8-K 4.2 02/28/2024 001-35349

Form of the terms of the 2054 Notes, including the form of the 2054 Note.

8-K 4.4 02/28/2024 001-35349

Form of the terms of the 2035 Notes, including the form of the 2035 Note.

8-K 4.3 09/11/2024 001-35349

Form of the terms of the 2055 Notes, including the form of the 2055 Note.

8-K 4.4 09/11/2024 001-35349

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.

5 unchanged sentences

8-K 4.1 06/14/2012 001-32678

Index to Financial Statements

Incorporated by Reference

21 unchanged sentences

8-K 4.4 01/06/2017 001-32678

Index to Financial Statements

Incorporated by Reference

13 unchanged sentences

8-K 4.12 01/06/2017 001-32678

Credit Agreement dated as of June 23, 2022, among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent .

Credit Agreement dated as of February 28, 2024, among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent .

8-K 10.1 02/28/2024 001-35349

1 unchanged sentence

8-K 10.1 03/29/2023 001-35349

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.

8-K 10.1 10/01/2024 001-35349

Sale and Contribution Agreement, dated as of September 30, 2024, between Phillips 66 Company, as an originator, and Phillips 66 Receivables LLC, as buyer.

8-K 10.2 10/01/2024 001-35349

Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of May 1, 2012 .

2 unchanged sentences

10-K 10.6 02/23/2018 001-35349

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

Second Amendment to Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, effective as of June 1, 2018 .

2 unchanged sentences

10-Q 10.1 04/30/2021 001-35349

Index to Financial Statements

Incorporated by Reference

Number Exhibit Description Form Exhibit

Number Filing

Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 .

32 unchanged sentences

10-Q 10.1 04/30/2019 001-35349

Index to Financial Statements

Incorporated by Reference

25 unchanged sentences

Phillips 66 Key Employee Supplemental Retirement Plan Amendment and Restatement.

10-K 10.35 02/21/2024 001-32678

Phillips 66 Defined Contribution Make-Up Plan (Title II) Amendment and Restatement.

10-K 10.36 02/21/2024 001-32678

Second Amendment to the Phillips 66 Key Employee Deferred Compensation Plan Title II.

The DCP Executive Nonqualified Excess Plan Plan Document.

Index to Financial Statements

10-K 10.37 02/21/2024 001-32678

The DCP Executive Nonqualified Excess Plan

Plan Document.

10-K 10.38 02/21/2024 001-32678

Phillips 66 Insider Trading Policy.

Incorporated by Reference

10 unchanged sentences

Phillips 66 Clawback Policy.

10-K 97 02/21/2024 001-32678

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

8 unchanged sentences

*** Furnished herewith.

Index to Financial Statements

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 21, 2025 /s/ Mark E.

President and Chief Executive Officer

Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, as of February 21, 2025, by the following persons on behalf of the registrant and in the capacities indicated.

Signature Title

Lashier President and Chief Executive Officer and Director

Lashier Chairman and Chief Executive Officer

Lashier (Principal executive officer)

1 unchanged sentence

(Principal financial officer)

Scott Pruitt Vice President and Controller

Scott Pruitt (Principal accounting officer)

Index to Financial Statements

Garland Executive Chairman of the Board of Directors

Kluppel Vice President and Controller

Kluppel (Principal accounting officer)

Adams Director

6 unchanged sentences

Lowe Director

/s/ Robert W.

Pease Director

/s/ Grace Puma Director

/s/ Denise L.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures