Mga Batayang Estadistika
LEI | 5493005JBO5YSIGK1814 |
CIK | 1534701 |
SEC Filings
SEC Filings (Chronological Order)
August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 30, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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July 28, 2025 |
EX-25.3 Exhibit 25.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 |
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July 28, 2025 |
Calculation of Filing Fee Table. EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Phillips 66 Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt Senior Debt Securities and Subordinated Debt Securities of Phillips 66 457(r) (1) (1) (1) (2) (2) Debt Senior Debt Securities and Subordinated Debt Securities of Phillips 66 Company 457(r) (1) (1) (1) (2) (2) Equity Common Stock, par value $0. |
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July 28, 2025 |
EX-4.4 Exhibit 4.4 PHILLIPS 66 COMPANY as Issuer and PHILLIPS 66 as Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Indenture Dated as of Subordinated Debt Securities PHILLIPS 66 COMPANY RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF Section of Trust Indenture Act of 1939 Section(s) of Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3 |
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July 28, 2025 |
As filed with the Securities and Exchange Commission on July 28, 2025 S-3ASR As filed with the Securities and Exchange Commission on July 28, 2025 Registration No. |
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July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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July 28, 2025 |
EX-25.2 Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 |
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July 28, 2025 |
EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 |
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July 28, 2025 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of June 30, 2025, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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July 28, 2025 |
EX-25.4 Exhibit 25.4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 |
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July 25, 2025 |
Exhibit 99.1 •Reported second-quarter earnings of $877 million or $2.15 per share; adjusted earnings of $973 million or $2.38 per share; including $239 million of pre-tax accelerated depreciation on Los Angeles Refinery •Operated at 98% capacity utilization in Refining with 86% clean product yield •Completed Midstream acquisition of EPIC NGL, now renamed Coastal Bend •Announced sale of 65% interes |
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July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 25, 2025 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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July 25, 2025 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2025 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 30,430 33,323 63,753 35,811 38,129 35,528 33,685 143,153 Equity in earnings of affiliates 153 153 306 528 487 549 215 1,779 Ne |
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June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35349 Phill |
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May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 21, 2025 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 21, 2025 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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May 21, 2025 |
Exhibit 99.1 Phillips 66 Updates Preliminary Results on Election of Directors Phillips 66 Shareholders Elect Robert W. Pease and Nigel Hearne Phillips 66 Directors as well as Sigmund L. Cornelius and Michael A. Heim Elliott Director Nominees HOUSTON—(BUSINESS WIRE)—Phillips 66 (NYSE:PSX) today updated the preliminary results for the election of directors at its annual meeting of shareholders held |
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May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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May 16, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 15, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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May 15, 2025 |
Exhibit 99.1 NEWS RELEASE Phillips 66 announces agreement to divest majority interest in Germany and Austria retail marketing business HOUSTON, May 15, 2025 – Phillips 66 (NYSE:PSX) announced today that its subsidiary, Phillips 66 Continental Holding GmbH, has entered into a definitive agreement to divest a 65 percent interest in its Germany and Austria retail marketing business, including JET-bra |
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May 14, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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May 12, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 8, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 25, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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April 25, 2025 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of March 31, 2025, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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April 25, 2025 |
Exhibit 10.2 PHILLIPS 66 Terms & Conditions For [*] Restricted Stock Program Grant Date: [*] Grant Price US/UK: [*] Grant Price Global: [*] Vesting Schedule: Third Anniversary of Grant Date (grades 18+) / 1/3rd on the First, Second and Third Anniversary of Grant Date (grades 13-17) This document applies to Awards made under the Restricted Stock Program (“Program”) provided under the 2022 Omnibus S |
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April 25, 2025 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2025 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 30,430 30,430 35,811 38,129 35,528 33,685 143,153 Equity in earnings of affiliates 153 153 528 487 549 215 1,779 Net gain on d |
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April 25, 2025 |
Exhibit 10.3 PHILLIPS 66 Terms & Conditions For Performance Share Program - Performance Period [*] This document applies to Awards made under the Performance Share Program (“Program”) for the Performance Period [*] provided under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. Phillips 66 reserves the right to discontinue or change this P |
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April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 25, 2025 |
Exhibit 99.1 •Reported first-quarter earnings of $487 million or $1.18 per share; adjusted loss of $368 million or $0.90 per share; including $246 million of pre-tax accelerated depreciation on Los Angeles Refinery •Returned $716 million to shareholders through dividends and share repurchases •Received $2.0 billion in cash proceeds from the previously announced sales of non-operated equity interes |
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April 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 25, 2025 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) |
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April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 16, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 14, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 4, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 3, 2025 |
CORRESP MARTIN LIPTON HERBERT M. WACHTELL EDWARD D. HERLIHY DANIEL A. NEFF STEVEN A. ROSENBLUM SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN A. COHEN DEBORAH L. PAUL DAVID C. KARP RICHARD K. KIM JOSHUA R. CAMMAKER MARK GORDON JEANNEMARIE O’BRIEN STEPHEN R. DiPRIMA NICHOLAS G. DEMMO IGO |
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April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) |
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April 1, 2025 |
Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT TO RECEIVABLES PURCHASE AND FINANCING AGREEMENT This Second Amendment to Receivables Purchase and Financing Agreement (this “Amendment”), dated as of April 1, 2025, is among PHILLIPS 66 RECEIVABLES LLC, a Delaware limited liability company, as SPE (together with its successors and assigns, the “SPE”); PHILLIPS 66 COMPANY, a Delaware corporation, as S |
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April 1, 2025 |
Phillips 66 completes acquisition of EPIC NGL Exhibit 99.1 NEWS RELEASE Phillips 66 completes acquisition of EPIC NGL HOUSTON, April 1, 2025 – Phillips 66 (NYSE:PSX) announced today the completion of its previously announced acquisition of EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP, which own various subsidiaries and long-haul natural gas liquids pipelines, fractionation facilities and distribution systems (“EPIC NGL”) for total cash considera |
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March 31, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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March 28, 2025 |
DEFA14A 1 d743337ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid |
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March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 27, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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March 26, 2025 |
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION-MARCH 26, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid |
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March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 17, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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March 11, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide |
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February 21, 2025 |
Phillips 66 Insider Trading Policy. Policy Center Insider Trading Policy Owner: Deputy General Counsel, Corporate and Assistant Corporate Secretary Date Revised: January 7, 2025 Approver: General Counsel I. |
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February 21, 2025 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of December 31, 2024, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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February 21, 2025 |
List of Subsidiaries of Phillips 66 Exhibit 21 SUBSIDIARY LISTING OF PHILLIPS 66 At December 31, 2024 Company Name Incorporation Location Asamera Oil (US) Inc. |
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February 21, 2025 |
2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35349 Phillips |
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February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 13, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe |
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February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 13, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe |
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February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 12, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe |
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January 31, 2025 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 35,528 33,685 143,153 34,396 35,090 39,643 38,270 147,399 Equity in earnings of affiliates 528 487 549 215 1,779 |
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January 31, 2025 |
Exhibit 99.1 Fourth Quarter •Reported fourth-quarter earnings of $8 million or $0.01 per share; adjusted loss of $61 million or $0.15 per share •Earnings impacted by $230 million pre-tax of accelerated depreciation related to Los Angeles Refinery •Returned $1.1 billion to shareholders through dividends and share repurchases •Record NGL fractionation and LPG export volumes in Midstream •Record clea |
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January 31, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 31, 2025 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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January 7, 2025 |
EX-2.1 Exhibit 2.1 EQUITY PURCHASE AGREEMENT DATED JANUARY 6, 2025 by and among EPIC Y-GRADE HOLDINGS, LP, DOS RIOS Y-GRADE HOLDINGS LLC, SCM EPIC, LLC, and PHILLIPS 66 COMPANY TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Defined Terms 1 ARTICLE II PURCHASE AND SALE OF INTERESTS; CLOSING 23 2.1 Purchase and Sale of Interests 23 2.2 Time and Place of Closing 23 2.3 Purchase Pr |
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January 7, 2025 |
Phillips 66 to grow Permian midstream business with EPIC NGL acquisition Exhibit 99.1 Phillips 66 to grow Permian midstream business with EPIC NGL acquisition HOUSTON, Jan. 6, 2025 - Phillips 66 (NYSE:PSX) announced today that it has entered into a definitive agreement to buy EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP, which own various subsidiaries and long haul natural gas liquids pipelines, fractionation facilities and distribution systems (“EPIC NGL”) for total cash |
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January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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October 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 29, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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October 29, 2024 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 35,528 109,468 34,396 35,090 39,643 38,270 147,399 Equity in earnings of affiliates 528 487 549 1,564 611 563 56 |
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October 29, 2024 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of September 30, 2024, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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October 29, 2024 |
Exhibit 99.1 •Reported third-quarter earnings of $346 million or $0.82 per share; adjusted earnings of $859 million or $2.04 per share •Returned $1.3 billion to shareholders through dividends and share repurchases •Achieved business transformation $1.4 billion run-rate savings target, including $1 per barrel Refining cost reduction •Progressed asset dispositions totaling $2.7 billion toward $3 bil |
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October 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 16, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe |
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October 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 16, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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October 16, 2024 |
Phillips 66 provides notice of its plan to cease operations at Los Angeles-area refinery Phillips 66 provides notice of its plan to cease operations at Los Angeles-area refinery •Facility expects to cease operations in the fourth quarter of 2025 •Company will work with the state of California to supply fuel markets and meet ongoing consumer demand HOUSTON, Oct. |
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October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 14, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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October 15, 2024 |
Phillips 66 announces agreement to sell interest in Switzerland-based joint venture HOUSTON Oct. |
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October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 10, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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October 1, 2024 |
Exhibit 10.2 EXECUTION VERSION SALE AND CONTRIBUTION AGREEMENT Dated as of September 30, 2024 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, PHILLIPS 66 COMPANY, as an Originator, and PHILLIPS 66 RECEIVABLES LLC, as Buyer CONTENTS Clause Subject Matter Page ARTICLE I SALES AND CONTRIBUTIONS 2 SECTION 1.1 Agreement to Sell and Contribute 2 SECTION 1.2 Timing of Sales an |
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October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 30, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Num |
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October 1, 2024 |
Exhibit 10.1 EXECUTION VERSION RECEIVABLES PURCHASE AND FINANCING AGREEMENT Dated as of September 30, 2024 by and among PHILLIPS 66 RECEIVABLES LLC, as SPE, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchaser/Lenders, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PHILLIPS 66 COMPANY, as Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent TABLE OF CONTENTS Page ARTICLE I DEF |
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September 11, 2024 |
Exhibit 1.1 Phillips 66 Company Debt Securities fully and unconditionally guaranteed by Phillips 66 UNDERWRITING AGREEMENT 1. Introductory. Phillips 66 Company, a Delaware corporation (the “Company”), and Phillips 66, a Delaware corporation (the “Guarantor”), propose that the Company will issue and sell from time to time certain of its unsecured debt securities that will be fully and unconditional |
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September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: September 9, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numb |
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September 11, 2024 |
Form of the terms of the 2035 Notes, including the form of the 2035 Note. Exhibit 4.3 PHILLIPS 66 COMPANY 4.950% Senior Notes due 2035 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as t |
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September 11, 2024 |
Form of the terms of the 2055 Notes, including the form of the 2055 Note. Exhibit 4.4 PHILLIPS 66 COMPANY 5.500% Senior Notes due 2055 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as t |
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September 10, 2024 |
EXHIBIT 107 Calculation of Filing Fee Table 424 (b)(2) (Form Type) Issuer: Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Guarantor: Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5. |
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September 10, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-266428 and 333-266428-01 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2022) $1,800,000,000 Phillips 66 Company $600,000,000 5.250% Senior Notes due 2031 $600,000,000 4.950% Senior Notes due 2035 $600,000,000 5.500% Senior Notes due 2055 fully and unconditionally guaranteed by Phillips 66 Phillips 66 Company is offering |
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September 9, 2024 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2024 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-266428 and 333-266428-01 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or |
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September 9, 2024 |
Filed Pursuant to Rule 433 Registration Statement Nos. 333-266428 and 333-266428-01 September 9, 2024 PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: Additional 5.250% Senior Notes due 2031 (the “Additional 2031 Notes”) 4.950% Senior Notes due 2035 (the “2035 Notes”) 5.500% Senior Notes due 2055 (the “2055 Notes |
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July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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July 31, 2024 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of June 30, 2024, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 30, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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July 30, 2024 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 73,940 34,396 35,090 39,643 38,270 147,399 Equity in earnings of affiliates 528 487 1,015 611 563 562 281 2,017 |
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July 30, 2024 |
Exhibit 99.1 •Second-quarter earnings of $1.0 billion or $2.38 per share; adjusted earnings of $984 million or $2.31 per share •$1.3 billion returned to shareholders through dividends and share repurchases •Record Midstream NGL pipeline and fractionation volumes; synergy capture driving lower costs •Strong Refining operations with 98% crude utilization, 86% clean product yield and lower costs HOUS |
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June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35349 Phill |
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May 17, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 15, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 26, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) |
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April 29, 2024 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of March 31, 2024, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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April 26, 2024 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 35,811 34,396 35,090 39,643 38,270 147,399 Equity in earnings of affiliates 528 528 611 563 562 281 2,017 Net gain (los |
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April 26, 2024 |
Phillips 66 Reports 1Q 2024 Financial Results, Highlights Strategic Priorities Progress Exhibit 99.1 Phillips 66 Reports 1Q 2024 Financial Results, Highlights Strategic Priorities Progress First-Quarter Results •First-quarter earnings of $748 million or $1.73 per share; adjusted earnings of $822 million or $1.90 per share •$1.6 billion returned to shareholders through dividends and share repurchases •Refining operated at 92% crude utilization •Recently announced 10% increase to the q |
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April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 26, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) |
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April 22, 2024 |
Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Phillips 66 Co. (PSX) Name of persons relying on exemption: As You Sow® Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted pu |
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April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 1, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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April 3, 2024 |
Notice of 2024 Annual Meeting of Shareholders Date and time: Wednesday, May 15, 2024 9:00 a. |
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April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 8, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) |
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February 28, 2024 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of February 28, 2024 among PHILLIPS 66 COMPANY as the BORROWER, PHILLIPS 66 as the INITIAL GUARANTOR, The Lenders Party Hereto, and MIZUHO BANK, LTD., as Administrative Agent JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD. and TD SECURITIES (USA) LLC, as Co-Syndication Agents BANK OF AMERICA, N.A., BARCLAYS BANK PLC, GOLDMAN SA |
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February 28, 2024 |
Form of the terms of the 2054 Notes, including the form of the 2054 Note. Exhibit 4.4 PHILLIPS 66 COMPANY 5.650% Senior Notes due 2054 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as t |
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February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 26, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numb |
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February 28, 2024 |
Form of the terms of the 2031 Notes, including the form of the 2031 Note. Exhibit 4.2 PHILLIPS 66 COMPANY 5.250% Senior Notes due 2031 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as t |
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February 28, 2024 |
Exhibit 1.1 Execution Version Phillips 66 Company Debt Securities fully and unconditionally guaranteed by Phillips 66 UNDERWRITING AGREEMENT 1. Introductory. Phillips 66 Company, a Delaware corporation (the “Company”), and Phillips 66, a Delaware corporation (the “Guarantor”), propose that the Company will issue and sell from time to time certain of its unsecured debt securities that will be fully |
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February 28, 2024 |
EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Issuer: Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Guarantor: Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Debt 5. |
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February 28, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-266428 and 333-266428-01 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2022) $1,500,000,000 Phillips 66 Company $600,000,000 5.250% Senior Notes due 2031 $400,000,000 5.300% Senior Notes due 2033 $500,000,000 5.650% Senior Notes due 2054 fully and unconditionally guaranteed by Phillips 66 Phillips 66 Company is offering |
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February 27, 2024 |
Filed Pursuant to Rule 433 Registration Statement Nos. 333-266428 and 333-266428-01 February 26, 2024 PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: 5.250% Senior Notes due 2031 (the “2031 Notes”) Additional 5.300% Senior Notes due 2033 (the “Additional 2033 Notes”) 5.650% Senior Notes due 2054 (the “2054 Notes |
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February 26, 2024 |
SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2024 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-266428 and 333-266428-01 The information in this preliminary prospectus supplement is not complete and may change. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or |
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February 21, 2024 | ||
February 21, 2024 |
Phillips 66 Defined Contribution Make-Up Plan (Title II) Amendment and Restatement. Exhibit 10.36 PHILLIPS 66 DEFINED CONTRIBUTION MAKE-UP PLAN TITLE II (Effective for benefits earned or vested after December 31, 2004) The Phillips 66 Defined Contribution Make-Up Plan is hereby amended and restated effective as of January 1, 2024. The Phillips 66 Defined Contribution Make-Up Plan is intended to provide certain specified benefits to Highly Compensated Employees whose benefits unde |
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February 21, 2024 |
Table of Contents Index to Financial Statements 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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February 21, 2024 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of December 31, 2023, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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February 21, 2024 |
Phillips 66 Key Employee Deferred Compensation Plan Title II. Exhibit 10.37 CORPORATE APPROVAL PHILLIPS 66 COMPANY HUMAN RESOURCES REQUEST DATE: HR APPROVAL NO: The following Request for Approval is granted: 1.The Phillips 66 Key Employee Deferred Compensation Plan Title II (Effective for benefits earned or vested after December 31, 2004) effective May1, 2012 (Plan) is amended by adoption of the following amendment as attached, effective February 1, 2024: Se |
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February 21, 2024 |
Exhibit 97 PHILLIPS 66 CLAWBACK POLICY Recoupment of Incentive-Based Compensation It is the policy of Phillips 66 (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is materia |
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February 21, 2024 |
List of Subsidiaries of Phillips 66 Exhibit 21 SUBSIDIARY LISTING OF PHILLIPS 66 At December 31, 2023 Company Name Incorporation Location Asamera Oil (US) Inc. |
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February 21, 2024 |
Phillips 66 Key Employee Supplemental Retirement Plan Amendment and Restatement. Exhibit 10.35 PHILLIPS 66 KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN The Phillips 66 Key Employee Supplemental Retirement Plan is hereby amended and restated effective January 1, 2024. PURPOSE The purpose of the Phillips 66 Key Employee Supplemental Retirement Plan (the "Plan") is to attract and retain key employees by providing them with supplemental retirement benefits. This Plan is intended to b |
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February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 13, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe |
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February 13, 2024 |
PSX / Phillips 66 / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Phillips 66 Title of Class of Securities: Common Stock CUSIP Number: 718546104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1 |
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January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 31, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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January 31, 2024 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 39,643 38,270 147,399 36,179 48,577 44,955 40,279 169,990 Equity in earnings of affiliates 611 563 562 281 2,01 |
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January 31, 2024 |
Phillips 66 Delivers Strong 4Q 2023 Results, Advances Strategic Priorities Exhibit 99.1 Phillips 66 Delivers Strong 4Q 2023 Results, Advances Strategic Priorities Fourth Quarter •Fourth-quarter earnings of $1.3 billion or $2.86 per share; adjusted earnings of $1.4 billion or $3.09 per share •$2.2 billion of operating cash flow •$1.6 billion returned to shareholders through dividends and share repurchases •Strong Refining operations at 92% utilization and 107% market capt |
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November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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November 3, 2023 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of September 30, 2023, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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October 27, 2023 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 39,643 109,129 36,179 48,577 44,955 40,279 169,990 Equity in earnings of affiliates 611 563 562 1,736 685 917 7 |
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October 27, 2023 |
Phillips 66 Reports Third-Quarter 2023 Financial Results and Update to Strategic Priorities Exhibit 99.1 Phillips 66 Reports Third-Quarter 2023 Financial Results and Update to Strategic Priorities Third-Quarter Results •Reported third-quarter earnings of $2.1 billion or $4.69 per share; adjusted earnings of $2.1 billion or $4.63 per share •Generated $2.7 billion of operating cash flow, $2.4 billion excluding working capital •Returned $1.2 billion to shareholders through dividends and sha |
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October 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 27, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 26, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe |
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August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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August 4, 2023 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of June 30, 2023, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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August 2, 2023 |
Phillips 66 Reports Second-Quarter 2023 Financial Results Exhibit 99.1 Phillips 66 Reports Second-Quarter 2023 Financial Results •Reported second-quarter earnings of $1.7 billion or $3.72 per share; adjusted earnings of $1.8 billion or $3.87 per share •Generated $1.0 billion of operating cash flow, $2.0 billion excluding working capital •Returned $1.8 billion to shareholders through dividends and share repurchases •Continued strong Refining operations wi |
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August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 August 2, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) |
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August 2, 2023 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 69,486 36,179 48,577 44,955 40,279 169,990 Equity in earnings of affiliates 611 563 1,174 685 917 782 584 2,968 |
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June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35349 Phill |
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June 15, 2023 |
DCP / DCP Midstream LP - Unit / Phillips 66 - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 14)* DCP MIDSTREAM, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 23311P100 (CUSIP Number) Vanessa Allen Sutherland Executive Vice President, Government Affairs, General Counsel and Corporate Secretary Ph |
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June 15, 2023 |
Phillips 66 Completes Acquisition of DCP Midstream, LP Common Units EX-99.1 Exhibit 99.1 NEWS RELEASE Phillips 66 Completes Acquisition of DCP Midstream, LP Common Units HOUSTON and DENVER, June 15, 2023 – Phillips 66 (NYSE: PSX) and DCP Midstream, LP (NYSE: DCP) completed the previously announced acquisition by Phillips 66 of all the publicly held common units representing limited partner interests in DCP Midstream for $41.75 per common unit in cash at a total va |
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June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 15, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) |
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May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 10, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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May 4, 2023 |
Exhibit 10.2 PHILLIPS 66 Terms & Conditions For [*] Stock Option Program Grant Date: Grant Price: Vesting Schedule: [*] [*] One third on each anniversary date of grant in the first three years This document applies to Awards made under the Stock Option Program (“Program”) provided under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. The |
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May 4, 2023 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of March 31, 2023, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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May 4, 2023 |
EX-10.4 4 psx-2023331ex104.htm EX-10.4 Exhibit 10.4 PHILLIPS 66 Terms & Conditions For Performance Share Program - Performance Period [*] This document applies to Awards made under the Performance Share Program (“Program”) for the Performance Period [*] provided under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. Phillips 66 reserves th |
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May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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May 4, 2023 |
Exhibit 10.3 PHILLIPS 66 Terms & Conditions For [*] Restricted Stock Program Grant Date: Grant Price US/UK: Grant Price Global: Vesting Schedule: [*] [*] [*] Third Anniversary of Grant Date (grade 18+) / 1/3rd on the First, Second and Third Anniversary of Grant Date (grade 13-17) This document applies to Awards made under the Restricted Stock Program (“Program”) provided under the 2022 Omnibus Sto |
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May 4, 2023 |
Letter Agreement with Vanessa L. Allen Sutherland, dated October 9, 2021. Exhibit 10.5 Greg Garland Chairman & CEO Phillips 66 2331 CityWest Blvd. Houston, Texas 77042 832.765.1319 October 9, 2021 Ms. Vanessa Sutherland c/o Peter Boerner Major, Lindsey & Africa Dear Vanessa: It is with pleasure that we offer you a position in the Phillips 66 organization. This offer provides you with the opportunity to join the Company at an exciting time. The details of the offer are a |
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May 3, 2023 |
Phillips 66 Reports First-Quarter 2023 Financial Results Exhibit 99.1 Phillips 66 Reports First-Quarter 2023 Financial Results •Reported first-quarter earnings of $2.0 billion or $4.20 per share •Generated $1.2 billion of operating cash flow, $2.5 billion excluding working capital •Returned $1.3 billion to shareholders through dividends and share repurchases •Increased quarterly dividend 8% to $1.05 per common share •Achieved strong Refining operations, |
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May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 3, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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May 3, 2023 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 34,396 36,179 48,577 44,955 40,279 169,990 Equity in earnings of affiliates 611 611 685 917 782 584 2,968 Net gain on |
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April 26, 2023 |
Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION) Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Phillips 66 NAME OF PERSON RELYING ON EXEMPTION: Majority Action ADDRESS OF PERSON RELYING ON EXEMPTION: PO Box 4831, Silver Spring, MD 20914 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. |
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April 19, 2023 |
Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Phillips 66 Co. (PSX) Name of persons relying on exemption: As You Sow Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted pur |
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April 3, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-269921 and 333-269921-01 PROSPECTUS Phillips 66 Company Offers to Exchange up to $276,764,000 aggregate principal amount of new 2.450% Senior Notes due 2024 registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 2.450% Senior Notes due 2024 originally issued May 5, 2022, up to |
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March 30, 2023 |
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March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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March 30, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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March 30, 2023 |
As filed with the Securities and Exchange Commission on March 30, 2023 S-4/A Table of Contents As filed with the Securities and Exchange Commission on March 30, 2023 Registration No. |
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March 30, 2023 |
Phillips 66 Company 2331 CityWest Blvd. Houston, Texas 77042 CORRESP Phillips 66 Company 2331 CityWest Blvd. Houston, Texas 77042 March 30, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F. Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown Re: Phillips 66 Company Phillips 66 Registration Statement on Form S-4 Filed February 22, 2023 File No. 333-269921 333-269921- |
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March 29, 2023 |
EX-10.1 Exhibit 10.1 Execution Version CUSIPS: 71839YAM5 71839YAN3 $1.5 BILLION DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of March 27, 2023 among PHILLIPS 66 COMPANY as the BORROWER, PHILLIPS 66 as the INITIAL GUARANTOR, The Lenders Party Hereto, and MIZUHO BANK, LTD., as Administrative Agent GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., MUFG BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, TD |
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March 29, 2023 |
Form of the terms of the 2033 Notes, including the form of the 2033 Note. EX-4.3 Exhibit 4.3 PHILLIPS 66 COMPANY 5.300% Senior Notes due 2033 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Associatio |
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March 29, 2023 |
Form of the terms of the 2027 Notes, including the form of the 2027 Note. EX-4.2 Exhibit 4.2 PHILLIPS 66 COMPANY 4.950% Senior Notes due 2027 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Associatio |
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March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 27, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) |
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March 29, 2023 |
EX-1.1 2 d488933dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION Phillips 66 Company Debt Securities fully and unconditionally guaranteed by Phillips 66 UNDERWRITING AGREEMENT 1. Introductory. Phillips 66 Company, a Delaware corporation (the “Company”), and Phillips 66, a Delaware corporation (the “Guarantor”), propose that the Company will issue and sell from time to time certain of its unsecured d |
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March 28, 2023 |
FWP Filed Pursuant to Rule 433 Registration Statement Nos. 333-266428 and 333-266428-01 March 27, 2023 PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: 4.950% Senior Notes due 2027 (the “2027 Notes”) 5.300% Senior Notes due 2033 (the “2033 Notes” and, together with the 2027 Notes, the “Notes”) Principal Amount: $ |
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March 28, 2023 |
EX-FILING FEES 2 d483438dexfilingfees.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Issuer: Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Guarantor: Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amoun |
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March 28, 2023 |
424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-266428 and 333-266428-01 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2022) $1,250,000,000 Phillips 66 Company $750,000,000 4.950% Senior Notes due 2027 $500,000,000 5.300% Senior Notes due 2033 fully and unconditionally guaranteed by Phillips 66 Phillips 66 Company is offering $750,000,000 aggregate principal am |
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March 27, 2023 |
SUBJECT TO COMPLETION, DATED MARCH 27, 2023 424B3 Table of Contents The information in this preliminary prospectus supplement is not complete and may change. |
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March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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February 22, 2023 |
Powers of Attorney of directors and officers of Phillips 66 Company. S-4 Table of Contents As filed with the Securities and Exchange Commission on February 22, 2023 Registration No. |
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February 22, 2023 |
By-Laws of Phillips 66 Company. EX-3.5 Exhibit 3.5 BY-LAWS OF PHILLIPS 66 COMPANY ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. Phillips 66 Company (the “Corporation”) shall have and continuously maintain in the State of Delaware, a registered office and a registered agent whose business office is identical with the Corporation’s registered office. SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within |
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February 22, 2023 |
Calculation of Filing Fee Table. EXHIBIT 107 Calculation of Filing Fee Table Form S-4 (Form Type) Issuer: Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Guarantor: Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Debt 2. |
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February 22, 2023 |
List of Subsidiaries of Phillips 66 Exhibit 21 SUBSIDIARY LISTING OF PHILLIPS 66 At December 31, 2022 Company Name Incorporation Location Asamera Oil (US) Inc. |
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February 22, 2023 |
Table of Contents Index to Financial Statements 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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February 22, 2023 |
Certificate of Amendment to Certificate of Incorporation of Phillips 66 Company. EX-3.4 Exhibit 3.4 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF PHILLIPS 66 COMPANY Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Phillips 66 Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of th |
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February 22, 2023 |
Certificate of Incorporation of Phillips 66 Company. EX-3.3 Exhibit 3.3 CERTIFICATE OF INCORPORATION OF PHILLIPS 66 COMPANY I, the undersigned, the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows: ARTICLE I The name of the corporation (which is hereinafter referred to as the “Corporation”) is: Phillip |
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February 22, 2023 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charte |
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February 22, 2023 |
List of Guarantor Subsidiaries Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of December 31, 2022, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below. |
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February 9, 2023 |
PSX / Phillips 66 / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Phillips 66 Title of Class of Securities: Common Stock CUSIP Number: 718546104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1 |
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January 31, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 31, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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January 31, 2023 |
Phillips 66 Reports Fourth-Quarter 2022 Financial Results Exhibit 99.1 Phillips 66 Reports Fourth-Quarter 2022 Financial Results Fourth Quarter •Reported fourth-quarter earnings of $1.9 billion or $3.97 per share; adjusted earnings of $1.9 billion or $4.00 per share •Generated $4.8 billion of operating cash flow •Returned $1.2 billion to shareholders through dividends and share repurchases •Authorized $5 billion increase to the share repurchase program • |
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January 31, 2023 |
Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED STATEMENT OF OPERATIONS* Millions of Dollars, Except as Indicated 2022 2021 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 36,179 48,577 44,955 40,279 169,990 21,627 27,002 30,243 32,604 111,476 Equity in earnings of affiliates 685 917 782 5 |
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January 10, 2023 |
DCP / DCP Midstream LP / Phillips 66 - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* DCP MIDSTREAM, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 23311P100 (CUSIP Number) Vanessa Allen Sutherland Executive Vice President, Government Affairs, General Counsel and Corporate Secretary Ph |
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January 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 5, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number |
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January 6, 2023 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PHILLIPS 66, PHILLIPS 66 PROJECT DEVELOPMENT INC., DYNAMO MERGER SUB LLC, DCP MIDSTREAM, LP, DCP MIDSTREAM GP, LP and DCP MIDSTREAM GP, LLC January 5, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; CONSTRUCTION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 13 ARTICLE II THE MERGER 14 Section 2.1 The Merge |