Phillips 66
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 21, 2025
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2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | |
|---|---|
| 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
(Exact name of registrant as specified in its charter)
| Delaware | 45-3779385 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. EmployerIdentification No.) |
|---|
2331 CityWest Blvd., Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:832-765-3010
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | PSX | New York Stock Exchange |
| Securities registered pursuant to Section 12(g) of the Act: None | |||||||
|---|---|---|---|---|---|---|---|
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | ☒ | Yes | ☐ | No | |||
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | ☐ | Yes | ☒ | No | |||
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ☒ | Yes | ☐ | No | |||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ☒ | Yes | ☐ | No | |||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☒ | ||||||
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | ☐ | ||||||
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | ☐ | ||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | ☐ | Yes | ☒ | No | |||
The aggregate market value of common stock held by non-affiliates of the registrant on June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $141.17, was $59 billion. The registrant, solely for the purpose of this required presentation, had deemed its Board of Directors and executive officers to be affiliates, and deducted their stockholdings in determining the aggregate market value.
The registrant had 407,698,347 shares of common stock outstanding at January 31, 2025.
Documents incorporated by reference:
Portions of the Proxy Statement for the Registrant’s 2025 Annual Meeting of Shareholders.
TABLE OF CONTENTS
| Item | Page |
|---|---|
| PART I | |
| 1 and 2. Business and Properties | 1 |
| Corporate Structure | 1 |
| Segment and Geographic Information | 3 |
| Midstream | 3 |
| Chemicals | 12 |
| Refining | 14 |
| Marketing and Specialties | 18 |
| Renewable Fuels | 20 |
| Energy Research & Innovation | 20 |
| Human Capital | 20 |
| Competition | 22 |
| General | 23 |
| 1A. Risk Factors | 24 |
| 1B. Unresolved Staff Comments | 42 |
| 1C. Cybersecurity | 42 |
| 3. Legal Proceedings | 43 |
| 4. Mine Safety Disclosures | 44 |
| Information About Our Executive Officers | 45 |
| PART II | |
| 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 46 |
| 6. [Reserved] | 47 |
| 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | 48 |
| 7A. Quantitative and Qualitative Disclosures About Market Risk | 91 |
| Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 | 93 |
| 8. Financial Statements and Supplementary Data | 95 |
| 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 176 |
| 9A. Controls and Procedures | 176 |
| 9B. Other Information | 176 |
| 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 176 |
| PART III | |
| 10. Directors, Executive Officers and Corporate Governance | 177 |
| 11. Executive Compensation | 177 |
| 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 177 |
| 13. Certain Relationships and Related Transactions, and Director Independence | 177 |
| 14. Principal Accountant Fees and Services | 177 |
| PART IV | |
| 15. Exhibit and Financial Statement Schedules | 178 |
| Signatures | 186 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.