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 sale
is not permitted.
SUBJECT TO
COMPLETION, DATED FEBRUARY 26, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated July 29, 2022)
$
Phillips 66 Company
$ % Senior Notes due
$ 5.300% Senior Notes due 2033
$ % Senior Notes due
fully and unconditionally
guaranteed by
Phillips
66
Phillips 66 Company is offering $ aggregate principal amount of notes, consisting of $ aggregate principal amount of Senior
Notes due bearing interest at % per year, or the notes, $ aggregate principal amount of Senior Notes due 2033 bearing interest at 5.300% per year, or the
additional 2033 notes, and $ aggregate principal amount of Senior Notes due bearing interest at % per year, or the notes. The additional 2033 notes are being
offered as additional notes under the indenture, dated May 5, 2022, pursuant to which Phillips 66 Company issued $500,000,000 aggregate principal amount of 5.300% Senior Notes due 2033, or the existing 2033 notes. We refer to the
additional 2033 notes and the existing 2033 notes, collectively, as the 2033 notes. The additional 2033 notes and the existing 2033 notes will be treated as a single series of senior debt securities under the indenture and, immediately
upon settlement, the additional 2033 notes will have the same CUSIP number as and will trade interchangeably with the existing 2033 notes. The notes will mature on , , the 2033 notes will
mature on June 30, 2033, and the notes will mature on , . We use the term notes to refer to all series of notes collectively. The notes will be fully and unconditionally
guaranteed by Phillips 66.
Phillips 66 Company will pay interest on the notes semi-annually
on and of each year, beginning on , 2024.
Phillips 66 Company will pay interest on the 2033
notes semi-annually on June 30 and December 30 of each year, beginning on June 30, 2024. Phillips 66 Company will pay interest on the notes semi-annually on and of each
year, beginning on , 2024.
Phillips 66 Company may elect to redeem any or all of the notes at any time at the prices specified in this
prospectus supplement plus accrued and unpaid interest to the redemption date. The redemption prices are described beginning on page S-10 of this prospectus supplement.
Investing in the notes involves risks. See Risk Factors on page S-7 of this
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Public Offering Price(1) |
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Underwriting Discount |
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Offering Proceeds to Phillips 66 Company, Before Expenses |
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Per % Senior Note
due (1) |
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% |
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% |
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% |
Total |
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$ |
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$ |
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$ |
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Per 5.300% Senior Note due 2033 (2) |
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% |
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% |
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% |
Total |
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$ |
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$ |
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$ |
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Per % Senior Note
due (1) |
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% |
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% |
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% |
Total |
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$ |
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$ |
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$ |
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(1) |
Plus accrued interest from , 2024, if settlement occurs after that date.
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(2) |
Plus accrued interest from December 30, 2023 (the most recent interest payment date for the existing 2033
notes) to, but excluding, the delivery date of the additional 2033 notes, which is expected to be , 2024. |
Delivery of
the notes in book-entry form only will be made through The Depository Trust Company, Clearstream Banking S.A. and the Euroclear system on or about , 2024, against payment in immediately available funds.
Joint Book-Running Managers
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Mizuho |
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MUFG |
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RBC Capital Markets |
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Scotiabank |
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SMBC Nikko |
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Truist Securities |
, 2024