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Cover and table of contents

2025
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 endedDecember 31, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto

Commission file number: 001-35349

Phillips 66
(Exact name of registrant as specified in its charter)
Delaware45-3779385
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValuePSXNew 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 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $119.30, was $48.2 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 400,744,022 shares of common stock outstanding at January 31, 2026.

Documents incorporated by reference:

Portions of the Proxy Statement for the Registrant’s 2026 Annual Meeting of Shareholders.

TABLE OF CONTENTS

ItemPage
PART I
1 and 2. Business and Properties1
Corporate Structure1
Segment and Geographic Information2
Midstream2
Chemicals11
Refining12
Marketing and Specialties16
Renewable Fuels18
Energy Research & Innovation18
Human Capital18
Competition20
General20
1A. Risk Factors21
1B. Unresolved Staff Comments36
1C. Cybersecurity36
3. Legal Proceedings37
4. Mine Safety Disclosures38
Information About Our Executive Officers39
PART II
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities40
6. [Reserved]41
7. Management's Discussion and Analysis of Financial Condition and Results of Operations42
7A. Quantitative and Qualitative Disclosures About Market Risk87
Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 199589
8. Financial Statements and Supplementary Data91
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure169
9A. Controls and Procedures169
9B. Other Information169
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections169
PART III
10. Directors, Executive Officers and Corporate Governance170
11. Executive Compensation170
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters170
13. Certain Relationships and Related Transactions, and Director Independence170
14. Principal Accountant Fees and Services170
PART IV
15. Exhibit and Financial Statement Schedules171
16. Form 10-K Summary171
Signatures179

Unless otherwise indicated, the “company,” “we,” “our,” “us” and “Phillips 66” are used in this report to refer to the businesses of Phillips 66 and its consolidated subsidiaries.

This Annual Report on Form 10-K (the Annual Report) contains forward-looking statements including, without limitation, statements relating to the company’s plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “priorities” and similar expressions often identify forward-looking statements, but the absence of these words does not mean a statement is not forward-looking. The company does not undertake to update, revise or correct any of the forward-looking information unless required to do so pursuant to applicable law. Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the headings “Risk Factors” and “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.”

PART I

Items 1 and 2. BUSINESS AND PROPERTIES

CORPORATE STRUCTURE

Phillips 66, headquartered in Houston, Texas, was incorporated in Delaware in 2011 in connection with, and in anticipation of, a restructuring of ConocoPhillips that separated its downstream businesses into an independent, publicly traded company named Phillips 66. The two companies were separated by ConocoPhillips distributing to its shareholders all the shares of common stock of Phillips 66 after the market closed on April 30, 2012 (the separation). Phillips 66 stock trades on the New York Stock Exchange under the “PSX” stock symbol.

Operating Segments

Our businesses are organized into five operating segments:

1)**Midstream—**Provides crude oil and refined petroleum product transportation, terminaling and storage services, as well as natural gas and natural gas liquids (NGL) gathering, processing, transportation, fractionation, storage and marketing services in the United States. In addition, this segment exports liquefied petroleum gas (LPG) to global markets.

2)**Chemicals—**Consists of our 50% equity investment in Chevron Phillips Chemical Company LLC (CPChem), which manufactures and markets petrochemicals and plastics on a worldwide basis.

3)**Refining—**Refines crude oil and other feedstocks into petroleum products, such as gasoline and distillates, including aviation fuels. At December 31, 2025, this segment included 10 refineries in the United States and Europe.

4)**Marketing and Specialties (M&S)—**Purchases for resale and markets refined products, mainly in the United States and Europe. In addition, this segment includes the manufacturing and marketing of base oils and lubricants.

5)**Renewable Fuels—**Processes renewable feedstocks into renewable products at the Rodeo Renewable Energy Complex (Rodeo Complex) and at our Humber Refinery. In addition, this segment includes the global activities to procure renewable feedstocks, manage certain regulatory credits, and market renewable fuels.

Corporate and Other includes general corporate overhead, interest income, interest expense, our investment in research of new technologies, business transformation restructuring costs, our investment in NOVONIX Limited (NOVONIX), and various other corporate activities. Corporate assets include all cash, cash equivalents, income tax-related assets and enterprise information technology assets. Effective in the first quarter of 2026, activities associated with decommissioning and redeveloping at our idled Los Angeles Refinery will be included in Corporate and Other. See Note 4—Restructuring, in the Notes to Consolidated Financial Statements for additional information.

SEGMENT AND GEOGRAPHIC INFORMATION

MIDSTREAM

The Midstream segment consists of two businesses:

  • Transportation—Transports crude oil and other feedstocks to our refineries and other locations, delivers refined petroleum products to market, and provides terminaling and storage services for crude oil and refined petroleum products.

  • NGL—Gathers, processes, transports and markets natural gas; transports, fractionates, markets and exports NGL.

At December 31, 2025, our Midstream segment owned or held partial interests in approximately 70,000 miles of crude oil, refined petroleum product, NGL and natural gas pipeline systems; 39 refined petroleum product terminals; 35 natural gas gathering and processing plants; 15 crude oil terminals; 10 NGL fractionation facilities; six NGL terminals; a petroleum coke exporting facility; and various other storage and loading facilities that are located in the United States.

Acquisitions

On April 1, 2025, we acquired all issued and outstanding equity interests in each of EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP, together with their respective subsidiaries (collectively referred to herein as Coastal Bend), which own various long haul NGL pipelines, fractionation facilities and distribution systems.

See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information regarding the Coastal Bend acquisition.

Investment Disposition

On January 30, 2025, DCP Midstream, LP (DCP LP), a consolidated subsidiary in which we hold an aggregate direct and indirect economic interest of 86.8%, sold its 25% ownership interest in Gulf Coast Express Pipeline LLC.

See Note 9—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding the above disposition.

Transportation

We own, hold partial interests in, or lease various assets to provide transportation, terminaling and storage services. These assets include crude oil, refined petroleum product, NGL, and natural gas pipeline systems; crude oil, refined petroleum product and NGL terminals; a petroleum coke handling facility; marine vessels; railcars and trucks.

Pipelines and Terminals

The following table depicts our ownership interest in major pipeline systems included in our Transportation business at December 31, 2025:

NameState of Origination/TerminusInterestLength (Miles)Gross Capacity (MB/D)*
Crude Oil
Bakken PipelineNorth Dakota/Texas25%1,918750
Bayou BridgeTexas/Louisiana40213480
Clifton RidgeLouisiana10010260
CushPoOklahoma10062130
GlacierMontana79800124
Gray Oak PipelineTexas7862900
Line 100California1007961
Line 200California100228100
Line 300California1006134
Line 400California10015346
Line OOklahoma/Texas10027638
New Mexico CrudeNew Mexico/Texas100227106
Oklahoma CrudeTexas/Oklahoma100217100
STACK PLOklahoma50149150
Sweeny CrudeTexas10056617
West Texas CrudeTexas1001,079140
*Thousands of barrels daily (MB/D).
NameState of Origination/TerminusInterestLength (Miles)Gross Capacity (MB/D)
Refined Petroleum Products
ATA LineTexas/New Mexico50%29340
Borger to AmarilloTexas1009374
Borger-DenverTexas1003839
Borger-DenverTexas/Colorado6520739
Borger-DenverColorado7015239
Cherokee EastOklahoma/Missouri10032059
Cherokee NorthOklahoma/Kansas1002955
Cherokee SouthOklahoma1009847
Cross Channel ConnectorTexas1005197
ExplorerTexas/Indiana221,830660
Gold LineTexas/Illinois100686120
Heartland*Kansas/Iowa504930
LAX Jet LineCalifornia501941
Los Angeles ProductsCalifornia10022132
Paola ProductsKansas100106120
PioneerWyoming/Utah5056263
Powder RiverColorado/Texas10035013
RichmondCalifornia1001431
SAALTexas3310232
SAALTexas541930
SeminoeMontana/Wyoming10034250
StandishOklahoma/Kansas1009277
Sweeny to PasadenaTexas100120348
Torrance ProductsCalifornia1008279
Watson ProductsCalifornia1009238
YellowstoneMontana/Washington4671068
NGL
Blue LineTexas/Illinois10068826
Brown LineOklahoma/Kansas1007626
Conway to WichitaKansas1005526
MedfordOklahoma1004225
Skelly-BelvieuTexas5057145
TX Panhandle Y1/Y2Texas10024978

** Total pipeline system is 419 miles. Phillips 66 has an ownership interest in multiple segments totaling 49 miles.*

The following table depicts our ownership interest in terminal and storage facilities included in our Transportation business at December 31, 2025:

Facility NameLocationCommodity HandledInterestGross Storage Capacity (MBbl)Gross Rack Capacity (MB/D)
AlbuquerqueNew MexicoRefined Petroleum Products100%27420
AmarilloTexasRefined Petroleum Products10029623
BeaumontTexasCrude Oil, Refined Petroleum Products10016,8008
BillingsMontanaRefined Petroleum Products1008112
Billings CrudeMontanaCrude Oil100236N/A
BorgerTexasCrude Oil1001,068N/A
BozemanMontanaRefined Petroleum Products1001345
Buffalo CrudeMontanaCrude Oil100303N/A
CasperWyomingRefined Petroleum Products1003657
Clifton RidgeLouisianaCrude Oil1003,800N/A
CoalingaCaliforniaCrude Oil100817N/A
ColtonCaliforniaRefined Petroleum Products10020720
CushingOklahomaCrude Oil100675N/A
Cut BankMontanaCrude Oil100315N/A
DenverColoradoRefined Petroleum Products10044143
Des MoinesIowaRefined Petroleum Products5021712
East St. LouisIllinoisRefined Petroleum Products1001,52955
GlenpoolOklahomaRefined Petroleum Products10057118
Great FallsMontanaRefined Petroleum Products1001986
HartfordIllinoisRefined Petroleum Products1001,46821
HelenaMontanaRefined Petroleum Products1001955
Jefferson CityMissouriRefined Petroleum Products10010315
JunctionCaliforniaCrude Oil, Refined Petroleum Products100524N/A
Kansas CityKansasRefined Petroleum Products1001,41050
La JuntaColoradoRefined Petroleum Products100995
Lake Charles Pipeline StorageLouisianaRefined Petroleum Products503,143N/A
LincolnNebraskaRefined Petroleum Products10021712
LindenNew JerseyRefined Petroleum Products10036095
Los AngelesCaliforniaRefined Petroleum Products10015680
LubbockTexasRefined Petroleum Products10018218
Medford SpheresOklahomaNGL10070N/A
MissoulaMontanaRefined Petroleum Products5036514
Moses LakeWashingtonRefined Petroleum Products5021610
Mount VernonMissouriRefined Petroleum Products10036540
North Salt LakeUtahRefined Petroleum Products5075560
North SpokaneWashingtonRefined Petroleum Products100492N/A
OdessaTexasCrude Oil100521N/A
Oklahoma CityOklahomaCrude Oil, Refined Petroleum Products10035542
Facility NameLocationCommodity HandledInterestGross Storage Capacity (MBbl)Gross Rack Capacity (MB/D)
PaolaKansasRefined Petroleum Products100%978N/A
PasadenaTexasRefined Petroleum Products, NGL1003,55870
Pecan GroveLouisianaLubricant Base Stocks, Refined Petroleum Products100177N/A
Ponca CityOklahomaRefined Petroleum Products1006322
Ponca City CrudeOklahomaCrude Oil1001,229N/A
PortlandOregonRefined Petroleum Products10065038
RentonWashingtonRefined Petroleum Products10024319
RichmondCaliforniaRefined Petroleum Products10034330
Rock SpringsWyomingRefined Petroleum Products1001328
SacramentoCaliforniaRefined Petroleum Products10014612
Santa MargaritaCaliforniaCrude Oil100398N/A
SheridanWyomingRefined Petroleum Products100946
SpokaneWashingtonRefined Petroleum Products10035120
TacomaWashingtonRefined Petroleum Products10031619
TorranceCaliforniaCrude Oil, Refined Petroleum Products1002,128N/A
Tremley PointNew JerseyRefined Petroleum Products1001,70125
WestlakeLouisianaRefined Petroleum Products10012810
Wichita FallsTexasCrude Oil100225N/A
Wichita NorthKansasRefined Petroleum Products10076920
Wichita SouthKansasRefined Petroleum Products100272N/A

The following table depicts our ownership interest in marine, rail and petroleum coke loading and offloading facilities included in our Transportation business at December 31, 2025:

Facility NameLocationCommodity HandledInterestGross Loading Capacity*
Marine
BeaumontTexasCrude Oil, Refined Petroleum Products100%85
Clifton RidgeLouisianaCrude Oil, Refined Petroleum Products10050
HartfordIllinoisRefined Petroleum Products1003
Pecan GroveLouisianaLubricant Base Stocks, Refined Petroleum Products1006
PortlandOregonRefined Petroleum Products10010
RichmondCaliforniaRefined Petroleum Products1005
TacomaWashingtonCrude Oil10012
Tremley PointNew JerseyRefined Petroleum Products1007
Rail
BaywayNew JerseyCrude Oil10075
BeaumontTexasCrude Oil10020
FerndaleWashingtonCrude Oil10035
MissoulaMontanaRefined Petroleum Products5041
Thompson FallsMontanaRefined Petroleum Products5041
Petroleum Coke
Lake CharlesLouisianaPetroleum Coke50N/A

** Marine facilities in thousands of barrels per hour (MB/h); Rail in thousands of barrels daily (MB/D).*

Marine Vessels

At December 31, 2025, we had 28 international-flagged crude oil, refined product and NGL tankers under time charter contracts, with capacities ranging in size from 300,000 to 1,100,000 barrels. We also had a variety of inland and offshore tug/barge units. These vessels are used primarily to transport crude oil and other feedstocks, as well as refined products for our facilities. In addition, the NGL tankers are used to export propane and butane mainly from our owned facilities.

Truck and Rail

Our truck and rail fleets support our feedstock and distribution operations. Truck movements are provided through our wholly owned subsidiary, Sentinel Transportation LLC, and through numerous third-party trucking companies. Rail movements are provided via a fleet of approximately 8,900 owned or leased railcars.

NGL

At December 31, 2025, our NGL business owned or held partial interests in a diversified and integrated portfolio of assets across the wellhead-to-market value chain. Our portfolio includes natural gas gathering and processing plants, NGL and natural gas pipeline systems, and fractionators located in the United States. A significant portion of our business is conducted through DCP LP, a consolidated subsidiary in which we hold an aggregate direct and indirect economic interest of 86.8%.

Natural Gas Gathering and Processing

DCP LP’s gathering and processing assets are strategically located in some of the major producing regions in the United States, including the Permian Basin, the Denver-Julesburg Basin (DJ), the Midcontinent and Eagle Ford. We own or hold partial interests in 35 active natural gas processing plants that have a net nameplate processing capacity of 5 billion cubic feet per day (Bcf/d).

Pipeline Systems

In 2025, we acquired the Coastal Bend assets, which include pipelines. Together with our existing pipeline systems—such as those owned by DCP Sand Hills Pipeline, LLC (DCP Sand Hills) and DCP Southern Hills Pipeline, LLC (DCP Southern Hills), in which we hold a combined direct and indirect economic interest of 91.2%—these assets enhance takeaway capabilities for DCP LP’s gathering and processing operations in key U.S. production regions. They also provide access to customers and market outlets along the U.S. Gulf Coast, including Corpus Christi, Mont Belvieu, and our Sweeny fractionation and export facilities (known as the Sweeny Hub), all located in Texas.

Sweeny Hub Assets and NGL Fractionators

The Sweeny Hub is a U.S. Gulf Coast NGL market hub, consisting of four fractionators with an original nameplate fractionation capacity of 550,000 barrels per day (B/D), an LPG export terminal, and NGL storage caverns. As a result of engineering and optimization projects, the Sweeny Fractionators have demonstrated an expansion of nameplate capacity to fractionate 675,000 B/D. The fractionators are located adjacent to our Sweeny Refinery in Old Ocean, Texas, and supply purity ethane to the petrochemical industry and purity NGL to domestic and global markets. Raw NGL supply is delivered to the fractionators from nearby major pipelines, including the DCP Sand Hills pipeline system. The fractionators are supported by significant infrastructure including connectivity to two NGL supply pipelines, a pipeline connecting to the Mont Belvieu market hub and our Clemens Caverns storage facility with access to our LPG export terminal in Freeport, Texas. The Sweeny Hub also includes our C2G Pipeline, which is a 16-inch ethane pipeline that connects our Clemens Caverns storage facility to petrochemical facilities in Gregory, Texas, near Corpus Christi.

The Freeport LPG Export Terminal leverages our fractionation, transportation and storage infrastructure to supply petrochemical, heating and transportation markets globally. The terminal can simultaneously load a propane vessel and a butane vessel, and has demonstrated a combined LPG export capacity of 300,000 B/D. In addition, the terminal has the capability to export natural gasoline (C5+) produced by the Sweeny Hub fractionators.

In addition to the Sweeny Hub, our NGL business owns or has partial interests in facilities that fractionate raw NGL supply in complexes in Mont Belvieu, Texas and Conway, Kansas. During 2025, further enhancing our wellhead-to-market strategy, we acquired the Coastal Bend assets, including two fractionators with processing capacity of 170,000 B/D located near Corpus Christi, Texas.

The following table depicts our ownership interest in major pipeline systems included in our NGL business at December 31, 2025:

NameState of Origination/TerminusInterestLength (Miles)Gross Capacity (MB/D)
Mixed NGL (Y-Grade)
Black Lake †Louisiana/Texas100%31480
ChisholmOklahoma/Kansas5020242
Coastal BendTexas78893225
Front Range †Colorado/Texas33450260
Powder RiverWyoming/Colorado10036616
Sand Hills †*New Mexico/Texas1001,433500
Southern Hills †*Kansas/Texas100940192
Seabreeze/Wilbreeze †Texas1008052
Sweeny NGLTexas10018204
Texas Express †Texas10600370
Wattenberg †Colorado/Kansas100450112
Purity NGL
C2GTexas100155185
Coastal BendTexas100215450
River Parish NGLLouisiana100499104
Sweeny LPGTexas1002601,081
Natural Gas
Cheyenne Connector †Colorado50700.6 Bcf/d
Guadalupe †TexasVarious6000.2 Bcf/d

† Owned by DCP LP, a consolidated subsidiary in which we hold an aggregate 86.8% direct and indirect economic interest.

** Owned by consolidated subsidiaries in which we hold an aggregate 91.2% direct and indirect economic interest, including through our economic interest held in DCP LP.*

The following table depicts our ownership interest in terminal and storage facilities included in our NGL business at December 31, 2025:

Facility NameLocationCommodity HandledInterestGross Storage Capacity (MBbl)Gross Rack Capacity (MB/D)
ClemensTexasNGL100%17,251N/A
FreeportTexasRefined Petroleum Products, NGL1003,485N/A
Marysville †MichiganNGL1008,000N/A
River ParishLouisianaNGL100438N/A
Spindletop †TexasNatural Gas10012 BcfN/A

† Owned by DCP LP, a consolidated subsidiary in which we hold an aggregate 86.8% direct and indirect economic interest.

The following table depicts our ownership interest in a marine facility included in our NGL business at December 31, 2025:

Facility NameLocationCommodity HandledInterestGross Loading Capacity (MB/h)
Marine
FreeportTexasRefined Petroleum Products, NGL100%46

The following table depicts our ownership interest in NGL fractionators included in our NGL business at December 31, 2025:

Facility NameLocationInterestCapacity (MB/D)
ConwayKansas40%43
Enterprise †*Texas2561
Coastal Bend FractionatorsTexas100170
Gulf Coast Fractionators**Texas2333
Mont Belvieu 1 †Texas2032
Sweeny FractionatorsTexas100675

† Owned by DCP LP, a consolidated subsidiary in which we hold an aggregate 86.8% direct and indirect economic interest.

** Interest reflects Phillips 66’s 12.5% direct interest and DCP LP’s direct interest of 12.5%.*

*** Facility restarted in 2025 after being idled in December 2020.*

The following table depicts our operating data in gathering and processing assets included in our NGL business at December 31, 2025:

RegionsPlantsApproximate Gathering and Transmission Systems (Miles)Approximate Net Nameplate Plant Capacity (MMcf/d) †
North133,2001,580
Midcontinent622,6001,110
Permian*1215,8001,650
South44,400690

† Million cubic feet per day (MMcf/d). Includes plants owned by DCP LP, a consolidated subsidiary in which we hold an aggregate 86.8% direct and indirect economic interest.

** Includes two Dos Picos plants, with approximately 100 miles of gathering and transmission systems and 440 MMcf/d net nameplate capacity.*

CHEMICALS

The Chemicals segment consists of our 50% equity investment in CPChem, which is headquartered in The Woodlands, Texas. At December 31, 2025, CPChem owned or had joint venture interests in 29 manufacturing facilities located in Belgium, Colombia, Qatar, Saudi Arabia and the United States. Additionally, CPChem has two research and development centers in the United States.

CPChem produces and markets ethylene and other olefin products. The ethylene produced is primarily used by CPChem to produce polyethylene, normal alpha olefins (NAO) and polyethylene pipe. CPChem manufactures and markets aromatics and styrenics products, such as benzene, cyclohexane, styrene and polystyrene, as well as a variety of specialty chemical products including organosulfur chemicals, solvents, catalysts, and chemicals used in drilling and mining.

The manufacturing of petrochemicals and plastics involves the conversion of hydrocarbon-based raw material feedstocks into higher-value products, often through a thermal process referred to in the industry as “cracking.” For example, ethylene can be produced by cracking ethane, propane, butane, natural gasoline or certain refinery liquids, such as naphtha and gas oil. Ethylene primarily is used as a raw material in the production of plastics, such as polyethylene. Plastic resins, such as polyethylene, are manufactured in a thermal/catalyst process, and the produced output is used as a further raw material for various applications, such as packaging and plastic pipe.

The following table reflects CPChem’s petrochemicals and plastics product capacities at December 31, 2025:

Millions of Pounds per Year*
U.S.Worldwide
Ethylene12,39514,915
Propylene3,6754,180
High-density polyethylene5,3057,030
Low-density polyethylene620620
Linear low-density polyethylene1,8151,815
Polypropylene—310
Normal alpha olefins2,9203,435
Polyalphaolefins125385
Polyethylene pipe500500
Benzene1,6002,530
Cyclohexane1,0601,455
Styrene1,0501,875
Polystyrene835915
Specialty chemicals440575
Total32,34040,540

** Capacities include CPChem’s share in equity affiliates and excludes CPChem’s NGL fractionation capacity.*

CPChem and a co-venturer are building world-scale petrochemical facilities on the U.S. Gulf Coast and in Ras Laffan, Qatar. On the U.S. Gulf Coast, the Golden Triangle Polymers facility will include a 4.6 billion pounds per year ethane cracker and two high-density polyethylene units with a combined capacity of 4.4 billion pounds per year. CPChem owns a 51% equity share in the joint venture. The Ras Laffan Petrochemical facility will include a 4.6 billion pounds per year ethane cracker and two high-density polyethylene units with a total capacity of 3.7 billion pounds per year. CPChem owns a 30% equity share in the joint venture. Both facilities are expected to be fully operational in 2027.

REFINING

The Refining segment refines crude oil and other feedstocks into petroleum products, such as gasoline and distillates, including aviation fuels. At December 31, 2025, this segment included 10 refineries in the United States and Europe.

In the fourth quarter 2025, we ceased fuel production and began idling the facilities at our Los Angeles Refinery. See Note 4—Restructuring, in the Notes to Consolidated Financial Statements for additional information. On October 1, 2025, we acquired the remaining 50% equity interest in WRB Refining LP (WRB), a joint venture that owned the Wood River and Borger refineries, from subsidiaries of Cenovus Energy Inc. (Cenovus). See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.

The table below depicts information for each of our wholly owned and joint venture refineries:

At December 31, 2025At January 1, 2026
Thousands of Barrels DailyThousands of Barrels Daily
Region/RefineryLocationNet Clean Product Capacity**Net Clean Product Capacity**
Net Crude Throughput CapacityGasolinesDistillatesClean Product Yield CapabilityNet Crude Throughput CapacityGasolinesDistillatesClean Product Yield Capability
Atlantic Basin/Europe
BaywayLinden, NJ25815713093%27515713093%
HumberN. Lincolnshire, United Kingdom22195115812219511585
MiRO*Karlsruhe, Germany5825278758252787
537554
Gulf Coast
Lake CharlesWestlake, LA2641051227226410512276
SweenyOld Ocean, TX2651581258627715812586
529541
Central Corridor
Ponca CityPonca City, OK2171201009322812510595
BillingsBillings, MT6637309071403594
Wood RiverRoxana, IL3451761408134517614085
BorgerBorger, TX14910070911491007095
777793
West Coast
FerndaleFerndale, WA105653990105653990
105105
1,9481,993

** Mineraloelraffinerie Oberrhein GmbH, joint venture in which we own an 18.75% interest.*

** Clean product capacities are maximum rates for each clean product category, independent of each other. They are not additive when calculating the clean product yield capability for each refinery.

Primary crude oil characteristics and sources of crude oil for our wholly owned and joint venture refineries are as follows:

CharacteristicsSources
SweetMedium SourHeavy SourHigh TAN*United StatesCanadaSouth and Central AmericaEuropeMiddle East & Africa
Baywaylllll
Humberllllll
MiROllllll
Lake Charleslllllllll
Sweenyllllllll
Ponca Citylllll
Billingslllll
Wood Riverllllll
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** High TAN (Total Acid Number): acid content greater than or equal to 1.0 milligram of potassium hydroxide (KOH) per gram.*

Atlantic Basin/Europe Region

Bayway Refinery

The Bayway Refinery is located on the New York Harbor in Linden, New Jersey. Bayway’s facilities include crude distilling, naphtha reforming, fluid catalytic cracking, solvent deasphalting, hydrodesulfurization and alkylation units. The complex also includes a polypropylene plant with the capacity to produce up to 775 million pounds per year. The refinery produces a high percentage of transportation fuels, as well as petrochemical feedstocks, residual fuel oil and home heating oil. Refined petroleum products are distributed to East Coast customers by pipeline, barge and railcar.

Humber Refinery

The Humber Refinery is located on the east coast of England in North Lincolnshire, United Kingdom, approximately 180 miles north of London. Humber’s facilities include crude distilling, naphtha reforming, fluid catalytic cracking, alkylation, hydrodesulfurization, thermal cracking and delayed coking units. The facilities include a specialty coker and calciner. Humber is the only refinery in the United Kingdom with coking facilities, and a producer of high-quality specialty graphite and anode-grade petroleum cokes. The refinery also produces a high percentage of transportation fuels. The majority of the gasoline and diesel produced by the refinery are distributed to customers in the United Kingdom by pipeline, barge, railcar and truck. Additionally, refined products are exported to customers throughout the world by waterborne vessel.

MiRO Refinery

The MiRO Refinery is located on the Rhine River in Karlsruhe, Germany, approximately 95 miles south of Frankfurt, Germany. MiRO is the largest refinery in Germany and operates as a joint venture in which we own an 18.75% interest. Facilities include crude distilling, naphtha reforming, fluid catalytic cracking, petroleum coking and calcining, hydrodesulfurization, isomerization, ethyl tert-butyl ether and alkylation units. MiRO produces a high percentage of transportation fuels. Other products produced include petrochemical feedstocks, home heating oil, bitumen, and anode- and fuel-grade petroleum cokes. Refined petroleum products are distributed to customers in Germany, Switzerland, France, and Austria by truck, railcar and barge.

Gulf Coast Region

Lake Charles Refinery

The Lake Charles Refinery is located in Westlake, Louisiana, approximately 150 miles east of Houston, Texas. Refinery facilities include crude distilling, naphtha reforming, fluid catalytic cracking, alkylation, hydrocracking, hydrodesulfurization, isomerization and delayed coking units. Refinery facilities also include a specialty coker and calciner. The refinery produces a high percentage of transportation fuels. Other products produced include off-road diesel, home heating oil, gas oil and hydrogen feedstock for our Excel Paralubes LLC (Excel Paralubes) joint venture in our M&S segment, and high-quality specialty graphite and fuel-grade petroleum cokes. A majority of the refined petroleum products are distributed to customers in the southeastern and eastern United States by truck, railcar, barge or major common carrier pipelines. Additionally, refined petroleum products are exported to customers primarily in Latin America by waterborne vessel.

Sweeny Refinery

The Sweeny Refinery is located in Old Ocean, Texas, approximately 65 miles southwest of Houston, Texas. Refinery facilities include crude distilling, naphtha reforming, fluid catalytic cracking, alkylation, hydrodesulfurization, aromatics units, a vacuum distillation unit, and a delayed coking unit. The refinery produces a high percentage of transportation fuels, as well as petrochemical feedstocks, home heating oil and fuel-grade petroleum coke. A majority of the refined petroleum products are distributed to customers throughout the Midcontinent region, southeastern and eastern United States by pipeline, barge and railcar. Additionally, refined petroleum products are exported to customers primarily in Latin America by waterborne vessel.

Central Corridor Region

Ponca City Refinery

The Ponca City Refinery is located in Ponca City, Oklahoma, approximately 95 miles northwest of Tulsa, Oklahoma. Refinery facilities include crude distilling, naphtha reforming, fluid catalytic cracking, alkylation, hydrodesulfurization, and delayed coking units. The refinery produces a high percentage of transportation fuels, as well as anode-grade petroleum coke. Refined petroleum products are primarily distributed to customers throughout the Midcontinent region by company-owned and common carrier pipelines.

Billings Refinery

The Billings Refinery is located in Billings, Montana. Refinery facilities include crude distilling, naphtha reforming, fluid catalytic cracking, alkylation, hydrodesulfurization and delayed coking units. The refinery produces a high percentage of transportation fuels, as well as fuel-grade petroleum coke. Refined petroleum products are distributed to customers in Montana, Wyoming, Idaho, Utah, Colorado and Washington by pipeline, railcar and truck.

WRB Refining LP

On October 1, 2025, we acquired the remaining 50% equity interest in WRB from Cenovus. Prior to October 1, 2025, we were the operator and managing partner of WRB. See Note 5—Business Combinations for additional information.

  • Wood River Refinery

The Wood River Refinery is located in Roxana, Illinois, about 15 miles northeast of St. Louis, Missouri, at the confluence of the Mississippi and Missouri rivers. Refinery facilities include crude distilling, naphtha reforming, fluid catalytic cracking, alkylation, hydrocracking, hydrodesulfurization and delayed coking units. The refinery produces a high percentage of transportation fuels, as well as petrochemical feedstocks, asphalt and fuel-grade petroleum coke. Refined petroleum products are distributed to customers throughout the Midcontinent region by pipeline, railcar, barge and truck.

  • Borger Refinery

The Borger Refinery is located in Borger, Texas, in the Texas Panhandle, approximately 50 miles north of Amarillo, Texas. Refinery facilities include crude distilling, naphtha reforming, fluid catalytic cracking, alkylation, hydrodesulfurization, and delayed coking units. The refinery produces a high percentage of transportation fuels, as well as fuel-grade petroleum coke, NGL and solvents. Refined petroleum products are distributed to customers in West Texas, New Mexico, Colorado and the Midcontinent region by company-owned and common carrier pipelines.

West Coast Region

Ferndale Refinery

The Ferndale Refinery is located on Puget Sound in Ferndale, Washington, approximately 20 miles south of the U.S.-Canada border. Facilities include crude distillation, naphtha reforming, fluid catalytic cracking, alkylation and hydrodesulfurization units. The refinery produces a high percentage of transportation fuels, as well as residual fuel oil, which is supplied to the northwest marine bunker fuel market. Most of the refined petroleum products are distributed to customers in the northwest United States by pipeline and barge.

Los Angeles Refinery

In the fourth quarter of 2025, consistent with our plan, we began idling the facilities and ceased fuel production. Full idling of all units will be completed over the coming months. We have submitted redevelopment project applications for both facilities, initiating the review process and allowing us to continue pursuing the redevelopment of the property for future uses. While we pursue these approvals, we plan to maintain all operating permits and hold units in a safe, clean and well-maintained state. See Note 4—Restructuring, in the Notes to Consolidated Financial Statements for additional information. Effective in the first quarter of 2026, activities associated with decommissioning and redeveloping the facilities will be included in Corporate and Other.

The Los Angeles Refinery consists of two facilities linked by pipeline located five miles apart in Carson and Wilmington, California, approximately 15 miles southeast of Los Angeles. Prior to the facility idling, the Carson facility served as the front end of the refinery by processing crude oil, and the Wilmington facility served as the back end of the refinery by upgrading the intermediate products to finished products. Historically, the refinery facilities included crude distillation, naphtha reforming, fluid catalytic cracking, alkylation, hydrocracking, and delayed coking units. The refinery produced a high percentage of transportation fuels, including California Air Resources Board (CARB)-grade gasoline. Refined petroleum products were distributed to customers in California, Nevada and Arizona by pipeline and truck.

MARKETING AND SPECIALTIES

The M&S segment purchases for resale and markets refined products, such as gasoline, distillates and aviation fuels, mainly in the United States and Europe. In addition, this segment includes the manufacturing and marketing of specialty products, such as base oils and lubricants.

Marketing

Marketing—United States

We market gasoline, diesel and aviation fuel through marketer and joint venture outlets that utilize our brands, including Phillips 66, Conoco and 76. At December 31, 2025, we had approximately 7,620 branded outlets in 48 states. Additionally, we hold brand licensing agreements covering approximately 40 sites in various U.S. territories.

Our wholesale operations utilize a network of marketers operating approximately 5,360 outlets. We place a strong emphasis on the wholesale channel of trade because of its relatively lower capital requirements. In addition, we hold brand-licensing agreements covering approximately 1,460 sites. Our refined products are marketed on both a branded and unbranded basis. A high percentage of our branded marketing sales are in the Midcontinent, Rockies and West Coast regions. Our wholesale marketing network is supplied by products produced at our refineries or by products purchased from other domestic and international sources. We also utilize consignment fuel arrangements with several marketers whereby we own the fuel inventory and pay the marketers a monthly fee.

In the Gulf Coast and East Coast regions, most sales are conducted via the unbranded channel of trade, which does not require a highly integrated marketing network to secure petroleum product placement for refinery pull through. We have export capability at our U.S. coastal refineries to meet international demand.

In addition to automotive gasoline and diesel, we produce and market aviation gasoline and jet fuel. Aviation gasoline and jet fuel are sold through dealers and independent marketers at approximately 800 Phillips 66 branded locations. Our network also includes assets for the domestic placement of renewable diesel.

We participate in joint ventures engaged in retail convenience store operations in the West Coast, as well as the Midcontinent and Rockies regions. These joint ventures enable us to secure long-term placement of our refinery production and participate in the retail value chain. At December 31, 2025, our retail joint ventures had approximately 780 outlets.

Marketing—International

In the United Kingdom we utilize the JET brand name to market retail and some wholesale products and at December 31, 2025, we had approximately 320 marketing outlets, of which 11 were company owned and approximately 310 were dealer owned. Additionally, we hold a 35% interest in approximately 960 predominantly *JET-*branded sites, which are located in Germany and Austria. This interest is held through a newly formed entity, JET Management Holding GmbH & Co. KG (JET Management Holding) which was formed on December 1, 2025. We also hold brand licensing agreements covering approximately 50 sites in Mexico.

We also market aviation fuels, LPG, heating oils, marine bunker fuels, and other secondary refined products to commercial customers and into the bulk or spot markets in the United Kingdom.

Significant Dispositions

On December 1, 2025, we divested 65% of our interest in Germany and Austria retail marketing business and retained a 35% non-operating equity interest through JET Management Holding.

On January 31, 2025, we sold our 49% ownership interest in Coop Mineraloel AG, a joint venture that markets refined petroleum products in Switzerland.

See Note 9—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding the above dispositions.

Specialties

Lubricants

We manufacture and sell automotive, commercial, industrial and specialty lubricants which are marketed worldwide under the Phillips 66, Kendall, Red Line and other private label brands.

In addition, we own a 50% interest in Excel Paralubes, an operated joint venture that owns a hydrocracked lubricant base oil manufacturing plant located adjacent to the Lake Charles Refinery. The facility has capacity to produce 22,200 B/D of high-quality Group II clear hydrocracked base oils. Excel Paralubes markets the produced base oil under the Pure Performance brand. The facility’s feedstock is sourced primarily from our Lake Charles Refinery.

RENEWABLE FUELS

The Renewable Fuels segment processes renewable feedstocks into renewable products at the Rodeo Complex and at our Humber Refinery. In addition, this segment includes the global activities to procure renewable feedstocks, manage certain regulatory credits, and market renewable diesel, renewable jet fuel and other renewable fuels.

Rodeo Complex

The Rodeo Complex can process approximately 50,000 B/D (800 million gallons per year) of renewable feedstocks, such as used cooking oil, vegetable oils and other low-carbon intensity waste oils and byproducts, into renewable fuels, including renewable diesel and renewable jet fuel. The renewable fuel production is primarily distributed to customers in California, Oregon and Washington.

During 2025, we completed a 30.2 megawatt solar facility within the Rodeo Complex. The solar facility reduces Rodeo Complex’s grid power demand by 50% and is expected to avoid approximately 33,000 metric tons a year of carbon dioxide, based on the U.S. Environmental Protection Agency’s (EPA’s) AVoided Emissions and geneRation Tool.

We have also continued to expand our Sustainable Aviation blueprint through a growing customer base and agreements with multiple airlines. In November 2025, we entered into an agreement to supply approximately 83 million gallons of sustainable aviation fuel (SAF) over three years to an international air cargo logistics company. The SAF in this agreement is expected to reduce life-cycle greenhouse gas emissions by approximately 737,000 metric tons compared to conventional jet fuel over the agreement period.

European Renewables

Our renewables value chain in the United Kingdom (European Renewables) globally sources a wide range of renewable feedstocks, including used cooking oil, for co-processing at the Humber Refinery, as well as for supplying products to the market, such as sustainable aviation fuel. In addition, European Renewables supplies renewable feedstocks, including tallow, to the Rodeo Complex.

ENERGY RESEARCH & INNOVATION

Our Energy Research & Innovation organization, located in Bartlesville, Oklahoma, includes scientists and engineers working in laboratories and pilot plants on our 440-acre research campus to develop technical solutions focused on advancing our business and solving tomorrow’s energy challenges. Areas of focus include feedstock characterization, renewables processing, and process optimization to enhance margins and reliability in our Refining, Midstream, M&S and Renewable Fuels segments.

HUMAN CAPITAL

Phillips 66 employees, our human capital, are guided by our values of safety, honor and commitment. Together, we operate as a high-performing organization by building breadth and depth in capabilities, pursuing excellence and doing the right thing. We empower our people to create and innovate, and to work in ways that are designed to enable us to deliver industry leading performance. At December 31, 2025, we had approximately 12,600 employees working toward our mission of providing energy and improving lives and our vision to be the leading integrated downstream energy provider.

We believe maintaining and enhancing a high-performing organization is critical to our success. Our employees promote our culture and are integral to achieving our strategic priorities and maximizing long-term shareholder value. We strive for continuous improvement of our high-performing organization, as we believe that our employees differentiate us in the marketplace.

The human capital measures and objectives that we focus on in managing our business and that we believe are important to understand our business, include:

  • Safety—Safety is foundational to our business. We endeavor to protect the health and safety of everyone who has a role in our operations and the communities in which we operate. We employ rigorous employee training and audit programs to drive ongoing improvement in personal safety as we strive for zero incidents. Under the variable cash incentive program, our personal safety performance is measured by Injuries from Serious Incidents (ISI) rate and maintaining an industry-leading Total Recordable Rate (TRR). ISI focuses on incidents with potential for more severe consequences and TRR measures the number of incidents per 200,000 hours worked. In 2025, our ISI rate was 0.018 and our combined workforce TRR was 0.11.

  • Culture**—Phillips 66 cultivates a culture where people lead with purpose and operate with accountability. “Our Energy in Action” behaviors—working for the greater good; creating an environment of trust; seeking different perspectives; and pursuing excellence—are integrated in how we lead, make decisions, and deliver results.

We routinely capture real time sentiment through engagement surveys and listening mechanisms that help leadership understand progress and pinpoint opportunities to enhance the employee experience.

  • Capability**—We build enterprise capability by expanding both depth and breadth of critical skills needed for Phillips 66’s future. This includes technical capability, accelerating leadership readiness and developing talent through rotational experiences, targeted development programs, and career pathways aligned with our evolving business strategy. Our performance and talent practices provide insights to strengths, opportunities, and future potential, enabling a more personalized development and better workforce planning.

We strive to take a systematic approach to capability, ensuring that learning, leadership development, talent reviews, and career mobility work together to create a high-performing, future-ready workforce.

Additionally, we strive to maintain a comprehensive, future-focused approach to enterprise talent management. This includes succession planning for critical roles, building a diverse leadership pipeline, assessing readiness, and identifying development experiences that accelerate leadership capability.

Our integrated talent processes—succession, talent reviews, leadership assessment, and strategic workforce planning—ensure we have the right people, with the right skills, in the right roles to advance our long-term shareholder value.

  • Performance**—We are committed to delivering exemplary and sustainable results by aligning our people, processes, and priorities to the company’s strategic goals. “Our Energy in Action” and leadership competencies are embedded into the ways we assess performance, ensuring leaders and teams deliver outcomes, model our behaviors, and drive excellence.

Additionally, “High Performing Organization” is one of the metrics used in our annual variable cash incentive program. In assessing “High Performing Organization,” we measure the progress we make towards achieving our strategic priorities, and in areas such as culture, engagement, talent, technology, human capital management, and our organization’s agility to adapt and respond to challenges, changing market conditions and other external factors.

COMPETITION

Our businesses operate in a competitive environment. Elements of competition for each of our Chemicals, Refining and Renewable Fuels segments include product improvement, new product development, low-cost structures, ability to source and run adequate and high-quality feedstocks, and efficient manufacturing and distribution systems. In the M&S segment, competitive factors include product properties, reliability of supply, customer service, price and credit terms, advertising and sales promotion, and development of customer loyalty to branded products. In the Midstream segment, our crude oil and refined petroleum products pipelines face competition related primarily to quality of customer service and reliability, competitive rates. the proximity of assets to customers and market hubs. In addition, the Midstream segment competes to deliver natural gas and NGL to customers. Principal methods of competing include economically securing the right to purchase raw natural gas for gathering systems, managing the pressure of those systems, operating efficient NGL and gas processing plants and securing placement for the products produced.

GENERAL

At December 31, 2025, we held a total of 583 active patents in 18 countries worldwide, including 445 active U.S. patents. The overall profitability of any operating segment is not dependent on any single patent, trademark, license or franchise.

In support of our goal to attain zero incidents, we seek to mitigate risks across the enterprise through a comprehensive Health, Safety and Environmental (HSE) management system that systematically identifies, assesses and manages risks to safeguard employees, contractors and the environment. Its focus is ongoing risk identification, prioritization and control while promoting continuous improvement in implementing HSE policies, meeting leadership expectations and upholding our core values. We strive for operating excellence by integrating our health, occupational safety, process safety and environmental principles throughout our business with a commitment to pursue continuous improvement.

We are subject to various federal laws and government regulations concerning environmental matters and employee safety and health in the United States and other countries. In addition, many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements. State and federal authorities may seek fines and penalties for violating these laws and regulations. The material effects of compliance with these government regulations upon our capital expenditures, earnings and competitive position are primarily associated with environmental regulations. See the environmental information contained in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Contingencies” under the captions “Environmental” and “Climate Change.” It includes information on expensed and capitalized environmental costs for 2025 and those expected for 2026 and 2027.

Website Access to Reports

Our Internet website address is http://www.phillips66.com. Information contained on our Internet website is not part of this Annual Report.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available on our website, free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC). Alternatively, you may access these reports at the SEC’s website at http://www.sec.gov.

Next: Item 1A. RISK FACTORS