Phillips 66 (PSX) 10-K risk factor changes: FY2025 vs FY2024

Each of these risk factors could adversely affect our business, operating [removed: results and] [added: results,] financial condition, [added: and reputation,] as well as the value of an investment in our securities.

[removed: - Factors] [added: Factors] associated with climate change legislation or regulation could result in increased operating costs, [removed: reduce] [added: reduced] demand for the refined petroleum products we produce and could otherwise have a material impact on our [removed: business.][added: business.]

[removed: - Continuing] [added: Continuing] political and social concerns about climate change and other [removed: Environmental, Social] [added: environmental] and [removed: Governance (ESG)] [added: social (E&S)] matters may result in changes to our business and significant expenditures, including litigation-related [removed: expenses.][added: expenses.]

[removed: - Increasing] [added: Increasing] regulatory focus on privacy and cybersecurity issues and expanding laws [added: and regulations] could expose us to increased liability, subject us to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our [removed: business.][added: business.]

[removed: - Negative] [added: Negative] sentiment towards fossil [removed: fuels and] [added: fuels,] increased attention to [removed: environmental and social] [added: E&S] matters, including climate change, [added: and our efforts to report on these matters] could adversely affect our business, the market price for our securities and our access to and cost of [removed: capital.][added: capital.]

- geopolitical risks, such as the ongoing global impact of conflicts in the Middle [removed: East and] [added: East,] Eastern [removed: Europe;][added: Europe and South America;]

Significant reductions in margins could require us to impair the carrying value of our assets (such as properties, plants and equipment, [removed: inventories] [added: inventories, equity investments] or goodwill) and may adversely affect our ability to fund our capital priorities, including share repurchases and dividends.

The ability of the members of OPEC to agree on and to set crude oil price and production controls and changes in trade flows from events such as the [removed: war] [added: conflicts] in Eastern Europe [added: and South America] have also had, and are likely to continue to have, a significant impact on the market prices of crude oil and certain of our products.

[removed: Changes to laws, regulations, policies or standards regarding renewable fuels or the feedstocks used to produce our renewable fuels, elimination or] reduction of incentives, as well as the cost of conforming with such updated laws, regulations, policies or standards could negatively impact the results of operations of our Renewable Fuels segment.

The level of successful drilling activity and prices of, and demand for, natural gas and crude oil, as well as producers’ desire and ability to obtain necessary permits are some of the factors that may affect new supplies of natural gas and [removed: NGL.][added: NGLs.]

If we are not able to obtain new supplies of natural gas [added: and NGLs] to replace the natural decline in volumes from existing wells or because of competition, throughput on our pipelines and the utilization rates of our treating and processing facilities would decline.

Our global operations expose us to risks associated with public health crises and outbreaks of epidemics, pandemics, or contagious [removed: diseases, such as the COVID-19 pandemic.][added: diseases.]

[removed: The refining and marketing] [added: Our] industry is highly competitive with respect to both feedstock supply and refined petroleum product markets.

Competitors that have their own production or extensive retail [removed: outlets (and] [added: outlets, including those with] greater brand-name [removed: recognition)] [added: recognition,] are at times able to offset losses from refining operations with profits from producing or retailing operations, and may be better positioned to withstand periods of depressed refining margins or feedstock shortages.

Our basis for approving large-scale capital-intensive projects, such as the recent conversion of our San Francisco Refinery into the Rodeo Complex, is the expectation that it will deliver an acceptable rate of return on [removed: the] capital [removed: invested.][added: employed.]

For example, adverse effects on the financial performance of our operations in the state of California or the useful lives of the assets related to such operations may result in the recognition of material asset impairment [removed: charges] [added: charges, accelerated depreciation] and asset retirement obligations.

We may face other regulatory changes in the [removed: U.S.] [added: United States] including, but not limited to, the enactment of tax law changes that adversely affect our industry, tariffs on imported material, components and feedstocks and retaliatory tariffs imposed by other countries on U.S. made goods, new emissions standards, restrictive flaring regulations, and more stringent requirements for environmental impact studies and reviews.

Hostilities in the Middle East, Eastern Europe [added: and South America] or elsewhere or the occurrence or threat of future terrorist attacks could adversely affect the economies of the [removed: U.S.] [added: United States] and other countries.

The Company has been and may again be subject to shareholder activism and the corporate actions advocated by the shareholder activist that may not align with the Company’s current business strategies and the best interests of all of the Company’s [removed: shareholders.][added: stakeholders.]

See Note [removed: 17—Contingencies] [added: 18—Contingencies] and Commitments, in the Notes to Consolidated Financial Statements.

Additionally, [removed: on August 25,] [added: in] 2022, the CARB adopted regulations that effectively ban the in-state sales of new cars containing internal combustion engines beginning in 2035.

Also, [removed: on December 15,] [added: in] 2022, CARB adopted its “2022 Scoping Plan for Achieving Carbon Neutrality,” which purports to provide a road map for California to achieve carbon neutrality (which it defines as removing as many carbon emissions from the atmosphere as it emits) by year 2045.

Additionally, certain states have recently [removed: passed] [added: passed, or are considering,] legislation seeking to recover financial damages allegedly associated with climate change from fossil fuel companies like the Vermont Climate Superfund Act passed [removed: by the Vermont Legislature] in [removed: May] 2024.

The future of the [removed: U.S.’s] [added: U.S.] climate change strategy and the impact to our industry and operations due to further GHG regulation is unknown at this time.

Federal, regional and state climate change and air emissions goals and regulatory programs are complex, subject to change and impose considerable uncertainty due to a number of factors including technological feasibility, legal challenges and [removed: potential] changes in federal policy.

[removed: Government efforts] [added: Efforts by governments or other private interests] to steer the public toward non-petroleum-based fuel dependent modes of transportation may foster a negative perception toward petroleum products or increase costs of our products, thus affecting the public’s attitude toward our major products.

Additionally, cities, counties, and other governmental entities in several states in the [removed: U.S.] [added: United States] began filing lawsuits against energy companies in 2017, including Phillips 66, seeking damages allegedly associated with climate change, and the plaintiffs are seeking unspecified damages and abatement under various tort theories.

Additionally, governments and private parties are also increasingly filing lawsuits or initiating regulatory action based on allegations that certain public statements regarding climate change and other [removed: ESG-related] [added: E&S-related] matters and practices by [removed: companies are false or misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes.]

Such lawsuits present a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or [removed: ESG] [added: E&S] disclosures and practices.

[removed: In addition, a host of single-use plastic bans and taxes have been passed by countries around the world and counties and municipalities throughout the U.S.] Increased regulation of, or prohibition on, the use of certain plastic products could reduce demand for certain products CPChem produces, which could negatively impact its financial condition, results of operations and cash flows, thereby negatively impacting our equity earnings by reducing the cash distributions that we receive from CPChem.

Our information technology and infrastructure, [removed: or information technology and infrastructure of our] [added: including systems operated by] third-party service providers (e.g., cloud-based service providers), may be vulnerable to attacks by malicious actors or breached due to human error, malfeasance or other disruptions, including ransomware and other malware, phishing and social engineering schemes, deepfakes, malicious software, data privacy incidents, insiders or others with authorized access, attempts to gain unauthorized access to our data and systems, and other cybersecurity incidents.

Generative artificial intelligence has [added: also] contributed to an increase in the prevalence of such attacks and threats, expanding [removed: our] potential exposure to disruptions.

Any of the foregoing [removed: can] [added: could] be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.

[removed: Further, we] [added: We also] have exposure to cybersecurity incidents and the negative impacts of such incidents related to our critical data and proprietary information housed on third-party IT systems, including cloud-based systems.

[removed: Although we devote significant resources to prevent cybersecurity incidents and protect our system and data, we have experienced actual and attempted cybersecurity incidents, and while] [added: While] we do not believe that any of these incidents has had a material effect on our business, operations or financial condition, it is possible that a future incident may have such an effect.

Furthermore, the continuing and evolving threat of cyberattacks has resulted in increased regulatory focus on [removed: prevention.][added: prevention, and, to the extent we face increased regulatory requirements, we may be required to expend significant additional resources to meet such requirements.]

Along with our own data and information collected in the normal course of our business, we and our [removed: partners] [added: suppliers and service providers] collect and retain certain data that is subject to specific laws and regulations.

The transfer and use of this [removed: data] [added: data,] both domestically and across international [removed: borders] [added: borders,] is becoming increasingly complex.

This data is subject to governmental regulation at the federal, state, international, national, provincial and local levels in many areas of our business, including data privacy and [removed: security laws such as the European Union (EU) and United Kingdom (UK) versions of the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).][added: cybersecurity laws.]

Members of the investment community are also increasing their focus on [removed: environmental and social (E&S)] [added: E&S] matters, including practices related to GHG emissions, climate change, business resilience, diversity and inclusion, environmental justice and other E&S matters.

Some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect us in the future.

Changes to laws, regulations, policies or standards regarding renewable fuels or the feedstocks used to produce our renewable fuels, elimination or

The level of successful drilling activity and prices of, and demand for, natural gas and crude oil, as well as producers’ desire and ability to obtain necessary permits are some of the factors that may affect new supplies of natural gas and NGLs.

If we are not able to obtain new supplies of natural gas and NGLs to replace the natural decline in volumes from existing wells or because of competition, throughput on our pipelines and the utilization rates of our treating and processing facilities would decline.

In January 2026, President Trump issued a memorandum directing the United States to withdraw from various international organizations and treaties related to climate change, and the administration has generally been pursuing a de-regulatory posture on environmental matters.

companies are false or misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes.

In addition, a host of single-use plastic bans and taxes have been passed by countries around the world and counties and municipalities throughout the United States.

Cybersecurity incidents and other disruptions could compromise our information and systems resulting in disruption of operations, financial loss and reputational harm.

Although we devote significant resources to prevent cybersecurity incidents and protect our system and data, we have experienced actual and attempted cybersecurity incidents.

The regulatory landscape governing cybersecurity continues to evolve, and federal, state and international authorities are increasing their oversight of cybersecurity practices, incident reporting and the protection of critical energy infrastructure.

Requirements related to operational technology, supply chain security, data governance and timely disclosure of cyber incidents are becoming more prescriptive, and additional rulemaking may further expand our compliance obligations.

As cyber threats targeting the energy sector grow in frequency and sophistication, we are required to devote additional resources to maintain and enhance our cybersecurity programs and controls.

Failure to comply with applicable cybersecurity laws and regulations, or to effectively identify, prevent or respond to a cyber event, could result in operational disruptions, increased costs, regulatory enforcement actions or adverse effects on our business.

Further, an increasing number of regulators and lawmakers have pursued contrary views, enforcement actions, or investigations, including those that aim to limit the consideration of E&S factors in investment decisions, which may expose us to additional legal, financial, or reputational risks.

Summary of Risk Factors

*Risks Related to Our Manufacturing and Operations*

- Margins for the products we produce are cyclical and volatile due to changes in market conditions, which are largely dependent on factors beyond our control, and directly affect our earnings, financial condition and cash flows.

- The prices at which we buy our feedstocks are dependent on market conditions that are beyond our control, and changes in supply and demand for the feedstocks we process directly impact the results of our business.

- Changes to government policies relating to renewable feedstocks and renewable fuels that adversely affect programs like the renewable fuels standards program, low-carbon fuels standards and tax credits for processing certain renewable feedstocks impact our financial condition and results of operations.

- Our operations are subject to planned and unplanned downtime, business interruptions, and operational hazards, any of which could adversely impact our ability to operate and could adversely impact our financial condition, results of operations and cash flows.

- We are subject to interruptions of supply and offtake, as well as increased costs, as a result of our reliance on third-party transportation of crude oil or other feedstocks, NGL, refined petroleum and renewable fuels products.

- Our investments in joint ventures decrease our ability to manage risk.

- Public health crises, epidemics and pandemics have had and could in the future have a material adverse effect on our business.

Any future widespread health crises could materially and adversely impact our business.

*Competition Risks*

- Refining, midstream and marketing competitors that produce their own feedstocks, have more extensive retail outlets, or have greater financial resources may have a competitive advantage.

- Our Midstream segment competes for natural gas supplies with other companies that provide midstream gathering and processing, transportation, fractionation and terminaling services, and a failure to grow or maintain throughput levels may negatively impact the results of operations of our business.

- Volatility in market demand for our petrochemical and plastics products and midstream transportation services and the risk of overbuild in these industries may negatively impact the results of operations of our businesses.

*Strategic Performance and Future Growth Risks*

- Large capital-intensive projects can take many years to complete, and the political and regulatory environments or market conditions could change significantly between the project approval date and the project startup date, negatively impacting expected project returns.

- Plans we or our joint ventures may have to expand or construct assets or develop new technologies, and plans for our future performance are subject to risks associated with societal and political pressures and other forms of opposition to the future development, transportation and use of petroleum-based and renewables-based fuels.

Such risks could adversely impact our business and results of operations.

- Political and economic developments could affect our operations and materially reduce our profitability and cash flows.

- We may not be able to effectively identify, whether through acquisition, investment or development, lower-carbon opportunities on favorable terms, or at all, and failure to do so could limit our growth, our ability to participate in the energy transition, and our ability to meet our environmental goals and targets.

- Our business could be negatively impacted as a result of shareholder activism.

*Legal, Regulatory, and Environmental, Climate and Weather Risks*

- We are subject to a variety of legal proceedings and other claims arising out of our operations which may adversely impact our business and financial condition.

- Climate change and severe weather may adversely affect our and our joint ventures’ facilities and ongoing operations.

- There are certain environmental hazards and risks inherent in our operations that could adversely affect those operations and our financial results.

- We expect to continue to incur substantial capital expenditures and operating costs to comply with existing and future environmental laws and regulations.

- Increased regulation of the fossil fuel industry, particularly with respect to hydraulic fracturing, could result in reductions or delays in the production of crude oil and natural gas, which could adversely impact our results of operations.

- Compliance with the EPA’s Renewable Fuel Standard (RFS) could adversely affect our financial results.

- Societal, technological, political and scientific developments around emissions and fuel efficiency may decrease demand for petroleum-based fuels.

- Increased concerns regarding plastic waste in the environment, consumers selectively reducing their consumption of plastic products due to recycling concerns, or new or more restrictive regulations and rules related to plastic waste could reduce demand for CPChem’s plastic products and could negatively impact our equity interest.

*Cybersecurity and Data Privacy Risks*

- Cybersecurity incidents and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

*Indebtedness, Capital Markets and Financial Risks*

- Uncertainty and illiquidity in credit and capital markets can impair our ability to obtain credit and financing on acceptable terms and can adversely affect the financial strength of our business partners.

- Our published GHG emissions intensity reduction goals and other E&S targets we may set in the future could negatively impact our business.

- We do not fully insure against all potential losses, including those from extreme weather events or natural disasters, and, therefore, our business, financial condition, results of operations and cash flows could be adversely affected by unexpected or underinsured liabilities and increased costs.

- Deterioration in our credit profile could increase our costs of borrowing money, limit our access to the capital markets and commercial credit, and could trigger co-venturer rights under joint venture arrangements.

- The level of returns on pension and postretirement plan assets and the actuarial assumptions used for valuation purposes could affect our earnings and cash flows in future periods.

- We may incur losses as a result of our forward contracts and derivative transactions.

- We are subject to continuing contingent liabilities of ConocoPhillips following the separation.

At December 31, [removed: 2024,] [added: 2025,] we had total assets of [removed: $72.6] [added: $73.7] billion.

During [removed: 2024,] [added: 2025,] we reported earnings of [removed: $2.1] [added: $4.4] billion and generated [removed: $4.2] [added: $5] billion in cash from operating activities.

We funded capital expenditures and investments of [removed: $1.9] [added: $2.2] billion, completed acquisitions [removed: for cash consideration] of [removed: $625 million, purchased government obligations] [added: $3.5 billion, net] of [removed: $1.1 billion that were ultimately used to extinguish debt,] [added: cash acquired] and received proceeds from asset dispositions of [removed: $1.1] [added: $3.5] billion.

Additionally, we [removed: received proceeds from debt issuances, net] [added: paid $0.4 billion] of debt repayments, [added: net] of [removed: $2.1 billion.][added: proceeds from debt issuances.]

We paid [removed: $3.5] [added: $1.2] billion to repurchase common stock and $1.9 billion to fund dividends on our common stock.

We ended [removed: 2024] [added: 2025] with [removed: $1.7] [added: $1.1] billion of cash and cash equivalents and [removed: $4.6] [added: $5.7] billion of total committed capacity available under our credit facilities.

In January 2025, we announced the next phase of [added: the company’s strategic] priorities along with financial and operational [removed: initiatives] [added: performance targets] through year-end 2027.

[removed: With these targets,] [added: These targets demonstrate] the [removed: company is continuing to] [added: company’s continued] focus on [removed: creating shareholder value; driving] [added: world-class operations;] disciplined growth and returns; [removed: and maintaining] financial strength and [removed: flexibility.][added: flexibility and shareholder returns.]

Our [removed: new] [added: financial] target aims to return greater than 50% of net cash provided by operating [removed: activities] [added: activities, excluding working capital,] to shareholders through share repurchases and dividends.

[removed: The] [added: This] amount and timing of future dividend payments and the level and timing of future share repurchases is subject to the discretion of, and approval by, our Board of Directors and will depend on various factors including our share price, results of operations, financial condition and cash required for future business plans.

[removed: - World-Class Operations – We are focused on achieving operational excellence by optimizing] [added: Optimizing] utilization rates and product yield at our refineries through reliable and safe [removed: operations, which] [added: operations] will enable us to capture the value available in the market in terms of prices and margins.

[removed: With our new targets, we will] [added: We] remain focused on a competitive cost structure and plan to enhance Refining segment returns and increase our utilization rates by focusing on low-capital, higher-return projects that increase asset reliability and improve market capture.

[removed: Our] [added: During 2025, our] worldwide refining crude oil capacity [added: average] utilization rate was [removed: 95%] [added: 94%] for [removed: 2024,] [added: 2025,] and our worldwide refining clean product yield was [removed: 87%, compared to 92% and 85%, respectively, in 2023.][added: 87%.]

[removed: Our new priorities for 2025-2027] [added: ▪We] continue to focus on Refining performance, targeting an annual clean product yield of greater than 86%, crude oil capacity utilization rates higher than industry [removed: average,] [added: average] and continuing to improve our competitive cost structure.

- [removed: Disciplined] [added: Disciplined] Growth and Returns – A disciplined capital allocation process ensures we [removed: invest in projects] [added: make investments] that are expected to generate competitive returns.

▪Our [removed: new] financial targets [removed: for 2025-2027] [added: through 2027] reflect our plans to [added: organically] grow [added: our] Midstream and Chemicals businesses, as well as maintain total annual capital expenditures and investments of approximately [removed: $2] [added: $2.5] billion, [removed: excluding acquisitions.][added: including capital related to WRB following the consolidation on October 1, 2025.]

Our focus remains on protecting the stable cash generation from the Midstream and [removed: Marketing and Specialties (M&S)] [added: M&S] businesses while [removed: balancing continued portfolio optimization.][added: evaluating future opportunities to optimize our portfolio.]

▪During [removed: 2024,] [added: 2025,] we used available cash and proceeds from asset dispositions and debt offerings to fund capital expenditures and investments, [removed: complete the acquisition of Pinnacle Midstream, purchase government obligations that were ultimately used to extinguish debt,] repurchase shares of our common stock and pay dividends on our common stock.

▪We are targeting reductions of total debt to $17 billion and reductions of our [removed: debt to capital ratio.][added: debt-to-capital ratio by the end of 2027.]

See Note [removed: 3—DCP Midstream, LLC] [added: 18—Contingencies] and [removed: DCP Midstream, LP Mergers,] [added: Commitments,] in the Notes to Consolidated Financial Statements for additional information.

Our NGL [removed: business, including DCP Midstream Class A Segment, DCP Sand Hills Pipeline, LLC (DCP Sand Hills) and DCP Southern Hills Pipeline, LLC (DCP Southern Hills),] [added: business] contains both fee-based operations and operations directly impacted by NGL and natural gas prices.

The weighted-average NGL price was [removed: $0.68] [added: $0.64] per gallon during [removed: 2024,] [added: 2025,] compared with [removed: $0.67] [added: $0.68] per gallon during [removed: 2023.][added: 2024.]

The Henry Hub natural gas price was [removed: $2.24] [added: $3.54] per million British thermal units (MMBtu) during [removed: 2024,] [added: 2025,] compared with [removed: $2.53] [added: $2.24] per MMBtu during [removed: 2023.][added: 2024.]

The [removed: increase] [added: decrease] in NGL prices was primarily due to [removed: higher demand and] increased [removed: exports,] [added: supply,] while the [removed: decrease] [added: increase] in natural gas prices was [removed: partially] due to increased [removed: production and constraints on Permian] [added: liquified] natural gas [removed: exit capacity.][added: exports as U.S. export infrastructure increases.]

The benchmark high-density polyethylene chain margin was [removed: 17.7] [added: 7.1] cents per pound in [removed: 2024,] [added: 2025,] compared with [removed: 16.4] [added: 17.7] cents per pound in [removed: 2023.][added: 2024.]

The composite 3:2:1 market crack spread for our business [removed: decreased] [added: increased] to an average of [removed: $16.95] [added: $20.42] per barrel during [removed: 2024,] [added: 2025,] from an average of [removed: $28.37] [added: $16.95] per barrel in [removed: 2023.][added: 2024.]

The price of U.S. benchmark crude oil, West Texas Intermediate at Cushing, Oklahoma, decreased to an average of [removed: $75.83] [added: $64.89] per barrel during [removed: 2024,] [added: 2025,] from an average of [removed: $77.69] [added: $75.83] per barrel in [removed: 2023.][added: 2024.]

The decrease in crude oil prices was primarily driven by increased [added: global production, including] production in the United [removed: States and other countries outside of the Organization of the Petroleum Exporting Countries (OPEC).][added: States.]

[removed: Our Renewable Fuels] [added: In addition, this] segment [removed: consists of the operations and assets of the Rodeo Complex, as well as the] [added: includes] global activities to procure renewable feedstocks, manage certain regulatory credits, and market renewable fuels.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Midstream | | | $ | [removed: 2,638] [added: 2,817] | | | | | [removed: 2,819] [added: 2,638] | | | | | | [removed: 5,176] [added: 2,819] | | |

| Chemicals | | | [removed: 876] [added: 297] | | | | | | [removed: 600] [added: 876] | | | | | | [removed: 856] [added: 600] | | |

| Refining | | | [removed: (365)] [added: (274)] | | | | | | [removed: 5,340] [added: (365)] | | | | | | [removed: 7,976] [added: 5,340] | | |

| Marketing and Specialties | | | [removed: 1,011] [added: 4,500] | | | | | | [removed: 1,897] [added: 1,011] | | | | | | [removed: 2,072] [added: 1,897] | | |

| Renewable Fuels | | | [removed: (198)] [added: (380)] | | | | | | [removed: 153] [added: (198)] | | | | | | [removed: 171] [added: 153] | | |

| Corporate and Other | | | [removed: (1,287)] [added: (1,540)] | | | | | | [removed: (1,340)] [added: (1,287)] | | | | | | [removed: (1,612)] [added: (1,340)] | | |

| Income before income taxes | | | [removed: 2,675] [added: 5,420] | | | | | | [removed: 9,469] [added: 2,675] | | | | | | [removed: 14,639] [added: 9,469] | | |

| Income tax expense | | | [removed: 500] [added: 892] | | | | | | [removed: 2,230] [added: 500] | | | | | | [removed: 3,248] [added: 2,230] | | |

| Net income | | | [removed: 2,175] [added: 4,528] | | | | | | [removed: 7,239] [added: 2,175] | | | | | | [removed: 11,391] [added: 7,239] | | |

| Less: net income attributable to noncontrolling interests | | | [removed: 58] [added: 125] | | | | | | [removed: 224] [added: 58] | | | | | | [removed: 367] [added: 224] | | |

- World-Class Operations – We are focused on operational and cost reduction targets driving world-class operations across our portfolio.

▪During the fourth quarter of 2025, we ceased fuel production and began idling the facilities at our Los Angeles Refinery.

▪In 2025, we funded capital expenditures and investments of $2.2 billion and completed a Midstream acquisition of $2.2 billion.

We also acquired the remaining 50% interest in WRB Refining LP (WRB) for $1.3 billion, which will enable full integration with our broader value chain and expand our position in the Central Corridor region.

This growth was achieved in part through $3.5 billion in proceeds from asset dispositions, including $1.7 billion from the sale of 65% of our interest in Germany and Austria retail marketing business (Germany and Austria Marketing), $1.2 billion from the sale of our 49% interest in Coop Mineraloel AG (Coop), and $853 million from the sale of DCP Midstream, LP’s (DCP LP) 25% ownership in Gulf Coast Express Pipeline LLC (GCX).

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

▪We budgeted $2.4 billion for 2026 capital expenditures and investments, exclusive of acquisitions and our share of capital spending by equity affiliates.

This includes $1.3 billion of growth capital, primarily in our Midstream segment.

▪In February 2026, our Board of Directors declared a quarterly cash dividend of $1.27 per common share, representing a $0.07 increase, reflecting our commitment to a secure, competitive and growing dividend.

The decrease was mainly due to higher ethane prices, partially driven by rising natural gas prices, and continued industry oversupply from capacity additions.

The increase in the composite market crack spread was primarily driven by stronger petroleum diesel demand, supported by low seasonal inventories, and lower crude prices.

Our Renewable Fuels segment processes renewable feedstocks into renewable products at the Rodeo Renewable Energy Complex (Rodeo Complex) and at our Humber Refinery.

*2025 vs. 2024*

The increase in 2025 was primarily due to a before-tax aggregate gain of $1.9 billion associated with the partial sale of Germany and Austria Marketing in December 2025, improved realized refining margins, primarily driven by higher market crack spreads, as well as a before-tax gain of $1 billion associated with the sale of our investment in Coop recognized in January 2025 in the M&S segment.

These increases were partially offset by a before-tax impairment of $948 million recognized in the third quarter of 2025, related to our equity method investment in WRB, as well as lower equity earnings from CPChem.

*2025 vs. 2024*

Sales and other operating revenues decreased 8%, primarily due to lower prices for crude oil, refined petroleum products, and NGL, partially offset by higher crude oil, NGL, renewable diesel, and renewable jet fuel sales volumes.

Purchased crude oil and products decreased 11% in 2025, primarily due to lower prices for crude oil, refined petroleum products, and NGL, partially offset by higher crude oil and NGL product purchase volumes.

Equity in earnings of affiliates decreased 57% in 2025, primarily due to lower equity earnings from CPChem and Excel Paralubes LLC (Excel Paralubes) as a result of decreased margins.

The decrease in 2025 was additionally impacted by lower equity earnings from the sales of ownership interests in Coop and GCX in January 2025, as well as lower equity earnings from WRB prior to our acquisition on October 1, 2025, due to lower refining margins.

See the Chemicals segment analysis in the “Segment Results” section for additional information regarding CPChem.

See Note 9—Investments, Loans and Long-Term Receivables, and Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information regarding the sales of ownership interests and WRB acquisition, respectively.

Net gain on dispositions increased $2,663 million in 2025, primarily due to a before-tax gain of $1.9 billion associated with the partial sale of Germany and Austria Marketing in December 2025, as well as a before-tax gain of $1 billion associated with the sale of our investment in Coop in January 2025, both recognized in the M&S segment.

These increases were partially offset by the absence of a before-tax gain of $238 million recognized in the Midstream segment in the second quarter of 2024, associated with the sale of our ownership interest in Rockies Express Pipeline LLC (REX).

Other income increased $195 million in 2025, primarily due to the recognition of Clean Fuel Production credits beginning in 2025.

Operating expenses increased $484 million in 2025, primarily due to our acquisitions of WRB in October 2025 and Coastal Bend in April 2025.

Selling, general and administrative expenses decreased 13% in 2025, mainly driven by an accrual of $605 million recorded in 2024 related to litigation with Propel Fuels, Inc. (Propel Fuels), compared with $262 million recorded in 2025 related to the same matter.

Depreciation and amortization increased 38% in 2025, primarily due to accelerated depreciation for the Los Angeles Refinery, as well as additional depreciation on the assets from the Coastal Bend acquisition in April 2025.

See Note 4—Restructuring, in the Notes to Consolidated Financial Statements for information regarding the cessation of fuel production and idling of the Los Angeles Refinery and Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for information regarding the Coastal Bend acquisition.

Impairments increased $604 million in 2025, primarily due to the before-tax impairment of $948 million related to our equity method investment in WRB recognized in the third quarter of 2025.

This was partially offset by a before-tax impairment of $224 million recognized in the second quarter of 2024 related to certain Midstream gathering and processing assets in Texas and a before-tax impairment of $163 million recognized in the first quarter of 2024 related to certain crude oil processing and logistics assets in California.

Taxes other than income taxes increased $462 million in 2025, primarily due to the expiration of the Biodiesel Blender Tax Credit as of December 31, 2024.

Interest and debt expense increased 15% in 2025, primarily driven by higher average debt balances.

Net income attributable to noncontrolling interests increased $67 million in 2025, due to improved results from DCP LP, including a gain on sale of DCP LP’s equity investment in GCX in January 2025.

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

†*Includes volumes from the Coastal Bend acquisition, effective April 1, 2025.

See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.*

*2025 vs. 2024*

The decrease in 2025 was primarily due to the impacts from the sale of our ownership interest in REX in the second quarter of 2024, lower equity earnings from Dakota Access, LLC and the retirement of a rail rack at the Los Angeles Refinery.

The increase was due to a before-tax impairment charge recognized in 2024 associated with certain gathering and processing assets in Texas and results from the Coastal Bend operations acquired in April 2025.

In November 2022, we announced financial and operational targets toward achieving the company’s strategic priorities, and in October 2023, we announced updates and enhancements to certain of those targets.

The strategic priority targets were focused on achieving financial and operational goals through year-end 2024, with an emphasis on delivering shareholder returns; improving refining performance; capturing value from wellhead-to-market; executing business transformation initiatives; maintaining financial strength and flexibility; and driving disciplined growth and returns.

As the company has completed its business transformation efforts, the company has shifted to operational and cost reduction targets intended to drive world-class operations across its portfolio, while maintaining emphasis on growing its Midstream and Chemicals businesses.

With the return of $5.3 billion to shareholders through share repurchases and dividends during 2024, we achieved our target of returning between $13 billion and $15 billion to our shareholders from July 2022 to year-end 2024, as we distributed a total of $13.6 billion to shareholders.

At year-end 2024, we achieved final total company run-rate cost savings of $1.5 billion through our business transformation efforts, including a $0.3 billion reduction of sustaining capital, exceeding our targeted savings on a run-rate basis.

▪During 2024, we completed the conversion of our San Francisco Refinery in Rodeo, California, into the Rodeo Renewable Energy Complex (Rodeo Complex).

▪In 2024, we funded capital expenditures and investments of $1.9 billion and completed acquisitions of $0.6 billion through disciplined capital allocation and $1.1 billion in proceeds from asset dispositions.

In January 2025, we received proceeds from asset dispositions of $2.1 billion and we will continue to evaluate future opportunities to rationalize our asset portfolio.

We have budgeted $2.1 billion for 2025 capital expenditures and investments, exclusive of acquisitions, which includes $1.1 billion of growth capital, primarily in our Midstream segment.

▪During 2024, we expanded our Midstream NGL wellhead-to-market platform with the acquisition of Pinnacle Midland Parent LLC (Pinnacle Midstream) and approval of a follow-on processing plant expansion in the Midland Basin expected to be completed in mid-2025.

In addition, we achieved over $500 million of run-rate synergies from the integration of DCP Midstream Class A Segment, which is comprised of the businesses, activities, assets and liabilities of DCP Midstream, LP (DCP LP) and its subsidiaries and general partner entities, surpassing our target.

*Basis of Presentation*

Effective April 1, 2024, we changed the internal financial information reviewed by our chief executive officer to evaluate performance and allocate resources to our operating segments.

This resulted in changes to the composition of our operating segments, as well as measurement changes for certain activities between our operating segments.

The primary effects are summarized below.

Prior period information has been recast for comparability.

- Establishment of a Renewable Fuels operating segment, which includes renewable fuels activities and assets historically reported in our Refining, M&S and Midstream operating segments.

- Change in method of allocating results for certain Gulf Coast distillate export activities from our M&S operating segment to our Refining operating segment.

- Reclassification of certain crude oil and international clean products trading activities between our M&S operating segment and our Refining operating segment.

- Change in reporting of our investment in NOVONIX Limited (NOVONIX) from our Midstream operating segment to Corporate and Other.

In the third quarter of 2024, we began presenting the line item “Capital expenditures and investments” on our consolidated statement of cash flows exclusive of acquisitions, net of cash acquired.

Prior period information has been reclassified for comparability.

Starting on August 18, 2022, our Midstream operating segment and consolidated results reflect the impacts of the merger of DCP Midstream, LLC and Gray Oak Holdings LLC Merger (DCP Midstream Merger).

The increase was mainly due to improved polyethylene sales prices and lower natural gas and ethane prices.

The decrease in the composite market crack spread was primarily driven by higher supply due to increased global refining utilization and lower global prices for gasoline and diesel.

| | | | | | | | | | | | | | | | | | |

*2023 vs. 2022*

The decrease in 2023 was primarily due to the recognition of an aggregate before-tax gain of $3,013 million in 2022 in our Midstream segment in connection with the DCP Midstream Merger, and a decline in realized refining margins, partially offset by a decrease in income tax expense and lower unrealized investment losses related to our investment in NOVONIX.

Sales and other operating revenues and purchased crude oil and products decreased 13% and 15%, respectively, in 2023.

These decreases were mainly due to lower prices for refined petroleum products, crude oil and NGL.

Equity in earnings of affiliates decreased 32% in 2023, resulting from lower equity earnings from DCP Midstream, DCP Sand Hills, DCP Southern Hills and Gray Oak Pipeline as a result of the DCP Midstream Merger in August 2022, as well as decreased equity earnings from WRB and CPChem primarily due to lower margins, partially offset by lower operating costs.

Net gain on dispositions increased $108 million in 2023, primarily due to a before-tax gain recognized in the Midstream segment in the third quarter of 2023 associated with the sale of our 25% ownership interest in the South Texas Gateway Terminal.

Other income decreased $2,378 million in 2023, primarily due to an aggregate before-tax gain of $3,013 million recognized in our Midstream segment in connection with the DCP Midstream Merger in August 2022.

The decrease was partially offset by lower unrealized investment losses on our investment in NOVONIX in 2023 compared with 2022, and higher interest income.

Selling, general and administrative expenses increased 16% in 2023, mainly driven by the consolidation of DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern Hills starting in August 2022 and higher costs associated with our business transformation.

These increases were partially offset by lower selling expenses due to decreased refined petroleum product prices.

Depreciation and amortization increased 21% in 2023, primarily due to additional depreciation and amortization related to assets acquired as a result of consolidating DCP Midstream Class A Segment, DCP Southern Hills and DCP Sand Hills starting in August 2022.

Taxes other than income taxes increased 33% in 2023, primarily due to consolidating DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern Hills starting in August 2022 and an increase in environmental taxes.

Interest and debt expense increased 45% in 2023, primarily driven by higher interest expense as a result of consolidating DCP Midstream Class A Segment, new debt issuances in 2023 related to the DCP LP Merger, and a $53 million before-tax loss on the early redemption of DCP LP’s 5.850% junior subordinated notes.

Net income attributable to noncontrolling interests decreased 39% in 2023.

- Balance physical systems or meet our [removed: refinery] [added: asset] requirements and market demand.

Using Monte Carlo simulation, a 95% confidence level and a one-day holding period, the VaR for derivative commodity instruments issued or held at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] was immaterial to our cash flows and results of operations.

| Expected Maturity Date | | | | | | Fixed Rate Maturity [added: *] | | | | | | | | | Average Interest Rate | | | | | | Floating Rate Maturity | | | | | | | | | Average Interest Rate | | |

| [removed: Year-End 2024] [added: Year-End 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2025 | | | | | | [removed: $] [added: $] | | | [removed: 584] [added: 584] | | | | | | [removed: 5.19] [added: 5.19] | | [removed: %] [added: %] | | | | [removed: $] [added: $] | | | [removed: 1,210] [added: 1,210] | | | | | | [removed: 5.05] [added: 5.05] | | [removed: %] [added: %] |

| 2026 | | | | | | | | | [removed: 992] [added: 992] | | | | | | [removed: 2.42] [added: 2.42] | | | | | | | | | [removed: 550] [added: 550] | | | | | | [removed: 5.45] [added: 5.45] | | |

| Remaining years | | | | | | | | | [removed: 12,776] [added: 12,776] | | | | | | [removed: 4.94] [added: 4.94] | | | | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | |

| Total | | | | | | [removed: $] [added: $] | | | [removed: 18,102] [added: 18,102] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 1,760] [added: 1,760] | | | | | | | | |

| Fair value | | | | | | [removed: $] [added: $] | | | [removed: 16,913] [added: 16,913] | | | | | | | | | | | | [removed: $] [added: $] | | | [removed: 1,760] [added: 1,760] | | | | | | | | |

| [removed: Year-End 2023] [added: Year-End 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2027 | | | | | | | | | 1,250 | | | | | | 5.22 | | | | | | | | | [removed: 25] [added: —] | | | | | | [removed: 6.51] [added: —] | | |

[removed: The] [added: In October 2024, we entered into a foreign currency derivative] instrument [removed: is] in connection with the sale of our 49% ownership interest in Coop, [removed: which closed] [added: and this instrument was settled upon closing of the sale] in January 2025.

[removed: For additional information, see] [added: See] Note 9—Investments, Loans and Long-Term [removed: Receivables.][added: Receivables for additional information on these derivative instruments.]

For additional information about our use of derivative instruments, see Note [removed: 18—Derivatives] [added: 19—Derivatives] and Financial Instruments, in the Notes to Consolidated Financial Statements.

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of [removed: 1934.][added: 1934, as amended.]

We based these forward-looking statements on our current expectations, estimates and projections about us, our operations, our joint ventures and entities in which we have equity interests, as well as the industries in which we and they [removed: operate,] [added: operate] and our sustainability-related plans and goals.

We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, as they are not guarantees of future performance and involve assumptions that, while made in good faith, may prove to be [removed: incorrect,] [added: incorrect] and involve risks and uncertainties we cannot predict.

The information included in, and any issues identified as material for purposes of, our sustainability reports shall not be considered material for [removed: SEC] [added: U.S. Securities and Exchange Commission] reporting purposes.

| 2026 | | | | | | $ | | | 592 | | | | | | 3.17 | | % | | | | $ | | | 400 | | | | | | 4.25 | | % |

| 2030 | | | | | | | | | 1,150 | | | | | | 3.71 | | | | | | | | | — | | | | | | — | | |

| Remaining years | | | | | | | | | 13,625 | | | | | | 5.21 | | | | | | | | | — | | | | | | — | | |

| Total | | | | | | $ | | | 19,117 | | | | | | | | | | | | $ | | | 400 | | | | | | | | |

| Fair value | | | | | | $ | | | 18,324 | | | | | | | | | | | | $ | | | 400 | | | | | | | | |

Includes junior subordinated notes issued in September 2025, see Note 15—Debt, in the Notes to Consolidated Financial Statements for additional information.*

| 2029 | | | | | | | | | 1,200 | | | | | | 4.14 | | | | | | | | | — | | | | | | — | | |

In May 2025, we entered into foreign currency forward contracts in connection with the sale of 65% of our interest in Germany and Austria Marketing and this instrument was settled upon closing of the sale in December 2025.

| 2024 | | | | | | $ | | | 1,100 | | | | | | 1.32 | | % | | | | $ | | | 350 | | | | | | 6.38 | | % |

| 2025 | | | | | | | | | 1,975 | | | | | | 4.43 | | | | | | | | | — | | | | | | — | | |

| 2026 | | | | | | | | | 992 | | | | | | 2.42 | | | | | | | | | 1,250 | | | | | | 6.46 | | |

| Remaining years | | | | | | | | | 10,676 | | | | | | 4.74 | | | | | | | | | 290 | | | | | | 6.46 | | |

| Total | | | | | | $ | | | 17,293 | | | | | | | | | | | | $ | | | 1,915 | | | | | | | | |

| Fair value | | | | | | $ | | | 16,718 | | | | | | | | | | | | $ | | | 1,915 | | | | | | | | |

In October 2024, we entered into a foreign currency derivative instrument and recognized a before-tax gain of $67 million.

This instrument was settled in January 2025.

During the fourth quarter of [removed: 2024, two] [added: 2025, there were no] new matters [removed: arose,] and [removed: there were] [added: two] material developments with respect to [removed: two] matters previously [removed: reported, that resolved those matters, which are all described below.][added: reported.]

Except as [removed: otherwise set forth herein,] [added: previously reported,] we do not [removed: currently] believe [removed: that the eventual outcome of] [added: we are subject to] any [removed: matters previously reported, but still unresolved,] [added: matters,] individually or in the aggregate, [removed: could] [added: that would] have a material adverse effect on our business, financial condition, results of operations or cash flows.

In November 2024, Phillips 66 Company received an indictment from a federal grand jury in the United States District Court for the Central District of California alleging two counts of negligently violating the Clean Water Act and four counts of knowingly violating the Clean Water Act at [added: the Carson portion of] its Los Angeles Refinery.

The matter relates to alleged wastewater permit [removed: violations and is ongoing.][added: violations.]

*Matters Previously Reported (unresolved or resolved since the quarterly report on Form 10-Q for the quarterly period ended September 30, [removed: 2024)*][added: 2025)*]

As described further in the “Legal Proceedings” section of Note [removed: 17—Contingencies] [added: 18—Contingencies] and Commitments, in the Notes to Consolidated Financial Statements, on February 17, 2022, Propel Fuels, Inc. (Propel Fuels) filed a lawsuit in the Superior Court of California, County of Alameda (the Propel Court), alleging that Phillips 66 Company misappropriated trade secrets related to Propel Fuels’ renewable fuels [removed: business.][added: business during and after due diligence.]

[added: Based on the willfulness finding,] Propel Fuels [removed: has] asked the Propel Court to [removed: grant treble damages] [added: award $1.2 billion in exemplary damages,] and Phillips 66 Company [removed: has] filed a brief in opposition to that request.

While Phillips 66 Company believes the jury verdict is not legally or factually [removed: supported and intends to pursue post-judgment remedies and file an appeal,] [added: supported,] there can be no assurances that such defense efforts will be successful.

See [removed: “Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)” section of] Note [removed: 9—Investments, Loans and Long-Term Receivables and Note 17—Contingencies] [added: 18—Contingencies] and Commitments, in the Notes to Consolidated Financial Statements for additional information regarding Legal Proceedings and other regulatory actions.

On January 20, 2026, a Deferred Prosecution Agreement was entered obligating Phillips 66 to pay an $8 million penalty to the U.S. Government and $28,572 in restitution to the Los Angeles County Sanitation Districts, update certain policies and training related to Clean Water Act compliance, and conduct auditing relating to Clean Water Act compliance at two operating facilities.

*Propel Fuels Litigation*

A hearing on exemplary damages was held on March 4, 2025, and the Propel Court awarded Propel Fuels $195 million in exemplary damages on July 30, 2025.

On August 5, 2025, the Propel Court entered a final judgment against Phillips 66 Company in the amount of $833 million.

The judgment includes the $604.9 million jury verdict, $195 million of exemplary damages, and $33.3 million of pre-judgment interest at 7%.

Post-judgment interest of 10% is accruing from the date of the final judgment.

On August 25, 2025, Phillips 66 Company filed three post-trial motions requesting that the Propel Court render judgment in favor of Phillips 66 Company, grant a new trial, and/or reduce the damages award.

On October 20, 2025, the Propel Court denied Phillips 66 Company’s motions.

On November 14, 2025, Phillips 66 Company filed its Notice of Appeal, which has been assigned to Division Two of the First District Court of Appeal.

Separately, on October 24, 2025, Propel Fuels filed additional motions with the Propel Court seeking attorney’s fees and costs.

Phillips 66 Company filed its opposition to that request on January 13, 2026, and once the record on this issue is complete, the Propel Court will rule on these motions.

Until the final resolution of this matter, we may be exposed to losses in excess of the amount recorded, and such amounts may have a material adverse effect on our financial position.

See the “Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)” section of Note 9—Investments, Loans and Long-Term Receivables.

*New Matters*

In December 2024, the Bay Area Air Quality Management District (BAAQMD) offered to settle 172 notices of alleged violations of air regulations by the Rodeo Complex dating back to 2016.

Settlement negotiations are underway, and resolution is expected in 2025.

If convicted of all charges, Phillips 66 would face a statutory maximum fine exceeding $1 million.

In 2025, the Propel Court is expected to rule on motions anticipated to be filed by Propel Fuels seeking exemplary damages and attorneys’ fees.

Also in 2025, the Propel Court is expected to rule on Phillips 66 Company’s motions for a judgment in its favor as a matter of law, or in the alternative to reduce the jury’s verdict or to grant a new trial.

To the extent Phillips 66 Company is required to pay exemplary damages, it may have a material adverse effect on our financial position and results of operations.

On August 30, 2024, the Colorado Department of Public Health & Environment, Air Pollution Control Division (APCD) sent DCP Operating Company, LP (DCP) a Compliance Order on Consent alleging violations at its Enterprise Compressor Station of AQCC Regulation 7 and DCP’s permit conditions.

This matter was resolved in the fourth quarter of 2024 with an agreement to pay a penalty and an economic benefit reimbursement totaling less than $1 million.

On May 12, 2023, the EPA, Region 6, sent DCP a Notice of Violation and Opportunity to Confer regarding alleged violations of 40 C.F.R. Part 60, Subpart OOOOa (NOV).

The NOV alleged non-compliances at the Artesia and Eunice Natural Gas Processing Plants in New Mexico.

This matter was resolved in the fourth quarter of 2024 with an agreement to implement scheduled corrective actions and pay a penalty of $1.9 million.

| For the fiscal year ended | | | December 31, [removed: 2024] [added: 2025] | | | | | |

The aggregate market value of common stock held by non-affiliates of the registrant on June [removed: 28, 2024,] [added: 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 [removed: $141.17,] [added: $119.30,] was [removed: $59] [added: $48.2] billion.

The registrant had [removed: 407,698,347] [added: 400,744,022] shares of common stock outstanding at January 31, [removed: 2025.][added: 2026.]

Portions of the Proxy Statement for the Registrant’s [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

| [1 and 2. Business and [removed: Properties](#icee02bc8a839408f9e11af4394aaa260_13)] [added: Properties](#ib94704846444415199d23e6fcb3558d1_13)] | | | [removed: [1](#icee02bc8a839408f9e11af4394aaa260_13)] [added: [1](#ib94704846444415199d23e6fcb3558d1_13)] | | |

| [Corporate [removed: Structure](#icee02bc8a839408f9e11af4394aaa260_16)] [added: Structure](#ib94704846444415199d23e6fcb3558d1_16)] | | | [removed: [1](#icee02bc8a839408f9e11af4394aaa260_16)] [added: [1](#ib94704846444415199d23e6fcb3558d1_16)] | | |

| [Segment and Geographic [removed: Information](#icee02bc8a839408f9e11af4394aaa260_19)] [added: Information](#ib94704846444415199d23e6fcb3558d1_19)] | | | [removed: [3](#icee02bc8a839408f9e11af4394aaa260_19)] [added: [2](#ib94704846444415199d23e6fcb3558d1_19)] | | |

| [Marketing and [removed: Specialties](#icee02bc8a839408f9e11af4394aaa260_31)] [added: Specialties](#ib94704846444415199d23e6fcb3558d1_31)] | | | [removed: [18](#icee02bc8a839408f9e11af4394aaa260_31)] [added: [16](#ib94704846444415199d23e6fcb3558d1_31)] | | |

| [Renewable [removed: Fuels](#icee02bc8a839408f9e11af4394aaa260_2508)] [added: Fuels](#ib94704846444415199d23e6fcb3558d1_34)] | | | [removed: [20](#icee02bc8a839408f9e11af4394aaa260_2508)] [added: [18](#ib94704846444415199d23e6fcb3558d1_34)] | | |

| [Energy Research & [removed: Innovation](#icee02bc8a839408f9e11af4394aaa260_34)] [added: Innovation](#ib94704846444415199d23e6fcb3558d1_37)] | | | [removed: [20](#icee02bc8a839408f9e11af4394aaa260_34)] [added: [18](#ib94704846444415199d23e6fcb3558d1_37)] | | |

| [Human [removed: Capital](#icee02bc8a839408f9e11af4394aaa260_37)] [added: Capital](#ib94704846444415199d23e6fcb3558d1_40)] | | | [removed: [20](#icee02bc8a839408f9e11af4394aaa260_37)] [added: [18](#ib94704846444415199d23e6fcb3558d1_40)] | | |

| [1A. Risk [removed: Factors](#icee02bc8a839408f9e11af4394aaa260_49)] [added: Factors](#ib94704846444415199d23e6fcb3558d1_52)] | | | [removed: [24](#icee02bc8a839408f9e11af4394aaa260_49)] [added: [21](#ib94704846444415199d23e6fcb3558d1_52)] | | |

| [1B. Unresolved Staff [removed: Comments](#icee02bc8a839408f9e11af4394aaa260_52)] [added: Comments](#ib94704846444415199d23e6fcb3558d1_55)] | | | [removed: [42](#icee02bc8a839408f9e11af4394aaa260_52)] [added: [36](#ib94704846444415199d23e6fcb3558d1_55)] | | |

| [1C. [removed: Cybersecurity](#icee02bc8a839408f9e11af4394aaa260_55)] [added: Cybersecurity](#ib94704846444415199d23e6fcb3558d1_58)] | | | [removed: [42](#icee02bc8a839408f9e11af4394aaa260_55)] [added: [36](#ib94704846444415199d23e6fcb3558d1_58)] | | |

| [3. Legal [removed: Proceedings](#icee02bc8a839408f9e11af4394aaa260_58)] [added: Proceedings](#ib94704846444415199d23e6fcb3558d1_61)] | | | [removed: [43](#icee02bc8a839408f9e11af4394aaa260_58)] [added: [37](#ib94704846444415199d23e6fcb3558d1_61)] | | |

| [4. Mine Safety [removed: Disclosures](#icee02bc8a839408f9e11af4394aaa260_61)] [added: Disclosures](#ib94704846444415199d23e6fcb3558d1_64)] | | | [removed: [44](#icee02bc8a839408f9e11af4394aaa260_61)] [added: [38](#ib94704846444415199d23e6fcb3558d1_64)] | | |

| [Information About Our Executive [removed: Officers](#icee02bc8a839408f9e11af4394aaa260_64)] [added: Officers](#ib94704846444415199d23e6fcb3558d1_67)] | | | [removed: [45](#icee02bc8a839408f9e11af4394aaa260_64)] [added: [39](#ib94704846444415199d23e6fcb3558d1_67)] | | |

| [5. Market for Registrant's Common Equity, [removed: Related](#icee02bc8a839408f9e11af4394aaa260_70) [Stockholder](#icee02bc8a839408f9e11af4394aaa260_70) [Matters] [added: Related Stockholder Matters] and Issuer Purchases of Equity [removed: Securities](#icee02bc8a839408f9e11af4394aaa260_70)] [added: Securities](#ib94704846444415199d23e6fcb3558d1_73)] | | | [removed: [46](#icee02bc8a839408f9e11af4394aaa260_70)] [added: [40](#ib94704846444415199d23e6fcb3558d1_73)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icee02bc8a839408f9e11af4394aaa260_76)] [added: Operations](#ib94704846444415199d23e6fcb3558d1_79)] | | | [removed: [48](#icee02bc8a839408f9e11af4394aaa260_76)] [added: [42](#ib94704846444415199d23e6fcb3558d1_79)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#icee02bc8a839408f9e11af4394aaa260_130)] [added: Risk](#ib94704846444415199d23e6fcb3558d1_136)] | | | [removed: [91](#icee02bc8a839408f9e11af4394aaa260_130)] [added: [87](#ib94704846444415199d23e6fcb3558d1_136)] | | |

| [Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the [removed: Private](#icee02bc8a839408f9e11af4394aaa260_133)] [added: Private](#ib94704846444415199d23e6fcb3558d1_139)] [Securities Litigation Reform Act of [removed: 1995](#icee02bc8a839408f9e11af4394aaa260_133)] [added: 1995](#ib94704846444415199d23e6fcb3558d1_139)] | | | [removed: [93](#icee02bc8a839408f9e11af4394aaa260_133)] [added: [89](#ib94704846444415199d23e6fcb3558d1_139)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#icee02bc8a839408f9e11af4394aaa260_136)] [added: Data](#ib94704846444415199d23e6fcb3558d1_142)] | | | [removed: [95](#icee02bc8a839408f9e11af4394aaa260_136)] [added: [91](#ib94704846444415199d23e6fcb3558d1_142)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#icee02bc8a839408f9e11af4394aaa260_286)] [added: Disclosure](#ib94704846444415199d23e6fcb3558d1_277)] | | | [removed: [176](#icee02bc8a839408f9e11af4394aaa260_286)] [added: [169](#ib94704846444415199d23e6fcb3558d1_277)] | | |

| [9A. Controls and [removed: Procedures](#icee02bc8a839408f9e11af4394aaa260_289)] [added: Procedures](#ib94704846444415199d23e6fcb3558d1_280)] | | | [removed: [176](#icee02bc8a839408f9e11af4394aaa260_289)] [added: [169](#ib94704846444415199d23e6fcb3558d1_280)] | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#icee02bc8a839408f9e11af4394aaa260_295)] [added: Inspections](#ib94704846444415199d23e6fcb3558d1_286)] | | | [removed: [176](#icee02bc8a839408f9e11af4394aaa260_295)] [added: [169](#ib94704846444415199d23e6fcb3558d1_286)] | | |

| [10. Directors, Executive Officers and Corporate [removed: Governance](#icee02bc8a839408f9e11af4394aaa260_301)] [added: Governance](#ib94704846444415199d23e6fcb3558d1_292)] | | | [removed: [177](#icee02bc8a839408f9e11af4394aaa260_301)] [added: [170](#ib94704846444415199d23e6fcb3558d1_292)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and [removed: Related](#icee02bc8a839408f9e11af4394aaa260_307)] [added: Related](#ib94704846444415199d23e6fcb3558d1_298)] Stockholder [removed: [Matters](#icee02bc8a839408f9e11af4394aaa260_307)] [added: [Matters](#ib94704846444415199d23e6fcb3558d1_298)] | | | [removed: [177](#icee02bc8a839408f9e11af4394aaa260_307)] [added: [170](#ib94704846444415199d23e6fcb3558d1_298)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#icee02bc8a839408f9e11af4394aaa260_310)] [added: Independence](#ib94704846444415199d23e6fcb3558d1_301)] | | | [removed: [177](#icee02bc8a839408f9e11af4394aaa260_310)] [added: [170](#ib94704846444415199d23e6fcb3558d1_301)] | | |

| [14. Principal Accountant Fees and [removed: Services](#icee02bc8a839408f9e11af4394aaa260_313)] [added: Services](#ib94704846444415199d23e6fcb3558d1_304)] | | | [removed: [177](#icee02bc8a839408f9e11af4394aaa260_313)] [added: [170](#ib94704846444415199d23e6fcb3558d1_304)] | | |

| [15. Exhibit and Financial Statement [removed: Schedules](#icee02bc8a839408f9e11af4394aaa260_319)] [added: Schedules](#ib94704846444415199d23e6fcb3558d1_310)] | | | [removed: [178](#icee02bc8a839408f9e11af4394aaa260_319)] [added: [171](#ib94704846444415199d23e6fcb3558d1_310)] | | |

Our businesses are [removed: now] organized into five operating segments:

1)Midstream—Provides crude oil and refined petroleum product transportation, terminaling and [removed: processing] [added: storage] services, as well as natural gas and natural gas liquids (NGL) [added: gathering, processing,] transportation, [removed: storage,] fractionation, [removed: gathering, processing] [added: storage] and marketing services in the United States.

[removed: This] [added: At December 31, 2025, this] segment [removed: includes 11] [added: included 10] refineries in the United States and Europe.

4)Marketing and [removed: Specialties—Purchases] [added: Specialties (M&S)—Purchases] for resale and markets refined products, mainly in the United States and Europe.

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 [removed: NOVONIX,] [added: NOVONIX Limited (NOVONIX),] and various other corporate activities.

See Note 4—Restructuring, in the Notes to Consolidated Financial Statements for additional [removed: information regarding restructuring costs.][added: information.]

At December 31, [removed: 2024,] [added: 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; [removed: 34] [added: 35 natural gas] gathering and processing plants; 15 crude oil terminals; [removed: eight] [added: 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.

On [removed: January 6,] [added: April 1,] 2025, we [removed: entered into a definitive agreement to acquire] [added: acquired] all issued and outstanding equity interests in each of EPIC Y-Grade GP, LLC [removed: (Y-Grade GP)] and EPIC Y-Grade, [removed: LP (Y-Grade] LP, [removed: and,] together with [removed: Y-Grade GP and] their respective [removed: subsidiaries, EPIC Y-Grade),] [added: subsidiaries (collectively referred to herein as Coastal Bend),] which own various long haul [removed: natural gas liquids] [added: NGL] pipelines, fractionation facilities and distribution [removed: systems, for cash consideration of $2.2 billion, subject to certain closing adjustments.][added: systems.]

See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information regarding the [removed: acquisition of Pinnacle Midstream and the pending EPIC Y-Grade] [added: Coastal Bend] acquisition.

[removed: *Subsequent Investment] [added: *Investment] Disposition*

| 2025 | | | | | | | | | | | | | | |

| [PART I](#ib94704846444415199d23e6fcb3558d1_10) | | | | | |

| [Midstream](#ib94704846444415199d23e6fcb3558d1_22) | | | [2](#ib94704846444415199d23e6fcb3558d1_22) | | |

| [Chemicals](#ib94704846444415199d23e6fcb3558d1_25) | | | [11](#ib94704846444415199d23e6fcb3558d1_25) | | |

| [Refining](#ib94704846444415199d23e6fcb3558d1_28) | | | [12](#ib94704846444415199d23e6fcb3558d1_28) | | |

| [Competition](#ib94704846444415199d23e6fcb3558d1_43) | | | [20](#ib94704846444415199d23e6fcb3558d1_43) | | |

| [General](#ib94704846444415199d23e6fcb3558d1_46) | | | [20](#ib94704846444415199d23e6fcb3558d1_46) | | |

| [PART II](#ib94704846444415199d23e6fcb3558d1_70) | | | | | |

| [6. \[Reserved\]](#ib94704846444415199d23e6fcb3558d1_76) | | | [41](#ib94704846444415199d23e6fcb3558d1_76) | | |

| [9B. Other Information](#ib94704846444415199d23e6fcb3558d1_283) | | | [169](#ib94704846444415199d23e6fcb3558d1_283) | | |

| [PART III](#ib94704846444415199d23e6fcb3558d1_289) | | | | | |

| [11. Executive Compensation](#ib94704846444415199d23e6fcb3558d1_295) | | | [170](#ib94704846444415199d23e6fcb3558d1_295) | | |

| [PART IV](#ib94704846444415199d23e6fcb3558d1_307) | | | | | |

| [16. Form 10-K Summary](#ib94704846444415199d23e6fcb3558d1_313) | | | [171](#ib94704846444415199d23e6fcb3558d1_313) | | |

| [Signatures](#ib94704846444415199d23e6fcb3558d1_319) | | | [179](#ib94704846444415199d23e6fcb3558d1_319) | | |

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.

*Acquisitions*

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.

As a result of engineering and optimization projects, the Sweeny Fractionators have demonstrated an expansion of nameplate capacity to fractionate 675,000 B/D.

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.

| Mixed NGL (Y-Grade) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Coastal Bend | | | | | | Texas | | | | | | 78 | | | | | | 893 | | | | | | 225 | | |

| Coastal Bend | | | | | | Texas | | | | | | 100 | | | | | | 215 | | | | | | 450 | | |

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

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

| Coastal Bend Fractionators | | | | | | Texas | | | | | | 100 | | | | | | 170 | | |

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

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

| Permian* | | | | | | 12 | | | | | | 15,800 | | | | | | 1,650 | | |

*† 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.*

| Ethylene | | | 12,395 | | | | | | 14,915 | | |

| Total | | | 32,340 | | | | | | 40,540 | | |

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.

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).

| 2024 | | | | | | | | | | | | | | |

| [PART I](#icee02bc8a839408f9e11af4394aaa260_10) | | | | | |

| [Midstream](#icee02bc8a839408f9e11af4394aaa260_22) | | | [3](#icee02bc8a839408f9e11af4394aaa260_22) | | |

| [Chemicals](#icee02bc8a839408f9e11af4394aaa260_25) | | | [12](#icee02bc8a839408f9e11af4394aaa260_25) | | |

| [Refining](#icee02bc8a839408f9e11af4394aaa260_28) | | | [14](#icee02bc8a839408f9e11af4394aaa260_28) | | |

| [Competition](#icee02bc8a839408f9e11af4394aaa260_40) | | | [22](#icee02bc8a839408f9e11af4394aaa260_40) | | |

| [General](#icee02bc8a839408f9e11af4394aaa260_43) | | | [23](#icee02bc8a839408f9e11af4394aaa260_43) | | |

| [PART II](#icee02bc8a839408f9e11af4394aaa260_67) | | | | | |

| [6. \[Reserved\]](#icee02bc8a839408f9e11af4394aaa260_73) | | | [47](#icee02bc8a839408f9e11af4394aaa260_73) | | |

| [9B. Other Information](#icee02bc8a839408f9e11af4394aaa260_292) | | | [176](#icee02bc8a839408f9e11af4394aaa260_292) | | |

| [PART III](#icee02bc8a839408f9e11af4394aaa260_298) | | | | | |

| [11. Executive Compensation](#icee02bc8a839408f9e11af4394aaa260_304) | | | [177](#icee02bc8a839408f9e11af4394aaa260_304) | | |

| [PART IV](#icee02bc8a839408f9e11af4394aaa260_316) | | | | | |

| [16. Form 10-K Summary](#icee02bc8a839408f9e11af4394aaa260_322) | | | [178](#icee02bc8a839408f9e11af4394aaa260_322) | | |

| [Signatures](#icee02bc8a839408f9e11af4394aaa260_328) | | | [186](#icee02bc8a839408f9e11af4394aaa260_328) | | |

*Basis of Presentation*

Effective April 1, 2024, we changed the internal financial information reviewed by our chief executive officer to evaluate performance and allocate resources to our operating segments.

This resulted in changes to the composition of our operating segments, as well as measurement changes for certain activities between our operating segments.

The primary effects are summarized below.

Prior period information has been recast for comparability.

- Establishment of a Renewable Fuels operating segment, which includes renewable fuels activities and assets historically reported in our Refining, Marketing and Specialties (M&S) and Midstream operating segments.

- Change in method of allocating results for certain Gulf Coast distillate export activities from our M&S operating segment to our Refining operating segment.

- Reclassification of certain crude oil and international clean products trading activities between our M&S operating segment and our Refining operating segment.

- Change in reporting of our investment in NOVONIX Limited (NOVONIX) from our Midstream operating segment to Corporate and Other.

*Acquisition*

On July 1, 2024, we acquired Pinnacle Midland Parent LLC (Pinnacle Midstream) to expand our natural gas gathering and processing operations in the Permian Basin for cash consideration of $565 million.

*Pending Acquisition*

The closing date of this transaction is dependent on regulatory approval and completion of other customary closing conditions.

*Investment and Asset Dispositions*

During the year ended December 31, 2024, we sold the following assets:

- Our equity interests in certain pipeline and terminaling assets in North Dakota.

- Certain gathering and processing assets in Texas.

- Our ownership interests in certain gathering and processing assets in Louisiana and Alabama.

- Our 25% ownership interest in Rockies Express Pipeline LLC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Eagle Ford Gathering | | | | | | Texas | | | | | | 100 | | | | | | 28 | | | | | | 58 | | |

DCP LP is one of the largest processors of natural gas and one of the largest producers of NGLs in the United States.

Pipeline systems owned by DCP Sand Hills Pipeline, LLC (DCP Sand Hills) and DCP Southern Hills Pipeline, LLC (DCP Southern Hills), consolidated subsidiaries in which we hold aggregate direct and indirect economic interests of 91.2%, provide takeaway capabilities for DCP LP’s gathering and processing operations in the Permian Basin, Midcontinent and Eagle Ford, and provide access to customers and market outlets on the U.S. Gulf Coast, including the Mont Belvieu, Texas, market hub and our Sweeny fractionation and export facilities (the Sweeny Hub).

At some of our facilities, we fractionate NGL into individual components (ethane, propane, butane and natural gasoline).

| Panola † | | | | | | Texas | | | | | | 15 | | | | | | 250 | | | | | | 100 | | |

Management has implemented a comprehensive cybersecurity program [removed: that is] designed to [added: manage risks and to] protect [added: the confidentiality, integrity, and availability of] our [removed: information,] [added: information systems] and [removed: that] [added: the information] of our customers and [removed: suppliers, against] [added: suppliers from] cybersecurity threats that [removed: may] [added: could] materially and adversely affect [removed: the confidentiality, integrity, and availability of] our [removed: information systems.][added: business, operations, or financial condition.]

[removed: Our cybersecurity] [added: The] program includes processes and standards that leverage recognized cybersecurity frameworks, industry best [removed: practices] [added: practices,] and [removed: guidance from] U.S. Government [removed: security directives that focus] [added: guidance focused] on cybersecurity and critical infrastructure.

[removed: Board] [added: *Board] of [removed: Directors][added: Directors*]

The Audit and Finance Committee [added: (A&FC)] of the Board of Directors [removed: (the Audit and Finance Committee) is responsible for overseeing] [added: oversees] the company’s Enterprise Risk Management (ERM) program, including [removed: oversight of] the processes [added: that] management [removed: has implemented] [added: uses] to assess, [removed: identify] [added: identify,] and manage risks associated with cybersecurity and information technology.

The [removed: Audit and Finance Committee makes] [added: A&FC provides] regular reports to the Board of Directors on data protection and cybersecurity matters.

The company maintains an Enterprise Cybersecurity Incident Response Plan (ECIRP) which provides the framework for management’s response to cyber-related incidents and escalation protocols, including, [removed: when appropriate, prompt] reporting to the Board of [removed: Directors.][added: Directors when appropriate.]

[removed: Management][added: *Management*]

[removed: At the management level, our] [added: The] CISO has extensive cybersecurity knowledge and skills gained [removed: from work experience at the] [added: through] company [added: experience] and [removed: with a] [added: prior] law enforcement [removed: agency, as well as from obtaining] [added: service, supported by] advanced professional certifications.

The CISO is responsible for [removed: the assessment] [added: assessing] and [removed: management of] [added: managing] risks from cybersecurity threats and leads a team [removed: responsible for implementing, monitoring,] [added: that implements, monitors,] and [removed: maintaining] [added: maintains] cybersecurity and data protection practices across the company.

[removed: The individuals who report directly] [added: Personnel reporting] to [removed: our] [added: the] CISO [removed: possess] [added: have] relevant educational and industry experience in [removed: the areas of cyber] threat hunting and intelligence, digital standards, data privacy, cyber training, and [removed: cybersecurity] [added: security] operations center management.

In addition to [removed: our] internal [removed: cybersecurity] capabilities, we [removed: also] regularly engage [removed: consultants, or] [added: consultants and] other third parties to assist with assessing, identifying, and managing cybersecurity risks.

The CISO receives [removed: reports] [added: ongoing reporting] on cybersecurity threats [removed: on an ongoing basis, and in conjunction] [added: and, together] with management, regularly reviews risk management measures [removed: implemented by the company] to identify, [removed: assess] [added: assess,] and mitigate data protection and cybersecurity risks.

[removed: On an annual basis,] [added: As part of our ERM program,] we conduct an [added: annual] evaluation of [removed: our] cybersecurity risks [removed: as part of] [added: and share] the [removed: ERM program.][added: results with management and the A&FC.]

[removed: Through the ERM program, the] [added: The] CISO and [removed: other] internal [removed: subject matter] [added: subject-matter] experts review [removed: potential cybersecurity threat] scenarios, such as data theft, cash theft, widespread [removed: outages] [added: outages,] and business disruptions, and the potential [removed: consequences of such scenarios.][added: consequences.]

We [removed: have] [added: maintain] a continuous monitoring program to detect and respond to potential [removed: cybersecurity] threats in [removed: real-time.][added: near real time.]

Log data from [removed: our] technical controls are collected, aggregated, and correlated in a Security Information and Event Management (SIEM) system that identifies and categorizes [removed: events, as well as] [added: events and] analyzes them.

If the SIEM [removed: system] identifies a potential security event, it can direct [removed: other] controls to stop the activity and [removed: also] generate alerts for detection and response.

[removed: These alerts] [added: Alerts] are monitored by a managed security service provider that augments our dedicated internal Security Operations Center team.

[removed: In addition, we utilize] [added: We operate] a [removed: third-party] [added: third‑party] risk management (TPRM) program to identify, assess, monitor, and mitigate risks associated with [removed: third-party] [added: third‑party] relationships, including cybersecurity risks.

The TPRM program is designed to help [removed: ensure proper] [added: confirm that appropriate] controls and measures are in place to manage [removed: the] potential risks and vulnerabilities associated with third parties.

[removed: The] [added: Our] ECIRP [removed: sets out] [added: provides] a [removed: coordinated approach] [added: documented framework for responding] to [added: cybersecurity incidents, including] investigating, containing, [removed: documenting] [added: documenting,] and mitigating incidents, [removed: including] [added: with defined] reporting [removed: findings and keeping] [added: to] senior management and other key stakeholders [removed: informed] and [removed: involved as] [added: escalation to the Board, when] appropriate.

[removed: Each year, we conduct] [added: Our Internal Audit organization conducts] audits across [removed: the company’s] [added: our] information technology and [removed: operation technology infrastructure, networks, systems, applications, and] operational [removed: processes and procedures] [added: technology environments] to evaluate compliance with [removed: our] information security policies and standards.

Process control network assurance audits are conducted on a [added: risk‑based] rotating [removed: schedule that is risk-based and provides] [added: schedule, providing] coverage across each major operational business area [added: at intervals] no greater than five years.

[removed: In addition to the internal audits, we] [added: We] also engage external cybersecurity experts [removed: and auditors] to conduct assessments, penetration testing, and cybersecurity maturity assessments.

[removed: Although we] [added: We] have experienced actual and attempted cybersecurity events and incidents on our networks and systems in the [removed: past,] [added: past; however,] we do not believe that [removed: the risks from] any of these events or incidents, [removed: individually] [added: individually,] or in the aggregate, have materially affected our business, operations, or financial condition, or are reasonably likely to have such an effect.

For [removed: more] [added: additional] information concerning cybersecurity [removed: risks we face,] [added: risks,] see [removed: the discussion in] “Item 1A.

These processes are integrated with our enterprise risk management and incident response functions to support timely assessment, escalation, and disclosure when appropriate.

The A&FC receives written reports and periodic briefings from the Chief Information Security Officer (CISO) that address topics such as the results of vulnerability assessments, independent external reviews, changes to the threat environment, technology trends, and benchmarking.

The CISO also works closely with the company’s Senior Counsel, Brand, Cyber & Privacy, to oversee compliance with legal, regulatory, and contractual security requirements, and coordinates with our executive leadership, as well as other leaders from our legal and finance organizations to support timely materiality assessments and, where required, public disclosure.

*Third‑Party Risk Management*

Our policies and procedures govern the lifecycle from initial due diligence, selection, and contracting through oversight and termination, and include provisions to address security incident notification and cooperation when appropriate.

*Audit and Third-party Assessments*

*Incident Response*

*Materiality and Disclosure Practices*

Our procedures include defined processes for prompt escalation of potentially material cybersecurity incidents to our management for materiality assessment and, if required, public disclosure in accordance with applicable securities laws and regulations.

Risk Factors.”

In carrying out this responsibility, the Audit and Finance Committee regularly receives written reports from the company’s Chief Information Security Officer (CISO) and periodic briefings from the CISO.

These presentations may address a wide range of topics, such as the results of recent vulnerability assessments and third-party independent reviews, changes to the threat environment, technological trends and other recent developments, and peer and other third-party benchmarking.

Our CISO works closely with the company’s Senior Counsel, Intellectual Property and Data Protection, to oversee compliance with legal, regulatory and contractual security requirements.

The results of the risk assessment are shared with management and the Audit and Finance Committee.

Our policies and procedures aid in the governance from initial due diligence, selection, and contracting to termination.

With respect to cybersecurity incident response, our ECIRP provides a documented framework for responding to cybersecurity incidents.

Our Internal Audit organization performs audits of our cybersecurity program.

Risk Factors” in this report.

| Mark E. Lashier | | | Chairman and Chief Executive Officer | | | [removed: 63] [added: 64] | | |

| Kevin J. Mitchell | | | Executive Vice President and Chief Financial Officer | | | [removed: 58] [added: 59] | | |

| Donald A. Baldridge | | | Executive Vice President, Midstream and Chemicals | | | [removed: 55] [added: 56] | | |

| Richard G. Harbison | | | Executive Vice President, Refining | | | [removed: 59] [added: 60] | | |

| Brian M. Mandell | | | Executive Vice President, Marketing and Commercial | | | [removed: 61] [added: 62] | | |

| Vanessa L. Allen Sutherland | | | Executive Vice President, Government Affairs, General Counsel and Corporate Secretary | | | [removed: 53] [added: 54] | | |

| Ann M. Kluppel | | | [added: Senior] Vice President and Controller | | | [removed: 57] [added: 58] | | |

Kluppel is [added: Senior] Vice President and Controller, a position she has held since May 2024.

As of February 20, 2026.*

| Zhanna Golodryga | | | Executive Vice President, Emerging Energy and Sustainability | | | 69 | | |

As of February 21, 2025.*

Zhanna Golodryga is Executive Vice President, Emerging Energy and Sustainability, a position she has held since October 2022.

Previously, Ms. Golodryga served as Senior Vice President, Chief Digital and Administrative Officer from April 2017 to October 2022.

Phillips 66’s common stock is traded on the New York Stock Exchange under the symbol “PSX.” At January 31, [removed: 2025,] [added: 2026,] the number of shareholders of record of our shares was [removed: 27,494.][added: 26,226.]

[removed: ][added: ]

The performance graph above shows the cumulative total shareholder return (TSR) of Phillips 66 common stock for the five years ended December 31, [removed: 2024,] [added: 2025,] which assumes a $100 investment in our common [removed: stock on December 31, 2019,] [added: stock,] and reinvestment of dividends.

The [added: 2025] Peer Group consists of CVR Energy, Inc.; Delek US Holdings, Inc.; Dow Inc.; HF Sinclair Corporation; LyondellBasell Industries N.V.; Marathon Petroleum Corporation; ONEOK, Inc.; PBF Energy Inc.; Targa Resources Corp.; Valero Energy Corporation; Westlake Chemical Corporation; and The Williams Companies, Inc. Additionally, HollyFrontier Corporation was included as a peer for periods prior to its acquisition by HF Sinclair Corporation in March 2022.

| October 1-31, 2025 | | | 752,451 | | | | | | $ | 133.91 | | 752,451 | | | | | | $ | 2,484 | |

| November 1-30, 2025 | | | 589,535 | | | | | | 138.39 | | | 589,535 | | | | | | 2,402 | | |

| December 1-31, 2025 | | | 700,247 | | | | | | 136.03 | | | 700,247 | | | | | | 2,307 | | |

| Total | | | 2,042,233 | | | | | | $ | 135.93 | | 2,042,233 | | | | | | | | |

| October 1-31, 2024 | | | 2,660,930 | | | | | | $ | 133.44 | | 2,660,930 | | | | | | $ | 3,750 | |

| November 1-30, 2024 | | | 945,973 | | | | | | 130.28 | | | 945,973 | | | | | | 3,627 | | |

| December 1-31, 2024 | | | 1,089,842 | | | | | | 120.96 | | | 1,089,842 | | | | | | 3,495 | | |

| Total | | | 4,696,745 | | | | | | $ | 129.90 | | 4,696,745 | | | | | | | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#icee02bc8a839408f9e11af4394aaa260_142)] [added: Firm](#ib94704846444415199d23e6fcb3558d1_148)] (PCAOB ID: 42) | | | [removed: [97](#icee02bc8a839408f9e11af4394aaa260_142)] [added: [93](#ib94704846444415199d23e6fcb3558d1_148)] | | |

| [removed: [Report](#icee02bc8a839408f9e11af4394aaa260_148) [of] [added: [Report of] Independent Registered Public Accounting [removed: Firm](#icee02bc8a839408f9e11af4394aaa260_148)] [added: Firm](#ib94704846444415199d23e6fcb3558d1_154)] (DCP Midstream, LP) (PCAOB ID: 34) | | | [removed: [101](#icee02bc8a839408f9e11af4394aaa260_148)] [added: [97](#ib94704846444415199d23e6fcb3558d1_154)] | | |

| [Consolidated Financial Statements of Phillips [removed: 66:](#icee02bc8a839408f9e11af4394aaa260_154)] [added: 66:](#ib94704846444415199d23e6fcb3558d1_157)] | | | | | |

| [Consolidated Statement of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 202](#icee02bc8a839408f9e11af4394aaa260_157)2] [added: 2023](#ib94704846444415199d23e6fcb3558d1_160)] | | | [removed: [102](#icee02bc8a839408f9e11af4394aaa260_157)] [added: [98](#ib94704846444415199d23e6fcb3558d1_160)] | | |

| [Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 202](#icee02bc8a839408f9e11af4394aaa260_160)[4](#icee02bc8a839408f9e11af4394aaa260_160)[, 202](#icee02bc8a839408f9e11af4394aaa260_160)[3](#icee02bc8a839408f9e11af4394aaa260_160) [and 202](#icee02bc8a839408f9e11af4394aaa260_160)2] [added: 2025, 2024 and 2023](#ib94704846444415199d23e6fcb3558d1_163)] | | | [removed: [103](#icee02bc8a839408f9e11af4394aaa260_160)] [added: [99](#ib94704846444415199d23e6fcb3558d1_163)] | | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 202](#icee02bc8a839408f9e11af4394aaa260_166)[4](#icee02bc8a839408f9e11af4394aaa260_166)[, 202](#icee02bc8a839408f9e11af4394aaa260_166)[3](#icee02bc8a839408f9e11af4394aaa260_166) [and 202](#icee02bc8a839408f9e11af4394aaa260_166)2] [added: 2025, 2024 and 2023](#ib94704846444415199d23e6fcb3558d1_169)] | | | [removed: [105](#icee02bc8a839408f9e11af4394aaa260_166)] [added: [101](#ib94704846444415199d23e6fcb3558d1_169)] | | |

| [Consolidated Statement of Changes in Equity for the years ended December 31, [removed: 202](#icee02bc8a839408f9e11af4394aaa260_169)[4](#icee02bc8a839408f9e11af4394aaa260_169)[, 202](#icee02bc8a839408f9e11af4394aaa260_169)[3](#icee02bc8a839408f9e11af4394aaa260_169) [and 202](#icee02bc8a839408f9e11af4394aaa260_169)2] [added: 2025, 2024 and 2023](#ib94704846444415199d23e6fcb3558d1_172)] | | | [removed: [106](#icee02bc8a839408f9e11af4394aaa260_169)] [added: [102](#ib94704846444415199d23e6fcb3558d1_172)] | | |

| [Notes to Consolidated Financial [removed: Statements](#icee02bc8a839408f9e11af4394aaa260_172)] [added: Statements](#ib94704846444415199d23e6fcb3558d1_175)] | | | [removed: [108](#icee02bc8a839408f9e11af4394aaa260_172)] [added: [104](#ib94704846444415199d23e6fcb3558d1_175)] | | |

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in [removed: Internal Control-Integrated Framework] [added: *Internal Control*—*Integrated Framework*] (2013).

Based on this assessment, management concluded the company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] and their report is included herein.

Date: February [removed: 21, 2025][added: 20, 2026]

We have audited the accompanying consolidated balance sheets of Phillips 66 (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in [removed: equity,] [added: equity] and cash [removed: flows,] [added: flows] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits and, for [removed: 2023 and 2022,] [added: 2023,] the report of Deloitte & Touche LLP, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We did not audit the 2023 [removed: and 2022] financial statements of DCP Midstream, LP (DCP LP), a consolidated subsidiary, whose financial statements reflect total [removed: assets constituting 14% of the Company’s total assets as of December 31, 2023 and total] revenues constituting 4% [removed: and 3%] of the Company’s revenues and other income for the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022, respectively.][added: 2023.]

Those [added: financial] statements were audited by Deloitte & Touche LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for DCP LP for [removed: 2023 and 2022,] [added: 2023,] is based solely on the report of Deloitte & Touche LLP.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control–Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

Our [removed: audits] [added: audit] included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our [removed: audits] [added: audit] also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

[removed: | | | | | | | Impairment assessment of WRB] [added: *WRB] Refining [removed: LP, an equity method investment | | |][added: LP Impairment*]

We have audited Phillips 66’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control–Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Phillips 66 (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in [removed: equity,] [added: equity] and cash [removed: flows,] [added: flows] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes, and our report dated February [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion thereon, based on our audit and the report of Deloitte & Touche LLP.

We have audited the consolidated [removed: balance sheets of DCP Midstream, LP and subsidiaries (the "Partnership") as of December 31, 2023 and 2022, the related consolidated] statements of operations, comprehensive income, changes in equity, and cash flows, for [removed: each of] the [removed: two years in the] period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”) [added: of DCP Midstream, LP and subsidiaries (the “Partnership”)] (not presented herein).

In our opinion, the financial statements present fairly, in all material [removed: respects, the financial position of the Partnership as of December 31, 2023 and 2022, and] [added: respects] the results of [removed: its] [added: the Partnership’s] operations and its cash flows for [removed: each of] the [removed: two years in the] period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements of the Partnership include its equity [removed: investment in Gulf Coast Express Pipeline, LLC of $385 million and $408 million as of December 31, 2023 and 2022, and its equity] earnings in Gulf Coast Express Pipeline, LLC of $68 million [removed: and $67 million] for the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022, respectively.][added: 2023.]

Our responsibility is to express an opinion on the Partnership’s financial statements based on our [removed: audits.][added: audit.]

We conducted our [removed: audits] [added: audit] in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

We believe that our [removed: audits] [added: audit] and the report of the other auditors provide a reasonable basis for our opinion.

| Years Ended December 31 | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales and other operating revenues | | | $ | [removed: 143,153] [added: 132,376] | | | | | [removed: 147,399] [added: 143,153] | | | | | | [removed: 169,990] [added: 147,399] | | |

| Equity in earnings of affiliates | | | [removed: 1,779] [added: 762] | | | | | | [removed: 2,017] [added: 1,779] | | | | | | [removed: 2,968] [added: 2,017] | | |

| Net gain on dispositions | | | [removed: 321] [added: 2,984] | | | | | | [removed: 115] [added: 321] | | | | | | [removed: 7] [added: 115] | | |

| Other income | | | [removed: 243] [added: 438] | | | | | | [removed: 359] [added: 243] | | | | | | [removed: 2,737] [added: 359] | | |

| Total Revenues and Other Income | | | [removed: 145,496] [added: 136,560] | | | | | | [removed: 149,890] [added: 145,496] | | | | | | [removed: 175,702] [added: 149,890] | | |

| Purchased crude oil and products | | | [removed: 129,962] [added: 116,093] | | | | | | [removed: 128,086] [added: 129,962] | | | | | | [removed: 149,932] [added: 128,086] | | |

| Operating expenses | | | [removed: 5,939] [added: 6,423] | | | | | | [removed: 6,154] [added: 5,939] | | | | | | [removed: 6,111] [added: 6,154] | | |

| Selling, general and administrative expenses | | | [removed: 2,814] [added: 2,437] | | | | | | [removed: 2,525] [added: 2,814] | | | | | | [removed: 2,168] [added: 2,525] | | |

| Depreciation and amortization | | | [removed: 2,363] [added: 3,251] | | | | | | [removed: 1,977] [added: 2,363] | | | | | | [removed: 1,629] [added: 1,977] | | |

| [Report of Management](#ib94704846444415199d23e6fcb3558d1_145) | | | [92](#ib94704846444415199d23e6fcb3558d1_145) | | |

| [Consolidated Balance Sheet at December 31, 2025 and 2024](#ib94704846444415199d23e6fcb3558d1_166) | | | [100](#ib94704846444415199d23e6fcb3558d1_166) | | |

| | | | | | | WRB Refining LP Acquisition | | |

| *Description of the Matter* | | | | | | As discussed in Note 5 to the financial statements, the Company entered into a definitive agreement to acquire the 50% equity interest in WRB Refining LP it did not already own from subsidiaries of Cenovus Energy Inc. The transaction closed on October 1, 2025 and was accounted for as a business combination. As a result of the transaction, the Company recognized $2.8 billion of properties, plants and equipment, which was composed primarily of refining assets. Auditing management's accounting for the WRB Refining LP acquisition was complex due to the significant estimation required to determine the fair value of the refining assets. In particular, the fair value estimates for certain refining assets were sensitive to economic obsolescence, which had a significant effect on the fair value estimates. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over the valuation of the refining assets related to the acquisition. For example, we tested controls over management’s review of the valuation models and the underlying assumptions used to develop estimated fair values of these assets. To test the estimated fair value of the refining assets, our audit procedures included, among others, evaluating the Company’s selection of the valuation methodology, the underlying assumptions used by the Company, and the completeness and accuracy of the underlying data supporting the assumptions and estimates. We involved our valuation specialists to assist in assessing the appropriateness of the valuation methodology used by the Company, to develop an expected range of values to assess the reasonableness of the Company’s estimates, and to evaluate the effects of economic obsolescence on the fair value estimates. | | |

February 20, 2026

February 20, 2026

| Divestiture | | | (12) | | | | | | — | | | | | | — | | |

| Depreciation and amortization | | | 3,251 | | | | | | 2,363 | | | | | | 1,977 | | |

| Impairments | | | 1,060 | | | | | | 456 | | | | | | 24 | | |

| Accretion on discounted liabilities | | | 47 | | | | | | 40 | | | | | | 29 | | |

| Net income | | | — | | | — | | | — | | | 4,403 | | | — | | | 125 | | | 4,528 | | |

| Other comprehensive income | | | — | | | — | | | — | | | — | | | 240 | | | — | | | 240 | | |

| Contributions from noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | 132 | | | 132 | | |

| December 31, 2025 | | | $ | 7 | | 19,948 | | | (23,934) | | | 33,239 | | | (167) | | | 1,148 | | | 30,241 | | |

| December 31, 2025 | | | | | | | | | 659,391,484 | | | 258,252,603 | | |

| 2025 | | | | | | | | | $ | 4.75 | | | | |

We have elected to treat the global intangible low-taxed income (GILTI) tax as a period expense.

Business Combinations

In accounting for a business combination, assets acquired, liabilities assumed and noncontrolling interests are recorded based on estimated fair values as of the date of acquisition.

The excess or shortfall of the purchase price when compared to the fair value of the net tangible and identifiable intangible assets acquired, if any, is recorded as goodwill or a bargain purchase gain, respectively.

We use available information to make these fair value determinations and engage third-party specialists in the valuation process as necessary.

The fair values of assets acquired, liabilities assumed and noncontrolling interests as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and apply an appropriate discount rate; the cost approach, which requires estimates of replacement costs and depreciation and obsolescence estimates; and the market approach which uses market data and adjusts for entity specific differences.

Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition.

Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period of the adjustment.

Acquisition-related costs are expensed as incurred in connection with each business combination.

In the fourth quarter of 2025, consistent with our plan, we began idling the facility and ceased fuel production.

We have submitted redevelopment project applications for the facilities, initiating the review process and allowing us to continue pursuing the redevelopment of the property for future uses.

- We accrued $69 million in environmental expenses related to future groundwater mitigation plans at the Los Angeles Refinery.

Additionally, we recorded a $35 million write down of material and supplies inventory.

These expenses are included within the “Operating expenses” line item on our consolidated statement of income for the year ended December 31, 2025.

On October 1, 2025, we acquired the remaining 50% equity interest in WRB Refining LP (WRB) from subsidiaries of Cenovus Energy Inc. (Cenovus) for total cash consideration of $1.3 billion, subject to post-closing adjustments.

This acquisition will enable full integration with our broader value chain and expand our position in the Central Corridor region.

| Cash paid to Cenovus | | | $ | 1,304 | |

| Settlement of relationships with Phillips 66 and WRB | | | 793 | | |

| Total acquisition consideration | | | $ | 3,401 | |

The acquisition date fair value of the previously held equity interest in WRB was determined in conjunction with the impairment recorded in the third quarter of 2025.

See Note 9—Investments, Loans and Long-Term Receivables for additional information on the impairment.

We accounted for this acquisition as a business combination and provisionally recorded $2,767 million of PP&E; $1,200 million of inventory; $54 million of other long-term assets; $9 million of intangibles; $450 million of short-term debt assumed at acquisition and also fully repaid on October 1, 2025; $119 million of net working capital deficit (excluding inventory and short-term debt); $34 million of AROs and accrued environmental costs; $21 million of other long-term liabilities; and $5 million of deferred income tax liabilities.

This acquisition further enhances our wellhead-to-market strategy.

| [Report of Management](#icee02bc8a839408f9e11af4394aaa260_139) | | | [96](#icee02bc8a839408f9e11af4394aaa260_139) | | |

| [Consolidated Balance Sheet at December 31, 202](#icee02bc8a839408f9e11af4394aaa260_163)[4](#icee02bc8a839408f9e11af4394aaa260_163) [and 202](#icee02bc8a839408f9e11af4394aaa260_163)3 | | | [104](#icee02bc8a839408f9e11af4394aaa260_163) | | |

| *Description of the Matter* | | | | | | As discussed in Note 1 to the financial statements, the Company assesses investments in unconsolidated affiliates accounted for using the equity method for impairment when events or changes in circumstances indicate a loss in value that is other than temporary may have occurred. As discussed in Note 9 to the financial statements, the Company owns a 50% interest in WRB Refining LP (WRB), a joint venture that owns the Wood River and Borger refineries. The carrying value of the Company’s investment in WRB was $2.3 billion as of December 31, 2024. WRB’s earnings are subject to variability as they depend on, among other things, market conditions, the utilization of its refineries, cost levels and other factors relevant to its operations. Accordingly, significant judgment is required in determining whether events or changes in circumstances indicate a loss in value may have occurred that is indicative of a possible impairment. We determined the Company’s process for evaluating whether an other than temporary impairment of its investment in WRB has occurred is a critical audit matter because of the judgment and assumptions management uses to perform its identification and evaluation of such factors. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls for the assessment of potential other than temporary impairments in WRB, which included identifying and evaluating events or changes in circumstances that could indicate a potential other than temporary impairment. We exercised professional judgment based on our knowledge of the industry and WRB’s business to assess the appropriateness of management’s conclusion that no such events existed or changes in circumstances had occurred as of December 31, 2024. In our evaluation, among other things, we performed inquiries of management and evaluated WRB’s prior and current operating earnings to assess its ability to sustain an earnings capacity that justifies the Company’s recorded investment in WRB and to assess the Company’s ability to recover its investment in WRB. In addition, we evaluated potential contrary evidence to management’s conclusion, considering both internally and externally available information, such as demand for WRB’s products, gross margins, costs, refinery utilization, and other operating information, as well as comparable market multiples. | | |

February 21, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain related to merger of businesses | | | — | | | | | | — | | | | | | (3,013) | | |

| Advances/loans—related parties | | | — | | | | | | — | | | | | | (75) | | |

| Collection of advances/loans—related parties | | | 4 | | | | | | 3 | | | | | | 662 | | |

| Other | | | (106) | | | | | | 32 | | | | | | (10) | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| December 31, 2021 | | | $ | 7 | | 20,504 | | | (17,116) | | | 16,216 | | | (445) | | | 2,471 | | | 21,637 | | |

| Net income | | | — | | | — | | | — | | | 11,024 | | | — | | | 367 | | | 11,391 | | |

| Acquisition of noncontrolling interest in Phillips 66 Partners LP | | | — | | | (901) | | | 3,380 | | | — | | | — | | | (2,163) | | | 316 | | |

| Merger of DCP Midstream, LLC and Gray Oak Holdings LLC | | | — | | | — | | | — | | | — | | | — | | | 4,622 | | | 4,622 | | |

| Acquisition of noncontrolling interest in DCP Midstream, LP | | | — | | | — | | | — | | | — | | | — | | | (500) | | | (500) | | |

| December 31, 2021 | | | | | | | | | 650,026,318 | | | 211,771,827 | | |

| Shares issued—acquisition of noncontrolling interest in Phillips 66 Partners LP | | | | | | | | | — | | | (41,825,236) | | |

| 2022 | | | | | | | | | $ | 3.83 | | | | |

Certain prior period financial information has been recast and reclassified to reflect the current year’s presentation.

Effective December 31, 2024, we adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

We accounted for our consolidation of DCP Midstream Class A Segment, DCP Sand Hills and DCP Southern Hills as a business combination using the acquisition method of accounting.

In December 2022, DCP LP redeemed its Series A preferred units with an aggregate liquidation preference of $500 million, which approximated the book value of the preferred units.

These preferred unit redemptions decreased the “Noncontrolling interests” balance on our consolidated balance sheet from December 31, 2022.

*Trading and Reporting Status*

In late 2023, DCP LP’s common units, Series B preferred units and Series C preferred units were delisted and deregistered from the New York Stock Exchange.

In addition, DCP LP has suspended its reporting obligations to the Securities and Exchange Commission under Sections 13 and 15(d) of the Exchange Act.

Restructuring costs for the year ended December 31, 2022, also included an impairment related to assets held for sale.

*DCP Midstream Merger*

On August 17, 2022, we realigned our economic interest in, and governance rights over, DCP Midstream and Gray Oak Holdings through the DCP Midstream Merger, with DCP Midstream as the surviving entity.

As part of the DCP Midstream Merger, we transferred a 35.75% indirect economic interest in Gray Oak Pipeline and contributed $404 million of cash to DCP Midstream, which was then paid to Enbridge, in return for a 15.05% incremental indirect economic ownership interest in DCP LP.

As noted above, the additional governance rights we were granted as part of this transaction resulted in us consolidating DCP Midstream Class A Segment, as well as DCP Sand Hills and DCP Southern Hills.

Given the nature of this transaction, we have accounted for the consolidation of these entities using the acquisition method of accounting.

| Cash contributed | | | $ | 404 | |

| Fair value of previously held equity interests | | | 3,853 | | |

| Total merger consideration | | | $ | 4,891 | |

The aggregate purchase consideration noted above was allocated to the assets acquired and liabilities assumed of the entities consolidated based upon their estimated fair values as of the DCP Midstream Merger on August 17, 2022.

The following table shows the purchase price allocation as of the date of the DCP Midstream Merger, and cumulative adjustments we made during the one-year measurement period that ended on August 16, 2023:

| Fair value of assets acquired: | | | As Originally Reported | | | Adjustments | | | As Adjusted | | |

| Accounts and notes receivable | | | 1,003 | | | — | | | 1,003 | | |

As of December 31, [removed: 2024,] [added: 2025,] with the participation of management, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act).

Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, [removed: 2024.][added: 2025.]

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the quarterly period ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On November 21, 2025, Kevin J.

Mitchell, Executive Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Act, providing for the sale of up to 48,450 shares of our common stock between February 23, 2026 and January 29, 2027.

During the quarter ended December 31, 2024, no director or Section 16 officer adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

The remaining information required by Item 10 of Part III is incorporated herein by reference from our Definitive Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed within 120 days after December 31, [removed: 2024 (the] 2025 [added: (the 2026] Definitive Proxy Statement).*

The information required by Item 11 of Part III is incorporated herein by reference from our [removed: 2025] [added: 2026] Definitive Proxy Statement.*

The information required by Item 12 of Part III is incorporated herein by reference from our [removed: 2025] [added: 2026] Definitive Proxy Statement.*

The information required by Item 13 of Part III is incorporated herein by reference from our [removed: 2025] [added: 2026] Definitive Proxy Statement.*

The information required by Item 14 of Part III is incorporated herein by reference from our [removed: 2025] [added: 2026] Definitive Proxy Statement.*

Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our [removed: 2025] [added: 2026] Definitive Proxy Statement are not deemed to be a part of this Annual Report or deemed to be filed with the U.S. Securities and Exchange Commission as a part of this report.*

| (a) | | | 1. | | | Financial Statements and Supplementary Data The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page [removed: 95,] [added: 91,] are filed as part of this Annual Report. | | |

| | | | 3. | | | Exhibits The exhibits listed in the Index to Exhibits, which appears on pages [removed: 179] [added: 172] to [removed: 185,] [added: 178,] are filed as part of this Annual Report. | | |

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000097/psx-june2020notesxterm.htm)] | | | | | | [Form of the terms of [removed: 3.850%] [added: 2.150%] Senior Notes due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000080/terms_ofx2025xnotes.htm).] [added: 2030](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000097/psx-june2020notesxterm.htm).] | | | 8-K | | | 4.3 | | | [removed: 04/09/2020] [added: 06/10/2020] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.9](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000097/psx-june2020notesxterm.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm)] | | | | | | [Form of the terms of [removed: 2.150%] [added: 1.300%] Senior Notes due [removed: 2030](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000097/psx-june2020notesxterm.htm).] [added: 2026](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm).] | | | 8-K | | | [removed: 4.3] [added: 4.4] | | | [removed: 06/10/2020] [added: 11/18/2020] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm)] | | | | | | [Form of the terms of [removed: 0.900%] [added: 3.300%] Senior Notes due [removed: 2024](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit43.htm).] [added: 2052](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm).] | | | 8-K | | | [removed: 4.3] [added: 4.2] | | | [removed: 11/18/2020] [added: 11/15/2021] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm)] | | | | | | [Form of the terms of [removed: 1.300% Senior Notes due 2026](https://www.sec.gov/Archives/edgar/data/1534701/000153470120000158/exhibit44.htm).] [added: the 2026 Notes, including the form of the 2026 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm).] | | | 8-K | | | 4.4 | | | [removed: 11/18/2020] [added: 05/05/2022] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm)] | | | | | | [Form of the terms of [removed: 3.300% Senior Notes due 2052](https://www.sec.gov/Archives/edgar/data/1534701/000153470121000220/november_2021xnotes-termsx.htm).] [added: the 2027 Notes, including the form of the 2027 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm)] | | | 8-K | | | 4.2 | | | [removed: 11/15/2021] [added: 03/29/2023] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex41.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex41.htm)] | | | | | | [Indenture, dated as of May 5, 2022, among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, in respect of senior debt securities of Phillips 66 Company](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex41.htm). | | | 8-K | | | 4.1 | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex43.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex46.htm)] | | | | | | [Form of the terms of the [removed: 2025] [added: 2029] Notes, including the form of the [removed: 2025 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex43.htm).] [added: 2029 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex46.htm).] | | | 8-K | | | [removed: 4.3] [added: 4.6] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex47.htm)] | | | | | | [Form of the terms of the [removed: 2026] [added: 2045] Notes, including the form of the [removed: 2026 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex44.htm).] [added: 2045 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex47.htm).] | | | 8-K | | | [removed: 4.4] [added: 4.7] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex45.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex45.htm)] | | | | | | [Form of the terms of the 2028 Notes, including the form of the 2028 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex45.htm). | | | 8-K | | | 4.5 | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex46.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex48.htm)] | | | | | | [Form of the terms of the [removed: 2029] [added: 2046] Notes, including the form of the [removed: 2029 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex46.htm).] [added: 2046 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex48.htm).] | | | 8-K | | | [removed: 4.6] [added: 4.8] | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex47.htm)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm)] | | | | | | [Form of the terms of the [removed: 2045] [added: 2033] Notes, including the form of the [removed: 2045 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex47.htm).] [added: 2033 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm)] | | | 8-K | | | [removed: 4.7] [added: 4.3] | | | [removed: 05/05/2022] [added: 03/29/2023] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.19](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex48.htm)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex42.htm)] | | | | | | [Form of the terms of the [removed: 2046] [added: 2031] Notes, including the form of the [removed: 2046 Note](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex48.htm).] [added: 2031 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex42.htm)] | | | 8-K | | | [removed: 4.8] [added: 4.2] | | | [removed: 05/05/2022] [added: 02/28/2024] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.20](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm)] [added: [4.20](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex44.htm)] | | | | | | [Form of the terms of the [removed: 2027] [added: 2054] Notes, including the form of the [removed: 2027 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex42.htm)] [added: 2054 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex44.htm)] | | | 8-K | | | [removed: 4.2] [added: 4.4] | | | [removed: 03/29/2023] [added: 02/28/2024] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.21](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a43-psxxseptember2024notes.htm)] | | | | | | [Form of the terms of the [removed: 2033] [added: 2035] Notes, including the form of the [removed: 2033 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312523083818/d488933dex43.htm)] [added: 2035 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a43-psxxseptember2024notes.htm)] | | | 8-K | | | 4.3 | | | [removed: 03/29/2023] [added: 09/11/2024] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.22](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex42.htm)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a44-psxxseptember2024notes.htm)] | | | | | | [Form of the terms of the [removed: 2031] [added: 2055] Notes, including the form of the [removed: 2031 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex42.htm)] [added: 2055 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a44-psxxseptember2024notes.htm)] | | | 8-K | | | [removed: 4.2] [added: 4.4] | | | [removed: 02/28/2024] [added: 09/11/2024] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.23](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex44.htm)] [added: [4.41](https://www.sec.gov/Archives/edgar/data/1534701/000119312525207435/d25054dex42.htm)] | | | | | | [Form of the terms of the [removed: 2054 Notes,] [added: 5.875% Series A Junior Subordinated Notes due 2056,] including the form of the [removed: 2054 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000119312524050838/d720476dex44.htm)] [added: 5.875% Series A Junior Subordinated Notes due 2056.](https://www.sec.gov/Archives/edgar/data/1534701/000119312525207435/d25054dex42.htm)] | | | 8-K | | | [removed: 4.4] [added: 4.2] | | | [removed: 02/28/2024] [added: 09/18/2025] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.24](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a43-psxxseptember2024notes.htm)] [added: [4.42](https://www.sec.gov/Archives/edgar/data/1534701/000119312525207435/d25054dex43.htm)] | | | | | | [Form of the terms of the [removed: 2035 Notes,] [added: 6.200% Series B Junior Subordinated Notes due 2056,] including the form of the [removed: 2035 Note.](https://www.sec.gov/Archives/edgar/data/1534701/000153470124000141/a43-psxxseptember2024notes.htm)] [added: 6.200% Series B Junior Subordinated Notes due 2056.](https://www.sec.gov/Archives/edgar/data/1534701/000119312525207435/d25054dex43.htm)] | | | 8-K | | | 4.3 | | | [removed: 09/11/2024] [added: 09/18/2025] | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.26](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex49.htm)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex49.htm)] | | | | | | [Registration Rights Agreement, dated as of May 5, 2022, among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as dealer managers](https://www.sec.gov/Archives/edgar/data/1534701/000119312522142482/d332444dex49.htm). | | | 8-K | | | 4.9 | | | 05/05/2022 | | | 001-35349 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1338065/000119312510221001/dex41.htm)] [added: [4.24](https://www.sec.gov/Archives/edgar/data/1338065/000119312510221001/dex41.htm)] | | | | | | [Indenture dated as of September 30, 2010 for the issuance of debt securities between DCP Midstream Operating, LP, as issuer, any Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312510221001/dex41.htm). | | | 8-K | | | 4.1 | | | 09/30/2010 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.28](https://www.sec.gov/Archives/edgar/data/1338065/000119312512270732/d354439dex41.htm)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1338065/000119312512270732/d354439dex41.htm)] | | | | | | [Third Supplemental Indenture dated as of June 14, 2012 to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312512270732/d354439dex41.htm). | | | 8-K | | | 4.1 | | | 06/14/2012 | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.29](https://www.sec.gov/Archives/edgar/data/1338065/000119312513107440/d502494dex43.htm)] [added: [4.26](https://www.sec.gov/Archives/edgar/data/1338065/000133806514000017/ex43supplementalindenturem.htm)] | | | | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture dated as of March [removed: 14, 2013] [added: 13, 2014] to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream Partners, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312513107440/d502494dex43.htm).] [added: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000133806514000017/ex43supplementalindenturem.htm).] | | | 8-K | | | 4.3 | | | [removed: 03/14/2013] [added: 03/14/2014] | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.30](https://www.sec.gov/Archives/edgar/data/1338065/000133806514000017/ex43supplementalindenturem.htm)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/1338065/000119312519144261/d709926dex43.htm)] | | | | | | [removed: [Sixth] [added: [Eighth] Supplemental Indenture dated as of [removed: March 13, 2014] [added: May 10, 2019] to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP [removed: Midstream Partners,] [added: Midstream,] LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000133806514000017/ex43supplementalindenturem.htm).] [added: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312519144261/d709926dex43.htm).] | | | 8-K | | | 4.3 | | | [removed: 03/14/2014] [added: 05/10/2019] | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.31](https://www.sec.gov/Archives/edgar/data/1338065/000119312518219672/d535261dex43.htm)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1338065/000119312520177628/d948319dex43.htm)] | | | | | | [removed: [Seventh] [added: [Ninth] Supplemental Indenture dated as of [removed: July 17, 2018] [added: June 24, 2020] to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312518219672/d535261dex43.htm).] [added: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312520177628/d948319dex43.htm).] | | | 8-K | | | 4.3 | | | [removed: 07/17/2018] [added: 06/24/2020] | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.32](https://www.sec.gov/Archives/edgar/data/1338065/000119312519144261/d709926dex43.htm)] [added: [4.29](https://www.sec.gov/Archives/edgar/data/1338065/000119312521335171/d229132dex43.htm)] | | | | | | [removed: [Eighth] [added: [Tenth] Supplemental Indenture dated as of [removed: May 10, 2019] [added: November 19, 2021] to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312519144261/d709926dex43.htm).] [added: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312521335171/d229132dex43.htm).] | | | 8-K | | | 4.3 | | | [removed: 05/10/2019] [added: 11/19/2021] | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1338065/000119312520177628/d948319dex43.htm)] [added: [4.30](https://www.sec.gov/Archives/edgar/data/1534701/000153470126000006/psx-20251231_ex430.htm)*] | | | | | | [removed: [Ninth] [added: [Eleventh] Supplemental Indenture dated as of June [removed: 24, 2020] [added: 20, 2023] to Indenture dated as of September 30, 2010 between DCP Midstream Operating, LP, as issuer, DCP Midstream, LP, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312520177628/d948319dex43.htm).] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1534701/000153470126000006/psx-20251231_ex430.htm)] | | | [removed: 8-K] | | | [removed: 4.3] | | | [removed: 06/24/2020] | | | [removed: 001-32678] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1338065/000119312521335171/d229132dex43.htm)] [added: [4.39](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex412.htm)] | | | | | | [removed: [Tenth] [added: [Second] Supplemental [removed: Indenture dated as of November 19, 2021 to Indenture] [added: Indenture,] dated [removed: as of September 20, 2010] [added: January 1, 2017, by and] between DCP Midstream Operating, LP, [removed: as issuer,] DCP Midstream, [removed: LP, as guarantor,] [added: LLC] and [removed: the] [added: The] Bank of New York Mellon Trust Company, [removed: N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1338065/000119312521335171/d229132dex43.htm).] [added: N.A](https://www.sec.gov/Archives/edgar/data/1338065/000119312517004525/d268733dex412.htm).] | | | 8-K | | | [removed: 4.3] [added: 4.12] | | | [removed: 11/19/2021] [added: 01/06/2017] | | | 001-32678 | | | | | | | | | | | | | | | | | | | | | | | | | | |