Published
## Filings that contain financial statements - **8-K filed August 5, 2026** (accession 0001534701-26-000030): Exhibit 99.1 furnishes the second-quarter 2026 press release, including reported and adjusted earnings, segment results, and cash-flow and balance-sheet summary figures for the quarter ended June 30, 2026 (with first-quarter 2026 comparatives); Exhibit 99.2 furnishes supplemental financial and operating information for the same period. - **8-K filed April 29, 2026** (accession 0001534701-26-000020): Exhibit 99.1 furnishes the first-quarter 2026 press release with reported and adjusted earnings, segment results, and cash-flow and balance-sheet figures for the quarter ended March 31, 2026 (with fourth-quarter 2025 comparatives); Exhibit 99.2 furnishes supplemental financial and operating information. - **8-K filed April 6, 2026** (accession 0001534701-26-000015): Exhibit 99.1 furnishes preliminary, range-based guidance on first-quarter 2026 results (segment income/loss before taxes, mark-to-market impacts, liquidity) ahead of the completed close process; these are estimates, not final statements. - **8-K filed February 4, 2026** (accession 0001534701-26-000003): Exhibit 99.1 furnishes the fourth-quarter and full-year 2025 press release with reported and adjusted earnings, segment results, and cash-flow and balance-sheet figures for the quarter and year ended December 31, 2025 (with third-quarter 2025 comparatives); Exhibit 99.2 furnishes supplemental financial and operating information. - **8-K filed October 29, 2025** (accession 0001534701-25-000153): Exhibit 99.1 furnishes the third-quarter 2025 press release with reported and adjusted earnings, segment results, and cash-flow and balance-sheet figures for the quarter ended September 30, 2025 (with second-quarter 2025 comparatives); Exhibit 99.2 furnishes supplemental financial and operating information. - **8-K filed July 25, 2025** (accession 0001534701-25-000134): Exhibit 99.1 furnishes the second-quarter 2025 press release with reported and adjusted earnings, segment results, and cash-flow and balance-sheet figures for the quarter ended June 30, 2025 (with first-quarter 2025 comparatives); Exhibit 99.2 furnishes supplemental financial and operating information. ## Earnings **Q2 2026 (reported August 5, 2026; accession 0001534701-26-000030).** Phillips 66 reported second-quarter earnings of $3.8 billion, or $9.55 per diluted share; adjusted earnings were also $3.8 billion, or $9.41 per diluted share, up sharply from $200 million ($0.49 per share) in the first quarter. Results reflected higher refining margins, favorable mark-to-market impacts, and higher regulatory credits in Renewable Fuels. Total debt fell $6.6 billion during the quarter to $20.6 billion, with net debt at $16.5 billion. The company ended the quarter with $4.1 billion of cash and $6.4 billion of committed, undrawn credit capacity. **Q1 2026 (reported April 29, 2026; accession 0001534701-26-000020).** Earnings were $207 million, or $0.51 per diluted share; adjusted earnings were $200 million, or $0.49 per diluted share. The company had pre-announced weaker preliminary results on April 6, 2026 (accession 0001534701-26-000015), citing roughly $900 million of pre-tax mark-to-market losses from a sharp rise in commodity prices, a $3 billion cash outflow to fund derivative margin calls, and a two-week Gulf Coast pricing lag; it drew on credit lines, fully funded a new $2.25 billion 364-day term loan, and upsized its receivables securitization facility to meet the liquidity need. The board had raised the quarterly dividend to $1.27 per share on February 11, 2026, which the company described as a 7% increase in the annualized quarterly dividend. **Q4 2025 / full-year 2025 (reported February 4, 2026; accession 0001534701-26-000003).** Fourth-quarter earnings were $2.9 billion, or $7.17 per diluted share, including $2.0 billion of pre-tax special items in the Marketing and Specialties segment primarily related to the partial disposition of the Germany/Austria retail business; adjusted earnings were $1.0 billion, or $2.47 per diluted share. Full-year 2025 earnings were $4.4 billion ($10.79/share); adjusted full-year earnings were $2.6 billion ($6.44/share), including $964 million of pre-tax accelerated depreciation on the Los Angeles Refinery. Management called 2025 "a transformative year," citing the WRB Refining acquisition, the Coastal Bend Midstream acquisition, and the sale of the majority of the European retail business. The company also disclosed a 2026 capital budget of $2.4 billion and announced (in January 2026) an agreement to acquire the Lindsey Oil Refinery and logistics assets in the U.K. **Q3 2025 (reported October 29, 2025; accession 0001534701-25-000153).** Earnings were $133 million, or $0.32 per diluted share, including $241 million of pre-tax accelerated depreciation on the Los Angeles Refinery; adjusted earnings were $1.0 billion, or $2.52 per diluted share. The release confirmed the WRB Refining acquisition had closed October 1, 2025, and that crude processing at the Los Angeles Refinery had ceased October 16, 2025, with remaining units to be idled by year-end. **Q2 2025 (reported July 25, 2025; accession 0001534701-25-000134).** Earnings were $877 million, or $2.15 per diluted share, including $239 million of pre-tax accelerated depreciation on the Los Angeles Refinery; adjusted earnings were $973 million, or $2.38 per diluted share. The release confirmed the Midstream acquisition of EPIC NGL (renamed Coastal Bend) had closed, and disclosed the planned sale of a 65% interest in the Germany/Austria retail marketing business. ## Mergers and acquisitions - **WRB Refining LP — signed and closed.** On September 9, 2025 (accession 0001193125-25-198846), Phillips 66 announced a definitive agreement to acquire the remaining 50% interest in WRB Refining LP — owner of the Wood River (Illinois) and Borger (Texas) refineries — from subsidiaries of Cenovus Energy Inc. for announced total cash consideration of $1.4 billion, subject to customary purchase price adjustments, expected to close in the fourth quarter of 2025. The acquisition closed October 1, 2025 (as confirmed in the October 29, 2025 and February 4, 2026 earnings releases) for total cash consideration of $1.3 billion, subject to post-closing adjustments, with $450 million of short-term debt assumed at acquisition and fully repaid the same day (10-K, accession 0001534701-26-000006; 10-Q Note 2, accession 0001534701-26-000032). The transaction gave Phillips 66 full ownership and consolidation of both refineries; combined crude throughput capacity is approximately 494 MBD (345 MBD Wood River, 149 MBD Borger). - **Lindsey Oil Refinery and logistics assets — signed and closed.** Phillips 66 announced an agreement in January 2026 (disclosed in the February 4, 2026 earnings release, accession 0001534701-26-000003) to acquire the Lindsey Oil Refinery and logistics assets in the U.K. to enhance Humber Refinery operations and U.K. fuel supply. The acquisition closed April 28, 2026 for a purchase price of $115 million (10-Q, accession 0001534701-26-000032). - **Coastal Bend (EPIC NGL) — closed.** The Midstream acquisition of EPIC NGL, subsequently renamed Coastal Bend, closed during the second quarter of 2025, as confirmed in the July 25, 2025 earnings release; cash paid for acquisitions, net of cash acquired, was $2.2 billion in that quarter. - **Germany/Austria retail marketing — divestiture.** Phillips 66 closed the sale of a 65% interest in its Germany and Austria retail marketing business on December 1, 2025, for $1.7 billion of cash proceeds, retaining a 35% non-operating equity interest through the newly formed JET Management Holding GmbH & Co. KG (10-K, accession 0001534701-26-000006). The partial sale produced a before-tax aggregate gain of $1.9 billion (10-K); Marketing and Specialties recorded $2.0 billion of pre-tax special items in Q4 2025, primarily related to this disposition. In the second quarter of 2026, the company recognized a further $110 million before-tax gain on post-closing adjustments for the divestiture (10-Q, accession 0001534701-26-000032). ## Capital structure and financing - **March 13 and March 18, 2026 (accession 0001193125-26-114070).** Phillips 66 Company entered into a new 364-day, $2.25 billion term loan credit agreement (fully drawn at closing, guaranteed by Phillips 66) with Mizuho Bank as administrative agent, and separately amended its accounts receivable securitization facility to raise the maximum facility size from $1.25 billion to $1.75 billion. At June 30, 2026, $1.25 billion remained outstanding under the term loan; on July 31, 2026, this amount was fully repaid (10-Q, accession 0001534701-26-000032). - **July 29, 2026 (10-Q, accession 0001534701-26-000032).** The board approved a $10 billion increase to the company's share repurchase authorization. Since the inception of the program in 2012, the board has authorized an aggregate of $35 billion of repurchases of common stock; the authorization does not expire. - **August 20, 2026 (accession 0001193125-26-361266).** The receivables securitization program was amended again: an uncommitted facility of up to $250 million was established, the maximum committed facility size was increased from $1.75 billion to $2.0 billion, and the maturity was extended to August 19, 2027. - **September 16–18, 2025 (accession 0001193125-25-207435).** Phillips 66 Company priced $1.0 billion of 5.875% Series A Junior Subordinated Notes due 2056 and $1.0 billion of 6.200% Series B Junior Subordinated Notes due 2056 ($2.0 billion total) under a Terms Agreement dated September 16, 2025, and issued the notes on September 18, 2025 under a Subordinated Indenture of the same date, fully and unconditionally guaranteed by Phillips 66. - **September 29, 2025 (accession 0001193125-25-225107).** The receivables securitization facility was amended to increase its maximum size from $1 billion to $1.25 billion and extend its maturity to September 28, 2026. - Quarterly dividend raised $0.07 to $1.27 per share, declared February 11, 2026 (payable March 4, 2026), which the company described as a 7% increase in the annualized quarterly dividend; declared again at $1.27 on April 17, 2026 (paid June 1, 2026) and on July 9, 2026 (payable September 1, 2026). ## Legal proceedings - **Propel Fuels trade-secrets litigation.** A California jury returned an October 16, 2024 verdict against Phillips 66 Company for $604.9 million in compensatory damages plus a willfulness finding. On July 30, 2025, the Superior Court of California, Alameda County, ordered $195 million in exemplary damages, Phillips 66 having opposed a request for $1.2 billion (8-K, accession 0001193125-25-174520). On August 5, 2025, the court entered final judgment of $833 million, comprising the $604.9 million verdict, $195 million of exemplary damages, and $33.3 million of pre-judgment interest, with post-judgment interest accruing at 10%. Phillips 66 Company filed its Notice of Appeal on November 14, 2025, and filed its opening brief with the California Court of Appeal on July 10, 2026. The company continues to deny wrongdoing and is defending the matter; accrued liability for the case was $928 million as of June 30, 2026 (10-Q, accession 0001534701-26-000032). - **Clean Water Act indictment and Deferred Prosecution Agreement.** 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 the Carson portion of its Los Angeles Refinery, relating to alleged wastewater permit violations. 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 (10-K, accession 0001534701-26-000006, Item 3 Legal Proceedings). ## Governance - **May 21, 2025 Annual Meeting** (accession 0001193125-25-129526): Shareholders elected four Class I directors: company nominees A. Nigel Hearne and Robert W. Pease and Elliott Management nominees Sigmund L. Cornelius and Michael A. Heim. Shareholders did not approve a management proposal to declassify the board, which received 295.3 million votes in favour, 7.1 million against and 2.2 million abstentions. - **March 6, 2026** (accession 0001193125-26-097469): The board was expanded from 14 to 16 directors with the appointment of Kevin O. Meyers and Howard I. Ungerleider, both independent; Grace Puma Whiteford was reclassified to a different director class as part of rebalancing. - **May 13, 2026 Annual Meeting** (accession 0001193125-26-224232): Shareholders elected four Class II directors (Gregory J. Hayes, Charles M. Holley, Denise R. Singleton, and Howard I. Ungerleider), approved say-on-pay on an advisory basis, and ratified Ernst & Young LLP as independent auditor for 2026. ## Not reflected The most recent 8-K, filed August 21, 2026 (accession 0001193125-26-361266), covers only a routine receivables-facility amendment; no filing since the August 5, 2026 second-quarter earnings release discloses a further acquisition, guidance revision, or leadership change.